DEF 14A of C4 Therapeutics, Inc., Apr 29, 2026

DEF 14A of C4 Therapeutics, Inc.

Filed Apr 29, 2026 · FY20250001628280-26-028104

Open on EDGAR

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

    PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS Our Board of Directors currently consists of ten members. In accordance with the terms of our Certificate of Incorporation and By-laws, 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 Kenneth C. Anderson, M.D., Laura Bessen, M.D., and Owen Hughes, and their term will expire at the annual meeting of stockholders to be held in 2027; •The Class II directors are Ronald Harold Wilfred Cooper, Donna Grogan, M.D., and Steven Hoerter, and their term will expire at the annual meeting of stockholders to be held in 2028; and •The Class III directors are Andrew J. Hirsch, Utpal Koppikar, and Stephen Fawell, Ph.D., and their term will expire at the Annual Meeting. 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 By-laws 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 of the outstanding shares then entitled to vote in an annual 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 vote of a majority of our directors then in office. Our Board of Directors has nominated Andrew J. Hirsch, Utpal Koppikar, and Stephen Fawell, Ph.D., for election as the Class III directors at the Annual Meeting. Each of the nominees is presently a director and has indicated a willingness to continue to serve as a director, if elected. If any of the nominees becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors. Our priority in selection of members of our Board of Directors is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, their ability to contribute positively to the collaborative culture among members of our Board of Directors and their knowledge of our business and understanding of the competitive landscape.

  2. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors The following table identifies our Class III directors and sets forth their principal occupations and business experience during the last five years and their ages as of April 22, 2026:

  3. Nominees for Election as Class III Directors

    | Name | Positions and Offices Held with C4 Therapeutics | Director Since | Class and Year in Which Term Will Expire | Age | | Andrew J. Hirsch | Director and Chief Executive Officer | 2020 | Class III—2026 | 55 | | Utpal Koppikar | Director | 2022 | Class III—2026 | 55 | | Stephen Fawell, Ph.D. | Director | 2024 | Class III—2026 | 66 |

  4. Nominees for Election as Class III Directors

    Andrew J. Hirsch has served as our President and a member of our Board since September 2020 and as our Chief Executive Officer since October 2020. From September 2016 to September 2020, Mr. Hirsch served as Chief Financial Officer at Agios Pharmaceuticals, Inc., a public pharmaceutical company, including as head of corporate development beginning in March 2018. From March 2015 until August 2016, he served as President and Chief Executive Officer of BIND Therapeutics, Inc., or BIND, a biotechnology company. Prior to being named President and Chief Executive Officer, Mr. Hirsch held several other leadership positions at BIND, including Chief Operating Officer from February 2014 to March 2015, and Chief Financial Officer from July 2012 to March 2015. Prior to joining BIND, Mr. Hirsch was Chief Financial Officer at Avila Therapeutics, Inc., a biotechnology company, from June 2011 until its acquisition by Celgene Corporation in March 2012. From 2002 to 2011, Mr. Hirsch held roles of increasing responsibility at Biogen Inc., including Vice President of Corporate Strategy and M&A and program executive for the Avonex, Tysabri and Tecfidera development teams. Since August 2025, Mr. Hirsch has served on the board of directors of Akamis Bio, Inc., which is a private company focused on developing immunotherapies for patients living with colorectal cancer, and also serves as chair of its audit committee and a member of its compensation committee. In addition, since May 2017, Mr. Hirsch has served on the board of directors of Editas Medicine, Inc., a publicly traded pharmaceutical company, and also serves as chair of its audit committee and a member of its organization, leadership and compensation committee. He holds an M.B.A. from the Tuck School at Dartmouth College and a B.A. in economics from the University of Pennsylvania. We believe that Mr. Hirsch is qualified to serve on our Board because of his extensive leadership and industry-specific experience in a range of strategic and operating roles in the biotech sector. Utpal Koppikar has served as a member of our Board since March 2022. Since April 2023, Mr. Koppikar has served as Chief Financial Officer of Verily, a division of Alphabet, Inc., which is focused on applying artificial intelligence and data science to accelerate the development of precision health solutions. From June 2018 to March 2023, Mr. Koppikar served in positions of increasing responsibility, most recently as Executive Vice President and Chief Financial Officer, at Atara Biotherapeutics, Inc., a biotechnology company developing T-cell based immunotherapies. Prior to Atara Biotherapeutics, Mr. Koppikar served in a variety of roles at Gilead Sciences, Inc., from June 2011 through June 2018, including most recently as Vice President of Finance. From January 2001 to June 2011, Mr. Koppikar served as Executive Director of Finance at Amgen Inc. From July 2021 to November 2021, Mr. Koppikar was also a member of the board of directors of Flexion Therapeutics, Inc., a formerly publicly traded company, and Chair of its Audit Committee, until the acquisition of Flexion by Pacira BioSciences, Inc. Mr. Koppikar holds a B.S. in aerospace engineering from the University of Maryland, an M.S. in aeronautical engineering from Stanford University, and a M.B.A. from the Anderson School of Management at University of California, Los Angeles. We believe that Mr. Koppikar is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his financial leadership experience within the life sciences industry. Stephen Fawell, Ph.D. has served as a member of our Board since September 2024. Dr. Fawell served as Vice President, Head of Oncology at AstraZeneca, plc, from March 2013 to June 2024, when he retired from this role. Prior to AstraZeneca, Dr. Fawell served as Vice President, Worldwide Franchise Discovery Head, Oncology, at Merck & Co., Inc., or Merck, from May 2010 to October 2012. Prior to Merck, Dr. Fawell held roles of increasing responsibility at Novartis AG and Biogen, Inc. from 1990 to 2010. Dr. Fawell holds a B.S. in applied biology from the University of Bradford and a Ph.D. in biochemistry from the University of Leeds. We believe that Dr. Fawell is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his global pharmaceutical industry experience.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our Class I and Class II directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 22, 2026:

  6. Directors Continuing in Office

    | Name | Positions and Offices Held with C4 Therapeutics | Director Since | Class and Year in Which Term Will Expire | Age | | Kenneth C. Anderson, M.D. | Director | 2015 | Class I—2027 | 74 | | Laura Bessen, M.D. | Director | 2022 | Class I—2027 | 63 | | Owen Hughes | Director | 2023 | Class I—2027 | 51 | | Ronald Harold Wilfred Cooper | Director and Chairman | 2024 | Class II - 2028 | 63 | | Donna Grogan | Director | 2022 | Class II - 2028 | 69 | | Steven Hoerter | Director | 2024 | Class II - 2028 | 55 |

  7. Directors Continuing in Office

    Kenneth C. Anderson, M.D. is a co-founder of the Company and has served as a member of our Board since December 2015. Dr. Anderson has also served as the Kraft Family Professor of Medicine at Harvard Medical School since 2002, as well as Director of the Jerome Lipper Multiple Myeloma Center and Lebow Institute for Myeloma Therapeutics at the Dana-Farber Cancer Institute since 2000 and 2007, respectively. Dr. Anderson is a member of the Institute of Medicine of the National Academy of Sciences and served as President of the International Myeloma Society from 2011 until 2015. Dr. Anderson serves on the boards of directors of Window Therapeutics, a private biotechnology company developing therapies that advance treatment options for patients with cancer and other serious diseases, since January 2021, Dynamic Cell Therapies, Inc. (formerly Raqia Therapeutics, Inc.), a private CAR-T cell therapies company for cancer and other diseases, since September 2020, and Starton Therapeutics, Inc., a private biotechnology company focused on blood cancer treatments, since September 2020. Dr. Anderson holds an M.D. from Johns Hopkins Medical School, where he also trained in internal medicine, and completed hematology, medical oncology and tumor immunology training at the Dana-Farber Cancer Institute. We believe that Dr. Anderson is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive experience in the life sciences industry. Laura Bessen, M.D., has served as a member of our Board since August 2022. Dr. Bessen has served as managing partner at Maxsam Advisors, LLC, since February 2021, where she provides strategic clinical and medical affairs advice to clients in the biotechnology and pharmaceutical industries. From 2001 to 2016, Dr. Bessen served in a variety of roles at Bristol-Myers Squibb Co., most recently as Vice President and Head of U.S. Medical. Prior to Bristol-Myers Squibb, Dr. Bessen served as Medical Director at DuPont Pharmaceuticals from 1997 to 2001. From March 2022 until June 2025, Dr. Bessen also served on the board of directors of Artiva Biotherapeutics, Inc., an publicly traded oncology company developing and advancing off-the-shelf, allogeneic natural killer cell therapies for patients with hematologic cancers or solid tumors. Dr. Bessen holds a B.S. in biochemistry from the State University of New York at Binghamton and a M.D. from New York University School of Medicine. We believe that Dr. Bessen is qualified to serve on our Board because of her experience, qualifications, attributes and skills, including her medical background and extensive experience in the pharmaceutical industry. Owen Hughes has served as a member of our Board since November 2023. Mr. Hughes currently serves as Chief Executive Officer of Xoma Royalty Corp, a publicly traded biotechnology royalty aggregator company, where he also serves on the board of directors, and has held this role since January 2024. Previously, Mr. Hughes served as the Chief Executive Officer of Sail Bio, Inc., a privately held biotechnology company focused on addressing toxic proteinopathies, from February 2022 to February 2024. Prior to Sail Bio, Mr. Hughes served as the Chief Executive Officer and co-founder of Cullinan Oncology, Inc., a publicly-traded oncology company, from September 2017 to October 2021. From February 2013 to August 2017, Mr. Hughes served as the Chief Business Officer and Head of Corporate Development at Intarcia Therapeutics, Inc., a biotechnology company focused on type II diabetes. Prior to his operating roles, Mr. Hughes spent 16 years on Wall Street in various capacities, including roles at Brookside Capital, an operating division of Bain Capital, and Pyramis Global Advisors, a Fidelity Investments company. Mr. Hughes served on the board of directors of Ikena Oncology, Inc., a publicly-traded oncology company, from December 2022 to July 2025. In addition, Mr. Hughes served on the board of directors of Sail Bio, as Executive Chairman from February 2022 to February 2024; Radius Health, Inc., a publicly-traded biopharmaceutical company, from April 2013 to August 2022 until its sale to Gurnet Point Capital and Patient Square Capital; Translate Bio, Inc., a formerly publicly traded messenger RNA therapeutics company, from July 2016 until its acquisition by Sanofi in September 2021; and FS Development Corp. II, a special purpose acquisition company sponsored by Foresite Capital, from February 2021 to December 2021. Mr. Hughes received a B.A. in History from Dartmouth College. We believe that Mr. Hughes is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive experience with biopharmaceutical companies and the capital markets. Ronald Harold Wilfred Cooper has served as a member of our Board and as Chairman of our Board of Directors since June 2024. Since July 2024, Mr. Cooper has served as Chief Executive Officer and director of enGene Holdings, Inc., a publicly traded biotechnology company. From June 2015 to March 2023, Mr. Cooper served as President, Chief Executive Officer, and director of Albireo Pharma, Inc. (until its acquisition by Ipsen, S.A.), a global biopharmaceutical company focused on pediatric and adult cholestatic liver diseases. Earlier in his career, from 1985 to 2014, Mr. Cooper held roles of increasing responsibility at Bristol Myers Squibb Company, most recently serving as President, Europe. From March 2021 until February 2026, Mr. Cooper served as a member of the board of directors of Generation Bio Co., a biotechnology company focused on gene therapies for rare and prevalent diseases. From June 2016 to April 2021, Mr. Cooper also served as a member of the board of directors of Genocea Biosciences, a formerly publicly traded biopharmaceutical company developing next-generation neoantigen immunotherapies. Mr. Cooper earned his Bachelor’s degree in Chemistry and Business Administration from St. Francis Xavier University in Canada. We believe that Mr. Cooper is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive global pharmaceutical industry experience. Donna Grogan, M.D., has served as a member of our Board since August 2022. Dr. Grogan currently serves as Principal of Grogan Consulting, LLC, serving pharmaceutical company clients across drug development, regulatory strategy, trial design, and data interpretation, and has served in this role since July 2019. From September 2013 to June 2019, Dr. Grogan served as Chief Medical Officer of Clementia Pharmaceuticals, Inc., which was acquired by Ipsen, S.A. in April 2019. Prior to Clementia, Dr. Grogan served as Chief Medical Officer for several HealthCare Ventures portfolio companies including Anexon, Apofore, and DecImmune. From February 2007 to August 2011, Dr. Grogan served as Chief Medical Officer and Senior Vice President of Clinical Development at FoldRx Pharmaceuticals, which was acquired by Pfizer in October 2010. Prior to FoldRx Pharmaceuticals, Dr. Grogan held roles of increasing responsibility at a various pharmaceutical companies, including Sepracor, Inc., which is currently known as Sunovian Pharmaceuticals, Inc., and Astra Pharmaceuticals, Inc. Dr. Grogan also served as a member of the board of directors of Momenta Pharmaceuticals, Inc., a formerly publicly traded pharmaceutical company, until its acquisition by Johnson & Johnson in October 2020. Dr. Grogan holds a B.A. from the College of the Holy Cross and a M.S. from the University of Illinois College of Medicine. We believe that Dr. Grogan is qualified to serve on our Board because of her experience, qualifications, attributes and skills, including her medical background and extensive experience in the pharmaceutical industry.

  8. Directors Continuing in Office

    Steven Hoerter has served as a member of our Board since November 2024. Most recently, Mr. Hoerter served as President and Chief Executive Officer of Deciphera Pharmaceuticals, Inc., or Deciphera, a formerly publicly traded global biopharmaceutical company, from March 2019 to October 2024, when Deciphera was acquired by Ono Pharmaceutical Co., Ltd., and when Mr. Hoerter retired. Mr. Hoerter also served as a director of Deciphera Pharmaceuticals, Inc., from May 2018 to October 2024. From February 2016 to March 2019, Mr. Hoerter served as Chief Commercial Officer of Agios Pharmaceuticals, Inc. Earlier in his career, Mr. Hoerter served as Chief Commercial Officer of Clovis Oncology from March 2015 to January 2016, and held roles of increasing responsibility at F. Hoffman-La Roche, AG, Genentech, Inc. (acquired by Roche), Chiron Corporation (acquired by Novartis AG) and Eli Lilly and Company. Mr. Hoerter currently serves on the board of directors of MBX Biosciences, Inc., a publicly traded clinical-stage company focused on the development of peptide-based therapeutics for endocrine and obesity indications, since April 2025; Oric Pharmaceuticals, Inc., a publicly traded clinical stage oncology company, since August 2021; and has previously served on the boards of directors of Constellation Pharmaceuticals, Inc., a formerly publicly traded company acquired by MorphoSys, from September 2018 to July 2021, and Ignyta, Inc., a formerly publicly traded company acquired by Roche, from December 2016 to February 2018. Mr. Hoerter received his B.A. from Bucknell University, M.B.A. from Tilburg University, and M.S. in management from Purdue University. We believe that Mr. Hoerter is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his commercial-stage pharmaceutical industry experience. Legal Proceedings Involving Our Directors There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

  9. Policy on the Timing of Awards of Options and Other Option-Like Instruments

    Policy on the Timing of Awards of Options and Other Option-Like Instruments Our OLCC has generally granted annual equity awards, including stock option grants to our named executive officers, in the first quarter of each fiscal year, specifically mid-February. In addition, new hires receive stock option grants at the time of their hiring. Eligible employees, including our named executive officers, may voluntarily enroll in our Employee Stock Purchase Plan and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior six months, with purchase dates occurring in July and January. During 2025, our OLCC did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, we did not grant stock options to our named executive officers during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information.

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below shows all compensation earned by each of our non-employee directors during the fiscal year ended December 31, 2025. During the fiscal year ended December 31, 2025, we did not provide any compensation to Andrew J. Hirsch, our President and Chief Executive Officer for his service as a director. The compensation paid to Mr. Hirsch as an executive officer during 2025 is set forth under “Executive Compensation – 2025 Summary Compensation Table” below.

  11. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) (3) | Total ($) | | Kenneth C. Anderson, M.D. | $45,750 | $39,749 | $85,499 | | Laura Bessen, M.D. | 50,500 | 39,749 | $90,249 | | Ronald Harold Wilfred Cooper | 79,500 | 39,749 | $119,249 | | Bruce Downey | 29,350 | — | $29,350 | | Stephen Fawell Ph.D. | 45,750 | 39,749 | $85,499 | | Donna Grogan, M.D. | 57,250 | 39,749 | $96,999 | | Stephen Hoerter | 50,563 | 39,749 | $90,312 | | Owen P. Hughes Jr. | 50,208 | 39,749 | $89,958 | | Utpal Koppikar | 60,750 | 39,749 | $100,499 |

  12. DIRECTOR COMPENSATION

    (1)Amounts represent annual cash compensation earned for services rendered by members of our Board of Directors and the committees thereof during the fiscal year ended December 31, 2025, pursuant to our Non-employee Director Compensation Policy in effect at the time the compensation was paid. However, the following members of our Board of Directors elected to receive all or a portion of their cash compensation in the form of unrestricted shares in accordance with our Non-employee Director Compensation Policy: Dr. Anderson was issued 26,764 shares in lieu of $45,750 in fees and Dr. Grogan was issued 33,443 shares in lieu of $57,250 in fees. (2)Amounts reflect the aggregate grant date fair value of option awards granted during the 2025 year in accordance with our Non-employee Director Compensation Policy, calculated in accordance with the provisions of Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC, Topic 718, Compensation—Stock Compensation. See Notes 2 and 11 to our audited consolidated financial statements appearing in our 2025 Annual Report for assumptions underlying the valuation of equity awards. (3)Mr. Downey, who ceased to be a member of our Board of Directors in June 2025, was not granted new option awards in 2025 and did not have any option awards outstanding as of December 31, 2025. The following table provides information regarding the aggregate number of option awards granted to our non-employee directors that were outstanding as of December 31, 2025:

  13. DIRECTOR COMPENSATION

    | Name | Options Outstanding (#) | | Kenneth C. Anderson, M.D. | 160,746 | | Laura Bessen, M.D. | 135,200 | | Ronald Harold Wilfred Cooper | 100,500 | | Stephen Fawell Ph.D. | 100,500 | | Donna Grogan, M.D. | 135,200 | | Stephen Hoerter | 100,500 | | Owen P. Hughes Jr. | 120,000 | | Utpal Koppikar | 135,200 |

  14. Non-employee Director Compensation Policy

    Non-employee Director Compensation Policy Under our Non-employee Director Compensation Policy, as amended and restated, we pay our non-employee directors a cash retainer for service on the Board of Directors and for service on each committee on which the director is a member, with the chair the Board of Directors, the Lead Independent Director (if one is appointed), and the chair of each committee receiving higher or additional retainers. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, with the amount of these payments pro-rated for any portion of a quarter that a director is not serving on our Board of Directors or a Board committee. Directors may elect to receive unrestricted shares of our common stock in lieu of any cash retainer payments. Under our Non-employee Director Compensation Policy, the fees paid to non-employee directors for service on the Board of Directors and for service on each Board committee on which the director is a member are as follows:

  15. Non-employee Director Compensation Policy

    | | Annual Retainer (as of March 2025) | Annual Retainer (as of March 2024) | | Board of Directors: | | | | All non-employee members | $40,000 | $40,000 | | Additional retainer for Chairman of the Board | 30,000 | 30,000 | | Additional retainer for Lead Independent Director | 25,000 | 25,000 | | Audit Committee: | | | | Chair | 15,000 | 15,000 | | Non-chairman members | 7,500 | 7,500 | | Organization, Leadership and Compensation Committee: | | | | Chair | 12,000 | 10,000 | | Non-chairman members | 6,000 | 5,000 | | Science and Technology Committee | | | | Chair | 12,000 | 10,000 | | Non-chairman members | 6,000 | 5,000 | | Nominating and Corporate Governance Committee: | | | | Chair | 10,000 | 8,000 | | Non-chairman members | 5,000 | 6,000 |

  16. Non-employee Director Compensation Policy

    Each non-employee director may elect to receive all or a portion of her or his cash compensation in the form of unrestricted shares having a grant date fair value equal to the amount (or portion thereof) of such compensation. Any such election (i) shall be made (x) for any continuing non-employee director, before the start of the calendar year with respect to any cash compensation for such calendar year and (y) for any new non-employee director, within 30 days of her or his election to the Board, (ii) shall be irrevocable with respect to such calendar year and (iii) shall automatically apply to the cash compensation for each subsequent calendar year unless otherwise revoked prior to the start of such calendar year. We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board of Director and committee meetings. In addition, under our Non-employee Director Compensation Policy in effect as of April 9, 2026, each non-employee director, upon the director’s initial election to our Board of Directors, receives an option to purchase 124,000 shares of our common stock (71,000 shares of common stock prior to April 2026). Each of these options vests as to 33% on the first anniversary of the date of grant, with the remainder to vest quarterly for the subsequent two years, subject to continued service as a director through such vesting dates. On the date of each annual meeting of stockholders of our company, each continuing non-employee member of the Board of Directors, other than a director receiving an initial equity award or a director whose tenure in office as of the date of the annual meeting is less than six months, is granted a non-qualified stock option to purchase 62,500 shares of common stock (35,500 shares of common stock prior to April 2026) or such lesser number as represents not more than $650,000 in grant date fair value, which vests and becomes fully exercisable upon the earlier to occur of the first anniversary of the grant date or the date of the next annual meeting of stockholders following the date of grant, subject to continued service as a director through such date. The exercise price of these options is equal to the fair market value of our common stock on the date of grant. Our Board of Directors periodically reviews and, as needed, updates our Non-employee Director Compensation Policy and did so most recently in April 2026. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

  17. How Our Pay Program Works

    How Our Pay Program Works In setting executive base salaries and annual incentive cash awards and granting equity incentive awards, we consider compensation for comparable positions in the market, the competition for talent in our market, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our company. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, annual cash incentives or long-term incentives. The following elements of our pay program have been carefully selected by our OLCC and are reviewed on an annual basis:

  18. How Our Pay Program Works

    | Pay Objective | Base Salary | Annual Cash Incentives | Equity Incentives | | Motivate and retain | ❖ | ❖ | ❖ | | Provide stability and manage risk | ❖ | | | | Reward annual performance | | ❖ | | | Balance near-term objectives with sustainable, long-term performance | | ❖ | ❖ | | Align our employees’ interests with those of our stockholders and reward exceptional performance | | ❖ | ❖ | | Incent the achievement of shareholder value creation | | | ❖ |

  19. Target Pay Mix

    Target Pay Mix Our executive compensation program is based on paying for performance and driving the creation of long-term stockholder value. In order to achieve this, the OLCC places a significant percentage of NEO compensation “at-risk,” meaning that the value of the awards will only be realizable once our corporate performance and stock price growth is increased. The following tables reflect the portion of our CEO’s and other NEOs’ compensation that was “at-risk,” which includes their annual incentive cash awards, which are tied to the Company’s achievement of short-term objectives, and their long-term incentive equity awards, which consist of (i) restricted stock units, or RSUs, that vest based on the passage of time, and (ii) stock option awards, which are tied to longer-term Company performance. As a result, 72%% of our CEO’s 2025 compensation and 58%% of our other NEOs’ 2025 compensation was considered to be “at risk.” * Includes amounts paid pursuant to a one-time cash-based award granted by our OLCC pursuant to the 2020 Plan. See “Summary Compensation Table” below for more information.

  20. Governance Practices

    | Pay for Performance | ❖ | A majority of our compensation is “at-risk” and is directly tied to company performance and objectives | | Insider Trading Policy | ❖ | We maintain a robust suite of insider trading policies that prohibits short sales, hedging and pledging activity, as well as the use of Company securities as collateral in margin accounts | | Change in Control Provisions | ❖ | No “single-trigger” change in control benefits or excise tax gross-ups are provided to our executives | | Compensation Risk Assessment | ❖ | Our OLCC conducts a compensation risk assessment in order to mitigate our compensation risk and reduce material adverse effects on the Company | | Executive Compensation Recovery | ❖ | Our executive compensation recovery policy provides for the recovery of erroneously paid compensation to executive officers in the event the Company must make a material financial restatement due to material noncompliance with any financial reporting requirements |

  21. Role of Our Independent Compensation Consultant

    Role of Our Independent Compensation Consultant During 2025, Pearl Meyer served as the OLCC’s compensation consultant and continues to serve as the OLCC’s independent compensation consultant. The OLCC conducted a review of its relationship with Pearl Meyer and determined that Pearl Meyer’s work for the OLCC did not raise any conflicts of interest. Pearl Meyer’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Act, the SEC, and the Nasdaq Stock Market.

  22. Peer Group

    Peer Group The OLCC reviews our peer group annually to ensure that it continues to appropriately reflect the market in which we compete for executive talent. In the fall of each year, the OLCC, with the assistance of Pearl Meyer, reviews our peer group and determines the extent to which companies should be removed from or added to the peer group using the following criteria: •Industry: biotechnology and pharmaceutical public companies, with a focus on oncology •Stage of Development: clinical development Phase I, II, or III companies •Market Capitalization: between $150 million and $1.5 billion •Headcount: greater than 50 employees •Last 12 Months Operating Expense: between $50 million and $500 million •Location: in a major biotechnology geographic center such as Massachusetts or California •IPO: prior to January 1, 2023, where possible In September 2024, the OLCC approved the following peer group, which was used to support 2025 executive compensation decision-making:

  23. Peer Group

    | Adicet Bio, Inc. | Arvinas, Inc. | Black Diamond Therapeutics, Inc. | | Cullinan Therapeutics, Inc. | Editas Medicine, Inc. | Foghorn Therapeutics Inc. | | Fulcrum Therapeutics, Inc. | IGM Biosciences, Inc. | iTeos Therapeutics, Inc. | | Kymera Therapeutics, Inc. | Lyell Immunopharma, Inc. | Monte Rosa Therapeutics, Inc. | | Nkarta, Inc. | Nurix Therapeutics, Inc. | ORIC Pharmaceuticals, Inc. | | Poseida Therapeutics, Inc. | Prelude Therapeutics Incorporated | Relay Therapeutics, Inc. | | Sutro Biopharma, Inc. | Tango Therapeutics, Inc. | |

  24. Peer Group

    In addition to the peer group, the OLCC also considers industry surveys, individual performance, and an executive’s responsibilities and experience when making compensation decisions.

  25. Annual Incentive Plan Cash Awards

    Annual Incentive Plan Cash Awards Our annual incentive cash award program is intended to reward our NEOs for meeting objective or subjective performance goals for a fiscal year. Our Board of Directors or OLCC may approve annual incentive cash awards for our NEOs based on individual performance, company performance or as otherwise determined appropriate. For 2025, the amount of the annual incentive cash award paid to each of our NEOs was determined based on our performance against our 2025 corporate objectives as well as their individual contributions to key initiatives that drove the Company’s performance in 2025. Incentive Opportunities Each of our NEOs had a pre-established target annual incentive rate, which is equal to a percentage of the executive’s base salary. Under our annual incentive plan, our NEOs can earn between a minimum of 50% of their target award for threshold performance up to a maximum of 150% payout for superior performance. For 2025, our NEOs had the following annual cash incentive opportunities:

  26. Annual Incentive Plan Cash Awards

    | Named Executive Officer | 2025 Target Annual Cash Incentive Opportunity (as % of Current Base Salary) | | Andrew J. Hirsch | 55% | | Kendra R. Adams | 40% | | Leonard Reyno, M.D. | 40% |

  27. Annual Incentive Plan Cash Awards

    Corporate Objectives Our 2025 corporate objectives, which were established to incent performance on business activities designed to drive stockholder value, included a mix of pipeline, financial, development, and strategic objectives. Our 2025 corporate objectives and their respective weightings were as follows:

  28. Annual Incentive Plan Cash Awards

    | Corporate Objective | Weighting | | Advance clinical and discovery programs to generate robust data to inform efficient portfolio decisions that enable C4T to develop degraders that transform patients' lives | 70% | | Evolve the organization and culture to ensure continued progress towards becoming a fully integrated biotech company & maintain financial strength that enables continued investment in the portfolio | 30% |

  29. Annual Incentive Plan Cash Awards

    Earned Awards Based on our accomplishments in 2025, the OLCC determined that our 2025 corporate goals were achieved at 120% of target. Specifically, in evaluating overall corporate performance in 2025, the OLCC considered progress achieved across the organization and highlighted the following areas of achievement against our 2025 corporate goals:

  30. Annual Incentive Plan Cash Awards

    | Advance Clinical and Discovery Programs - 70% Weight | | | Strong Execution Across Lead Program | New Internal Discovery Pipeline; Advance our Discovery Collaborations | | Completed enrollment of our lead program, cemsidomide, an IZKF1/3 degrader, and presented full Phase 1 clinical data demonstrating cemsidomide's potential to be best-in-class for multiple myeloma. | Introduced a new discovery strategy focused on inflammation, neuroinflammation, and neurodegeneration (INN). | | Entered into a clinical trial collaboration and supply agreement with Pfizer Inc., pursuant to which Pfizer will supply elranatamab (ELREXFIO®), a B-cell maturation antigen CD3 targeted bispecific antibody, for the upcoming Phase 1b trial of cemsidomide in combination with elranatamab | Designed and delivered a development candidate to Biogen that is now advancing into Phase 1 clinical development. | | Designed an efficient development path for cemsidomide to address multiple myeloma patients across multiple lines of treatment. | Advanced collaboration with MKDG and achieved preclinical milestone from a project within the KRAS family. | | Enable Continued Investment and Progress Towards Becoming Fully Integrated Biotech Company - 30% Weight | | | Raised $125 million in gross proceeds through an underwritten offering with the potential to earn up to $225 million in additional proceeds if the outstanding warrants are exercised, extending cash runway through end of 2028. | | | Evolved company culture and organizational capabilities while maintaining a fiscally responsible decision making approach, resulting in a 15% savings against the annual operating plan. | |

  31. Annual Incentive Plan Cash Awards

    As shown in the chart above, we not only met our predefined goals but also delivered incremental outcomes that further strengthened our foundation for future growth. This level of overachievement was driven by stronger‑than‑anticipated execution across multiple objectives, including effective reallocation of resources that drove disciplined decision-making with cemsidomide, accelerated progress in advancing our early stage discovery portfolio, and greater strategic clarity with the extension of cash runway into 2028. These results positioned the Company favorably heading into the next phase of execution. Based on the critical role Mr. Hirsch, Ms. Adams, and Dr. Reyno played in the achievement of our corporate objectives and our success in 2025, the annual cash incentive awards paid to our NEOs for 2025 were as follows:

  32. Annual Incentive Plan Cash Awards

    | Named Executive Officer | 2025 Earned Annual Incentive | | Andrew J. Hirsch | $573,313 | | Kendra R. Adams | $273,686 | | Leonard Reyno, M.D. | $322,780 |

  33. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our equity incentive program is intended to align the interests of our NEOs with those of our stockholders and to motivate our NEOs to make important contributions to our performance. In February 2025, as part of our annual compensation cycle, we granted our NEOs a mix of restricted stock units, or RSUs, and stock options to retain such NEOs while creating long-term value for our stockholders. The RSUs vest in equal annual installments over four years beginning on the first anniversary of the grant date. The stock options vest in equal monthly installments over a four-year period. Vesting for both the RSUs and stock options is subject to the recipient’s continued service relationship with the Company through such dates. The OLCC chose to provide these equity vehicles to our NEOs in 2025 based on a review of retention and motivation needs and prevalent practices within our peer group. The table below shows the equity incentives awarded to our NEOs in 2025, which included annual stock option and time-based RSU awards. Each RSU represents the contingent right to receive one share of our common stock upon vesting and settlement of each RSU.

  34. Long-Term Incentive Compensation

    | | RSUs | | Stock Options | | | Named Executive Officer | (#) | ($) | (#) | ($) | | Andrew J. Hirsch | 223,500 | 710,730 | 335,300 | 848,007 | | Kendra R. Adams | 87,100 | 276,978 | 130,600 | 330,300 | | Leonard Reyno, M.D. | 87,100 | 276,978 | 130,600 | 330,300 |

  35. Employment, Severance and Change in Control Arrangements with Our NEOs

    Employment, Severance and Change in Control Arrangements with Our NEOs We entered into an employment agreement with each of our NEOs, each of whom is employed at will. These agreements incorporate our standard form agreements with respect to confidential information and assignment of intellectual property, which have been signed by each of our NEOs. Among other things, each of these agreements obligates the NEO to refrain from disclosing any of our proprietary information received during the course of his or her employment with and to assign to us any inventions conceived or developed during the course of his or her employment. The employment and/or equity agreements with all of our NEOs also provide that, during the period of the NEO’s employment and for 12 months thereafter, the NEO will not solicit our employees, consultants, customers or suppliers. In addition, each of our NEOs has signed an agreement – either as part of an equity agreement or as part of the individual’s employee confidentiality and assignment of intellectual property agreement – that provides that the NEO is also subject to a 12-month post-termination non-competition covenant, with the exception of Dr. Reyno, who is not subject to a post-termination non-competition covenant under the terms of his employment agreement due to his status as a California resident.

  36. Named Executive Officers Other Than Mr. Hirsch

    Named Executive Officers Other Than Mr. Hirsch We have entered into an employment agreement with each of our NEOs (excepting Mr. Hirsch, who is described above) pursuant to which the NEO receives an annual base salary and is eligible to receive an annual incentive cash award with a target amount of 40% of the individual’s rate of base salary, in each case, subject to review and adjustment by our Board of Directors or OLCC. Each of our NEOs is also eligible to participate in employee benefit plans generally available to our executive employees, subject to the terms of those plans. The employment agreement in place with each of our NEOs (excepting Mr. Hirsch, who is described above) provides that, in the event that the NEO’s employment is terminated by us without “cause” or the NEO resigns for “good reason” (as each of these terms is defined in the NEO’s employment agreement), in each case other than in connection with a “change in control” (as defined in the NEO’s employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, the NEO will be entitled to receive (i) an amount equal to one times his or her base salary plus, at the discretion of our Board of Directors and upon the recommendation of our OLCC, a pro rata portion of his or her target annual cash incentive, payable in accordance with the Company’s normal payroll procedures over the 12-month period following the date of termination, and (ii) subject to the NEO’s copayment of premium amounts at the active employees’ rate and proper election of COBRA health continuation, a monthly payment of the amount that we would have made to provide health insurance to the NEO had he or she remained employed until the earliest of 12 months following his or her termination date, his or her eligibility for group health coverage through another employer, or the cessation of his or her eligibility for COBRA continuation of health coverage. The employment agreements in place with each of our NEOs (excepting Mr. Hirsch, who is described above) also provide that, in lieu of the payments and benefits described above, if the NEO’s employment is terminated by us without cause or the NEO resigns for good reason, in either case upon, immediately prior to, or within 12 months following a change in control, subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, the NEO will be entitled to receive (i) a lump sum cash payment equal to one times the sum of his or her then-current base salary (or his or her base salary in effect immediately prior to the change in control, if higher) plus his or her target annual cash incentive in effect immediately prior to the change in control (or his or her target annual cash incentive in effect immediately prior to the change in control, if higher); (ii) subject to the NEO’s copayment of premium amounts at the active employees’ rate and proper election of COBRA health continuation, a monthly payment of the amount that we would have made to provide health insurance to the NEO had he or she remained employed until the earliest of 12 months following his termination date, his or her eligibility for group health coverage through another employer, or the cessation of his or her eligibility for COBRA continuation of health coverage; and (iii) full acceleration of all equity awards held by the NEO, with any performance conditions becoming vested based on attainment of the greater of target level of performance or actual performance as of the date of termination. To the extent the parties to a sale event do not provide for the assumption, continuation or substitution of a NEO’s equity awards, the NEO is entitled to receive full acceleration of his or her equity awards upon the sale event, with any performance conditions becoming vested based on attainment of the greater of target level of performance or actual performance as of the date of the sale event. However, in the event that any compensation or payments payable to a NEO would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or the Code, or would be subject to the related excise tax under Section 4999 of the Code, then the NEO’s employment agreement provides that she or he will receive either the full amount of the severance payments and benefits described above or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever result in the greater amount of after-tax benefits to the NEO.

  37. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by or paid to each of our NEOs for services rendered to us in all capacities for the years set forth below, which excludes fiscal years in which the individuals were not our NEOs:

  38. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Andrew J. Hirsch | 2025 | $694,925 | $100,000 | $710,730 | $848,007 | $573,313 | $14,000 | $2,940,975 | | President & Chief Executive Officer | 2024 | 665,000 | — | 755,854 | 2,796,026(5) | 402,325 | 13,800 | 4,633,005 | | Kendra R. Adams | 2025 | 506,825 | 75,000 | 276,978 | 330,300 | 273,686 | 14,000 | 1,476,789 | | Chief Financial Officer | 2024 | 485,000 | — | 268,277 | 1,002,528(5) | 213,400 | 12,815 | 1,982,020 | | Leonard Reyno, M.D. | 2025 | 597,740 | 100,000 | 276,978 | 330,300 | 322,780 | 14,000 | 1,641,798 | | Chief Medical Officer | 2024 | 572,000 | — | 268,277 | 992,874(5) | 251,680 | 13,800 | 2,098,631 |

  39. Summary Compensation Table

    (1)Amounts represent a one-time cash-based award granted by OLCC pursuant to the 2020 Plan. See “One-time Cash-Based Award” above under the heading “Other Elements of Compensation” for more details. (2)Amounts reflect the aggregate grant date fair value of restricted stock unit and option awards granted during the year calculated in accordance with the provisions of FASB ASC Topic 718, Compensation—Stock Compensation. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of option awards, see Notes 2 and 11 to our audited consolidated financial statements appearing in our 2025 Annual Report. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting or settlement of restricted stock unit awards or the vesting or exercise of the options awards, or the subsequent sale of shares received under such awards. (3)The amounts reported represent annual incentive cash awards based upon the achievement of corporate performance objectives as well as individual contributions to the Company’s overall performance, as appropriate, for the years ended December 31, 2025, and 2024, which were paid in February 2026, and 2025, respectively. (4)Represents the Company’s 401(k) matching contributions they were entitled to receive. For information regarding this defined contribution plan, see Note 14 to our audited consolidated financial statements appearing in our 2025 Annual Report. (5)Amounts in the “Option Awards” and “Total Compensation” column for Mr. Hirsch, Ms. Adams, and Dr. Reyno reflect a correction to the aggregate grant date fair value of option awards granted during 2024, which amount was inadvertently overstated in the proxy statement for the 2025 Annual Meeting of Stockholders due to a clerical error.

  40. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding all outstanding stock and option awards held by each of our NEOs on December 31, 2025:

  41. Outstanding Equity Awards at Fiscal Year End

    | | | | Option Awards | | | | Stock Awards | | | Named Executive Officer | 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 | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | | Andrew J. Hirsch | 10/01/20 | 10/01/20 | 1,691,672 | — | $19.00 | 09/30/30 | | | | | 02/15/23 | 02/15/23 | 252,450 | 114,750(3) | $5.77 | 02/14/33 | 40,800(4) | $77,928 | | | 09/18/23 | 09/18/23 | 489,600 | —(5) | $2.15 | 09/17/33 | | | | | 02/14/24 | 02/14/24 | 203,646 | 261,844(3) | $7.31 | 02/13/34 | 77,550(4) | $148,121 | | | 02/14/25 | 02/14/25 | 69,854 | 265,446(3) | $3.18 | 02/13/35 | 223,500(4) | $426,885 | | Kendra R. Adams | 11/09/20 | 11/09/20 | 57,375 | — | $19.00 | 11/08/30 | | | | | 02/14/22 | 02/14/22 | 42,187 | 2,813(3) | $19.00(7) | 02/13/32 | | | | | 02/13/23 | 02/13/23 | 51,562 | 23,438(3) | $5.67 | 02/12/33 | 7,500(4) | $14,325 | | | 09/18/23 | 09/18/23 | 62,437 | 48,563(6) | $2.15 | 09/17/33 | 12,500(4) | $23,875 | | | 02/14/24 | 02/14/24 | 72,318 | 92,982(3) | $7.31 | 02/13/34 | 27,525(4) | $52,573 | | | 02/14/25 | 02/14/25 | 27,208 | 103,392(3) | $3.18 | 02/13/35 | 87,100(4) | $166,361 | | Leonard Reyno, M.D. | 07/10/23 | 07/10/23 | 155,250 | 120,750(6) | $3.50 | 07/09/33 | 30,650(4) | $58,542 | | | 02/14/24 | 02/14/24 | 72,318 | 92,982(3) | $7.31 | 02/13/34 | 27,525(4) | $52,573 | | | 02/14/25 | 02/14/25 | 27,208 | 103,392(3) | $3.18 | 02/13/35 | 87,100(4) | $166,361 |

  42. Outstanding Equity Awards at Fiscal Year End

    (1)These amounts represent the number of time-based RSUs outstanding for all NEOs. (2)Amounts shown are based on a price of $1.91 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025, the last trading day of the year. (3)This award vests in 16 equal quarterly installments starting on the three-month anniversary of the vesting commencement date, subject to the recipient’s continued service relationship with us on each vesting date. (4)This time-based RSU award vests annually in four equal installments commencing on the first anniversary of the date of grant, subject to the recipient’s continued service relationship with the Company through each such date. (5)This award vests in full on the two-year anniversary of the date of grant, subject to the NEO’s continued service relationship with the Company through such date. (6)This award vests over four years, with 25% vesting on the one-year anniversary of the vesting commencement date and the remainder of the award vesting in 12 equal quarterly installments thereafter, subject to the recipient’s continued service relationship with us on each vesting date. (7)The option exercise price for this award was repriced from $22.71 to $19.00 in March 2024.

  43. Pay Versus Performance

    Pay Versus Performance The following table sets forth information regarding “compensation actually paid” to our principal executive officer, or PEO, Mr. Hirsch, and to our non-PEO NEOs for each applicable year. The identity of our NEOs other than Mr. Hirsch may vary year-over-year and the identity of which NEOs are included in this table is determined based on those executive officers who were NEOs for the years presented. Compensation actually paid to Mr. Hirsch and our other NEOs is impacted by the fair value of their equity incentive awards, which is calculated in accordance with the provisions of FASB ASC Topic 718, Compensation—Stock Compensation. See Note 2 to our audited consolidated financial statements appearing in our 2025 Annual Report for a summary of the assumptions underlying the valuation of equity awards.

  44. Pay Versus Performance

    | Year (1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return(3) | Net Loss (in thousands) | | 2025 | $2,940,975 | $1,318,782 | $1,559,294 | $846,679 | $32.37 | $(104,994) | | 2024 | 4,633,005 | 905,032 | 2,289,149 | 1,138,076 | 61.02 | (105,316) | | 2023 | 3,790,099 | 4,335,040 | 1,604,322 | 1,956,302 | 95.76 | (132,493) |

  45. Pay Versus Performance

    (1)The PEO for each of the periods presented is Mr. Hirsch. The Non-PEO NEOs were Ms Adams and Dr. Reyno for 2025, Dr. Mahaney and Dr. Reyno for 2024, and Dr. Reyno and Stewart Fisher, Ph.D., our then-Chief Scientific Officer, for 2023. The proxy statement for the 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”) inadvertently included Ms. Adams instead of Dr. Mahaney as a Non-PEO NEO for 2024 due to a clerical error in the preparation of the 2025 Proxy Statement. Upon further analysis, we have confirmed that this error impacted only the preparation of the 2025 Proxy Statement, and the Non-PEO NEOs identified therein, and there was no impact otherwise to the internal or external reporting of executive compensation or the analyses we or our OLCC have conducted. The amounts in the Pay Versus Performance tables, footnotes and disclosure have been corrected to include the compensation payable to Dr. Mahaney. (2)These amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the SCT (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP). Prior year numbers have been adjusted for negligible differences that existed due to minor clerical errors:

  46. Pay Versus Performance

    | | 2025 | | 2024 | | 2023 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $2,940,975 | $1,559,294 | $4,633,005 | $2,289,149 | $3,790,099 | $1,604,322 | | Adjustments for Equity Awards | | | | | | | | Adjustments for grant date fair values of equity awards granted in the current year | (1,558,737) | (607,278) | (3,551,880) | (1,711,722) | (2,804,021) | (891,745) | | Year-end fair value of unvested equity awards granted in the current year | 785,237 | 305,940 | 1,208,104 | 779,525 | 4,110,779 | 1,369,869 | | Year-over-year difference of year-end fair values for unvested equity awards granted in prior years | (638,655) | (328,787) | (1,732,748) | (234,977) | (198,377) | (34,029) | | Fair values at vest date for equity awards granted and vested in current year | 98,354 | 38,308 | 308,683 | 54,806 | 106,718 | 17,814 | | Difference in fair values between prior year-end fair values and vest date fair values for equity awards granted in prior years | (308,392) | (120,798) | 39,868 | (38,705) | (670,158) | (109,929) | | Total Adjustments for Equity Awards | (1,622,193) | (712,615) | (3,727,973) | (1,151,073) | 544,941 | 351,980 | | Compensation Actually Paid (as calculated) | $1,318,782 | $846,679 | $905,032 | $1,138,076 | $4,335,040 | $1,956,302 |

  47. Pay Versus Performance

    (3)Shareholder return provides the value of common stock as of December 31, 2025, December 31, 2024, and December 31, 2023 assuming $100 was invested in our common stock after the market closed on December 31, 2022.

  48. Narrative Disclosure: Pay Versus Performance Table

    Narrative Disclosure: Pay Versus Performance Table The illustrations below provide a graphical description of Compensation Actually Paid, or CAP (as calculated in accordance with the rules promulgated by the SEC), and the following measures: •Company’s cumulative Total Shareholder Return, or TSR; and •Company’s Net Income

  49. Stock Option Grants to Directors and Executive Officers

    Stock Option Grants to Directors and Executive Officers As of December 31, 2025, we have granted stock options to our directors and executive officers and both performance-based and time-based restricted stock units to our executive officers, as more fully described in the section titled “Executive Compensation” found elsewhere in this proxy statement.