DEF 14A of Sionna Therapeutics, Inc., Apr 27, 2026

DEF 14A of Sionna Therapeutics, Inc.

Filed Apr 27, 2026 · FY20250001628280-26-027489

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS Our board of directors currently consists of ten members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: •the class I directors are Bruce Booth, D.Phil., Lucian Iancovici, M.D., and Joshua Resnick, M.D., M.B.A., and their terms will expire at the annual meeting of stockholders to be held in 2028; •the class II directors are H. Edward Fleming, Jr., M.D., Marcella Kuhlman Ruddy, M.D., Peter A. Thompson, M.D., and Joanne Louise Viney, Ph.D., and their terms will expire at the Annual Meeting; and •the class III directors are Paul Clancy, M.B.A., Michael Cloonan, M.B.A., and Laurie Stelzer, M.B.A., and their terms will expire at the annual meeting of stockholders to be held in 2027. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the outstanding shares then entitled to vote in an election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by the affirmative vote of a majority of our directors then in office, even if less than a quorum. This year, the term of our class II directors, H. Edward Fleming, Jr., M.D., Marcella Kuhlman Ruddy, M.D., Peter A. Thompson, M.D., and Joanne Louise Viney, Ph.D., is expiring. The nominees are presently directors, and have indicated a willingness to continue to serve as directors, if elected. In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to Sionna and our board of directors.

  2. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and their ages as of April 27, 2026.

  3. Nominees for Election as Class II Directors

    | Name | Positions and Offices Held with Sionna | Director Since | Age | | H. Edward Fleming, Jr., M.D. | Director | 2024 | 63 | | Marcella Kuhlman Ruddy, M.D. | Director | 2025 | 63 | | Peter A. Thompson, M.D. | Director | 2022 | 66 | | Joanne Louise Viney, Ph.D. | Director | 2025 | 60 |

  4. Nominees for Election as Class II Directors

    H. Edward Fleming, Jr., M.D. has served as a member of our board of directors since March 2024. Dr. Fleming joined Enavate Sciences GP, LLC in November 2022 and serves as executive vice president of commercialization, investing in and building therapeutic companies. Previously, in 2022, Dr. Fleming retired from McKinsey & Company, where he worked for 26 years in various roles, including senior partner, global leader of research and development and senior advisor. Dr. Fleming has also served on the boards of directors of Upstream Bio, Inc. (NASDAQ: UPB) since June 2023 and of CRISPR Therapeutics AG (NASDAQ: CRSP) since June 2021. In addition, Dr. Fleming is a member of the boards of directors of several private companies, including Komodo Health, Inc., Orso Bio, Inc., Sudo Biosciences, Inc., Egnite, Inc. and Yemaya, Inc., and serves on the board of visitors of Vanderbilt’s School of Basic Sciences. Dr. Fleming earned a B.A. in chemistry from Harvard University and an M.D. from Vanderbilt University, and completed internal medicine training at Johns Hopkins Hospital and subspecialty training in pulmonary and critical care medicine at the University of California, San Francisco. We believe Dr. Fleming’s extensive background in the healthcare industry and experience working closely with biopharmaceutical companies provide him with the appropriate set of skills to serve as a member of our board of directors. Peter A. Thompson, M.D. has served as a member of our board of directors since February 2022. Dr. Thompson is a member at OrbiMed Advisors LLC, an investment firm, where he has served in various roles of increasing responsibility since 2010. Dr. Thompson currently serves on the boards of directors of ARS Pharmaceuticals Inc. (formerly Silverback Therapeutics, Inc.) (NASDAQ: SPRY), since April 2016, Corvus Pharmaceuticals, Inc. (NASDAQ: CRVS), since November 2014, and Edgewise Therapeutics, Inc. (NASDAQ: EWTX), since May 2017, as well as several private companies. Previously, Dr. Thompson served on the boards of directors of Alpine Immune Sciences, Inc. (NASDAQ: ALPN), Decibel Therapeutics, Inc. (NASDAQ: DBTX), Janux Therapeutics, Inc. (NASDAQ: JANX), and PMV Pharmaceuticals, Inc. (NASDAQ: PMVP). Dr. Thompson previously served in executive leadership roles at Trubion Pharmaceuticals, Inc., Chiron Corporation and Becton, Dickinson and Company. Dr. Thompson is also an Affiliate Professor of Neurosurgery at the University of Washington. In addition, Dr. Thompson holds a Sc. B. in Molecular Biology and Mathematics from Brown University and an M.D. from Brown University Medical School. We believe Dr. Thompson’s management and venture capital experience in the biopharmaceutical industry provides him with the appropriate set of skills to serve as a member of our board of directors. Joanne Louise Viney, Ph.D. has served as a member of our board of directors since January 2025. Dr. Viney is a co-founder and has served as the chief executive officer of Seismic Therapeutic, Inc. (“Seismic”) since October 2021. Prior to that, Dr. Viney co-founded and served as the chief scientific officer of Pandion Therapeutics, Inc. (NASDAQ: PAND) (“Pandion”) (acquired by Merck & Co Inc. (NYSE: MRK)) from March 2017 to October 2021. Dr. Viney currently serves on the boards of directors of several private companies, including Seismic and Zag Bio, as well as Lab Central, Inc. Dr. Viney previously served on the boards of directors of Graphite Bio, Inc. (NASDAQ: GRPH) (now Lenz Therapeutics, Inc. (NASDAQ: LENZ)) from March 2021 to March 2024, Harpoon Therapeutics, Inc. (NASDAQ: HARP) from July 2020 to June 2023, Finch Therapeutics Group, Inc. (NASDAQ: FNCH) from August 2019 to March 2023 and several private companies. Dr. Viney received her B.Sc. with Honors in biophysical science from the University of East London and her Ph.D. from the University of London, St. Bartholomew’s Hospital Medical School. We believe Dr. Viney’s substantial leadership experience and scientific background in the biotechnology industry provides her with the appropriate set of skills to serve as a member of our board of directors. Marcella Kuhlman Ruddy, M.D. has served as a member of our board of directors since January 2025. Dr. Ruddy has over 20 years of experience in drug development. Dr. Ruddy has served as the chief medical officer of Tectonic Therapeutic, Inc. (NASDAQ: TECX) since July 2021. From June 2016 to June 2021, Dr. Ruddy served as vice president of clinical development, immunology at Regeneron Pharmaceuticals, Inc. (NASDAQ: REGN), where she oversaw the clinical development of Dupixent. She is a trained pulmonologist who founded and led the Adult Cystic Fibrosis center at Massachusetts General Hospital, Boston from 1999-2004 prior to starting her drug development career at Merck & Co Inc. (NYSE: MRK). Dr. Ruddy has served on the board of directors of Upstream Bio, Inc. (NASDAQ: UPB) since January 2023. Dr. Ruddy previously served on the board of directors of Polarean, Inc. from August 2022 to June 2024. Dr. Ruddy received her B.A. in history from Princeton University and her M.D. and M.S. from Washington University, School of Medicine, St. Louis. We believe Dr. Ruddy’s extensive experience in drug development and background in the biopharmaceutical industry provides her with the appropriate set of skills to serve as a member of our board of directors. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if any nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 27, 2026.

  6. Directors Continuing in Office

    | Name | Position and Offices Held with Sionna | Director Since | Class and Year in Which Term Will Expire | Age | | Bruce Booth, D.Phil. | Director | 2020 | Class I – 2028 | 52 | | Lucian Iancovici, M.D. | Director | 2019 | Class I – 2028 | 44 | | Joshua Resnick, M.D., M.B.A. | Director | 2019 | Class I – 2028 | 51 | | Paul Clancy, M.B.A. | Chairperson of the Board | 2022 | Class III – 2027 | 64 | | Michael Cloonan, M.B.A. | President, Chief Executive Officer, and Director | 2021 | Class III – 2027 | 55 | | Laurie Stelzer, M.B.A. | Director | 2024 | Class III – 2027 | 58 |

  7. Class I Directors (Term Expires at 2028 Annual Meeting)

    Class I Directors (Term Expires at 2028 Annual Meeting) Bruce Booth, D.Phil. has served as a member of our board of directors since June 2020. Dr. Booth joined Atlas Venture in 2005 and currently serves as general partner. Dr. Booth co-founded Kymera Therapeutics, Inc. (NASDAQ: KYMR) and has served as chairman of its board of directors since April 2016. Dr. Booth is chair or a member of the boards of directors of several private companies, including Nimbus Therapeutics, LLC, HotSpot Therapeutics, Inc., and Matchpoint Therapeutics, Inc. Dr. Booth previously served on the boards of directors of AVROBIO, Inc. (now Tectonic Therapeutic, Inc. (NASDAQ: TECX)) from February 2016 to June 2024, Magenta Therapeutics, Inc. (now Dianthus Therapeutics, Inc. (NASDAQ: DNTH)) from February 2016 to September 2023, Vigil Neuroscience, Inc. (NASDAQ: VIGL) from June 2020 to August 2025 and several private companies. Dr. Booth earned a B.S. in biochemistry, summa cum laude, from Pennsylvania State University. Dr. Booth was a British Marshall Scholar and earned a D.Phil. in molecular immunology from Oxford University’s Nuffield Department of Medicine. We believe Dr. Booth’s extensive leadership, executive, managerial and business experience with life sciences companies and experience as a public company board member provide him with the appropriate set of skills to serve as a member of our board of directors. Lucian Iancovici, M.D. has served as a member of our board of directors since December 2019. Dr. Iancovici is currently a managing director with TPG Global, LLC, a private equity investment firm, where he has worked since January 2018. From September 2012 to October 2017, Dr. Iancovici served as the head of the Qualcomm Life Fund (“Qualcomm”), a venture fund focused on investing in digital health technologies. From January 2015 to October 2017, Dr. Iancovici was a general partner at dRx Capital, a joint venture investment company launched by Novartis AG and Qualcomm. From 2011 to 2012, Dr. Iancovici was an associate at McKinsey & Company. Dr. Iancovici has served on the board of directors of Rallybio Corporation (NASDAQ: RLYB) since May 2020 and serves on the boards of the following private companies: K2 Medical Research, Ellodi Pharmaceuticals and AnovoRx Holdings, Inc. Dr. Iancovici is a board certified internal medicine doctor who trained at Columbia University Medical Center in New York prior to joining McKinsey & Company. Dr. Iancovici received a B.A. in economics and an M.D., both from Tufts University. We believe Dr. Iancovici’s extensive experience in the venture capital industry and his medical and scientific background and training provide him with the appropriate set of skills to serve as a member of our board of directors. Joshua Resnick, M.D., M.B.A. has served as a member of our board of directors since December 2019. Dr. Resnick is a Partner at RA Capital Management, L.P., where he previously served as a Senior Managing Director from October 2018 to March 2023. Dr. Resnick is also a faculty member at Harvard Medical School and continues to practice medicine as an attending physician in the Department of Emergency Medicine at Massachusetts General Hospital. Dr. Resnick has served on the boards of directors of PepGen Inc. (NASDAQ: PEPG) since November 2020, Aerovate Therapeutics, Inc. (NASDAQ: AVTE) since August 2020, as well as from October 2018 to February 2020, and Vor Biopharma Inc. (NASDAQ: VOR) since February 2019. Dr. Resnick received a B.A. in chemistry from Williams College, an M.D. from the University of Pennsylvania Perelman School of Medicine and an M.B.A. from The Wharton School of the University of Pennsylvania. We believe Dr. Resnick’s biopharmaceutical industry and investor experience and medical background provide him with the appropriate set of skills to serve as a member of our board of directors.

  8. Class III Directors (Term Expires at 2027 Annual Meeting)

    Class III Directors (Term Expires at 2027 Annual Meeting) Paul Clancy, M.B.A. has served as chair of our board of directors since June 2022. Mr. Clancy is currently a visiting senior lecturer of Finance at Cornell University’s Graduate School of Management, where he has been employed since August 2020, and has been an executive fellow at Harvard Business School since July 2020. Previously, Mr. Clancy served as executive vice president and senior advisor at Alexion Pharmaceuticals, Inc. (NASDAQ: ALXN) from November 2019 to July 2020 and executive vice president and chief financial officer from July 2017 to October 2019. Mr. Clancy also served as executive vice president and chief financial officer of Biogen, Inc. (NASDAQ: BIIB) from August 2007 to June 2017. Mr. Clancy also serves on the board of directors of Incyte Corporation (NASDAQ: INCY), since 2015. Mr. Clancy previously served on the boards of directors of Agios Pharmaceuticals, Inc. (NASDAQ: AGIO) from September 2013 to June 2023, Xilio Therapeutics, Inc. (NASDAQ: XLO), from July 2020 to December 2025 and Exact Sciences Corporation (NASDAQ: EXAS), from March 2021 to March 2026. Mr. Clancy earned a B.S. in finance from Babson College and an M.B.A. from Columbia University. We believe Mr. Clancy’s significant financial background in the biopharmaceutical industry and experience as a public company board member provide him with the appropriate set of skills to serve as a member of our board of directors. Michael Cloonan, M.B.A. has served as our President, Chief Executive Officer and a member of our board of directors since May 2021. Previously, Mr. Cloonan served as the Chief Operating Officer of Sage Therapeutics, Inc. (NASDAQ: SAGE) (“Sage”) from May 2020 to May 2021, and as the chief business officer of Sage from April 2017 to May 2020. Prior to joining Sage, Mr. Cloonan served in various leadership positions at Biogen, Inc. (NASDAQ: BIIB) (“Biogen”) in various business and commercial roles in his fourteen years at Biogen. His most recent role at Biogen was as senior vice president, U.S. Commercial, where he was the general manager of the multi-billion dollar MS, hemophilia and SMA franchises. Mr. Cloonan served on the board of directors of bluebird bio, Inc. (NASDAQ: BLUE) from June 2024 until the company was sold in 2025. Mr. Cloonan earned a B.A. in economics and accounting from the College of the Holy Cross and an M.B.A. from the Darden Graduate School of Business Administration at the University of Virginia. We believe Mr. Cloonan’s extensive leadership experience in the biotechnology industry and experience as a public company board member provide him with the appropriate set of skills to serve as a member of our board of directors. Laurie Stelzer, M.B.A. has served as a member of our board of directors since November 2024. Ms. Stelzer served as the Chief Financial Officer of Kailera Therapeutics, Inc. (“Kailera”) from January 2025 to October 2025. Prior to Kailera, Ms. Stelzer served as the Chief Financial Officer of Orna Therapeutics (“Orna”) from May 2024 to January 2025. Prior to Orna, Ms. Stelzer served as the Chief Financial Officer of ReNAgade Therapeutics, Inc. (“ReNAgade”) from September 2023 until the completion of its acquisition by Orna in May 2024. Prior to joining ReNAgade, Ms. Stelzer served as the Chief Financial Officer of Mirati Therapeutics, Inc. (NASDAQ: MRTX) (“Mirati Therapeutics”) from May 2022 to September 2023. Prior to joining Mirati Therapeutics, Ms. Stelzer served as the Executive Vice President and Chief Financial Officer of Arena Pharmaceuticals, Inc. (“Arena Pharmaceuticals”) (acquired by Pfizer, Inc. (“Pfizer”)) from March 2020 until the completion of Pfizer’s acquisition in March 2022. Prior to joining Arena Pharmaceuticals, Ms. Stelzer served as the Chief Financial Officer at Halozyme Therapeutics, Inc. (“Halozyme Therapeutics”) (NASDAQ: HALO) from June 2015 to March 2020, and before Halozyme Therapeutics, she held senior management roles at Shire Plc (acquired by Takeda Pharmaceuticals Company Limited (NYSE: TAK)) and Amgen, Inc. Ms. Stelzer has served as a member of the board of directors of PMV Pharmaceuticals, Inc. (NASDAQ: PMVP) since 2020, Spyre Therapeutics, Inc. (NASDAQ: SYRE) since 2023, MBX Biosciences, Inc. (NASDAQ: MBS) since 2026, Surface Oncology, Inc. (NASDAQ: SURF) from 2018 until its acquisition by Coherus Oncology, Inc. in September 2023 and Longboard Pharmaceuticals, Inc. from 2020 to 2021. Ms. Stelzer received her B.S. in Accounting from Arizona State University and her M.B.A. from University of California, Los Angeles, Anderson School of Management. We believe Ms. Stelzer’s executive and business experience in the biopharmaceutical industry provides her with the appropriate set of skills to serve as a member of our board of directors.

  9. Director Compensation

    Director Compensation The table below shows all compensation awarded to, earned by or paid to each person who served as a non-employee director during 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2025. During 2025, Michael Cloonan, M.B.A., our President and Chief Executive Officer, served as a member of our board of directors and received no additional compensation for his services as a member of our board of directors and, consequently, is not included in this table. The compensation received by Mr. Cloonan during 2025 is set forth in the section of this proxy statement captioned “Executive Compensation—Summary Compensation Table.”

  10. 2025 Director Compensation Table

    2025 Director Compensation Table

  11. 2025 Director Compensation Table

    | | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | Name | | | | | Bruce Booth, D.Phil.(3) | 41,400 | 239,839 | 281,239 | | Paul Clancy, M.B.A.(4) | 83,300 | 239,839 | 323,139 | | H. Edward Fleming, Jr., M.D.(5) | 43,200 | 239,839 | 283,039 | | Lucian Iancovici, M.D.(6) | — | — | — | | Joshua Resnick, M.D., M.B.A.(7) | 36,000 | 239,839 | 275,839 | | Marcella Kuhlman Ruddy, M.D.(8) | 43,494 | 760,072 | 803,566 | | Laurie Stelzer, M.B.A.(9) | 59,800 | 239,839 | 299,639 | | Peter A. Thompson, M.D.(10) | 40,050 | 239,839 | 279,889 | | Joanne Louise Viney, Ph.D.(11) | 50,244 | 760,072 | 810,316 |

  12. 2025 Director Compensation Table

    (1)The amounts reported represent the fees each director received for their services to our board of directors during the fiscal year ended December 31, 2025. (2)The amounts reported represent the aggregate grant date fair value of stock option awards granted, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). A discussion of the assumptions used in determining grant date fair value may be found in Note 2 of our consolidated financial statements included in our 2025 Annual Report. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting. The amounts reported in this column reflect the accounting cost for the stock option award and do not correspond to the actual economic value that may be received by the recipient upon the vesting of the awards or any sale of the underlying securities. (3)As of December 31, 2025, Dr. Booth held outstanding options to purchase an aggregate of 19,959 shares of our common stock, and did not hold any other stock awards. (4)As of December 31, 2025, Mr. Clancy held outstanding options to purchase an aggregate of 205,444 shares of our common stock, and did not hold any other stock awards. (5)As of December 31, 2025, Dr. Fleming held outstanding options to purchase an aggregate of 19,959 shares of our common stock, and did not hold any other stock awards. (6)Dr. Iancovici elected not to receive cash or equity compensation for his services as a director during 2025. As of December 31, 2025, Dr. Iancovici did not hold any options to purchase shares of our common stock, and did not hold any other stock awards. (7)As of December 31, 2025, Dr. Resnick held outstanding options to purchase an aggregate of 19,959 shares of our common stock, and did not hold any other stock awards. (8)As of December 31, 2025, Dr. Ruddy held outstanding options to purchase an aggregate of 59,878 shares of our common stock, and did not hold any other stock awards. Dr. Ruddy was appointed to the board of directors, effective January 6, 2025. (9)As of December 31, 2025, Ms. Stelzer held outstanding options to purchase an aggregate of 64,439 shares of our common stock, and did not hold any other stock awards. (10)As of December 31, 2025, Mr. Thompson held outstanding options to purchase an aggregate of 19,959 shares of our common stock, and did not hold any other stock awards. (11)As of December 31, 2025, Dr. Viney held outstanding options to purchase an aggregate of 59,878 shares of our common stock, and did not hold any other stock awards. Dr. Viney was appointed to the board of directors, effective January 6, 2025.

  13. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors has adopted a non-employee director compensation policy (as amended from time to time, the “director compensation policy”), which is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, our non-employee directors are eligible to receive cash retainers (which are payable quarterly in arrears and prorated for partial years of service) and equity awards as compensation for their services. In January 2026, our board of directors, upon recommendation of the compensation committee, approved changes to the annual cash retainers and equity compensation payable under the director compensation policy. The cash retainers payable in 2025 and 2026 are set forth below:

  14. Non-Employee Director Compensation Policy

    | Annual Cash Retainers for Board Membership | 2025 | 2026 | | Board Members | $40,000 | $40,000 | | Additional Retainer for Non-executive Chair | $30,000 | $30,000 | | Additional Retainer for Committee Membership | | | | Audit Committee: | | | | Members (other than chair) | $8,000 | $10,000 | | Chair | $16,000 | $20,000 | | Compensation Committee: | | | | Members (other than chair) | $6,000 | $7,500 | | Chair | $12,000 | $15,000 | | Nominating and Corporate Governance Committee: | | | | Members (other than chair) | $4,500 | $5,000 | | Chair | $9,000 | $10,000 |

  15. Non-Employee Director Compensation Policy

    The director compensation policy provides that, upon initial election or appointment to our board of directors, each non-employee director will be granted an initial, one-time equity award consisting of a stock option grant to purchase a certain number of shares of our common stock (the “Initial Grant”). The Initial Grant will vest in equal annual installments over three years following the grant date, subject to continued service through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting (other than a director receiving an Initial Grant on the date of such meeting) will be granted an annual stock option award to purchase a certain number of shares of our common stock (the “Annual Grant”). The Annual Grant will vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next annual meeting of stockholders, subject to continued service through the applicable vesting date. If a non-employee director joins our board of directors on a date other than the date of the annual meeting of stockholders, then in lieu of a full Annual Grant, such non-employee director will be granted a pro-rated portion of the Annual Grant based on the number of full months between the director’s initial election or appointment and such annual meeting of stockholders, which will vest in accordance with the same terms as the Annual Grants. The Initial Grants and Annual Grants (including any pro rata portions thereof) will each expire ten years from the applicable date of grant and have an exercise price per share equal to the fair market value of our common stock on the date of grant. The table below sets forth the equity awards applicable to our non-employee directors in 2025 and 2026.

  16. Non-Employee Director Compensation Policy

    | Equity Awards for Board Membership | 2025 | 2026 | | Initial Grant (# of shares subject to stock option) | 39,919 | 34,680 | | Annual Grant (# of shares subject to stock option) | 19,959 | 17,340 |

  17. Non-Employee Director Compensation Policy

    The Initial Grants and the Annual Grants (including any pro rata portions thereof) are subject to full accelerated vesting upon a sale event (as defined in the 2025 Stock Option and Incentive Plan (the “2025 Plan”)). The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year (or such other limits as may be set forth in the 2025 Plan or any successor plan). We will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors for their attendance at meetings of our board of directors or any committee thereof.

  18. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to our NEOs for services rendered to us in all capacities during the fiscal years ended December 31, 2024 and December 31, 2025.

  19. 2025 Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael Cloonan, M.B.A. | 2025 | 646,580 | — | 5,950,575 | 374,062 | 10,000 | 6,981,217 | | President and Chief Executive Officer | 2024 | 506,189 | — | 2,942,192 | 278,404 | — | 3,726,785 | | Elena Ridloff, C.F.A. | 2025 | 506,677 | — | 2,085,765 | 254,925 | 10,000 | 2,857,367 | | Chief Financial Officer | 2024 | 449,946 | — | 652,725 | 197,976 | — | 1,300,647 | | Caroline Stark Beer, M.B.A.(5) | 2025 | 158,945 | 30,000 | 5,324,783 | 71,599 | 7,569 | 5,592,896 | | Chief Business Officer | 2024 | — | — | — | — | — | — |

  20. 2025 Summary Compensation Table

    (1)Amount represents a one-time sign-on bonus of $30,000 paid to Ms. Stark Beer in connection with her commencement of employment in 2025. Pursuant to the terms of her offer letter, the sign-on bonus is subject to repayment if Ms. Stark Beer’s employment terminates under certain circumstances within two years of her start date. (2)For fiscal years 2024 and 2025, the amounts reported represent the aggregate grant date fair value of stock option awards granted to our NEOs during such fiscal year, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 2 of our consolidated financial statements included in our 2025 Annual Report. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting. The amounts reported in this column reflect the accounting cost for the stock option award and do not correspond to the actual economic value that may be received by our NEOs upon the vesting of the awards or any sale of the underlying securities. (3)Amounts reflect bonuses earned based on our achievement of specified performance metrics for the applicable fiscal year pursuant to our non-equity incentive plan. (4)Amounts reflect employer matching contributions made under the Company’s 401(k) defined contribution plan for 2025. (5)Ms. Stark Beer was not an NEO for 2024. Ms. Stark Beer commenced employment with us on September 8, 2025, and her annual base salary and bonus for 2025 were pro-rated accordingly.

  21. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth information concerning all outstanding equity awards held by our NEOs as of December 31, 2025.

  22. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | | | Option awards(1) | | | | | Name | Grant Date | Vesting Commencement Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | | Michael Cloonan, M.B.A. | 3/2/2022 | 2/2/2022 | 118,606 | 13,853(2) | 6.11 | 3/1/2032 | | | 3/13/2024 | 3/4/2024 | 287,430 | 369,554(2) | 6.11 | 3/12/2034 | | | 2/06/2025 | 2/6/2025 | 93,802 | 356,450(3) | 18.00 | 2/05/2035 | | Elena Ridloff, C.F.A. | 9/17/2021 | 9/14/2021 | 32,509 | —(4) | 0.78 | 9/16/2031 | | | 3/2/2022 | 2/2/2022 | 105,038 | 4,567(2) | 6.11 | 3/1/2032 | | | 3/13/2024 | 3/4/2024 | 63,766 | 81,985(2) | 6.11 | 3/12/2034 | | | 2/06/2025 | 2/6/2025 | 32,879 | 124,941(3) | 18.00 | 2/05/2035 | | Caroline Stark Beer, M.B.A. | 10/1/2025 | 9/8/2025 | — | 255,000(5) | 28.47 | 9/30/2035 |

  23. Outstanding Equity Awards at Fiscal 2025 Year-End

    (1)Each equity award is subject to the terms of our Equity Plans. (2)The shares underlying this stock option award, granted under our 2020 Plan, vest in 48 equal monthly installments over a four-year period following the vesting commencement date, in each case, subject to the NEO’s continuous “service relationship” (as defined in the 2020 Plan) with us through each applicable vesting date. Under the applicable award agreement, the shares underlying this option will become fully vested upon a sale event (as defined in the 2020 Plan). Notwithstanding the foregoing, this award is also subject to acceleration of vesting benefits as set forth in the NEO’s Severance Agreement and/or the Severance Plan, as applicable. (3)The shares underlying this stock option award, granted under our 2025 Plan, vest in 48 equal monthly installments over a four-year period following the vesting commencement date, in each case, subject to the NEO’s continuous “service relationship” (as defined in the 2025 Plan) with us through each applicable vesting date. Under the applicable award agreement, the shares underlying this option will become fully vested upon a sale event (as defined in the 2025 Plan). Notwithstanding the foregoing, this award is also subject to acceleration of vesting benefits as set forth in the NEO’s Severance Agreement and/or the Severance Plan, as applicable. (4)Represents fully vested shares subject to such stock option award, granted under our 2020 Plan. (5)The shares underlying this stock option award, granted under our 2025 Plan, vest over a four-year period as follows: 25% of such shares vest on the first anniversary of the vesting commencement date, and the remaining 75% of the shares vest in 36 equal monthly installments thereafter, in each case, subject to the NEO’s continuous “service relationship” (as defined in the 2025 Plan) with us through each applicable vesting date. Under the applicable award agreement, the shares underlying this award will become fully vested upon a sale event (as defined in the 2025 Plan). Notwithstanding the foregoing, this award is also subject to acceleration of vesting benefits as set forth in the Severance Plan.