DEF 14A of Arvinas, Inc.
Filed Apr 29, 2026 · FY20250001628280-26-028156
PROPOSAL NO. 1—ELECTION OF TWO CLASS II DIRECTORS
PROPOSAL NO. 1—ELECTION OF TWO CLASS II DIRECTORS Our board of directors currently consists of nine members. In accordance with the terms of our restated certificate of incorporation and our 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 currently divided as follows: •the Class I directors are Linda Bain, John Houston, Ph.D., and Laurie Smaldone Alsup, M.D., and their term expires at the annual meeting of stockholders to be held in 2028; •the Class II directors are Sunil Agarwal, M.D., Leslie V. Norwalk, Esq., and Randy Teel, Ph.D., and their term expires at the Annual Meeting; and •the Class III directors are Edward Kennedy, Jr., Everett Cunningham, and Briggs Morrison, M.D., and their term expires 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 restated certificate of incorporation and our bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our restated certificate of incorporation and bylaws also provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast 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, based on the recommendation of the nominating and corporate governance committee of our board of directors, has nominated two current Class II members, Leslie V. Norwalk, Esq. and Randy Teel, Ph.D., for election as Class II directors at the Annual Meeting. Sunil Agarwal, M.D., will not be standing for re-election as a Class II director at the Annual Meeting. Upon completion of the term of Dr. Agarwal, the size of our board of directors will be automatically reduced to eight members. Each of the nominees has consented to be named as a nominee in this proxy statement and has indicated a willingness to serve as director, if elected. We have no reason to believe that any of our nominees will be unable to serve. However, if a nominee becomes unable or unwilling to serve, the persons named in the proxy intend to vote in their discretion for one or more substitute nominees who will be selected by our board of directors, or our board of directors may reduce the number of directors to be elected at the Annual Meeting. Our corporate governance guidelines provide that nominees should represent a broad array of personal and professional characteristics. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, the ability to contribute positively to the collaborative culture among our board members, knowledge of our business, understanding of the competitive landscape in which we operate and adherence to high ethical standards. Certain individual qualifications and skills of our directors that contribute to our board of directors’ effectiveness as a whole are described in the following paragraphs.
Nominees for Election as Class II Directors
Nominees for Election as Class II Directors Biographical information, including principal occupation and business experience during the last five years, for our nominees for election as Class II directors at our Annual Meeting is set forth below.
Nominees for Election as Class II Directors
| | Age | | Leslie V. Norwalk, Esq., has served as a member of our board of directors since July 2019. Ms. Norwalk has served as strategic counsel to Epstein Becker & Green, P.C., a law firm with a focus on healthcare and life science, since August 2007, and two healthcare consulting agencies, EBG Advisors, Inc. and National Health Advisors, since September 2007. Additionally, since 2008, Ms. Norwalk has served as an advisor to several private equity firms. From 2006 to 2007, she was the acting administrator of the Centers for Medicare & Medicaid Services, where she managed the operations of federal health care programs, including Medicare and Medicaid. From 2002 to 2005, she was the agency's deputy administrator. Prior to that, Ms. Norwalk practiced law with Epstein Becker & Green, P.C., from 1996 to 2001. Ms. Norwalk also previously served in the George H.W. Bush Administration in the White House Office of Presidential Personnel and the Office of the US Trade Representative. Ms. Norwalk currently serves on the boards of directors of the publicly-traded companies CVS Health®, Neurocrine Biosciences, Inc. and Globus, Inc. and previously served on the board of directors of the publicly-traded companies Centene Corporation, Endologix, Inc., Magellan Health, Inc., ModivCare, Inc. (no longer a publicly traded company), Nuvasive, Inc. (acquired by Globus, Inc.), Press Ganey Holdings, Inc., and Volcano Corp. Ms. Norwalk holds a J.D. from the George Mason University School of Law and a B.A. from Wellesley College. We believe Ms. Norwalk is qualified to serve on our board of directors due to her knowledge of, and experience with, the healthcare industry and government regulations. | 60 | | Randy Teel, Ph.D., has served as our President and Chief Executive Officer and as a member of our board of directors since February 2026. Dr. Teel joined Arvinas in 2018 and has 20 years of biopharmaceutical industry experience. Dr. Teel served as our Chief Business Officer from April 2024 to February 2026, and in that role was responsible for corporate strategy, business development, corporate communications, and investor relations. From February 2024 to June 2024, Dr. Teel also served as our interim Chief Financial Officer, Treasurer and principal financial officer, while we undertook a search to identify our next permanent Chief Financial Officer, Treasurer and principal financial officer. From September 2021 to April 2024, Dr. Teel served as our Senior Vice President, Corporate and Business Development. From May 2018 to September 2021, Dr. Teel served as our Vice President of Corporate Development. Prior to Arvinas, from March 2017 to December 2017, Dr. Teel was Vice President and Head of Strategy at Alexion Pharmaceuticals, a biotechnology company, or Alexion, where he was responsible for long-range planning, partnering with the research and development and commercial organizations as they developed inline and lifecycle management strategies, and from March 2015 to March 2017, he was Executive Director, Corporate Strategy and Enterprise Risk Management at Alexion. From January 2008 to March 2015, Dr. Teel was a consultant at McKinsey & Company, a global management consulting firm, where he advised biopharmaceutical clients on issues in commercial, medical, and development. Dr. Teel received his B.Sc. in Biology at Gonzaga University and his Ph.D. in Immunobiology from Yale University. We believe Dr. Teel is qualified to serve on our board of directors due to his extensive executive leadership experience at life sciences companies and his historical experience gained from serving in various roles with us. | 47 |
Nominees for Election as Class II Directors
The board of directors recommends voting “FOR” the election of Leslie V. Norwalk, Esq., and Randy Teel, Ph.D., as Class II directors, for a three-year term ending at the annual meeting of stockholders to be held in 2029. Any properly submitted proxy will be voted in favor of the nominees unless a contrary specification is made in the proxy.
Directors Continuing in Office
Directors Continuing in Office Biographical information, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below.
Directors Continuing in Office
| Class I Directors (Term Expires at 2028 Annual Meeting) | | | | Age | | Linda Bain has served as a member of our board of directors since June 2020. Ms. Bain has served as a venture partner at Atlas Venture, a venture capital firm focused on biotechnology, since April 2025. Ms. Bain served as Chief Operating Officer and Chief Financial Officer for Mariana Oncology, a radiopharmaceutical company and a Novartis company as of May 2024, from May 2023 to April 2025. Ms. Bain served as Chief Financial Officer of Codiak BioSciences, Inc., a biopharmaceutical company, from December 2015 to April 2023. Previously, Ms. Bain served as Chief Financial Officer of Avalanche Biotechnologies, Inc., a gene therapy company, from April 2014 to November 2015. Additionally, she served as Vice President of Finance, Business Operations at bluebird bio, Inc., a gene therapy biotechnology company, from October 2011 to March 2014, and as the Principal Accounting Officer from June 2013 to March 2014. Ms. Bain previously held senior roles at Genzyme Corporation, a biotechnology company, including Vice President of Finance, Global Manufacturing and Operations, and Vice President of Finance, Genzyme Genetics, and earlier in her career at Fidelity Investments, AstraZeneca plc, and Deloitte & Touche LLP. Ms. Bain currently serves on the board of directors of the publicly traded company, Autolus Therapeutics plc, and private companies, Hemab Therapeutics Holdings, Inc. and Remix Therapeutics, Inc. Ms. Bain previously served on the board of directors of the publicly-traded company, VBI Vaccines Inc. Ms. Bain is a Certified Public Accountant and earned a B.Sc. in Accounting and Business Administration and an Honors degree in Accounting and Business Administration from the University of the Free State, Bloemfontein, South Africa. We believe Ms. Bain is qualified to serve on our board of directors due to her extensive executive leadership experience, knowledge of the life sciences industry, and her work with other public and private biopharmaceutical and biotechnology companies. | 55 | | John Houston, Ph.D., has served as a member of our board of directors since September 2017. Dr. Houston has served as a consultant for us since February 2026. Dr. Houston served as our President and Chief Executive Officer from September 2017 to February 2026, and as Chair of our board of directors from June 2023 to February 2026. Dr. Houston served as our President of Research and Development from January 2017 to June 2024, as our Chief Scientific Officer from January 2017 to April 2019 and served as our principal executive officer from February 2017 to February 2026. Prior to joining Arvinas, Dr. Houston served in positions of increasing responsibility at Bristol-Myers Squibb Company, a biopharmaceutical company, or BMS, most recently as Senior Vice President, Head of Specialty Discovery from September 2015 to August 2016, and as Senior Vice President of Disease Sciences, Biologics and Applied Biotechnology from August 2008 to September 2015. Prior to joining BMS, Dr. Houston worked at Glaxo Wellcome Research and Development in the UK, where he served as head of the Lead Discovery Unit. Dr. Houston currently serves on the board of directors of the publicly-traded company, NextCure, Inc. Dr. Houston holds a Ph.D. in microbial biochemistry from Heriot-Watt University, Edinburgh and a B.Sc. in medical microbiology from the University of Glasgow. We believe Dr. Houston is qualified to serve on our board of directors due to his scientific and historical experience with us gained from serving as our former President and Chief Executive Officer, combined with his previous scientific training and qualifications and the skills and experience he has developed during his extensive career in the life sciences industry. | 66 |
Directors Continuing in Office
| Laurie Smaldone Alsup, M.D., has served as a member of our board of directors since November 2019. Dr. Smaldone Alsup is a medical oncologist and has served as Senior Vice President, Regulatory Science and Practical Lead of SSI Strategy Holdings LLC, a consulting firm that supports the needs of the biotechnology industry covering medical affairs, pharmacovigilance, regulatory and clinical development functions, or SSI Strategy, since January 2024. Dr. Smaldone Alsup served as Chief Scientific Officer and Chief Medical Officer for NDA Group, a regulatory and drug development consulting firm, from March 2016, when NDA Group merged with PharmApprove, LLC, to January 2024, when NDA group merged with SSI Strategy. Dr. Smaldone Alsup served as President and Chief Scientific Officer of PharmApprove, LLC, a regulatory communications consultancy firm and division of Taft and Partner, from August 2011 to March 2016. In addition, she served as President and Chief Executive Officer of Phytomedics, Inc., an early stage company focused on arthritis and inflammation, from 2008 to 2011. Prior to that, Dr. Smaldone Alsup spent over 20 years at BMS in roles of increasing responsibility in clinical development, especially oncology and infectious diseases, developing medicines through to approval globally across multiple disease areas. Dr. Smaldone Alsup headed up the global regulatory function as Senior Vice President, Global Regulatory Science where she was responsible for the development and approval process of the research and development portfolio. Dr. Smaldone Alsup also served as head of Business Risk Management for the BMS Corporation. Dr. Smaldone Alsup currently serves on the board of directors of the publicly-traded company, Theravance Biopharma, Inc., and previously served as a member of the board of directors of the publicly-traded companies, Blackberry Ltd., Kalobios Pharmaceuticals, Inc., Kinnate Biopharma Inc. and Pardes Biosciences Inc. (which was acquired by MediPacific, Inc.). Dr. Smaldone Alsup holds an M.D. from the Yale School of Medicine and a B.A. in biology from Fordham College. We believe Dr. Smaldone Alsup is qualified to serve on our board of directors due to her extensive regulatory and clinical experience in the life sciences industry, senior management experience in several companies in our industry and demonstrated leadership in her field. | 72 |
Directors Continuing in Office
| Class III Directors (Term Expires at 2027 Annual Meeting) | | | | Age | | Everett Cunningham has served as a member of our board of directors since December 2022. Mr. Cunningham has served as Chief Executive Officer of Quanterix Corporation, a life sciences company, or Quanterix, since January 2026. He has over 30 years of progressive responsibility in pharmaceuticals and medical services and over 20 years of commercial leadership across healthcare tech, life sciences and pharmaceuticals. Prior to Quanterix, Mr. Cunningham served as Chief Commercial Officer of Illumina, Inc., a sequencing and array-based technologies company, from June 2024 to January 2026. Prior to Illumina, from October 2021 to June 2024, Mr. Cunningham served as Chief Commercial Officer from Exact Sciences Corp., a company providing cancer screening and diagnostic tests. Prior to joining Exact Sciences, from July 2019 to September 2021, Mr. Cunningham served as President and Chief Executive Officer for the U.S. and Canadian regions of GE HealthCare Technologies Inc., a global medical technology company, or GE. Before joining GE, from October 2012 to June 2019, Mr. Cunningham served as the Senior Vice President, Commercial, at Quest Diagnostics Incorporated, a clinical laboratory company, where he was responsible for global commercial sales, marketing, and commercial operations. Mr. Cunningham also previously served in numerous senior leadership roles at Pfizer, including Regional President, Established Products for Asia Pacific, Senior Director of Worldwide Learning and Development, Senior Director of Business Operations, Vice President Sales for U.S. Pharmaceuticals, and Vice President of Global Corporate Human Resources. Mr. Cunningham currently serves on the boards of directors of the public company, Quanterix, and private company, Visby Medical. He earned his bachelor’s degree in economics from Northwestern University. We believe that Mr. Cunningham is qualified to serve on our board of directors due to his extensive experience in the pharmaceutical and medical services industries. | 59 | | Edward Kennedy, Jr. has served as a member of our board of directors since July 2018. A health care regulatory attorney for over 25 years, Mr. Kennedy has served as Partner and Member of the Health Care and Life Sciences practice of Epstein Becker & Green, P.C., a national law firm, where he counsels healthcare companies on the legal, reimbursement, coding and coverage issues facing providers, payers and the life sciences industry, since January 2014. Previously, Mr. Kennedy served as the Co-Founder and President of Marwood Group, a healthcare focused strategic advisory and financial services firm, from January 2001 to December 2013. A childhood cancer survivor and amputee, Mr. Kennedy has been a lifelong patient advocate and disability rights activist, and serves on the board of the American Association of People with Disabilities. He also served as a State Senator in the Connecticut General Assembly from January 2015 to January 2019. Mr. Kennedy currently serves on the board of directors of the publicly-traded company, InnovAge Holding Corp. Mr. Kennedy holds a J.D. from the University of Connecticut School of Law, an M.E.S. from the Yale School of Forestry and Environmental Studies and a B.A. from Wesleyan University. We believe Mr. Kennedy is qualified to serve on our board of directors due to his extensive legal and regulatory experience, his roles as a policymaker and legislator, and his service on the boards of many innovative healthcare companies. | 64 | | Briggs Morrison, M.D., has served as a member of our board of directors since June 2018 and as Chair of our board of directors since February 2026. Dr. Morrison also served as our lead independent director from June 2023 to February 2026. Prior to joining our board of directors, Dr. Morrison was a member of our Scientific Advisory Board from August 2016 to June 2018. Dr. Morrison has served as Chief Executive Officer of Crossbow Therapeutics, Inc., a privately held biotechnology company, since February 2022. Dr. Morrison previously served as President, Head of Research and Development of Syndax Pharmaceuticals Inc., a publicly-traded biopharmaceutical company, or Syndax, from February 2022 to April 2023, and before that served as Chief Executive Officer of Syndax from June 2015 to February 2022. Dr. Morrison has also served as an Entrepreneur Partner at MPM BioImpact (previously MPM Capital) since June 2015. Previously, Dr. Morrison was the Chief Medical Officer and Head of Global Medicines Development at AstraZeneca plc, a biopharmaceutical company, from January 2012 to June 2015. Dr. Morrison currently serves on the boards of directors of the publicly-traded companies CRISPR Therapeutics AG and Werewolf Therapeutics Inc., and previously served on the boards of directors of the publicly-traded companies, Carisma Therapeutics, Inc., Codiak Biosciences, Inc., NextCure, Inc., Oncorus, Inc., Repare Therapeutics Inc., and Syndax. Dr. Morrison holds an M.D. from the University of Connecticut Medical School and a B.S. in biology from Georgetown University. He completed residency training in Internal Medicine at the Massachusetts General Hospital and a fellowship in Medical Oncology at the Dana-Farber Cancer Institute. We believe Dr. Morrison is qualified to serve on our board of directors due to his extensive executive leadership experience, his medical background and training, and his service on the boards of directors of other public and private biopharmaceutical and biotechnology companies. | 67 |
Directors Continuing in Office
There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. 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 any of our subsidiaries. Codiak BioSciences, Inc., where Ms. Bain previously served as Chief Financial Officer, filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in March 2023.
Former Members of our Board of Directors Who Served in 2025 and Directors Not Standing for Re-Election at the Annual Meeting
Former Members of our Board of Directors Who Served in 2025 and Directors Not Standing for Re-Election at the Annual Meeting John Young served as a member of our board of directors from August 2022 to June 2025. Mr. Young resigned as a director effective June 30, 2025. Sunil Agarwal, M.D., a member of our board of directors since June 2023, will not be standing for re-election at the Annual Meeting.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
Executive Summary
Executive Summary Overview Historically, our executive compensation program has reflected our growth and corporate goals. To date, the compensation of our named executive officers has consisted of a combination of base salary, annual cash bonus, long-term equity incentive compensation, and other employee benefits generally available to our employees. Our named executive officers are also entitled to certain compensation and benefits upon certain terminations of employment pursuant to their employment agreements as described below. Our named executive officers for the year ended December 31, 2025 are as follows: •John Houston, Ph.D., former President, Chief Executive Officer and principal executive officer; •Andrew Saik, Chief Financial Officer, Treasurer and principal financial officer; •Noah Berkowitz, M.D., Ph.D., Chief Medical Officer; •Angela Cacace, Ph.D., Chief Scientific Officer; and •Ian Taylor, Ph.D., former President of Research and Development, or R&D. Our Company We are a clinical-stage biotechnology company dedicated to improving the lives of patients suffering from debilitating and life-threatening diseases. Through our PROteolysis TArgeting Chimera, or PROTAC, protein degradation platform, we are pioneering the development of a new class of therapeutics designed to harness the body’s own natural protein disposal system to selectively and efficiently degrade and remove disease-causing proteins. We have designed and optimized our proprietary PROTAC Discovery Engine for the discovery of PROTAC therapeutics to address diseases caused by abnormal proteins or aberrant protein expression. We believe that our targeted protein degradation approach is a novel therapeutic modality that may provide distinct advantages over existing therapies and address a broad range of targets, including historically undruggable proteins, in areas of significant unmet need. In the past five years, seven of the programs developed using our PROTAC protein degradation platform have progressed to clinical trials in oncology and neurology indications after demonstrating potent and selective protein degradation in our preclinical studies. The U.S. Food and Drug Administration, or FDA, has accepted our New Drug Application, or NDA, for vepdegestrant, our most advanced product candidate from the platform, for the treatment of patients with estrogen receptor-positive (ER+)/human epidermal growth factor receptor 2-negative (HER2-), or ER+/HER2-, estrogen receptor 1, or ESR1,-mutated advanced or metastatic breast cancer who have previously received endocrine-based therapy, and has assigned a Prescription Drug User Fee Act, or PDUFA, action date of June 5, 2026. We believe favorable clinical trial results in our ongoing oncology and neurology programs would further validate our platform as a new therapeutic modality for the potential treatment of diseases caused by dysregulated intracellular proteins. We are currently progressing the following product candidates through clinical development programs: •ARV-102, targeting the leucine-rich repeat kinase 2, or LRRK2, protein for the treatment of neurodegenerative diseases, including Parkinson's disease, or PD, and progressive supranuclear palsy, or PSP; •ARV-806, targeting Kirsten rat sarcoma, or KRAS, -G12D protein for cancers with the G12D mutation, including pancreatic, colorectal and non-small cell lung cancer; •ARV-393, targeting the B-cell lymphoma 6, or BCL6, protein for the treatment of relapsed/refractory non-Hodgkin lymphoma, or NHL; •ARV-027, targeting the polyglutamine-expanded androgen receptor, or polyQ-AR, in skeletal muscle; and •vepdegestrant, targeting the estrogen receptor, or ER, for the treatment of locally advanced or metastatic ER+/HER2- breast cancer. We are also advancing several preclinical candidates through early stage development, in a broad range of intracellular disease targets, including proteins that currently cannot be addressed by existing small molecule therapies, commonly referred to as “undruggable” or under-drugged targets. These preclinical candidates include ARV-6723 targeting hematopoietic progenitor kinase 1, or HPK1, and a pan-KRAS degrader targeting multiple variants of KRAS while sparing other RAS isoforms. Board and Management Changes During 2025 and 2026 On June 4, 2025, Ian Taylor, Ph.D., notified us of his decision to resign as President of R&D and retire, effective June 6, 2025. On June 6, 2025, in connection with his resignation, we and Dr. Taylor entered into a consulting agreement, pursuant to which Dr. Taylor has agreed to provide consulting and advisory services to us for one year from the resignation date, unless earlier terminated by us or Dr. Taylor with at least 10 business days’ prior written notice. Dr. Taylor also remains as chair of our Scientific Advisory Board, but is not paid any additional amounts for this service. The Consulting Agreement with Dr. Taylor is discussed in greater detail in “Other Agreements”. On July 9, 2025, Dr. Houston notified the board of his intent to resign from his role as President, Chief Executive Officer and chair of the board of the directors following a search for, and appointment of, a new Chief Executive Officer of the company. In February 2026, following Dr. Houston’s formal decision to resign and as part of our leadership transition plan, the board appointed Randy Teel, Ph.D., as the Company’s President, Chief Executive Officer, principal executive officer, and member of the board of directors, effective February 12, 2026. Dr. Houston remains on our board of directors as a director. Dr. Houston also transitioned to a consultancy role, effective February 12, 2026. The Consulting Agreement with Dr. Houston is discussed in greater detail in “Other Agreements”. In February 2026, the board appointed Briggs Morrison, M.D., the then-current lead independent director of the board of directors, as chair of the board of directors, effective as of February 12, 2026. In February 2026, the board appointed Randy Teel, Ph.D., who previously served as the Company’s chief business officer, as the Company’s President, Chief Executive Officer, and principal executive officer, and a member of the board of directors, effective as of February 12, 2026. In connection with Dr. Teel’s appointment, the Company entered into an amended and restated employment agreement with Dr. Teel which provides for Dr. Teel’s at-will employment for an indefinite term, or the Teel Employment Agreement. Pursuant to the Teel Employment Agreement, Dr. Teel receives a base salary of $680,000 a year and has a performance-based, annual cash bonus target of 60% of his base salary. In February 2026, the board also approved the following equity grants to Dr. Teel: (i) an option to purchase 218,691 shares of our common stock, $0.001 par value per share, or the Common Stock, or the Teel Option Grant, and (ii) a restricted stock unit award with respect to 147,179 shares of Common Stock, or the Teel RSU Grant, pursuant to the terms of the Corporation’s 2018 Stock Incentive Plan, or the Plan, in each case, with a grant date of February 26, 2026, the date that we granted annual equity awards to our other employees. The Teel Option Grant has exercise price of $13.38, equal to the closing price of the Common Stock on the grant date and will vest over a four-year period, with 25% of the underlying shares vesting on February 12, 2027, and the remaining 75% of the underlying shares vesting in equal monthly installments thereafter. The Teel RSU Grant will vest over a four-year period, with 25% vesting on each one-year anniversary of February 12, 2026. While Dr. Teel was not considered an executive officer in his role as Chief Business Officer, Dr. Teel is currently an executive officer in his role as President, Chief Executive Officer and principal executive officer, and will be a named executive officer for 2026.
Compensation Design
Compensation Design Compensation Philosophy and Objectives The goal of our executive compensation policies and programs is to pay for performance. Within this overarching principle, there are a number of key objectives that our policies and programs are designed to achieve: •Attract and retain individuals with superior ability, technical, and managerial experience; •Align the executives’ interests with those of our stockholders through long-term incentives linked to specific performance; and •Provide market competitive compensation to attract and retain highly qualified individuals who are capable of making significant contributions to the long-term success of the company. Alignment with Company Strategy Our executive compensation policies and programs reinforce our pay-for-performance philosophy. While fixed compensation, such as base salary and benefits, are primarily designed to be competitive in the biopharmaceutical marketplace for employees, a substantial portion of our named executive officers’ compensation is linked to achieving scientific, business, organizational and operational goals. We provide a significant portion of our executive compensation in the form of long-term incentives (Options and RSUs) that vest over time. These equity awards are a key aspect of our pay-for-performance philosophy and serve to align the interests of our named executive officers with our stockholders, as they are tied to future increases in the value of our stock. Further, we believe that equity awards with a time-based vesting feature promote retention because this feature incentivizes our named executive officers to remain in our employment during the vesting period. The annual cash bonuses paid to our named executive officers are based entirely on corporate performance goals established by the board of directors. Our executives make strategic decisions that influence the company, and we believe it is appropriate to reward performance against corporate performance goals in that case, in line with our pay-for-performance philosophy. The total target compensation (base salary, target annual cash bonuses and equity incentive awards) for our then-President and Chief Executive Officer and our other named executive officers in 2025 was primarily performance-based, as shown in the charts below. The Other Named Executive Officer Target Pay Mix chart includes Dr. Berkowitz, Dr. Cacace and Mr. Saik. Dr. Taylor has been omitted from this chart as he is not currently an executive officer and did not serve as an executive officer for the full year. The compensation committee uses a comparative framework to assess the named executive officers’ total compensation mix, but does not have a pre-established policy for allocating total compensation. Rather, as described in more detail below, based on blended peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance, and internal parity relative to similar positions within the company, the compensation committee subjectively determines the appropriate level and mix of total compensation, keeping in mind our pay-for-performance compensation philosophy. We believe that this approach results in compensation that: •is at an appropriate level to attract and retain individuals with superior ability, technical, and managerial experience; •provides the appropriate incentives to our executives to make significant contributions to the long-term success of the company, while avoiding incentives for inappropriate risk-taking; and •is fair and competitive without being excessive. Realizable Pay A core component of our compensation philosophy is to incentivize our executive officers by creating a strong link between their performance and compensation. As a result of this pay for performance philosophy, we put much of our executives’ pay “at-risk.” Over the past several years, we have granted a mix of time-based RSUs and Options, to retain and motivate our executives to deliver long-term performance. Given that a significant portion of the compensation packages are linked to achieving scientific, business, organizational and operational goals and as a result, vary depending on our performance and increase in stock price. Frequently, the grant date value of our equity compensation (as reported annually in the Summary Compensation Table) is not always reflective of the actual realizable pay value that may be received by our named executive officers because it is based on the based on the grant date fair value as determined under applicable accounting guidance. Realizable pay reflects the actual value of compensation received or to be received by our named executive officers, and as such fluctuates with changes in our share price. For this reason, contrasting pay amounts from the Summary Compensation Table with realizable pay provides a meaningful demonstration of the pay for performance alignment of our executive compensation program. The following chart demonstrates the difference between the reported pay for Dr. Houston, our former President and Chief Executive Officer, as disclosed in the Summary Compensation Table, and the realizable pay values of those awards as of the end of each fiscal year. Because the change in share price is a key component of the equity value, the realizable value represented substantially less than the grant date fair value, demonstrating the direct link between performance and pay outcomes. Realizable pay for the past three years is generally aligned with our stock price performance over the same period. Compensation Governance The compensation committee is responsible for oversight of the company’s compensation program and practices. The compensation committee maintains a pay program with the goal of following corporate governance best practices and demonstrating a commitment to stockholder interests. The board of directors has committed to numerous practices and safeguards to align the compensation program with those goals. These corporate governance practices include the following:
Compensation Design
| | What We Do | | What We Don’t Do | | ✓ | Pay-for-performance philosophy and culture | • | No excise tax gross ups | | ✓ | An appropriate mix of short and long-term incentives for our executives | • | No excessive perquisites or other benefits for named executive officers | | ✓ | Responsible use of long-term equity program to motivate and align executives’ interests with stockholders | • | No repricing of stock option awards without stockholder approval | | ✓ | Perform an annual risk assessment of our compensation program and practices | • | No discounted stock option awards | | ✓ | Maintain a peer group of companies to evaluate compensation decisions and update peer information periodically | • | No hedging or pledging of company stock | | ✓ | Conduct say-on-pay vote annually | • | No “single trigger” payouts in a change in control situation | | ✓ | Engage an independent compensation consultant to advise on executive compensation matters | | | | ✓ | Have an independent compensation committee | | | | ✓ | Maintain a robust compensation recovery policy to recover erroneous paid incentive compensation and ensure accountability | | |
Compensation Design
| Element | Purpose | Key Features and Timing | | Base Salary (fixed cash) | Provide competitive, fixed compensation to attract and retain top executive talent | • Cash-based • Initial base salaries are set at the time of hire, and adjustments to base salaries are considered in conjunction with changes in job responsibilities or annually as part of our merit increase process | | Annual Cash Bonus (“at-risk” cash) | Performance-contingent compensation to motivate and reward individual for attaining rigorous corporate performance goals that relate to our key business objectives | • Cash-based • Based on corporate and individual performance • Generally measured and paid out on an annual basis, typically annually following the close of the previous fiscal year | | Long-term Incentives (“at-risk” equity) | Variable incentive compensation to promote performance, support retention, and create stockholder alignment | • Equity-based • Granted in time-based Options and RSUs • Based on blended peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance, and internal parity relative to similar positions within the company • Generally granted at the time of hire, annually following the close of the previous fiscal year and at the time of promotion •Special one-time, non-recurring, awards may be granted in particular circumstances, to assist with retention or otherwise |
2025 Compensation Decisions and Outcomes
When requested, Aon consultants attend meetings of the compensation committee, including executive sessions in which executive compensation issues are discussed. Aon is engaged by the compensation committee and meets with management for purposes of gathering information for its analyses and recommendations. While the compensation committee took into consideration the review and recommendations of Aon, as well as the practices of our compensation peer group as described below, when making decisions about our executive compensation program, ultimately, the compensation committee made its own independent decisions in determining our executives’ compensation. In determining to engage Aon, the compensation committee reviewed the independence of Aon taking into consideration relevant factors, including the absence of other services provided to the company by Aon, the amount of fees the company paid to Aon as a percentage of Aon’s total revenue, the policies and procedures of Aon that are designed to prevent conflicts of interest, any business or personal relationship of the individual compensation advisors employed by Aon with an executive officer of the company, any business or personal relationship the individual compensation advisors employed by Aon have with any member of the compensation committee, and any stock of the company owned by Aon or the individual compensation advisors employed by Aon. The compensation committee has determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of Aon and the individual compensation advisors employed by Aon as compensation consultants to the compensation committee has not created any conflicts of interest, and that Aon is independent pursuant to the independence standards set forth in The Nasdaq Global Select Market listing standards promulgated pursuant to Section 10C of the Exchange Act. Executive Compensation Process The compensation committee compares our executive compensation against a peer group to determine market trends and competitiveness. On an annual basis, the compensation committee reviews the companies in our peer group, as well as Aon’s recommendations regarding which companies should be included in the peer group. The compensation committee may also adjust the peer group to ensure it properly reflects the market in which we compete for executive talent. For purposes of compensation for 2025, the compensation committee retained Aon to evaluate our executive compensation program and recommend a course of action for 2025. In determining the 2025 base salaries, annual cash bonuses and long-term incentives for our named executive officers, our compensation committee relied on the following peer group, or the 2025 Peer Group, which was approved by our compensation committee in September 2024:
2025 Compensation Decisions and Outcomes
(*) New to the 2025 Peer Group Aon focused on developing a peer group that: •comprised companies operating in the biopharmaceutical industries; •captured comparable companies in terms of market capitalization, revenue, employee size and stage of development; and •allowed for sufficient room for the company to grow. The 2025 Peer Group represents a group of mostly pre-commercial, later stage (companies in Phase 3 development and companies in the stages of submitting a Biologics License Application or New Drug Application), oncology or neurology-focused biopharmaceutical/biotechnology companies, with a median market capitalization of approximately $1,275.6 million and a median of approximately 285 employees at the time of review. Cerevel Therapeutics, Inc., Deciphera Pharmaceuticals, Inc., Fate Therapeutics, Inc., Mirati Therapeutics, Inc., Revolution Medicines, Inc. and Zentalis Pharmaceuticals, Inc. were each removed from our peer group as their market capitalization and/or stage of development, as applicable, fell outside our targeted range, or due to acquisition, as applicable, and several new companies were added, as indicated in the table above, as they met all the required criteria outlined above. The peer group is used to support compensation decisions and is used for relative performance comparisons in the context of our incentive plans. Based on the 2025 Peer Group, Aon prepared an assessment that included pay levels and compensation practices from public SEC filings. Aon supplemented the 2025 Peer Group proxy information with data from the Radford Global Compensation Survey, comprising 76 companies with a median headcount of 308 and a median market capitalization of $1.6 billion, which provides a broader market representation of companies and deeper position reporting. To arrive at competitive market compensation, market data collected from the 2025 Peer Group and the Radford Global Compensation Survey was blended equally to form a composite assessment. The peer group is used to support compensation decisions and is used for relative performance comparisons in the context of our incentive plans. In analyzing and setting our executive compensation program for 2025, the board of directors and the compensation committee, as applicable, compared certain aspects of our named executive officers’ compensation to the compensation levels included in this composite assessment. Based on the results of the assessment, the board of directors and the compensation committee, as applicable, determined that compensation levels for our named executive officers in 2025 generally reflected market competitive ranges while allowing for individual variation based on role, experience and performance. Base Salaries The base salary for our Chief Executive Officer is determined annually by the board of directors, upon recommendation by the compensation committee. Base salaries for our named executive officers other than our Chief Executive Officer are recommended by our Chief Executive Officer to the compensation committee for approval. Each such determination is based on the scope of each officer’s responsibilities along with his or her respective experience and contributions to the company during the prior year. When reviewing base salaries, the board of directors and compensation committee, as applicable, takes factors into account such as blended peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance, and internal parity relative to similar positions within the company, but does not assign any specific weighting to any factor. The following table presents the base salaries for each of our named executive officers for the years 2024 and 2025, as approved by the board of directors and compensation committee, as applicable. Except as otherwise noted, the 2025 base salaries became effective on January 1, 2025.
2025 Compensation Decisions and Outcomes
(1) Dr. Houston resigned as President and Chief Executive Officer effective February 12, 2026. Dr. Houston remains a consultant and director with the Company. Randy Teel, Ph.D., previously our Chief Business Officer, was appointed as President and Chief Executive Officer effective February 12, 2026. Dr. Teel was not an executive officer for 2025. However, Dr. Teel’s annualized salary for 2025 in his role as Chief Business Officer was $500,763. In connection with Dr. Teel’s appointment as President and Chief Executive Officer, effective February 12, 2026, Dr. Teel’s annualized salary was approved at $680,000. (2) Dr. Taylor resigned as President of R&D effective June 6, 2025. Dr. Taylor remains a consultant with the Company. Annual Cash Bonuses Our annual cash incentive program promotes and rewards our executive officers for the achievement of key business and strategic goals. Under this program, cash incentive awards are determined by multiplying each executive officer’s annualized base salary by a target annual bonus percentage and a corporate performance achievement factor established by our board of directors and compensation committee based on our performance as measured against our pre-established corporate goals. For the year ended December 31, 2025, the target annual bonus, as a percentage of base salary was 60% for Dr. Houston and 45% for each of Dr. Berkowitz, Dr. Cacace, Mr. Saik and Dr. Taylor. Dr. Houston resigned as President and Chief Executive Officer effective February 12, 2026. Dr. Houston then entered into a consulting agreement with us, pursuant to which, among other consideration, Dr. Houston was paid a lump sum of $457,000, on or about March 15, 2026, equivalent to the amount that Dr. Houston would have received as an employee for a 2025 bonus based on achievement of the Company’s 2025 corporate goals as approved by the Board, had he continued to be employed by the Company as President and Chief Executive Officer on the date of payment. Additionally, due to his resignation in June 2025, Dr. Taylor was not paid a 2025 bonus. In 2025, Dr. Teel was our Chief Business Officer and was not an executive officer in 2025. Dr. Teel had an individual bonus target of 45% of his base salary until he was appointed as our President and Chief Executive Officer effective February 12, 2026, at which time his individual bonus target was increased to 60% of his base salary. Any bonus for Dr. Teel for 2026 that is approved by our board of directors will be prorated based on Dr. Teel’s actual base salary earned in 2026. Our board of directors and compensation committee, as applicable, set bonus targets for our named executive officers at the beginning of the year, upon hire, or upon promotion, as applicable, and determined that annual cash bonus opportunities were competitive with the market based primarily on data provided by Aon. During and following the last quarter of each year, our senior management team evaluates our company performance. Based on this evaluation, our Chief Executive Officer recommends to our compensation committee any cash awards for executives (other than himself) under our annual cash incentive program. Our compensation committee then carefully reviews overall corporate performance, as well as the Chief Executive Officer’s compensation. Our board of directors, upon the recommendation of our compensation committee, then further reviews our Chief Executive Officer’s compensation and evaluates our Chief Executive Officer’s contributions to our corporate performance. Our board of directors and compensation committee, as applicable, have the discretion to adjust the size of individual awards upward or downward based on company performance. During 2025, the compensation committee and the board of directors established the corporate goals listed in the table below for the calendar year 2025, each overall goal having a designated weighting and relating to key development, strategic and business goals for the company. These goals were formulated in early 2025, refined following our VERITAC-2 Phase 3 clinical trial read out, and formally approved by the board of directors in June 2025. Our Chief Executive Officer and certain other members of senior management report to the compensation committee and the board of directors on our overall performance against these goals on a regular basis throughout the year. In addition, our compensation committee met with our then-Chief Executive Officer and certain other members of senior management as part of its annual compensation review and discussed our corporate performance in 2025 and a proposed corporate goal achievement score based on the company’s actual performance as calculated against the previously-established corporate goals. The then-Chief Executive Officer then proposed recommendations for cash incentive awards for each of our executive officers other than the then-Chief Executive Officer. Our board of directors then further evaluated the cash incentive award that would have been awarded to our then-Chief Executive Officer had he remained employed as President and Chief Executive Officer on the date of bonus payout. Because our overall corporate goals allow for some amount of subjective and qualitative assessment, the compensation committee and the board of directors engaged in a number of discussions, including with certain members of senior management, as to the appropriate scoring of the company’s performance against the previously-established corporate goals. The following table sets forth our 2025 corporate goals and the level of achievement against those goals as determined by the compensation committee and the board of directors.
2025 Compensation Decisions and Outcomes
As part of its evaluation of our corporate performance, our compensation committee and our board of directors noted various performance outcomes, including the 2025 achievement outcomes noted below, which included certain upside considerations supporting actual level of achievement over 100%, during 2025. The maximum achievement amount for any goal was 175%, but such maximum payout amounts were calibrated to be rigorous, based on exceptional goal achievement. Based on our overall performance during 2025 against these goals, our compensation committee and our board of directors determined that our overall corporate goals had been achieved at a level of 112.0%. However, as part of our overall commitment to our employees, we funded a special bonus pool of 4.0% from the overall bonus pool of 112.0%. As such, the bonuses awarded to all employees, including our named executive officers, for 2025 are based on a corporate goal achievement level of 108.0% and a portion of our employee population that contributed significantly to the company in 2025 received additional bonus amounts. This special bonus pool is reserved for non-executive employees. For the avoidance of doubt, for purposes of calculating annual bonuses for our named executive officers, bonuses were based on achievement of corporate goals at a level of 108.0%. Certain 2025 Achievement Outcomes:
•Achieve Corporate Objective(s)
| Name | 2025 Annualized Salary ($) | 2025 Target Bonus (% of base salary) | 2025 Target Bonus ($) | Ratio (%) | 2025 Actual Bonus ($) (3) | | John Houston, Ph.D. (1) (3) | 706,236 | 60 | 423,742 | 107.8 | 457,000 | | Andrew Saik | 542,063 | 45 | 243,928 | 108.0 | 263,500 | | Noah Berkowitz, M.D., Ph.D. | 552,387 | 45 | 248,574 | 108.0 | 268,500 | | Angela Cacace, Ph.D. | 500,763 | 45 | 225,343 | 108.0 | 243,400 | | Ian Taylor, Ph.D. (2) | 258,125 | 45 | 116,156 | — | — |
•Achieve Corporate Objective(s)
(1) Dr. Houston resigned as President and Chief Executive Officer effective February 12, 2026. As such, Dr. Houston was not employed at the time of bonus payout. However, our board of directors approved Dr. Houston’s consulting agreement on February 11, 2026, to be effective February 12, 2026, which included payment of $457,000, which was equivalent to the amount that Dr. Houston would have received as an employee for a 2025 bonus based on achievement of our 2025 corporate goals as approved by our board of directors, had he continued to be employed by us as President and Chief Executive Officer on the date of payment. (2) Dr. Taylor resigned as President of R&D effective June 6, 2025. As such, Dr. Taylor’s salary was prorated until that date and Dr. Taylor did not receive a 2025 bonus. Dr. Taylor remains a consultant with the Company. (3) Dr. Teel was not an executive officer for 2025. As our Chief Business Officer in 2025, Dr. Teel had a 2025 annualized base salary of $500,763 and an individual bonus target of 45% of his base salary. As such, Dr. Teel received an actual bonus of $243,400 for 2025. Long-term Incentives Our equity awards program is designed to: •reward demonstrated leadership and performance; •align our executive officers’ interests with those of our stockholders; •retain our executive officers at least through the term of the awards; •maintain competitive levels of executive compensation; and •motivate our executive officers for outstanding future performance. The market for qualified and talented executives in the biopharmaceutical industry is highly competitive and we compete for talent with many companies that have greater resources than we do. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package we offer. Our compensation committee approved annual equity incentive awards to our named executive officers for 2025 that were evenly split between Options and RSUs, in order to align our executives’ interests with those of our stockholders and to support both performance and retention objectives. The compensation committee believes this mix appropriately balances several key considerations: Options deliver value only if our stock price appreciates after the grant date and therefore directly tie a significant portion of executive compensation to long‑term stock price performance and stockholder value creation, while RSUs provide a more stable, predictable form of long‑term equity compensation that the compensation committee views as important for retention in a competitive talent market and for maintaining leadership continuity during periods of stock price volatility. The compensation committee also believes that combining Options and RSUs helps avoid over‑emphasizing either upside leverage or guaranteed value, thereby encouraging executives to pursue sustainable, long‑term value creation while appropriately managing risk. In approving this mix, the compensation committee considered market data for our compensation peer group, and input from Aon, and determined that allocating awards equally between Options and RSUs is consistent with competitive market practice and supports our objective of providing a total compensation opportunity that is appropriately positioned relative to peers. The compensation committee will continue to review the equity mix annually and may adjust the balance among Options, RSUs and other equity vehicles in future years to reflect our strategic priorities, stockholder feedback, market practice and the broader business environment. In addition, in May 2025, the compensation committee also approved one-time, non-recurring, special equity awards - Options and/or RSUs - to certain employees, including the named executive officers, other than Dr. Houston and Dr. Taylor, for retentive purposes following investor reaction to our VERITAC-2 Phase 3 top line data read out, and workforce reduction associated therewith. These awards are discussed in greater detail below. We typically make equity award grants to each of our executive officers upon commencement of employment, annually in conjunction with our review of executive compensation, in connection with a promotion, and from time-to-time as a special incentive. All equity awards to our executive officers are approved by our compensation committee and, other than equity awards to new hires, promotions, or other special equity grants, are typically granted by our compensation committee in the first quarter of the year. The size of equity awards varies among our executive officers based on their positions and annual performance assessments. All Options granted to our executive officers have exercise prices equal to the fair market value of our Common Stock on the date of grant, so that the recipient will not realize any value from his or her Options unless our share price increases above the exercise price on the date of grant. Accordingly, this portion of our executive officers’ compensation is at risk and is directly aligned with stockholder value creation. Other than in 2024 when our board of directors approved a special two-year vesting schedule for 2024 annual equity grants and promotional equity grants, annual and promotional equity grants to our executive officers have historically vested over four years, which we believe provides an incentive to our executives to add value over the long-term and to remain with our company. In 2025, the Options we granted to our executives as annual grants have a ten-year term and vest as to 25% of the shares on the first anniversary of their grant date and then in equal monthly installments thereafter until the fourth anniversary of such date, and RSU awards we granted to our executives as annual grants vest as to 25% of the shares on the first four anniversaries of their grant. As noted above, in May 2025, in light of a competitive talent market and to support employee retention following investor reaction to our VERITAC-2 Phase 3 top line data read out, and workforce reduction associated therewith, as well as to support the achievement of anticipated near‑term strategic milestones, including submission of our NDA to the FDA, the PDUFA date for vepdegestrant, and other earlier stage program milestones, our compensation committee approved one‑time, special grants of Options and/or RSUs to certain employees, including our named executive officers, other than Dr. Houston and Dr. Taylor. These special grants are subject to multi‑year vesting and are not intended to be recurring. These equity awards were granted based on criticality of individuals and retentive need. Employees who were granted this special award with a title below Vice President received RSUs only, and employees who were granted this special award with a title of Vice President and above were granted equity as 50% Options and 50% RSUs. The special Option and RSU grants vest over two years, with 50% vesting on each of the first and second anniversaries of the grant date. The compensation committee believed that these one-time, non-recurring, special equity grants with two-year vesting were appropriate given our stage of development, strategic corporate decisions made in 2025, and the importance of the Company’s goals and potential milestones in the coming years. For grants made under our 2018 Plan, vesting of equity granted to employees typically ceases upon termination of employment and Option exercise rights cease three months following termination of employment, except in the case of death or disability. Prior to the exercise of an Option, or settlement of an RSU, the Option or RSU holder, as applicable, does not have any rights as a stockholder with respect to the shares subject to such Option or RSU, as applicable, including voting rights or the right to receive dividends or dividend equivalents.
•Achieve Corporate Objective(s)
The equity previously granted to Dr. Houston in his capacity as an employee will continue to vest pursuant to the terms of the 2018 Plan and the terms of his applicable Option or RSU agreements, for the duration of his service as a consultant and/or a director. The equity previously granted to Dr. Taylor in his capacity as an employee will continue to vest pursuant to the terms of the 2018 Plan and the terms of his applicable Option or RSU agreements, for the duration of his service as a consultant. In connection with the annual review of each executive officer’s individual performance and consistent with our compensation philosophy, based on a long-term incentive value in line with our 30-day stock price and Black Scholes percentage, in February 2025, our compensation committee approved annual equity incentive awards for our named executive officers. The number of Options awarded and RSUs to each named executive officer was based on the 30-day average stock price of our common stock on the Nasdaq Global Select Market as of January 3, 2025, which was of $20.37, and Black Scholes percentage of 65.5% of face value. The exercise price for each of these Options was $17.67, which was equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. The equity incentive awards granted to our named executive officers in 2025 are set forth in the table below.
Annual Grants
| | Stock Options | | RSUs | | | Named Executive Officer | (#) | ($) (2) | (#) | ($) (2) | | John Houston, Ph.D. (1) | 232,000 | 2,671,051 | 152,000 | 2,685,840 | | Andrew Saik (1) | 74,960 | 863,026 | 49,092 | 867,456 | | Noah Berkowitz, M.D., Ph.D. (1) | 84,330 | 970,904 | 55,229 | 975,896 | | Angela Cacace, Ph.D. (1) | 74,960 | 863,026 | 49,092 | 867,456 | | Ian Taylor, Ph.D. (1) | 31,483 | 362,468 | 20,619 | 364,338 |
Special One-Time Retention Grants
| | Stock Options | | RSUs | | | Named Executive Officer | (#) | ($) (2) | (#) | ($) (2) | | Andrew Saik (3) | 91,000 | 418,313 | 59,600 | 393,956 | | Noah Berkowitz, M.D., Ph.D. (3) | 91,000 | 418,313 | 59,600 | 393,956 | | Angela Cacace, Ph.D. (3) | 91,000 | 418,313 | 59,600 | 393,956 |
Special One-Time Retention Grants
(1) Reflects annual equity grants made on February 13, 2025. The Options vest over four years, with 25% of the shares underlying the Option vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter. The RSU awards vest over four years with 25% of the shares underlying the award vesting on each of the first four anniversaries of the grant date. The exercise price for these Options was $17.67 which was equal to the closing price of our Common Stock on The Nasdaq Global Select Market on the date of grant. Dr. Houston resigned as President and Chief Executive Officer effective February 12, 2026. Dr. Taylor resigned as President of R&D effective June 6, 2025. Dr. Taylor remains a consultant with the Company. (2) Reflects the aggregate grant date fair value of Options and RSUs calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation-Stock Compensation. See Note 9 to our audited consolidated financial statements appearing in our 2025 Annual Report for assumptions underlying the valuation of equity awards. (3) Reflects one-time, non-recurring, special equity grants made on May 9, 2025. The Options and RSUs vest over two years with one-half of the shares underlying the awards vesting on each of May 9, 2026 and May 9, 2027. The exercise price for these Options was $6.61 which was equal to the closing price of our Common Stock on The Nasdaq Global Select Market on the date of grant. Other Benefits Other compensation to our executives consists primarily of the broad-based benefits we provide to all full-time employees in the United States, including medical, dental and vision insurance, health spending accounts, short and long-term disability, accidental death and dismemberment, and life insurance, an employee stock purchase plan and a 401(k) plan. Pursuant to our 2018 employee stock purchase plan, or 2018 ESPP, employees, including our named executive officers, have an opportunity to purchase our Common Stock at a discount on a tax-qualified basis through payroll deductions. The 2018 ESPP is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The purpose of the 2018 ESPP is to encourage our employees, including our named executive officers, to become our stockholders and better align their interests with those of our other stockholders. For information regarding our 2018 Plan and 2018 ESPP, see “Stock Incentive Plans.” We make discretionary matching contributions and other employer contributions on behalf of eligible employees under our 401(k) plan. For fiscal year 2025, we matched a portion of eligible employee contributions equal to 100% of the first 4% of eligible contributions pursuant to our 401(k) plan’s matching formula. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites to our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of the executive’s duties, to make the executive more efficient and effective, and for recruitment and retention purposes. None of our named executive officers received perquisites or other personal benefits with an aggregate value of $10,000 or more in 2025. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our compensation committee.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers during the fiscal years ended December 31, 2025, 2024 and 2023 (unless otherwise specified).
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards (1) ($) | Option Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation (3) ($) | Total ($) | | John Houston, Ph.D. | | | | | | | | | Former President and | 2025 | 706,236 | 2,685,840 | 2,671,051 | 457,000(4) | 14,000 | 6,534,127 | | Chief Executive Officer | 2024 | 684,005 | 5,849,150 | 5,773,207 | 426,819 | 13,800 | 12,746,981 | | | 2023 | 657,697 | 2,130,081 | 4,352,454 | 473,600 | 13,200 | 7,627,032 | | Andrew Saik | | | | | | | | | Chief Financial Officer | 2025 | 542,063 | 1,261,412 | 1,281,339 | 263,500 | 14,000 | 3,362,314 | | and Treasurer (5) | 2024 | 272,596 | 1,533,383 | 1,527,571 | 127,600 | 4,846 | 3,465,996 | | Noah Berkowitz, M.D., Ph.D. | | | | | | | | | Chief Medical Officer | 2025 | 552,387 | 1,369,852 | 1,389,217 | 268,500 | 14,000 | 3,593,956 | | (6) | 2024 | 421,827 | 2,703,055 | 2,645,753 | 197,500 | 13,800 | 5,981,935 | | Angela Cacace, Ph.D. | | | | | | | | | Chief Scientific Officer | 2025 | 500,763 | 1,261,412 | 1,281,339 | 243,400 | 14,000 | 3,300,914 | | (7) | 2024 | 464,753 | 1,143,160 | 1,132,996 | 217,600 | 13,800 | 2,972,309 | | Ian Taylor, Ph.D. | | | | | | | | | Former President of | 2025 | 152,567 | 364,338 | 362,468 | — | 24,016 | 903,389 | | Research and | 2024 | 367,937 | 1,844,750 | 1,820,973 | 172,200 | 13,800 | 4,219,660 | | Development (8) | 2023 | 466,856 | 657,326 | 1,343,303 | 252,200 | 13,200 | 2,732,885 |
2025 Summary Compensation Table
(1)Reflects the aggregate grant date fair value of Options and RSUs granted during the years in question calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation-Stock Compensation, or ASC 718. See Note 9 to our audited consolidated financial statements appearing in our 2025 Annual Report for assumptions underlying the valuation of equity awards. All Options were issued at exercise prices equal to the fair market value of our Common Stock on the date of grant. (2)The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent awards to our named executive officers under our annual performance-based cash bonus program. See “—Annual Cash Bonuses” for a description of this program. Annual performance-based bonus compensation for 2025 was earned in 2025 and paid in 2026. Annual performance-based bonus compensation for 2024 was earned in 2024 and paid in 2025. Annual performance-based bonus compensation for 2023 was earned in 2023 and paid in 2024. (3)For each named executive officer, reflects matching contributions paid under the terms of our 401(k) plan. For Dr. Taylor also reflects $11,025 in consulting payments pursuant to his consulting agreement in 2025. (4)Reflects a $457,000 lump sum payment received by Dr. Houston under a consulting agreement, the terms of which are described under “Other Agreements,” entered into effective February 12, 2026, in connection with Dr. Houston’s resignation as President and Chief Executive Officer. $457,000 is equivalent to the amount that Dr. Houston would have received as an employee for a 2025 bonus based on achievement of the Company’s 2025 corporate goals as approved by the Board, had he continued to be employed by the Company as President and Chief Executive Officer on the date of payment. (5)Mr. Saik was appointed as our Chief Financial Officer, Treasurer and principal financial officer effective June 24, 2024. (6)Dr. Berkowitz was appointed as our Chief Medical Officer effective March 18, 2024. (7)Dr. Cacace was appointed as our Chief Scientific Officer effective June 17, 2024.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding non-equity and equity awards granted to each of our named executive officers during the year ended December 31, 2025. All non-equity incentive plan awards were made pursuant to our annual cash incentive plan described in more detail above. We granted Options and RSUs to each named executive officer in 2025 in recognition of performance in 2024. We also granted additional Options and RSUs to Andrew Saik, Noah Berkowitz, M.D., Ph.D., and Angela Cacace, Ph.D., as special one-time, non-recurring, retention grants. All such equity awards were granted under our 2018 Plan. All Options granted in 2025 consisted of options to purchase shares of our common stock with an exercise price equal to the fair market value of our common stock on the date of grant. The vesting schedule of each Option and RSU included in the following table is described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table.
Grants of Plan-Based Awards
| Name | Grant Date | Compensation Committee or Board of Directors Approval Date (1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target (2) ($) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards (3) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | John Houston, Ph.D. (7) | 2/13/2025 | 2/13/2025 | — | — | — | 152,000(4) | 232,000(5) | 17.67 | 5,356,891 | | | | | — | 423,742 | 741,548 | — | — | — | — | | Andrew Saik | 2/13/2025 | 2/13/2025 | — | — | — | 49,092(4) | 74,960(5) | 17.67 | 1,730,481 | | | 5/9/2025 | 5/7/2025 | — | — | — | 59,600(6) | 91,000(6) | 6.61 | 812,269 | | | | | — | 243,928 | 426,875 | — | — | — | — | | Noah Berkowitz, M.D., Ph.D. | 2/13/2025 | 2/13/2025 | — | — | — | 55,229(4) | 84,330(5) | 17.67 | 1,946,800 | | | 5/9/2025 | 5/7/2025 | — | — | — | 59,600(6) | 91,000(6) | 6.61 | 812,269 | | | | | — | 248,574 | 435,005 | — | — | — | — | | Angela Cacace, Ph.D. | 2/13/2025 | 2/13/2025 | — | — | — | 49,092(4) | 74,960(5) | 17.67 | 1,730,481 | | | 5/9/2025 | 5/7/2025 | — | — | — | 59,600(6) | 91,000(6) | 6.61 | 812,269 | | | | | — | 225,343 | 394,351 | — | — | — | — | | Ian Taylor, Ph.D. (8) | 2/13/2025 | 2/13/2025 | — | — | — | 20,619 | 31,483(5) | 17.67 | 726,806 | | | | | — | 116,156 | 394,351 | — | — | — | — |
Grants of Plan-Based Awards
(1)Our compensation committee approves the compensation of our non-Chief Executive Officer executive officers and our board of directors approves the compensation of our Chief Executive Officer. (2)These amounts relate to our annual cash incentive plan. The amounts shown in this column represent the 2026 target payout amount for 2025 corporate goal achievement based on the target percentage applied to each named executive officer’s base salary as of December 31, 2025, assuming 100% corporate goal achievement. While our board of directors has additional discretion in limited circumstances, the maximum amount of goal achievement is 175%. There is no threshold for goal achievement. As described in more detail above, in 2025, each of our named executive officers, other than Dr. Houston, had an individual bonus target of 45% of his or her base salary, as applicable, which was tied solely to the achievement of our corporate goals for 2025. Dr. Houston had an individual bonus target of 60% of his base salary, which was likewise tied solely to the achievement of our corporate goals for 2025. Actual amounts paid to each named executive officer under our annual cash incentive plan are included in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table above. (3)Reflects the grant date fair value of time-based Options and RSUs on the date of grant calculated in accordance with ASC 718. For a discussion of the assumptions used in the valuation of the time-based Options and RSU awards granted to our named executive officers in 2025, see footnote 1 to the 2025 Summary Compensation Table above. (4)Represents an annual grant of RSUs to the named executive officer. The RSU awards will vest over four years: 25% of the shares underlying the award shall vest on the first anniversary of the grant date, with the remainder of the shares vesting in three equal annual installments thereafter. (5)Represents an annual grant of Options to the named executive officer. The shares underlying the Option will vest over four years: 25% of the shares underlying the award will vest on the first anniversary of the grant date, with the remainder of the shares vesting in 36 equal monthly installments thereafter. (6)Represents special one-time, non-recurring, retention grants of RSUs and Options. The RSU awards and the shares underlying the Option will vest over two years: one-half shall vest on the first anniversary of the grant date, with the remainder of the shares vesting on the second anniversary of the grant date. (7)Dr. Houston resigned as President and Chief Executive Officer effective February 12, 2026. Dr. Houston remains a consultant and director with the Company. (8)Dr. Taylor resigned as President of R&D effective June 6, 2025. Dr. Taylor remains a consultant with the Company.
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth information regarding outstanding equity awards held by our named executive officers at December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares That Have Not Vested (#) | Market Value of Shares That Have Not Vested (1) ($) | | John Houston, Ph.D. | 267,432 | — | 16.00 | 9/25/2028 | | | | (17) | 254,597 | — | 19.36 | 2/28/2029 | | | | | 235,000 | — | 47.38 | 2/26/2030 | | | | | 219,500 | — | 78.30 | 2/25/2031 | | | | | 192,145 | 8,355(2) | 64.19 | 2/22/2032 | | | | | 131,927 | 54,323(3) | 34.37 | 2/21/2033 | | | | | 92,100 | 92,100(4) | 47.00 | 2/22/2034 | | | | | — | 232,000(5) | 17.67 | 2/12/2035 | | | | | | | | | 30,987(10) | 367,506 | | | | | | | 62,225(11) | 737,989 | | | | | | | 152,000(12) | 1,802,720 | | Andrew Saik | 37,408 | 57,010(6) | 24.97 | 6/23/2034 | | | | | — | 74,960(5) | 17.67 | 2/12/2035 | | | | | — | 91,000(7) | 6.61 | 5/8/2035 | | | | | | | | | 46,057(13) | 546,236 | | | | | | | 49,092(12) | 582,231 | | | | | | | 59,600(14) | 706,856 | | Noah Berkowitz, M.D., Ph.D. | 41,072 | 52,807(8) | 42.60 | 3/17/2034 | | | | | — | 84,330(5) | 17.67 | 2/12/2035 | | | | | — | 91,000(7) | 6.61 | 5/8/2035 | | | | | | | | | 47,589(15) | 564,406 | | | | | | | 55,229(12) | 655,016 | | | | | | | 59,600(14) | 706,856 | | Angela Cacace, Ph.D. | 33,654 | — | 16.00 | 9/25/2028 | | | | | 20,470 | — | 19.36 | 2/28/2029 | | | | | 26,667 | — | 47.38 | 2/26/2030 | | | | | 37,000 | — | 78.30 | 2/25/2031 | | | | | 50,216 | 2,184(2) | 64.19 | 2/22/2032 | | | | | 27,164 | 11,186(3) | 34.37 | 2/21/2033 | | | | | 11,713 | 11,712(4) | 47.00 | 2/22/2034 | | |
Outstanding Equity Awards at 2025 Fiscal Year End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares That Have Not Vested (#) | Market Value of Shares That Have Not Vested (1) ($) | | | 12,316 | 12,316(9) | 24.94 | 6/16/2034 | | | | | — | 74,960(5) | 17.67 | 2/12/2035 | | | | | — | 91,000(7) | 6.61 | 5/8/2035 | | | | | | | | | 6,387(10) | 75,750 | | | | | | | 7,917(11) | 93,896 | | | | | | | 7,997(16) | 94,844 | | | | | | | 49,092(12) | 582,231 | | | | | | | 59,600(14) | 706,856 | | Ian Taylor, Ph.D. (18) | 12,584 | — | 16.00 | 9/25/2028 | | | | | 37,633 | — | 19.36 | 2/28/2029 | | | | | 75,000 | — | 47.38 | 2/26/2030 | | | | | 68,000 | — | 78.30 | 2/25/2031 | | | | | 64,208 | 2,792(2) | 64.19 | 2/22/2032 | | | | | 40,693 | 16,757(3) | 34.37 | 2/21/2033 | | | | | 29,050 | 29,050(4) | 47.00 | 2/22/2034 | | | | | — | 31,483(5) | 17.67 | 2/12/2035 | | | | | | | | | 9,562(10) | 113,405 | | | | | | | 19,625(11) | 232,753 | | | | | | | 20,619(12) | 244,541 |
Outstanding Equity Awards at 2025 Fiscal Year End
(1)Amounts shown are based on a price of $11.86 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. (2)25% of the shares underlying this Option vested on February 23, 2023 and the remainder vested in equal monthly increments until February 23, 2026. (3)25% of the shares underlying this Option vested on February 22, 2024 and the remainder vest in equal monthly increments until February 22, 2027. (4)50% of the shares underlying this Option vested on February 23, 2025 and the remainder vested on February 23, 2026. (5)25% of the shares underlying this Option vested on February 13, 2026 and the remainder vest in equal monthly increments until February 13, 2029. (6)25% of the shares underlying this Option vested on June 24, 2025 and the remainder vest in equal monthly increments until June 24, 2028. (7)50% of the shares underlying this Option vest on May 9, 2026 and the remainder vest on May 9, 2027. (8)25% of the shares underlying this Option vested on March 18, 2025 and the remainder vest in equal monthly increments until March 18, 2028. (9)50% of the shares underlying this Option vested on June 17, 2025 and the remainder vest on June 17, 2026. (10)25% of the shares underlying this RSU vested on February 22, 2024 and the remainder vest in equal annual increments until February 22, 2027. (11)50% of the shares underlying this RSU vested on February 23, 2025 and the remainder vested on February 23, 2026. (12)25% of the shares underlying this RSU vested on February 13, 2026 and the remainder vest in equal annual increments until February 13, 2029. (13)25% of the shares underlying this RSU vested on June 24, 2025 and the remainder vest in equal annual increments until June 24, 2028. (14)50% of the shares underlying this RSU vest on May 9, 2026 and the remainder vest on May 9, 2027. (15)25% of the shares underlying this RSU vested on March 18, 2025 and the remainder vest in equal annual increments until March 18, 2028. (16)50% of the shares underlying this RSU vested on June 17, 2025 and the remainder vest on June 17, 2026. (17)Dr. Houston resigned as President and Chief Executive Officer effective February 12, 2026. Dr. Houston remains a consultant and director with the Company.
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth certain information regarding the exercise of options to purchase our common stock and the vesting of RSUs that were held by our named executive officers during the year ended December 31, 2025.
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | | John Houston, Ph.D. (2) | — | — | 77,719 | 1,381,067 | | Andrew Saik | — | — | 15,352 | 113,605 | | Noah Berkowitz, M.D., Ph.D. | — | — | 15,863 | 138,008 | | Angela Cacace, Ph.D. | — | — | 19,110 | 256,406 | | Ian Taylor, Ph.D. (3) | — | — | 24,407 | 433,712 |
Option Exercises and Stock Vested Table
(1)The value realized when the stock awards vested represents the number of shares underlying the RSUs vested multiplied by market value of the shares on the vesting date. (2)Dr. Houston resigned as President and Chief Executive Officer effective February 12, 2026. Dr. Houston remains a consultant and director with the Company. (3)Dr. Taylor resigned as President of R&D effective June 6, 2025. Dr. Taylor remains a consultant with the Company.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The employee arrangements and the employment of each of our current named executive officers may be (or could have been, in the case of Dr. Houston and Dr. Taylor) terminated as follows: (1) upon the death or “disability” (as disability is defined in the applicable employment arrangement) of such named executive officer; (2) at our election, with or without “cause” (as cause is defined in the applicable employment arrangement); and (3) at such named executive officer’s election, with or without “good reason” (as good reason is defined in the applicable employment arrangement). In the event of the termination of any of Dr. Berkowitz’s, Dr. Cacace’s or Mr. Saik’s employment by us without cause, or by any of Dr. Berkowitz, Dr. Cacace, or Mr. Saik, as applicable, for good reason prior to, or more than twelve months following, a “change in control” (as change in control is defined in his or her employment agreement), such individual is entitled to the accrued obligations. In addition, subject to his or her execution and non-revocation of a release of claims in our favor and his or her continued compliance with his or her proprietary rights, non-disclosure, developments, non-competition and non-solicitation agreement and any similar agreement with us, each of Dr. Berkowitz, Dr. Cacace, and Mr. Saik, as applicable, is entitled to (1) continued payment of his or her base salary, in accordance with our regular payroll procedures, for a period of nine months and (2) provided he or she is eligible for and timely elects to continue receiving group medical insurance under COBRA and the payments would not result in the violation of nondiscrimination requirements of applicable law, payment by us of the portion of health coverage premiums we pay for similarly-situated, active employees who receive the same type of coverage, for a period of up to nine months following his or her date of termination. In the event of the termination of any of Dr. Berkowitz’s, Dr. Cacace’s, or Mr. Saik’s employment by us without cause, or by any of Dr. Berkowitz, Dr. Cacace, or Mr. Saik, as applicable, for good reason within twelve months following a change in control, each of Dr. Berkowitz, Dr. Cacace, or Mr. Saik, as applicable, is entitled to the accrued obligations. In addition, subject to his or her execution and non-revocation of a release of claims in our favor and his or her continued compliance with his proprietary rights, non-disclosure, developments, non-competition and non-solicitation agreement and any similar agreement with us, each of Dr. Berkowitz, Dr. Cacace, or Mr. Saik, as applicable, is entitled to (1) continued payment of his or her base salary, in accordance with our regular payroll procedures, for a period of 12 months, (2) provided he or she is eligible for and timely elects to continue receiving group medical insurance under COBRA and the payments would not result in the violation of nondiscrimination requirements of applicable law, payment by us of the portion of health coverage premiums we pay for similarly-situated, active employees who receive the same type of coverage, for a period of up to 12 months following his or her date of termination, (3) a lump sum payment equal to 100% of his or her target bonus for the year in which his or her employment is terminated or, if higher, his or her target bonus immediately prior to the change in control, and (4) full vesting acceleration of his or her then-unvested equity awards, such that his or her equity awards become fully exercisable and non-forfeitable as of the termination date. If any of Dr. Berkowitz’s, Dr. Cacace’s, or Mr. Saik’s, as applicable, employment is terminated for any other reason, including as a result of his or her death or disability, for cause, or voluntarily by him or her without good reason, our obligations under the employment agreement cease immediately, and he or she is only entitled to the accrued obligations. In connection with his appointment as President and Chief Executive Officer in February 2026, we entered into an amended and restated employment agreement with Dr. Teel. Prior to his resignation as President and Chief Executive Officer on February 12, 2026, we had an employment agreement with Dr. Houston. The terms described below for Dr. Houston reflect payments Dr. Houston would have been entitled to under his employment agreement prior to his resignation. Pursuant to Dr. Teel’s amended employment agreement (and Dr. Houston’s employment agreement prior to his resignation effective February 12, 2026), in the event of the termination of Dr. Teel’s (or Dr. Houston’s) employment by us without cause, or by him for good reason, prior to or more than twelve months following a “change in control”, Dr. Teel is (and Dr. Houston was) entitled to his base salary that has accrued and to which he is entitled as of the termination date and accrued but unused paid time off through and including the termination date and other accrued benefits, which we refer to collectively as, the accrued obligations. In addition, subject to his execution and non-revocation of a release of claims in our favor and his continued compliance with his proprietary rights, non-disclosure, developments, non-competition and non-solicitation agreement and any similar agreement with us, Dr. Teel is (and Dr. Houston was) entitled to (1) continued payment of his base salary, in accordance with our regular payroll procedures, for a period of 12 months and (2) provided he is eligible for and timely elects to continue receiving group medical insurance under COBRA and the payments would not result in the violation of nondiscrimination requirements of applicable law, payment by us of the portion of health coverage premiums we pay for similarly-situated, active employees who receive the same type of coverage, for a period of up to 12 months following his date of termination. In the event of the termination of Dr. Teel’s (or Dr. Houston’s) employment by us without cause, or by him for good reason within twelve months following a change in control, Dr. Teel is (and Dr. Houston was) entitled to the accrued obligations. In addition, subject to his execution and non-revocation of a release of claims in our favor and his continued compliance with his proprietary rights, non-disclosure, developments, non-competition and non-solicitation agreement and any similar agreement with us, Dr. Teel is (and Dr. Houston was) entitled to (1) continued payment of his base salary, in accordance with our regular payroll procedures, for a period of 18 months, (2) provided he is eligible for and timely elects to continue receiving group medical insurance under COBRA and the payments would not result in the violation of nondiscrimination requirements of applicable law, payment by us of the portion of health coverage premiums we pay for similarly-situated, active employees who receive the same type of coverage, for a period of up to 18 months following his date of termination, (3) a lump sum payment equal to 150% of his target bonus for the year in which his employment is terminated or, if higher, his target bonus immediately prior to the change in control and (4) full vesting acceleration of his then-unvested equity awards, such that his equity awards become fully exercisable and non-forfeitable as of the termination date. If Dr. Teel’s employment is (or Dr. Houston’s employment was) terminated for any other reason, including as a result of his death or disability, for cause, or voluntarily by Dr. Teel (or Dr. Houston) without good reason, our obligations under the employment agreement cease immediately, and Dr. Teel is (and Dr. Houston was) only entitled to the accrued obligations.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The following table presents our estimate of the amount of severance benefits to which each of our named executive officers would have been entitled if a termination occurred on December 31, 2025 under the circumstances set forth in the column headings. Dr. Houston served as President and Chief Executive Officer until February 12, 2026; therefore, the potential payments in the table below are hypothetical only. Since Dr. Houston resigned from these positions voluntarily, he was entitled to the accrued obligations under his employment agreement and he did not receive any severance payments or acceleration of equity vesting pursuant to the terms of his employment agreement. Dr. Houston did receive and is entitled to receive certain payments pursuant to a consulting agreement with us as further described above under “Other Agreements.” Dr. Taylor ceased to be an executive officer on June 6, 2025 and did not receive payments in connection with his resignation, and therefore is not included in the table below. Dr. Taylor did receive and is entitled to receive certain payments pursuant to a consulting agreement with us as further described above under “Other Agreements.” Dr. Teel was not an executive officer during 2025. Therefore, Dr. Teel is not included in the table below.
Potential Payments Upon Termination or Change of Control
| Name | Executive Payments and Benefits upon Termination (1) | Termination by the Company without Cause or by Executive for Good Reason (No Change in Control) $ | Termination by the Company without Cause or by Executive for Good Reason (Change in Control) $ | | John Houston, Ph.D. (6) | Cash Severance (2) | 706,236 | 1,059,354 | | | Non-Equity Incentive Plan Compensation (3) | — | 635,612 | | | Equity (4) | | | | | Options | — | — | | | RSUs | — | 2,908,214 | | | Other Benefits (5) | 24,690 | 37,034 | | | Total | 730,926 | 4,640,214 | | Andrew Saik | Cash Severance (2) | 406,547 | 542,063 | | | Non-Equity Incentive Plan Compensation (3) | — | 243,928 | | | Equity (4) | | | | | Options | — | 477,750 | | | RSUs | — | 1,835,323 | | | Other Benefits (5) | 26,398 | 35,197 | | | Total | 432,945 | 3,134,261 | | Noah Berkowitz, MD., Ph.D. | Cash Severance (2) | 414,290 | 552,387 | | | Non-Equity Incentive Plan Compensation (3) | — | 248,574 | | | Equity (4) | | | | | Options | — | 477,750 | | | RSUs | — | 1,926,277 | | | Other Benefits (5) | — | — | | | Total | 414,290 | 3,204,988 | | Angela Cacace, Ph.D. | Cash Severance (2) | 375,572 | 500,763 | | | Non-Equity Incentive Plan Compensation (3) | — | 225,343 | | | Equity (4) | | | | | Options | — | 477,750 | | | RSUs | — | 1,553,577 | | | Other Benefits (5) | — | — | | | Total | 375,572 | 2,757,433 |
Potential Payments Upon Termination or Change of Control
(1)Represents amounts payable under the terms of the employment agreements with our executive officers. All amounts listed in the table are in addition to any amounts earned or accrued but unpaid as of the date of termination. (2)Represents 12 months of base salary continuation under no change in control and 18 months of base salary continuation under a change in control for Dr. Houston. Represents nine months of base salary continuation under no change in control and 12 months of base salary continuation under a change in control for Mr. Saik, Dr. Berkowitz and Dr. Cacace. (3)Non-equity incentive plan compensation payment amount assumes no bonus amounts for 2025 have been paid to the executive as of December 31, 2025, and that all 2024 bonus amounts have been paid as of such date, in each case, as would be consistent with the company’s historical practice. Represents an amount equal to 150% of Dr. Houston’s annual target bonus for 2025. Represents an amount equal to 100% of the annual target bonus for 2025 for Mr. Saik, Dr. Berkowitz and Dr. Cacace. (4)With respect to Options, reflects the in-the-money value of the unvested portion of such named executive officer’s options. The value is calculated by multiplying the amount (if any) by which $11.86, the closing price of our common stock on The Nasdaq Global Select Market on December 31, 2025, exceeds the exercise price of the Option by the number of shares subject to the accelerated portion of the Option. With respect to RSUs and restricted stock, the value is calculated by multiplying the number of unvested RSUs and restricted stock with vesting provisions based solely on time by $11.86, the closing price of our common stock on The Nasdaq Global Select Market on December 31, 2025. (5)Represents 12 months and 18 months of reimbursement of a portion of Dr. Houston’s and dependents’ health and dental COBRA premiums to the same extent as if the executive remained employed for no change in control and change in control respectively. Represents nine months and 12 months of reimbursement of a portion of Mr. Saik’s and dependents’ health and dental COBRA premiums to the same extent as if the executive remained employed for no change in control and change in control respectively. Dr. Berkowitz and Dr. Cacace do not participate in our health and dental plans and therefore are not currently entitled to any COBRA premiums. (6)As noted above, Dr. Houston resigned as President and Chief Executive Officer effective February 12, 2026.
Pay Ratio
Pay Ratio As required by the Dodd-Frank Act and SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of John Houston, our President and Chief Executive Officer throughout 2025, who resigned effective February 12, 2026. For 2025, we estimate the pay ratio of the annual total compensation of our President and Chief Executive Officer ($6,534,127 as reported in the 2025 Summary Compensation Table above) to the annual total compensation of our median employee ($327,724) to be approximately 20 to 1. We believe this ratio represents a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified our median employee by examining our total employee population on October 15, 2025, of approximately 250 full-time employees, excluding our President and Chief Executive Officer. We did not have any part-time or temporary employees on October 15, 2025. We then used base salary, incentive compensation (including annual cash bonuses and long-term incentives) and other incentive payments, as applicable, to determine the annual total compensation of our median employee. We did not make any cost-of-living or other adjustments. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the U.S. Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer, or PEO, and non-PEO named executive officers, or Non-PEO NEOs, and our Company performance for the fiscal years listed below. We did not use any financial performance measures to link Compensation Actually Paid to our performance in 2025. Therefore, this disclosure presents neither a Tabular List of most important financial performance measures nor a Company-Selected Measure. Further, The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO.¹ ($) | Compensation Actually Paid to PEO.¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs¹ ($) | Average Compensation Actually Paid to Non-PEO NEOs¹˒²˒³ ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | 2025 | 6,534,127 | 2,578,444 | 2,790,143 | 1,909,340 | 13.96 | 124.75 | (81) | | 2024 | 12,746,981 | 3,228,269 | 3,420,357 | 1,277,260 | 22.57 | 93.49 | (199) | | 2023 | 7,627,032 | 5,982,932 | 2,733,034 | 2,167,245 | 48.46 | 94.03 | (367) | | 2022 | 9,545,846 | (6,680,330) | 3,521,254 | (1,686,145) | 40.28 | 89.90 | (283) | | 2021 | 12,601,014 | 9,298,565 | 4,261,285 | 3,296,740 | 96.71 | 100.02 | (191) |
Pay Versus Performance Disclosure
(1)John Houston, Ph.D. was our PEO for each year presented. Dr. Houston resigned as PEO effective February 12, 2026. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay Versus Performance Disclosure
| 2021 - 2023 | 2024 | 2025 | | Sean Cassidy | Andrew Saik | Andrew Saik | | Ronald Peck | Sean Cassidy | Noah Berkowitz, M.D., Ph.D. | | Ian Taylor, Ph.D. | Randy Teel, Ph.D. | Angela Cacace, Ph.D. | | | Noah Berkowitz, M.D., Ph.D. | Ian Taylor, Ph.D. | | | Angela Cacace, Ph.D. | | | | Ian Taylor, Ph.D. | |
Pay Versus Performance Disclosure
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive officers during the applicable year. These amounts reflect the Summary Compensation Table Total with certain adjustments made in accordance with Item 402(v) and as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards columns are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 6,534,127 | (5,356,891) | 1,401,208 | 2,578,444 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,790,143 | (2,142,844) | 1,262,041 | 1,909,340 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in any Prior Year for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 3,577,248 | (1,437,614) | — | (738,426) | — | 1,401,208 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in any Prior Year for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,137,269 | (508,376) | — | (366,852) | — | 1,262,041 |
Pay Versus Performance Disclosure
(4)The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years for the Company and the Nasdaq Biotechnology Index TSR over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.
Director Compensation
Director Compensation We do not pay any compensation to our President and Chief Executive Officer in connection with his service on our board of directors. Therefore, we did not pay any compensation to Dr. Houston in 2025 in connection with his service on our board of directors, and we do not currently pay or plan to pay Dr. Teel compensation in connection with his service on our board of directors. The compensation that we paid in 2025 to our then-President and Chief Executive Officer is discussed earlier in this “Executive and Director Compensation” section. Under our director compensation program, 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. The chair of the board and of each committee receive higher retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our board of directors or any committee thereof. Our approved fees for the non-employee members and the chair of the board of directors, as well as any lead independent director appear in the table below. These fees were originally approved in May 2024 and affirmed in June 2025 based on a review of the cash and equity compensation paid to our board of directors versus directors of our peer companies, and with assistance of Aon, our compensation consultant.
Director Compensation
| | Non-Employee Member Annual Fee ($) | Non-Employee Chair Incremental Annual Fee ($) | Lead Independent Director ($) | | Board of Directors | 45,000 | 40,000 | 30,000 | | Audit Committee | 10,000 | 10,000 | — | | Compensation Committee | 7,500 | 7,500 | — | | Nominating and Corporate Governance Committee | 5,000 | 5,000 | — | | Science and Technology Committee | 7,500 | 7,500 | — |
Director Compensation
We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending our board of director and committee meetings. In addition, under our director compensation program, as reviewed and amended in June 2025, each non-employee director receives under the 2018 Plan, upon his or her initial election to our board of directors, equity having an aggregate grant date fair value of $470,000 as calculated by the company in accordance with ASC 718, with one-half of the value of such award being issued as an option to purchase common stock, or the Initial Option Grant, and one-half of the value of such award being issued in RSUs, or the Initial RSU Grant, subject to the maximum annual compensation limits set forth in the program and such other limits as may be set forth in the 2018 Plan. Subject to the non-employee director’s continued service as a director, (a) the Initial Option Grant will vest with respect to 1/36th of the shares of common stock subject thereto at the end of each successive one-month period following the grant date until the third anniversary of the grant date and (b) the Initial RSU Grant will vest annually over three years until the third anniversary of the grant date, and in the event of a change in control of the Company, the vesting schedule of the Initial Option Grant and the Initial RSU Grant will accelerate in full. The exercise price of the Initial Option Grant will be equal to the fair market value of the common stock on the date of grant, which shall be the closing trading price. Further, on the date of each of our annual meetings of stockholders, each non-employee director who has served on our board of directors for at least six months receives, under the 2018 Plan, equity having an aggregate grant date fair value of $250,000 as calculated by the company in accordance with ASC 718, with one-half of the value of such award being issued as an option to purchase common stock, or the Annual Option Grant, and one-half of the value of such award being issued in RSUs, or the Annual RSU Grant, subject to the maximum annual compensation limits set forth in the program and such other limits as may be set forth in the 2018 Plan. Each of the Annual Option Grant and Annual RSU Grant will vest in full on the earlier of the first anniversary of the grant date or the first board of directors meeting held after the following annual meeting of stockholders, subject to the non-employee director’s continued service as a director. All options issued to our non-employee directors under our director compensation program are issued at exercise prices equal to the fair market value of our common stock on the date of grant. The following table sets forth information regarding compensation earned by our non-employee directors during the year ended December 31, 2025. There were no outstanding equity awards held by our non-employee directors as of December 31, 2025 other than as described in footnote 1 to the following table.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Option Awards (1) ($) | Total ($) | | Sunil Agarwal, M.D. | 65,000 | 124,995 | 124,970 | 314,965 | | Linda Bain | 65,000 | 124,995 | 124,970 | 314,965 | | Everett Cunningham | 62,500 | 124,995 | 124,970 | 312,465 | | Edward Kennedy, Jr. | 55,000 | 124,995 | 124,970 | 304,965 | | Briggs Morrison, M.D. | 87,500 | 124,995 | 124,970 | 337,465 | | Leslie V. Norwalk, Esq. | 62,500 | 124,995 | 124,970 | 312,465 | | Laurie Smaldone Alsup, M.D. | 60,000 | 124,995 | 124,970 | 309,965 | | John Young (2) | 30,000 | 124,995 | 124,970 | 279,965 |
Director Compensation
(1)Reflects the aggregate grant date fair value of RSUs and Options granted during the year in question calculated in accordance with the provisions of ASC 718. See Note 9 to our audited consolidated financial statements appearing in our 2025 Annual Report for assumptions underlying the valuation of equity awards. The following non-employee directors held the following number of unvested RSUs and vested and unvested option awards as of December 31, 2025:
Director Compensation
| Name | RSUs | Option Awards | | Sunil Agarwal, M.D. | 18,773 | 57,123 | | Linda Bain | 16,025 | 86,665 | | Everett Cunningham | 16,025 | 75,057 | | Edward Kennedy, Jr. | 16,025 | 120,458 | | Briggs Morrison, M.D. | 16,025 | 95,042 | | Leslie V. Norwalk, Esq. | 16,025 | 100,511 | | Laurie Smaldone Alsup, M.D. | 16,025 | 100,511 |
Director Compensation
(2)Mr. Young served as a director until June 30, 2025. As such, Mr. Young’s RSU and Option Awards granted during 2025 will not vest. As of December 31, 2025, Mr. Young did not hold any unvested RSUs or vested or unvested Options. PROPOSAL NO. 3—RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 Our stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The audit committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholder approval is not required to appoint Deloitte & Touche LLP as our independent registered public accounting firm. However, our board of directors believes that submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Deloitte & Touche LLP. If the selection of Deloitte & Touche LLP is ratified, the audit committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of our company and our stockholders. A representative of Deloitte & Touche LLP is expected to virtually attend the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders. We incurred the following fees from Deloitte & Touche LLP for the audit of the consolidated financial statements and for other services provided during the years ended December 31, 2025 and 2024.
Director Compensation
| | 2025 | 2024 | | Audit fees (1) | $1,073,465 | $1,117,400 | | Audit-related fees (2) | — | — | | Tax Fees (3) | — | — | | All other fees (4) | 1,895 | 1,895 | | Total fees | $1,075,360 | $1,119,295 |
Director Compensation
(1)Audit fees consist of fees billed for professional services by Deloitte & Touche LLP for audit and quarterly review of our consolidated financial statements and related services that are normally provided in connection with statutory and regulatory filings or engagements, including registration statements. (2)Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of audits or reviews of our financial statements and were not reported above under “Audit fees”. There were no audit-related fees in fiscal years 2025 and 2024. (3)Tax fees consist of fees for tax compliance, tax advice and tax planning. There were no tax fees billed for professional services by Deloitte & Touche LLP in fiscal years 2025 and 2024. (4)All other fees consist of user access fees to Deloitte Accounting Research Tool. The aggregate fees included in the audit fees and tax fees are those fees billed for the fiscal year.