DEF 14A of Omada Health, Inc.
Filed Apr 28, 2026 · FY20250001628280-26-027923
Election of Directors
Election of Directors We currently have eight directors on our Board. At the Annual Meeting, two Class I Directors—Sean Duffy and Trevor Fetter —are nominees to be elected to hold office until the 2029 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation, or removal. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose term will expire at the Annual Meeting; Class II, whose term will expire at the 2027 Annual Meeting of Stockholders; and Class III, whose current term expires at the 2028 Annual Meeting of Stockholders. The current Class I Directors are Sean Duffy and Trevor Fetter; the current Class II Directors are Jeryl Hilleman, Julie Klapstein, and Adam Stavisky; and the current Class III Directors are Anne Beal, M.D., M.P.H., Sachin Jain, M.D. and Jonathan Root, M.D. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of voting stock of the Company entitled to vote at an election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election of each of Messrs. Duffy and Fetter as a Class I Director. In the event that any of Messrs. Duffy and Fetter should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board may elect to reduce its size. The Board has no reason to believe that any of Messrs. Duffy and Fetter will be unable to serve if elected. Each of Messrs. Duffy and Fetter has consented to being named in this proxy statement and to serve if elected. Proxies cannot be voted for a greater number of persons than two at the Annual Meeting, the number of nominees named in this proxy statement.
NOMINEES FOR CLASS I DIRECTOR (TERMS TO EXPIRE AT THE 2029 ANNUAL MEETING OF STOCKHOLDERS)
| Trevor Fetter | Director | Age: 66 | | | | Trevor Fetter has served as a member of our Board since March 2021. Mr. Fetter has served as a Senior Lecturer at Harvard University since January 2019 and previously served in numerous executive leadership roles at Tenet Healthcare, a publicly held healthcare services company, including as Chief Executive Officer from September 2003 to October 2017, President from November 2002 to October 2017, Chairman from May 2015 to October 2017, and Executive Vice President and Chief Financial Officer from October 1995 to February 2000. Mr. Fetter has served on the board of directors of The Hartford Financial Services Group, Inc., a publicly held investment and insurance company, since January 2007, including as Lead Director since May 2017, and he also currently serves on the board of directors of a privately held healthcare services company. Mr. Fetter holds an A.B. in Economics from Stanford University and an M.B.A. from Harvard Business School. | | | | | We believe that Mr. Fetter is qualified to serve on our Board due to his extensive business and management experience leading a public healthcare company and his service as a board member of several biotechnology and healthcare companies. |
CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING The current continuing members of the Board who are not standing for election at the Annual Meeting are discussed below.
CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
| Name | Age | Position with the Company | Class / Term Expires | | Jeryl Hilleman | 68 | Chairperson | Class II / 2027 | | Julie Klapstein | 71 | Director | Class II / 2027 | | Adam Stavisky | 59 | Director | Class II / 2027 | | Anne Beal, M.D., M.P.H. | 63 | Director | Class III / 2028 | | Sachin Jain, M.D. | 45 | Director | Class III / 2028 | | Jonathan Root, M.D. | 66 | Director | Class III / 2028 |
CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
The principal occupations and business experience, for at least the past five years, of each continuing director not standing for election at the Annual Meeting are as follows:
CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
| Jeryl Hilleman | Chairperson | Age: 68 | | | | Jeryl Hilleman has served as a member of our Board since April 2019, including as Chairperson since July 2020. Ms. Hilleman previously served as Chief Financial Officer of several publicly held healthcare companies, including most recently at Intersect ENT, Inc., a medical device company subsequently acquired by Medtronic plc, from June 2014 to December 2019. Prior to joining Intersect ENT, Ms. Hilleman was Chief Financial Officer of publicly held Ocera Therapeutics, Inc., a biopharmaceutical company acquired by Mallinckrodt Pharmaceuticals, Inc., Amyris, Inc., a renewable products company, and Symyx Technologies, Inc., a software and instruments company acquired by Accelrys, Inc. She has served on the boards of directors of NovoCure Limited, a publicly held oncology company, since July 2018, SI-Bone, Inc., a publicly held medical device company, since December 2019, and HilleVax, Inc., formerly a publicly held biopharmaceutical company, from April 2021 until its acquisition in September 2025. In addition, she previously served on the boards of directors of Xenoport Inc., a publicly held biotechnology company, from January 2005 to July 2016, Talis Biomedical Corporation, a publicly held diagnostics company, from April 2021 to June 2022, Minerva Neurosciences, Inc., a publicly held biotechnology company, from July 2018 to August 2024, and Cutera, Inc., a publicly held medical device company, from July 2024 to February 2025. Ms. Hilleman holds an A.B. in History from Brown University and an M.B.A. from The Wharton School at the University of Pennsylvania. | | | | | We believe that Ms. Hilleman is qualified to serve on our Board due to her extensive business, accounting and management experience and her service as an executive and board member of several biotechnology and healthcare companies. |
CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
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CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
| Julie Klapstein | Director | Age: 71 | | | | Julie Klapstein has served as a member of our Board since June 2024. Ms. Klapstein founded and served as the Chief Executive Officer of Availity, LLC, a healthcare information technology company, from May 2001 to March 2012. She also previously served as interim Chief Executive Officer of Medical Reimbursements of America, Inc., a provider of specialty reimbursement services, from February 2017 to June 2017. Ms. Klapstein has served on the boards of directors of Claritev Corporation (f/k/a MultiPlan Corporation), a publicly held provider of business analytics and health cost management solutions, since November 2020, HealthCare Information Management, Inc., a robotic process automation company, since May 2024, Aptarro, Inc. (f/k/a Alpha II, LLC), a provider of revenue cycle management solutions for healthcare providers, since June 2024, UnisLink Inc., a medical billing system vendor for healthcare providers, since July 2024, and Amedisys, Inc., a publicly held home healthcare provider, from April 2016 until its acquisition in August 2025, and also currently serves as an advisor to venture capital and private equity firms such as Andreessen Horowitz and Riverside Partners. She previously served on the boards of directors of numerous publicly held companies, including NextGen Healthcare, Inc., a healthcare technology company acquired by Thoma Bravo, from August 2017 to November 2023, and Oak Street Health, Inc., a primary care provider acquired by CVS Health, from August 2020 to May 2023. Ms. Klapstein holds a B.S. in Business Administration from Portland State University. | | | | | We believe that Ms. Klapstein is qualified to serve on our Board due to her extensive experience in the healthcare and healthcare technology industries and her service as a board member of several publicly held healthcare companies. |
CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
| Adam Stavisky | Director | Age: 59 | | | | Adam Stavisky has served as a member of our Board since June 2024. Mr. Stavisky served as Senior Vice President, U.S. Benefits at Walmart Inc., a publicly held global retailer, from February 2018 to March 2024. Prior to that, Mr. Stavisky held increasingly senior leadership positions at Fidelity Investments, a financial services company, from November 2004 to February 2018, most recently serving as Senior Vice President, Workplace Consulting. Mr. Stavisky previously served on the boards of directors of the ERISA Industry Committee, a national advocacy organization that represents large employers who provide health insurance and other benefits to their employees, from April 2019 to February 2024, and the Business Group on Health, a health policy organization, from October 2019 to February 2024. Mr. Stavisky holds a B.A. in Mathematics from Northwestern University and an M.A. in Mathematics from the University of California, Los Angeles. | | | | | We believe that Mr. Stavisky is qualified to serve on our Board due to his expertise in employer health insurance and his experience developing and deploying employee health insurance benefits. |
CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
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CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
| Anne Beal, M.D., M.P.H. | Director | Age: 63 | | | | Anne Beal, M.D., M.P.H. has served as a member of our Board since September 2024. Dr. Beal has served as the founder and Chief Executive Officer of AbsoluteJOI Skincare, a clean beauty company, since May 2019. Prior to that, she served as Chief Patient Officer and Senior Vice President, Global Head of Patient Solutions at Sanofi S.A., a publicly held pharmaceutical company, from April 2014 to April 2019, and as Deputy Executive Director and Chief Officer for Engagement at the Patient-Centered Outcomes Research Institute, a funder of patient-centered comparative clinical effectiveness research in the U.S., from November 2011 to March 2014. Dr. Beal has served on the boards of directors of GSK plc, a publicly held pharmaceutical company, since April 2021, and Prolacta Bioscience, a privately held life sciences company, since November 2021, and on the board of trustees of Brown University since July 2024. Dr. Beal previously served on the board of directors of AcademyHealth, a non-profit health research and policy organization, for two four-year terms from 2007 to 2011 and 2018 to 2022, including as board chair from 2019 to 2020. Dr. Beal holds an A.B. in Biology from Brown University, an M.P.H. from Columbia University’s Mailman School of Public Health, and an M.D. from Weill Medical College of Cornell University. | | | | | We believe that Dr. Beal is qualified to serve on our Board due to her clinical, scientific and health research and policy expertise, and service as a board member of several healthcare companies. |
CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
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CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
| Sachin Jain, M.D. | Director | Age: 45 | | | | Sachin Jain, M.D. has served as a member of our Board since June 2024. Dr. Jain has served as President, Chief Executive Officer, and a member of the board of directors of SCAN Group and SCAN Health Plan, a not-for-profit Medicare Advantage plan, since July 2020, and as an Academic Hospitalist at the U.S. Department of Veterans Affairs since April 2021. He has also served as an Adjunct Professor of Medicine at Stanford University School of Medicine since August 2015. From December 2014 to May 2020, Dr. Jain served in increasingly senior leadership roles at Carelon Health (f/k/a CareMore Health) and Aspire Health, healthcare delivery systems owned by Elevance Health, Inc. (f/k/a Anthem, Inc.), a publicly held health insurance provider, including most recently serving as President and Chief Executive Officer. Prior to that, Dr. Jain served as Chief Medical Information and Innovation Officer at Merck & Co., a publicly held pharmaceutical company, from October 2011 to December 2014. Dr. Jain has served as a member of the boards of directors of America’s Health Insurance Plans (AHIP), a political advocacy and trade association of health insurance companies, since November 2020, and Advantage Healthcare Services, a specialty pharmacy company, since February 2024. He previously served on the boards of directors of the national Make-A-Wish Foundation, from July 2018 to February 2023, Adobe Healthcare, a home healthcare company, from July 2020 to April 2021, Cardiovascular Systems Inc., a medical device company acquired by Abbott, from January 2021 to November 2022, Biofourmis Inc., a biotechnology company, from July 2022 to December 2023, and Cue Health Inc., a then publicly held diagnostic testing company, from October 2022 to May 2024. Dr. Jain holds an A.B. in Government from Harvard University, an M.D. from Harvard Medical School, and an M.B.A. from Harvard Business School. | | | | | We believe that Dr. Jain is qualified to serve on our Board due to his clinical and scientific expertise and his extensive executive leadership experience in the healthcare industry. |
CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
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CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
| Jonathan Root, M.D. | Director | Age: 66 | | | | Jonathan Root, M.D. has served as a member of our Board since January 2013. Dr. Root has served as the Managing Member of Presidio Management Group X, LLC and several U.S. Venture Partners’ funds, which are the general partners of various other venture capital funds, since 1998. Dr. Root has served on the board of directors of Edgewise Therapeutics, Inc., a publicly held biopharmaceutical company, since August 2019, and also currently serves on the boards of directors of several privately held companies in the healthcare industry. He previously served on the boards of directors of OncoMed Pharmaceuticals, Inc., a publicly held biopharmaceutical company, from August 2004 until its merger with Mereo BioPharma Group plc in April 2019, Inari Medical, Inc., a publicly held medical device company, from September 2011 to February 2025, eFFECTOR Therapeutics, Inc., a publicly held biopharmaceutical company, from May 2013 to February 2022, and Silverback Therapeutics, Inc., a publicly held biopharmaceutical company, from March 2020 until its merger with ARS Pharmaceuticals, Inc. in November 2022. Dr. Root holds an A.B. in Economics from Dartmouth College, an M.D. from University of Florida, College of Medicine, and an M.B.A. from Columbia Business School. | | | | | We believe that Dr. Root is qualified to serve on our Board due to his medical, management, and director experience in the healthcare industry. |
CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
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CONTINUING DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
PROPOSAL TWO:
Executive and Director Compensation
Executive and Director Compensation
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our named executive officers for the year ended December 31, 2025:
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Sean Duffy Chief Executive Officer | 2025 | 525,000 | 1,023,997 | 2,750,000 | 418,338 | 840 | 4,718,175 | | | 2024 | 412,000 | 453,806 | — | 322,669 | 720 | 1,189,195 | | Steven Cook Chief Financial Officer | 2025 | 400,000 | 255,997 | 1,250,000 | 230,835 | 840 | 2,137,672 | | | 2024 | 389,000 | 272,284 | — | 176,312 | 720 | 838,316 | | Wei-Li Shao President | 2025 | 450,000 | 831,997 | 1,500,000 | 378,285 | 3,612 | 3,163,894 | | | 2024 | 400,000 | 453,806 | — | 299,549 | 720 | 1,154,075 |
2025 SUMMARY COMPENSATION TABLE
1.Amounts for 2025 reflect the grant date fair value of stock options and RSUs granted during 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 9 to our consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2025 for the assumptions used in calculating these amounts. 2.Amounts represent annual bonuses earned by each named executive officer in 2025 and fully paid in cash in 2026. See “—2025 Bonuses” below. 3.Amounts in the “All Other Compensation” column include imputed income from group term life insurance.
2025 SUMMARY COMPENSATION TABLE
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2025. Some of the equity awards are subject to accelerated vesting as described below in the Section titled “Executive Compensation Arrangements.”
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Name | Type of Equity Award | Vesting Commencement Date | Grant Date | Stock Options(1) | | | | Stock Awards(1) | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | | Sean Duffy | RSU Award | June 5, 2025 | June 5, 2025 | — | — | — | — | 126,644 | 1,998,442 | | | Stock Option | February 1, 2025 | February 2, 2025 | 27,777 | 105,556 | 7.68 | February 1, 2035 | — | — | | | Stock Option | February 1, 2024 | February 9, 2024 | 38,194 | 45,139 | 8.01 | February 8, 2034 | — | — | | | Stock Option | February 1, 2023 | June 1, 2023 | 106,250 | 43,750 | 4.74 | May 31, 2033 | — | — | | | Stock Option | February 1, 2022 | February 11, 2022 | 511,110 | 22,223 | 9.18 | February 10, 2032 | — | — | | | Stock Option(2) | February 1, 2022 | January 31, 2022 | 7,333 | — | 9.18 | January 30, 2032 | — | — | | | Stock Option | February 1, 2021 | May 6, 2021 | 133,333 | — | 8.28 | May 5, 2031 | — | — | | | Stock Option | February 1, 2019 | August 22, 2019 | 181,315 | — | 5.82 | August 21, 2029 | — | — | | | Stock Option(2) | February 21, 2019 | February 21, 2019 | 7,333 | — | 3.48 | February 20, 2029 | — | — | | | Stock Option | November 1, 2015 | January 28, 2016 | 271,275 | — | 2.55 | January 27, 2026 | — | — | | Steve Cook | RSU Award | June 5, 2025 | June 5, 2025 | — | — | — | — | 57,566 | 908,391 | | | Stock Option | February 1, 2025 | February 2, 2025 | 6,944 | 26,389 | 7.68 | February 1, 2035 | — | — | | | Stock Option | February 1, 2024 | February 9, 2024 | 22,916 | 27,084 | 8.01 | February 8, 2034 | — | — | | | Stock Option(2) | February 1, 2022 | January 31, 2022 | 7,333 | — | 9.18 | January 30, 2032 | — | — | | | Stock Option(3) | July 12, 2021 | July 20, 2021 | 333,332 | — | 8.28 | July 19, 2031 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Name | Type of Equity Award | Vesting Commencement Date | Grant Date | Stock Options(1) | | | | Stock Awards(1) | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | | Wei-Li Shao | RSU Award | June 5, 2025 | June 5, 2025 | — | — | — | — | 69,079 | 1,090,067 | | | Stock Option | February 1, 2025 | February 2, 2025 | 22,569 | 85,764 | 7.68 | February 1, 2035 | — | — | | | Stock Option | February 1, 2024 | February 9, 2024 | 38,194 | 45,139 | 8.01 | February 8, 2034 | — | — | | | Stock Option | February 1, 2023 | June 1, 2023 | 118,055 | 48,611 | 4.74 | May 15, 2033 | — | — | | | Stock Option(2) | February 1, 2022 | February 11, 2022 | 7,333 | — | 9.18 | January 30, 2032 | — | — | | | Stock Option | September 1, 2021 | January 31, 2022 | 100,000 | — | 9.18 | January 30, 2032 | — | — | | | Stock Option(4) | February 1, 2022 | July 6, 2020 | 40,000 | — | 6.81 | July 5, 2030 | — | — | | | Stock Option(5) | February 1, 2021 | July 6, 2020 | 21,869 | — | 6.81 | July 5, 2030 | — | — | | | Stock Option(3) | February 1, 2020 | March 26, 2020 | 33,333 | — | 6.30 | March 25, 2030 | — | — | | | Stock Option(3) | May 13, 2019 | July 18, 2019 | 258,333 | — | 5.82 | July 17, 2029 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
1.Except as otherwise noted, each stock option vests and becomes exercisable as to 1/48th of the total number of shares underlying the stock option on each of the first 48 monthly anniversaries of the vesting commencement date, subject to continued service through the applicable vesting date, and each RSU award vests as to 1/16th of the RSUs subject thereto on each quarterly anniversary of the vesting commencement date, subject to continued service through the applicable vesting date. 2.Represents a stock option that was fully vested on the vesting commencement date. 3.Represents a stock option that vested as to 25% of the total number of shares underlying the stock option on the first anniversary of the vesting commencement date and thereafter vested or vests as to 1/48th of the total number of shares underlying the stock option on each of the first 48 monthly anniversaries of the vesting commencement date, subject to continued service through the applicable vesting date. 4.Represents a stock option that vested as to 1/16th of the total number of shares underlying the stock option on each of the first 16 monthly anniversaries of the vesting commencement date. The number of shares subject to the option was determined based on achievement of applicable revenue goals during calendar year 2021. 5.Represents a stock option that vested as to 1/28th of the total number of shares underlying the stock option on each of the first 28 monthly anniversaries of the vesting commencement date, subject to continued service through the applicable vesting date. The number of shares subject to the option was determined based on achievement of applicable revenue goals during calendar year 2020.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION In 2025, our non-employee directors (listed in the table below), received compensation for services on our Board, as reflected in the table below. Both cash fee amounts and stock award amounts in the table below were awarded in accordance with our Non-Employee Director Compensation Program.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Anne Beal, M.D., M.P.H. | 27,049 | 185,000 | — | 212,049 | | Trevor Fetter | — | 222,014 | 3,284 | 225,298 | | Jeryl Hilleman | 34,444 | 242,504 | 356 | 277,305 | | Sachin Jain, M.D. | 25,625 | 185,000 | 783 | 211,408 | | Julie Klapstein | 27,049 | 185,000 | 1,512 | 213,560 | | Adam Stavisky | 25,625 | 185,000 | 5,028 | 215,653 | | Jonathan Root, M.D. | — | 219,167 | — | 219,167 |
NON-EMPLOYEE DIRECTOR COMPENSATION
1.Amounts reflect the full grant date fair value of RSU awards granted during 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 2.The table below shows the aggregate numbers of RSU and option awards (whether exercisable or unexercisable) held as of December 31, 2025 by each non-employee director who served during 2025. 3.Amounts reflect travel costs incurred by the applicable director in performance of his or her service on our Board in 2025 which were reimbursed by us.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Options Outstanding at Fiscal Year End (#) | Stock Awards Outstanding at Fiscal Year End (#) | | Anne Beal, M.D., M.P.H. | 100,000 | 9,736 | | Trevor Fetter | 129,998 | 11,696 | | Jeryl Hilleman | 223,331 | 12,794 | | Sachin Jain, M.D. | 103,333 | 9,736 | | Julie Klapstein | 100,000 | 9,736 | | Adam Stavisky | 100,000 | 9,736 | | Jonathan Root, M.D. | — | 10,651 |
NON-EMPLOYEE DIRECTOR COMPENSATION
In connection with our initial public offering, we granted each non-employee director who had been serving on our Board for at least six months as of June 6, 2025 an RSU award covering a number of shares having a grant date fair value equal to approximately $185,000, which will vest in full on June 6, 2026, subject to the applicable non-employee director’s continued service through the applicable vesting date. We maintain a non-employee director compensation program for our non-employee directors (the “Director Compensation Program”), pursuant to which our non-employee directors receive annual cash retainers as set forth in the tables below.
NON-EMPLOYEE DIRECTOR COMPENSATION
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NON-EMPLOYEE DIRECTOR COMPENSATION
| Board Service | | | Chair prior to August 28, 2025 | $75,000 | | Chair after August 28, 2025 | $85,000 | | Member | $40,000 |
NON-EMPLOYEE DIRECTOR COMPENSATION
| Additional Committee Service | Chair | Non-Chair | | Audit Committee Member | $20,000 | $10,000 | | Compensation Committee Member | $15,000 | $7,500 | | Nominating and Corporate Governance Committee Member | $10,000 | $5,000 |
NON-EMPLOYEE DIRECTOR COMPENSATION
Annual cash retainers under the Director Compensation Program are payable in arrears in four equal quarterly installments not later than 30 days following the final day of each calendar quarter, provided that the amount of each payment will be prorated for any portion of a quarter that a director is not serving on our Board in the role set forth above. Directors may elect to receive all or a portion of their cash fees in RSUs, with each such RSU award covering a number of shares calculated by dividing (i) the amount of the annual retainer by (ii) the average per share closing trading price of our common stock over the most recent 30 trading days as of the grant date (“30-day average price”). Such RSUs will be automatically granted on the fifth day of the month following the end of the calendar quarter to which the corresponding director fees were earned and will be fully vested on grant. Under the Director Compensation Program, unless otherwise provided by our Board prior to the commencement of service of an applicable director, each non-employee director who is initially elected or appointed to serve on our Board will automatically be granted that number of RSUs upon the director’s initial appointment or election to our Board (the “Initial Grant”), calculated by dividing (i) $370,000 by (ii) the 30-day average price. The Initial Grant will automatically be granted on the date on which such non-employee director commences service on our Board and will vest as to one-third of the underlying shares on each of the first three anniversaries of the grant date, subject to continued service through each applicable vesting date. In addition, each non-employee director who (i) has been serving on our Board for at least six months as of an annual meeting and (ii) will continue to serve on our Board following such annual meeting will automatically be granted that number of RSUs upon each annual meeting we have following this offering (the “Annual Grant”), calculated by dividing (i) $185,000 by (ii) the 30-day average price. The Annual Grant will be automatically granted on the date of the applicable annual meeting and will vest in full on the earlier of the first anniversary of the date of the grant or the date of the next annual meeting, subject to continued service through each applicable vesting date. Under the Director Compensation Program, non-employee directors have the opportunity to defer the issuance of shares underlying RSUs granted to them pursuant to the Director Compensation Program until the earliest of a fixed date properly elected by the non-employee director, the non-employee director’s termination of service, or a Change in Control (as defined in the 2025 Plan). Any such deferral election shall be subject to such rules, conditions, and procedures as shall be determined by our Board or the Compensation Committee, in its sole discretion. All equity awards held by non-employee directors under the Director Compensation Program will vest in full upon the consummation of a Change in Control, subject to their continued service through immediately prior to such date.
NON-EMPLOYEE DIRECTOR COMPENSATION
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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION See “Executive and Director Compensation” for information regarding compensation of directors and executive officers.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
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