DEF 14A of Honest Company, Inc.
Filed Apr 9, 2026 · FY20250001628280-26-024452
Proposal 1 Election Of Directors
Proposal 1 Election Of Directors
Classified Board
Classified Board Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified, or, if sooner, until the director's death, resignation or removal. The Board presently has nine members. There are three directors in the class whose term of office expires in 2026. The Nominating and Corporate Governance Committee has recommended each of Jessica Alba, Alissa Lynch and Andrea A. Turner for election as a Class II Director at the Annual Meeting. Ms. Alba, Ms. Lynch and Ms. Turner are each currently a director of the Company. Ms. Alba was previously elected by our stockholders at our 2023 Annual Meeting of Stockholders. Ms. Lynch and Ms. Turner were recommended as directors by the Nominating and Governance Committee and were identified as potential directors by a third-party search firm. If elected at the Annual Meeting, each of these nominees would serve until the 2029 Annual Meeting and until her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Honest, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. The biographies of each of our nominees for election to the Board as Class II directors, and all other directors are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. The Company's Corporate Governance Guidelines provide that non-employee directors should generally serve on no more than five public company boards, and directors on the Audit Committee should serve on no more than three public company audit committees. All current directors are in compliance with these limits.
Class II Directors - Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
Class II Directors - Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting Jessica Alba, age 44 Jessica Alba is one of our founders and served as our Chief Creative Officer from our incorporation in July 2011 through April 2024, and as Chair of our Board from May 2018 to May 2021. Ms. Alba is a globally recognized and influential Mexican-American business leader, entrepreneur, advocate, actress, producer, and New York Times bestselling author. Ms. Alba serves on the board of directors of Baby2Baby, a charitable organization that provides diapers, clothes and other basic necessities to children living in poverty. She also serves on the board of directors of LA28, the Los Angeles Olympics board, and Yahoo! Inc., a media company. We believe that Ms. Alba is qualified to serve on our Board due to her knowledge and insights in founding and developing our Company in addition to her industry and consumer experience and knowledge. Alissa Hsu Lynch, age 57 Alissa Hsu Lynch has served on our Board since December 2023. Ms. Lynch served as the Global Lead of MedTech Strategy and Solutions for Google, a technology company, from 2020 to 2023, where she worked with Fortune 500 customers to transform healthcare through technology. Previously, Ms. Lynch spent 20 years at Johnson & Johnson, working in consumer marketing, strategy, and general management roles, and most recently, from 2016 to 2020 served as Vice President, Medical Devices. Before joining Johnson & Johnson, Ms. Lynch was a professional modern dancer for six years. Ms. Lynch is a member of the Board of Trustees of American Ballet Theatre, an Executive in Residence at Columbia Business School, and is a Henry Crown Fellow of The Aspen Institute. Ms. Lynch serves on the board of directors of Topcon Corporation, a manufacturer of optical and positioning equipment. Ms. Lynch formerly served as a board member of Pulmonx Corporation from July 2021 through May 2024. Ms. Lynch holds an M.B.A. in General Management from Columbia Business School and an A.B. in English from Princeton University, and holds an NACD CERT Certificate in Cyber-Risk Oversight. We believe that Ms. Lynch is qualified to serve on our Board due to her significant experience in technology, consumer marketing, and her executive leadership experience. Andrea A. Turner, age 62 Andrea A. Turner has served on our Board since December 2023. Ms. Turner served as Senior Vice President, Global Customer Service and Logistics at Mondelēz International, Inc., a confectionery, food, holding, beverage and snack food company, from 2020 to 2023, where she strategized and led logistics during the COVID-19 pandemic for the $25 billion supply chain across 80 countries. Ms. Turner was also responsible for driving teams to solve complex supply chain problems at General Mills from 2008 to 2020 and Merck & Co., Inc., a pharmaceutical company, from 1998 to 2009, delivering improved productivity and accelerating growth. She previously served as the Chair of the 2016 Minneapolis Martin Luther King Celebration, the largest fundraising event in Minneapolis and previously served on the boards of directors of GS1, People Serving People, and Mainstreet School of the Arts. Ms. Turner received a Bachelor of Industrial Engineering from Georgia Institute of Technology and a B.S. in Mathematics from Spelman College. We believe that Ms. Turner is qualified to serve on our Board due to her extensive experience in consumer-packaged goods and global supply chain and operations, and her executive leadership experience.
The Board of Directors Recommends
The Board of Directors Recommends A Vote In Favor Of Each Named Nominee.
Class III Directors - Continuing in Office Until the 2027 Annual Meeting
Class III Directors - Continuing in Office Until the 2027 Annual Meeting Katherine Bayne, age 59 Katherine Bayne has served as a member of our Board since October 2018. Since February 2019, Ms. Bayne has served as a Senior Advisor with Guggenheim Securities, the investment banking and capital markets division of Guggenheim Partners, LLC, a global investment and advisory financial services firm. Since March 2018, Ms. Bayne has also served as founder and President of Bayne Advisors, an advisory firm that helps brands and businesses find their strategic identities, drive sustained consumer engagement and innovate for transformative results. Prior to serving in her current roles, from 1989 to 2018, Ms. Bayne served in numerous roles at The Coca-Cola Company, a beverage company, focused on consumer strategy, retail marketing and consumer marketing in the United States, Australia and globally, most recently serving as the company’s President, North America Brands, from 2013 to 2015 and Senior Vice President, Global Center, from 2015 to 2018. Ms. Bayne previously served as a member of the board of directors for Ascena Retail Group, Inc., Ann Inc., Beazer Homes USA Inc., Acreage Holdings, Inc., and Eargo, Inc. Ms. Bayne is also a member of the board of visitors for the Fuqua School of Business at Duke University, and serves on the board of directors of the Cox School of Business at Southern Methodist University. Ms. Bayne holds a B.A. in Psychology from Duke University and an M.B.A. from Duke University’s Fuqua School of Business. We believe that Ms. Bayne is qualified to serve on our Board due to her strong background in consumer strategy, retail and consumer marketing and brand management. Susan Gentile, age 59 Susan Gentile has served on our Board since May 2021. Ms. Gentile is the Managing Director and Chief Financial Officer at Advent International, a private equity firm. Prior to joining Advent International in August 2022, Ms. Gentile was the Chief Financial and Administrative Officer at H.I.G. Capital Management, LLC, a global alternative asset investment firm. Prior to joining H.I.G. Capital Management in May 2018, Ms. Gentile served as Managing Director and Chief Accounting Officer at Oaktree Capital Management, a global alternative investment firm, from October 2013 to March 2018. Ms. Gentile also held various management roles at The Clorox Company from March 2006 to September 2013. Prior to joining The Clorox Company, Ms. Gentile served in roles at Levi Strauss & Co., Motorola, Inc. and Deloitte & Touche LLP. Ms. Gentile holds a B.S.B.A. in Finance from Boston University and is a Certified Public Accountant. We believe that Ms. Gentile is qualified to serve on our Board due to her financial expertise and experience working with consumer product brands. James D. White, age 65 James D. White has served as Chair of our Board since May 2021. From 2008 to 2016, Mr. White served as the Chair, President and Chief Executive Officer of Jamba, Inc., a restaurant company. Mr. White also served as Senior Vice President and General Manager of Safeway, Inc., a U.S. supermarket chain, from 2005 to 2008. From 1983 to 2005, Mr. White held management roles at The Gillette Company, Inc., Nestlé S.A. and The Coca-Cola Company. Additionally, Mr. White currently serves on the board of directors of Schnucks Markets, Inc. and on the board of directors of the following public companies: The Simply Good Foods Company, and CAVA Group, Inc. Mr. White previously served on the board of directors of Medallia, Inc., Adtalem Global Education Inc., Panera Bread Company, Callidus Software Inc., and Hillshire Brands Company and Affirm Holdings Inc. Mr. White’s non-profit board experience includes Directors Academy, where he is a founding member and chair of the board of directors, Chief Executives for Corporate Purpose (CECP) where is a member of the board of directors, as well as Fair Trade USA, where he previously served as chair of the board of directors. Mr. White previously served on the non-profit boards of directors of the Nasdaq Entrepreneurial Center, The Organic Center and the Network of Executive Women. Mr. White is also the Co-Founder and CEO of JD White Design Labs, Inc., a company that works with boards and management teams on culture design, transformation, change, and building high performance teams. Mr. White received a B.S. degree, with a major in marketing, from The University of Missouri and an M.B.A. from Fontbonne University. Mr. White is also a graduate of the Cornell University Food Executive Program and was a Stanford University Distinguished Careers Institute Fellow in 2018. We believe that Mr. White is qualified to serve on our Board due to his experience as a public company director and his experience as a consumer products executive.
Class I Directors - Continuing in Office Until the 2028 Annual Meeting
Class I Directors - Continuing in Office Until the 2028 Annual Meeting Michael Barkley, age 59 Michael Barkley has served on our Board since December 2023. Since May 2023, Mr. Barkley has served as an independent advisor for MJB Advisory LLC, a management consulting company focused on the needs of high growth food and beverage brands. Mr. Barkley served as the former Chief Executive Officer of KIND LLC (“KIND”), a snack food company, from 2018 to 2021. Mr. Barkley is currently a board member of the Ignatian Solidarity Network and also serves as an advisor to Prelude Growth Partners Fund, a consumer-focused growth equity fund, and Riverside Natural Foods, a snack food company. Prior to KIND, Mr. Barkley served as President of Boulder Brands, a food company, and Chief Marketing Officer of Pinnacle Foods, Inc., a packaged foods company. Mr. Barkley earned a B.S. in Commerce from the University of Virginia and an M.B.A. from the University of North Carolina. We believe that Mr. Barkley is qualified to serve on our Board due to his significant experience in consumer-packaged goods and as a purpose-driven executive leader. John R. (Jack) Hartung, age 68 John R. (Jack) Hartung has served on our Board since May 2022. Mr. Hartung recently retired from his role as Special Advisor to Chipotle Mexican Grill (“Chipotle”), a restaurant company, where he had the Special Advisor role from June 2025 until March 2026, after serving as the President and Chief Strategy Officer of Chipotle from October 2024 to June 2025. Prior to that, he served at Chipotle as Chief Financial Officer from 2002 to 2022, and as Chief Financial and Administrative Officer from August 2022 to October 2024. Prior to joining Chipotle, Mr. Hartung worked for 18 years at McDonald’s Corp., a global food service retailer, where he held a variety of management positions, most recently as Vice President and Chief Financial Officer of its Partner Brands Group. In addition, Mr. Hartung serves on the Board of Directors of Portillos Inc., a restaurant chain, and on the Board of Directors of Tesla, Inc., an electric vehicle and clean energy company. Mr. Hartung has a B.S. degree in accounting and economics as well as an M.B.A. from Illinois State University. We believe that Mr. Hartung is qualified to serve on our Board because of his expertise overseeing financial and reporting functions at multiple public companies, and as a prior chief financial officer at a public company, along with his extensive public company leadership experience. Carla Vernón, age 55 Carla Vernón joined Honest as Chief Executive Officer on January 9, 2023 and has served on our Board since January 25, 2023. Prior to joining Honest, Ms. Vernón served as the Vice President of Consumables Categories at Amazon.com, Inc. (“Amazon”), an e-commerce company, from January 2021 to December 2022 where she had Profit and Loss (“P&L”) responsibility for Household Essentials, Wellness, Beauty, Baby, Food and Beverage categories on Amazon.com, as well as responsibility for technology development for those categories. Prior to joining Amazon, Ms. Vernón spent more than two decades in various P&L leadership roles at General Mills, Inc. (“General Mills”), a food manufacturing company. Most recently at General Mills, Ms. Vernón served as a Corporate Officer and the Operating Unit President of the Natural & Organic Division from July 2017 to April 2020. In this role, she had full management and P&L responsibility for a $900 million portfolio of highly regulated ESG (Environmental, Social and Governance) brands including Annie's Organic, Cascadian Farm, Epic Provisions, and Muir Glen, as well as leadership for establishing General Mills' leadership in regenerative agriculture. Ms. Vernón serves on the Board of Directors of Hasbro, Inc., a public global play and entertainment company, and on the Board of Trustees for The Smithsonian National Museum of the American Latino, and previously served on the Board of Trustees for Princeton University from 2020 to 2024. Ms. Vernón holds a B.A. degree in Ecology and Evolutionary Biology from Princeton and an M.B.A. from Texas McCombs School of Business. We believe that Ms. Vernón is qualified to serve on our Board because of her leadership experience at prior consumer product companies and focus on technology development, as well as her role as Chief Executive Officer of the Company which provides valuable insight into the day-to-day operations at the Company.
Board Diversity
Board Diversity The Company endeavors to have a Board representing diverse backgrounds and a wide range of professional experiences in areas that are relevant to the Company’s business and its status as a public company. Accordingly, the Board is committed to seeking out highly qualified candidates of diverse backgrounds and perspectives. As of our record date, 78% of our directors were women or racially or ethnically diverse individuals. We believe that our current directors possess diverse professional experiences, skills and backgrounds, in addition to, among other characteristics, high standards of personal and professional ethics and valuable knowledge of our business and our industry.
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
Summary Compensation Table
Summary Compensation Table The following table shows for the fiscal years ended December 31, 2025 and 2024, compensation awarded to, or paid to our named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Ms. Carla Vernón, Chief Executive Officer | 2025 | 773,462 | — | 3,139,166 | 219,800 | 13,518 | 4,145,946 | | | 2024 | 725,000 | — | 3,683,758 | 884,000 | 9,760 | 5,302,518 | | Mr. Curtiss Bruce, Chief Financial Officer (5) | 2025 | 269,231 | 212,500 | 1,030,630 | 58,000 | 11,484 | 1,581,845 | | | 2024 | — | — | — | — | — | — | | Mr. Etienne von Kunssberg, SVP, Supply Chain (6) | 2025 | 286,731 | 43,000 | 585,971 | 51,000 | 11,536 | 978,238 | | | 2024 | — | — | — | — | — | — |
Summary Compensation Table
________________ (1) For 2025, represents: (i) for Mr. Curtiss, sign-on bonuses; and (ii) for Mr. von Kunssberg, a sign-on bonus and the discretionary portion of his 2025 cash bonus. See “— Narrative to the Summary Compensation Table — Sign-On Bonuses” and “— Narrative to the Summary Compensation Table — Non-Equity Incentive Plan Compensation” below for details. (2) Amounts reported represent the aggregate grant date fair value of the RSUs granted to our named executive officers, computed in accordance with the provisions of ASC Topic 718. The assumptions used in calculating the grant date fair value of these stock awards are set forth in Note 11 to our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 25, 2026. The reported amounts reflect the accounting cost for these stock awards and do not reflect the actual economic value that may be realized by the named executive officers. (3) Reflects non-equity incentive plan compensation paid to Ms. Vernón, Mr. Bruce, and Mr. von Kunssberg for the achievement of pre-established corporate performance goals during fiscal year 2025. See “—Narrative to the Summary Compensation Table —Non-Equity Incentive Plan Compensation” below for a description of the material terms pursuant to which the non-equity incentive plan compensation for 2025 was awarded. (4) For 2025, represents: (i) for Ms. Vernón, $1,950 for tax preparation services, $11,400 for matching contributions made by us under our 401(k) plan and $168 for life insurance policy premiums paid by us; (ii) for Mr. Bruce, $11,400 for matching contributions made by us under our 401(k) plan and $84 for life insurance policy premiums paid by us; and (iii) for Mr. von Kunssberg, $11,400 for matching contributions made by us under our 401(k) plan, and $136 for life insurance policy premiums paid by us. (5) Mr. Bruce commenced employment with us on June 2, 2025. (6) Mr. von Kunssberg commenced employment with us on February 24, 2025.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards for the named executive officers.
Outstanding Equity Awards At December 31, 2025
Outstanding Equity Awards At December 31, 2025
Outstanding Equity Awards At December 31, 2025
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($) (1) | | Ms. Carla Vernón, Chief Executive Officer | 3/21/2023 (2) | - | - | - | - | 576,637 | 1,487,723 | | | 2/29/2024 (3) | - | - | - | - | 668,424 | 1,724,534 | | | 2/27/2025 (4) | - | - | - | - | 627,206 | 1,618,191 | | Mr. Curtiss Bruce, Chief Financial Officer | 7/1/2025 (5) | - | - | - | - | 202,880 | 523,430 | | Mr. Etienne von Kunssberg, SVP, Supply Chain | 3/16/2025 (4) | - | - | - | - | 115,122 | 297,015 |
Outstanding Equity Awards At December 31, 2025
(1) The dollar amounts shown in this column are determined by multiplying the number of shares shown in the preceding column by $2.58, the closing price of our common stock on December 31, 2025, the last day of our fiscal year. (2) 25% of the shares underlying this RSU award vested on March 4, 2024 and the remaining shares vest in 12 equal quarterly installments thereafter, subject to continued service with us through the applicable vesting dates. (3) 25% of the shares underlying this RSU award vested on March 4, 2025 and the remaining shares vest in 12 equal quarterly installments thereafter, subject to continued service with us through the applicable vesting dates. (4) 25% of the shares underlying this RSU award vested on March 4, 2026 and the remaining shares vest in 12 equal quarterly installments thereafter, subject to continued service with us through the applicable vesting dates. (5) 25% of the shares underlying this RSU award vest on May 19, 2026 and the remaining shares vest in 12 equal quarterly installments thereafter, subject to continued service with us through the applicable vesting dates.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As of December 31, 2025, each of our named executive officers was eligible for severance benefits under his or her employment agreement with us upon termination of employment under certain circumstances, as described below. Under the terms of her employment agreement, if Ms. Vernón were terminated without “cause” (excluding by reason of death or disability) or resigns for “good reason” (as such terms are defined in her employment agreement), she would be entitled to receive: (a) cash severance in an amount equal to (i) 12 months of her then-current base salary, plus (ii) her target annual bonus amount for the year in which the termination occurs; (b) COBRA group health insurance premiums for 12 months; and (c) with respect to any time-based equity awards granted at least 12 months prior to the termination date, the vesting of such awards will be accelerated as to the portion of such awards that would have vested during the 12-month period following the termination. Under the terms of his employment agreement, if Mr. Bruce is terminated without “cause” (excluding by reason of death or disability) or resigns for “good reason” (as such terms are defined in his employment agreement), he will be entitled to receive: (a) cash severance in an amount equal to (i) 12 months of his then-current base salary, plus (ii) a pro rata portion of his annual bonus for the year in which the termination occurs, based on the achievement of applicable corporate and/or individual objectives and milestones; and (b) COBRA group health insurance premiums for 12 months. Under the terms of his employment agreement, if Mr. von Kunssberg is terminated without “cause” (excluding by reason of death or disability) or resigns for “good reason” (as such terms are defined in his employment agreement), he will be entitled to receive: (a) cash severance in an amount equal to 6 months of his then-current base salary; and (b) COBRA group health insurance premiums for 6 months. The severance benefits described above are conditioned upon the named executive officer signing and not revoking a separation agreement and release of claims by no later than the sixtieth (60th) day after the employment termination, and resigning from all positions and terminating any relationships as an employee, advisor, officer, or director with us and any of its affiliates as of the date of termination. In February 2026, the Compensation Committee approved and adopted The Honest Company, Inc. Severance Plan (the “Severance Plan”), pursuant to which our Chief Executive Officer, and certain other officers of the Company, including the named executive officers (each, including the Chief Executive Officer, a “covered officer”), will be eligible to receive certain severance benefits as described in the Severance Plan. Among other eligibility conditions, a covered officer must sign and return a participation agreement to be eligible to participate in the Severance Plan. The Severance Plan supersedes and replaces the severance provisions in our named executive officers' respective employment agreements, as described above. Under the terms of the Severance Plan, in the event the Company terminates a covered officer's employment without “cause” (as defined in the Severance Plan) (other than due to death or “disability” (as defined in the Severance Plan)) or the covered officer resigns for “good reason” (as defined in the Severance Plan), in either case during the three month period prior to and ending 12 months following the date of a “change in control” (as defined in the Severance Plan) of the Company (the “change in control period”), and the covered officer timely executes a general release of claims against the Company, the covered officer will receive the following severance benefits: •a lump sum payment equal to one times annual base salary and target cash bonus (two times in the case of the Chief Executive Officer); •a lump sum payment equal to the covered officer's target annual cash bonus for the year of termination, prorated for the number of days worked during the year; •payment of COBRA premiums for continued health care coverage for a period of up to 12 months (up to 18 months in the case of the Chief Executive Officer; and •full accelerated vesting of outstanding equity awards (based on the higher of target or, if measurable, actual performance for performance-based equity awards for which the performance period has not been completed, unless otherwise provided in an individual award agreement). In addition, in the event that the Company terminates a covered officer's employment without cause (other than due to death or disability) or the covered officer resigns for good reason, in either case other than during a change in control period, and the covered officer timely executes a general release of claims against the Company, the covered officer will receive the following severance benefits: •a lump sum payment equal to one times base salary; •a lump sum payment equal to the covered officer's target annual cash bonus for the year of termination, prorated for the number of days worked during such year; and •payment of COBRA premiums for continued health care coverage for a period of up to 12 months.
Director Compensation
Director Compensation The following table shows for the fiscal year ended December 31, 2025 certain information with respect to the compensation of all non-employee directors of the Company. Ms. Vernón, our Chief Executive Officer, did not receive additional compensation for her service as a director, and therefore is not included in the Director Compensation table below. All compensation paid to Ms. Vernón in 2025 is reported above in the “Summary Compensation Table.”
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | Total ($) | | Ms. Jessica Alba | 50,000 | 186,670 | 236,670 | | Mr. Michael Barkley | 62,500 | 186,670 | 249,170 | | Ms. Katherine Bayne (1) | 80,000 | 186,670 | 266,670 | | Ms. Susan Gentile | 77,500 | 186,670 | 264,170 | | Mr. John R. (Jack) Hartung (1) | 75,934 | 186,670 | 262,604 | | Ms. Alissa Hsu Lynch (1) | 70,000 | 186,670 | 256,670 | | Ms. Andrea A. Turner (1) | 72,500 | 186,670 | 259,170 | | Mr. James D. White | 132,033 | 186,670 | 318,703 |
Director Compensation for Fiscal 2025
(1) Ms. Bayne, Mr. Hartung, Ms. Lynch, and Ms. Turner each elected to receive the aggregate cash fees he or she was otherwise entitled to receive in 2025, as determined as of January 1, 2025, in the form of an RSU award of substantially equivalent value calculated as set forth under “Equity Compensation” below: Ms. Bayne, $80,000; Mr. Hartung, $70,000; Ms. Lynch, $70,000; and Ms. Turner, $72,500. Accordingly, the following number of RSUs were granted to Ms. Bayne, Mr. Hartung, Ms. Lynch, and Ms. Turner: (i) for Ms. Bayne, an award of 10,683 RSUs with a grant date fair value of $74,033; (ii) for Mr. Hartung, an award of 9,348 RSUs with a grant date fair value of $64,782; (iii) for Ms. Lynch, an award of 9,348 RSUs with a grant date fair value of $64,782; and (iv) for Ms. Turner, an award of 9,682 RSUs with a grant date fair value of $67,096. See footnote (2) below for how the aggregate grant date fair value of these RSUs were calculated. Mr. Hartung received an additional $5,934 in fees, paid in cash, for his transition to Chair of the Compensation Committee following the 2025 Annual Meeting of Stockholders. Mr. Hartung elected to defer the settlement of his fully vested RSUs until the earlier of a “change in control” (as defined in the Non-Employee Director Compensation Policy), or within 60 days following his “separation date” (as defined in the Non-Employee Director Compensation Policy) or death, whichever is earlier. Amounts reported represent the aggregate grant date fair value of the RSUs granted to our non-employee directors in 2025, computed in accordance with the provisions of ASC Topic 718. The assumptions used in calculating the grant date fair value of these stock awards are set forth in Note 11 to our audited consolidated financial statements included in our Annual Report. The reported amounts reflect the accounting cost for these stock awards and do not reflect the actual economic value that may be realized by the non-employee director. (2) Amounts reported represent the aggregate grant date fair value of the RSUs granted to our non-employee directors in 2025, computed in accordance with the provisions of ASC Topic 718. The assumptions used in calculating the grant date fair value of these stock awards are set forth in Note 11 to our audited consolidated financial statements included in our Annual Report. The reported amounts reflect the accounting cost for these stock awards and do not reflect the actual economic value that may be realized by the non-employee directors. During 2025, 38,252 RSUs were granted to our non-employee directors for their annual grant as set forth under “Equity Compensation” below. The table below shows the aggregate numbers of shares of our common stock subject to outstanding option awards (exercisable and unexercisable) and/or RSU awards (unvested) held as of December 31, 2025 by each non-employee director who served in such role during 2025. As of December 31, 2025, Mr. Hartung also held 334,403 fully-vested deferred RSUs.
Director Compensation for Fiscal 2025
| Name | Options Outstanding at Year End | Stock Awards Outstanding at Year End | | Ms. Jessica Alba | 700,000 | 38,252 | | Mr. Michael Barkley | — | 75,888 | | Ms. Katherine Bayne | 120,000 | 38,252 | | Ms. Susan Gentile | — | 38,252 | | Mr. John R. (Jack) Hartung | — | 38,252 | | Ms. Alissa Hsu Lynch | — | 75,888 | | Ms. Andrea A. Turner | — | 75,888 | | Mr. James D. White | — | 38,252 |
Narrative to Director Compensation Table
Narrative to Director Compensation Table Our Board has adopted a Non-Employee Director Compensation Policy (the “Policy”), which became effective in connection with our IPO in May 2021, pursuant to which each of our directors who is not serving as an employee of the Company is eligible to receive compensation for service on our Board and committees of our Board. Our compensation committee reviews the non-employee director compensation provided in the Policy periodically and recommends changes to our board when it deems appropriate. To assist with our compensation committee’s and our board’s review, our compensation committee’s external compensation consultant prepares an assessment of our non-employee director compensation program. The assessment includes benchmarking director compensation against the same peer group used for executive compensation decision-making, an update in recent trends in director compensation and a review of related corporate governance best practices. We target compensation for service on our board and committees generally at the median for board service at companies in our peer group of companies. The Policy consists of the following components:
Equity Compensation
Equity Compensation •Initial Grant: Each non-employee director who first joins our Board will be automatically granted an RSU award (the “Initial Grant”), covering a number of RSUs equal to (i) $185,000 divided by (ii) the average fair market value of a share of our common stock for the 30 consecutive market trading days ending on and including the last market trading day prior to the grant date of such Initial Grant (or if the Initial Grant is granted on the effective date of the Policy, the initial price of a share of our common stock to the public), rounded down to the nearest whole unit. Each Initial Grant will vest in three equal annual installments on the one-, two- and three-year anniversaries of the grant date, subject to the non-employee director’s continued service on each vesting date. •Annual Grant and Prorated Annual Grant: On the date of each Annual Meeting of our stockholders, each person who is then a non-employee director will be automatically granted an RSU award (the “Annual Grant”), covering a number of RSUs equal to (i) $185,000 divided by (ii) the average fair market value of a share of our common stock for the 30 consecutive market trading days ending on and including the last market trading day prior to the grant date of such Annual Grant, rounded down to the nearest whole unit. In addition, each non-employee director who first joins our Board on a date other than the date of an annual meeting of our stockholders, on the date the non-employee director first joins our Board, will be automatically granted an RSU award (the “Prorated Annual Grant”), covering a number of RSUs equal to (i) $185,000 multiplied by a fraction, the numerator of which equals 365 minus the total number of days, as of the grant date of such Prorated Annual Grant, that have occurred since the last Annual Meeting of our stockholders and the denominator of which equals 365, divided by (ii) the average fair market value of a share of our common stock for the 30 consecutive market trading days ending on and including the last market trading day prior to the grant date of such Prorated Annual Grant, rounded down to the nearest whole unit. Each Annual Grant and Prorated Annual Grant will fully vest on the earlier of (i) the one-year anniversary of its grant date, and (ii) the date immediately prior to the next Annual Meeting of our stockholders following its grant date, subject to the non-employee director’s continued service through the applicable vesting date. •Interim Annual Grant and Prorated Interim Annual Grant: Each non-employee director who first joined our Board before June 1, 2022, was automatically granted an RSU award (the “Prorated Interim Annual Grant”), on the date such non-employee director first joins our Board. Each Prorated Interim Annual Grant will cover a number of RSUs equal to (i) $185,000 multiplied by a fraction, the numerator of which equals the total number of days during the period beginning on the date the non-employee director first joined our Board and ending on June 1, 2022 and the denominator of which equals 365, divided by (ii) the average fair market value of a share of common stock for the 30 consecutive market trading days ending on and including the last market trading day prior to the grant date of such Prorated Interim Annual Grant, rounded down to the nearest whole unit. Each Prorated Interim Annual Grant fully vested on the earlier of (i) the date immediately prior to the Annual Meeting of our stockholders next following the grant date of the Prorated Interim Annual Grant and (ii) June 1, 2022, subject to the non-employee director’s continued service through the vesting date. •Retainer Grant: Each non-employee director may elect to forego receiving payment of all (but not less than all) of the annual cash retainers described above that he or she is otherwise eligible to receive for the period during our fiscal year that the election applies commencing on the first day of such fiscal year (or if the non-employee director makes the election in our fiscal year that the election applies, on the first day of our fiscal quarter next following our fiscal quarter in which the election is made) and ending on the last day of such fiscal year and instead receive an award of RSUs (the “Retainer Grant”), provided such election is timely made and complies with certain other requirements specified in the Policy. If a non-employee director timely makes the election described above in accordance with the Policy, on the first day of our fiscal year that the election applies (or if the non-employee director makes the election in our fiscal year that the election applies, on the first day of our fiscal quarter following our fiscal quarter in which the election is made), the non-employee director will be automatically granted a Retainer Grant covering a number of RSUs equal to the (i) aggregate amount of the annual cash retainers that the non-employee director is eligible to receive under the Policy for the applicable period to which the election applies divided by (ii) the average fair market value of a share of our common stock for the 30 consecutive market trading days ending on and including the last market trading day prior to the grant date of such Retainer Grant, rounded down to the nearest whole unit. Each Retainer Grant will vest in equal quarterly installments over the period commencing on the grant date of the Retainer Grant and ending on the last day of the fiscal year in which the Retainer Grant is granted, subject to the non-employee director’s continued service on each vesting date. Each non-employee director may elect to defer the delivery of shares in settlement of any RSU award granted under the Policy that would otherwise be delivered to such non-employee director on or following the date such award vests pursuant to the terms of a deferral election such non-employee director makes in accordance with the Policy. Each restricted RSU award held by a non-employee director that is granted under the Policy, including the awards described above, will fully vest upon such non-employee director’s death or “disability” (as defined in our 2021 Plan), or immediately prior to the consummation of a “change in control” (as defined in our 2021 Plan), in each case to extent such award is outstanding immediately prior to the occurrence of such event. The aggregate value of all compensation granted or paid, to any non-employee director with respect to any fiscal year of the company, including awards granted and cash fees paid by us to such non-employee director, will not exceed (1) $750,000 in total value or (2) if such non-employee director first joins our Board during such fiscal year or is serving as the non-employee chair of our Board during such fiscal year, $1,500,000 in total value.