DEF 14A of Contineum Therapeutics, Inc., Apr 30, 2026

DEF 14A of Contineum Therapeutics, Inc.

Filed Apr 30, 2026 · FY20250001628280-26-028881

Open on EDGAR

  1. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS Our directors and executive officers, and certain information about each of them as of March 14, 2026 are set forth below.

  2. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position(s) with Contineum | | Executive Officers: | | | | Carmine N. Stengone | 50 | President, Chief Executive Officer and Director | | Peter T. Slover | 51 | Chief Financial Officer | | Daniel S. Lorrain, Ph.D. | 57 | Chief Scientific Officer | | Timothy R. Watkins, M.D., MSc. | 52 | Chief Medical Officer and Head of Development | | John S. Healy | 54 | General Counsel and Corporate Secretary | | Non-Employee Directors: | | | | Evert Schimmelpennink | 54 | Chair of the Board of Directors | | Sarah Boyce | 54 | Director | | Todd Brady | 47 | Director | | Troy Ignelzi | 58 | Director | | Lori M. Lyons-Williams | 49 | Director | | Olivia Ware | 69 | Director | | Diego Miralles, M.D. | 63 | Director |

  3. Non-Employee Directors

    Non-Employee Directors Evert Schimmelpennink. Mr. Schimmelpennink has served as a member of our Board of Directors since January 2022 and as the chair of our Board of Directors since March 2024. Mr. Schimmelpennink has served as the President and Chief Executive Officer and as a member of the board of directors of LENZ Therapeutics since March 2021. Previously, from August 2017 to October 2020, Mr. Schimmelpennink served as President and Chief Executive Officer and a member of the board of directors of publicly listed Pfenex, Inc., a biopharmaceutical company, until its acquisition by Ligand Pharmaceuticals Inc. in late 2020. From November 2019 until its sale, Mr. Schimmelpennink also served as the acting Principal Financial Officer and Principal Accounting Officer of Pfenex, Inc. From October 2015 to August 2017, Mr. Schimmelpennink served as Chief Executive Officer of Alvotech, a biopharmaceutical company. Prior to that, Mr. Schimmelpennink held senior positions at Pfizer Inc. and Hospira, Inc. within their global specialty injectables businesses, as well as Synthon BV. Mr. Schimmelpennink currently serves on the board of directors of iBio, Inc. Mr. Schimmelpennink holds a M.Sc. in Bioprocess Engineering from the University of Wageningen in the Netherlands and a business degree from the Arnhem Business School. We believe that Mr. Schimmelpennink is qualified to serve on our Board of Directors due to his experience in executive and leadership positions at other biotechnology companies. Sarah Boyce. Ms. Boyce has served as a member of our Board of Directors since June 2024. Ms. Boyce served as President and CEO of Avidity Biosciences, Inc. from October 2019 until its acquisition in February 2026. Ms. Boyce was previously the President of Akcea Therapeutics and a member of its board of directors from April 2018 through September 2019 in connection with Akcea's Inotersen Transaction. Prior to joining Akcea, Ms. Boyce was Chief Business Officer of Ionis from January 2015 to April 2018. Prior to joining Ionis, Ms. Boyce was Vice President, Head of International Business Strategy and Operations at Forest Laboratories, Inc. from 2012 to 2014. She was Vice President, Global Head Nephrology Therapeutics Area of Alexion Pharmaceuticals from 2010 to 2011. She held various positions at Novartis Group AG, including Vice President, Global Program Head, Pediatric and Specialty from 2000 to 2010. Prior to that, Ms. Boyce held positions at Bayer Pharmaceuticals and Roche and previously served on the board of directors of Berkley Lights, Inc. and OmniAB, Inc. Ms. Boyce currently serves as chair of the board of Atrium Therapeutics, Inc., since December 2025 and as a member of the board of directors of Abcuro, Inc. since 2024. Ms. Boyce earned her Bachelor of Science from the University of Manchester in 1993. We believe that Ms. Boyce is qualified to serve on our Board of Directors due to her extensive business and management experience in the biotechnology industry. Todd Brady. Mr. Brady has served as a member of our Board of Directors since November 2019. He currently serves as the Chief Executive Officer of Vero Biotech Inc. since September 2025. Mr. Brady has served as the Director of Investments at Brace Pharma Capital since 2014. Navitor Pharmaceuticals since July 2021, and as board observer for HotSpot Therapeutics since May 2020 and Antiva BioSciences since July 2021. He previously served as a board member of Avidity Biosciences from May 2017 to January 2021, Cocrystal Pharma Inc. from February 2019 to March 2020, and as a board observer for Precision Biosciences from June 2018 to March 2019, and Miragen Therapeutics from October 2015 to February 2017. Mr. Brady has an extensive and diverse background in capital markets, working in equity research, asset management, private equity and corporate banking over the duration of his career. Mr. Brady received a Master of Business Administration from the Schulich School of Business (York University) and is a Chartered Financial Analyst and Charted Professional Accountant (CPA Ontario). We believe that Mr. Brady is qualified to serve on our Board of Directors because of his financial expertise and experience in the biotechnology industry. Troy Ignelzi. Mr. Ignelzi has served as a member of our Board of Directors since May 2024. Mr. Ignelzi has served as Rapport Therapeutics, Inc.'s Chief Financial Officer since November 2023. From March 2019 to September 2023, Mr. Ignelzi served as Chief Financial Officer at Karuna Therapeutics, Inc., where he led the team in the execution of a private crossover round, the company’s initial public offering and multiple follow-on financings. Prior to this, Mr. Ignelzi served as Chief Financial Officer of scPharma from 2016 to February 2019. From 2014 to 2016, Mr. Ignelzi served as Chief Financial Officer and as a member of the executive leadership teams at Juventas Therapeutics Inc. Earlier in his career, Mr. Ignelzi served as Senior Vice President – Operations and Business Development of Pharmalex GmbH, and in various other positions at Esperion Therapeutics, Inc., Insys Therapeutics, Inc., and Eli Lilly and Company. Mr. Ignelzi has served on the boards of directors of Abivax S.A. since July 2023 and Harmony Biosciences since April 2026. Mr. Ignelzi is also an advisor to Sofinnova Investments LLC since March 2024 and at Patients Capital Advisors, since April 2024. Mr. Ignelzi previously served on the board of directors of CinCor Pharma, Inc. from March 2021 to February 2023 and Vedanta Biosciences, Inc. from November 2020 to February 2026. Mr. Ignelzi received a Bachelor of Science degree in accounting from Ferris State University. We believe that Mr. Ignelzi is qualified to serve on our Board of Directors due to his experience serving in various chief financial officer and audit committee chair roles with public companies in the biotechnology industry. Lori M. Lyons-Williams. Ms. Lyons-Williams has served as a member of our Board of Directors since August 2020. Ms. Lyons-Williams currently serves as President and Chief Executive Officer at Abdera Therapeutics Inc. a biopharmaceutical company. Previously, Ms. Lyons-Williams was President and Chief Operating Officer at Neumora Therapeutics, Inc., a biopharmaceutical company from April 2021 until April 2022. From December 2016 to May 2020, Ms. Lyons-Williams served as Chief Commercial Officer at Dermira, Inc. (“Dermira”), a public biopharmaceutical company, where she was responsible for the strategic, financial and operational leadership of the company’s product portfolio, until Dermira’s acquisition. From January 2002 to August 2016, Ms. Lyons-Williams worked at Allergan, Inc. (Allergan), a public biotechnology company, where she held positions of increasing responsibility, most recently as Vice President, Sales & Marketing, Urology. Ms. Lyons-Williams currently serves on the board of Abdera Therapeutics Inc., where she is also Chief Executive Officer. From November 2021 until its acquisition in March 2026, Ms. Lyons-Williams served on the board of directors of, and beginning in January 2025 as the chair of the board of, RAPT Therapeutics, Inc. From June 2019 until its acquisition in April 2021, Ms. Lyons-Williams served on the board of directors of Five Prime Therapeutics, Inc. Ms. Lyons-Williams received a B.A. in Interdisciplinary Studies from Virginia Polytechnic Institute and State University and an M.B.A., Marketing from the Carlson School of Management at the University of Minnesota. We believe that Ms. Lyons-Williams is qualified to serve on our Board of Directors because of her commercial expertise and experience in executive and leadership positions at other biotechnology companies.

  4. Non-Employee Directors

    Diego Miralles, M.D. Dr. Miralles has served as a member of our Board of Directors since March 2025. He has served as the Chief Executive Officer at AZURNA Therapeutics, Inc., a private pharmaceutical development company, since January 2024. From December 2020 to September 2022, Dr. Miralles served as Chief Executive Officer at Laronde Inc., an early-stage biotechnology company. Dr. Miralles also served as Chief Executive Officer at Vividion, from August 2017 to September 2020. As of March 2025, Dr. Miralles, serves on the board of Father Joe’s Village a San Diego, non-profit organization. He is on the board of directors at ArrePath, a private biotechnology company. Additionally, Dr. Miralles has served as a member of the Board of Directors at Rady Children’s Institute for Genomic Medicine since 2008 and serves as a member of the Board of Directors at Artiva Biotherapeutics, Inc. Dr. Miralles also served as a member at NeuBase Therapeutics, Inc., a public biopharmaceutical company, from April 2019 to April 2021. Dr. Miralles received his M.D. degree from the University of Buenos Aires, his residency in Internal medicine at the Mayo Clinic and fellowship in Infectious Diseases at The New York Hospital/Cornell University and was on the faculty at Duke University. We believe Dr. Miralles is qualified to serve on our Board of Directors due to his experience as an executive in the pharmaceutical industry and his educational background. Olivia Ware. Ms. Ware has served on our Board of Directors since March 2024. Ms. Ware has more than 20 years of experience in pharmaceutical drug development, commercialization and healthcare management. From November 2019 to March 2021, Ms. Ware served as the Senior Vice President, BTK Franchise Head at Principia Biopharma Inc., which was acquired by Sanofi S.A. in 2020, where she was responsible for developing overall portfolio strategy for the company’s three BTKi molecules. From August 2018 to November 2019, Ms. Ware served as Senior Vice President, U.S. Market and Franchise Development at Proteus Digital Health, Inc. From 2011 to 2018, Ms. Ware worked in a number of public and private biopharma firms as a private consultant. From 2016 to 2017, Ms. Ware was the Chief Commercial Officer at CytRx, Inc. From 1997 to 2010, Ms. Ware worked at Genentech, Inc. in a variety of roles of increasing responsibility in commercial, team leadership and product development. During her time at Genentech, Ms. Ware played a key role in the launch of several commercial drug products, including Rituxan®, Herceptin®, Avastin® and Lucentis®, and as Head of Oncology Team Leadership was responsible for molecule, disease and platform strategic plans and oncology portfolio management. Ms. Ware has served as a member of the board of Arcellx, Inc. since June 2022, Revance Therapeutics, Inc. from March 2021 until February 2025 and Ambrx Biopharma Inc. from April 2021 until June 2022. Ms. Ware holds an A.B. in Psychology from Davidson College and an M.B.A. in Finance and Marketing from the University of North Carolina at Chapel Hill. We believe Ms. Ware is qualified to serve on our Board of Directors due to her executive and board experience with life science and biotechnology companies. There are no family relationships among any of our directors or executive officers.

  5. CORPORATE GOVERNANCE AND BOARD MATTERS

    CORPORATE GOVERNANCE AND BOARD MATTERS

  6. Director Independence

    Director Independence As required under the listing standards of the Nasdaq Stock Market (“Nasdaq”), a majority of the members of a listed company’s board of directors must be independent. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. To be considered to be independent for purposes of Rule 10A-3 and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries. To be considered independent for purposes of Rule 10C-1 and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company. Our Board of Directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that, with the exception of Mr. Stengone and Dr. Miralles, none of our directors have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq, including in the case of all the members of our audit committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions” elsewhere in this proxy statement. There are no family relationships among any of our directors or executive officers. The independent members of our Board of Directors hold separate regularly scheduled executive session meetings at which only independent directors are present.

  7. Information Regarding the Board of Directors and its Committees

    Information Regarding the Board of Directors and its Committees As required under Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. Our Board of Directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The following table provides membership information for each of such Board of Directors committees as of December 31, 2025:

  8. Information Regarding the Board of Directors and its Committees

    | Name | Audit | Compensation | Nominating and Corporate Governance | | Evert Schimmelpennink | | X | | | Sarah Boyce | | | X* | | Todd Brady | X | X* | | | Troy Ignelzi | X* | | | | Lori M. Lyons-Williams | X | | X | | Olivia Ware | | X | X |

  9. Information Regarding the Board of Directors and its Committees

    *Committee Chair Below is a description of each committee of our Board of Directors. Our Board of Directors has determined that each member of the audit, compensation and nominating and corporate governance committees meets the applicable rules and regulations regarding “independence” and also that each member of the audit committee, compensation committee, and nominating and corporate governance committee is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company. Audit Committee The current members of our audit committee are Messrs. Brady and Ignelzi and Ms. Lyons-Williams, each of whom can read and understand fundamental financial statements. Each are independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to audit committee members. Mr. Ignelzi chairs the audit committee. Our Board of Directors has determined that Messrs. Ignelzi and Brady and Ms. Lyons-Williams each qualify as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq. Please also see the report of the audit committee set forth elsewhere in this proxy statement. Our audit committee assists our Board of Directors with its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications, independence and performance of the independent registered public accounting firm, the design and implementation of our risk assessment and risk management. Among other things, our audit committee is responsible for reviewing and discussing with our management the adequacy and effectiveness of our disclosure controls and procedures. The audit committee also discusses with our management and independent registered public accounting firm the annual audit plan and scope of audit activities, scope and timing of the annual audit of our financial statements, and the results of the audit, quarterly reviews of our financial statements and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing and overseeing procedures for the receipt, retention, and treatment of any complaints reporting accounting, internal accounting controls or auditing matters, as well as for the confidential and anonymous submissions by our employees of concerning questionable accounting or auditing matters. In addition, our audit committee has direct responsibility for the appointment, compensation, retention, and oversight of the work of our independent registered public accounting firm. Our audit committee has sole authority to approve the hiring and discharging of our independent registered public accounting firm, all audit engagement fees and terms, and all permissible non-audit engagements with the independent auditor. Our audit committee will review and oversee all related person transactions in accordance with our policies and procedures. Our audit committee operates under a written charter that can be found on the “Corporate Governance” section of the “Investors” section of our corporate website at www.contineum-tx.com. Each of Messrs. Brady and Ignelzi and Ms. Lyons-Williams served on the audit committee of our Board of Directors during 2025. The audit committee met four times during 2025. Compensation Committee The members of our compensation committee are Messrs. Schimmelpennink and Brady and Ms. Ware. Mr. Brady chairs our compensation committee. Each member of our compensation committee is independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to compensation committee members. Our compensation committee assists our Board of Directors with its oversight of the forms and amount of compensation for our executive officers, and the administration of our incentive plans for employees and other service providers, including our equity incentive plans, and certain other matters related to our compensation programs. Our compensation committee has the authority to engage the services of outside consultants and advisors to assist it in making decisions regarding our executive compensation programs. In 2025, Alpine Rewards (“Alpine”) was retained by our compensation committee to advise the compensation committee regarding the compensation of our executive officers and non-employee directors. The compensation committee believes that Alpine’s expertise in the life sciences industry provides the compensation committee with relevant and targeted advice, and that Alpine are independent and that their work has not raised any conflicts of interest. In establishing compensation amounts for executives, our compensation committee seeks to support the Company’s overall business strategy and objectives, attract and retain key executives, link compensation with business objectives and organizational performance, and provide competitive compensation opportunities. The compensation committee may form subcommittees and delegate its power and authority to such subcommittees. A more detailed description of the compensation committee’s functions can be found in our compensation committee charter. The charter is published in the "Corporate Governance" Section of the “Investors” section of our corporate website at www.contineum-tx.com. Each of Messrs. Schimmelpennink and Brady and Ms. Ware served on the compensation committee of our Board of Directors throughout 2025. The compensation committee met five times during 2025. Mr. Stengone, our Chief Executive Officer, does not participate in the determination of his own compensation. However, Mr. Stengone makes recommendations to the compensation committee regarding the amount and form of the compensation of the other executive officers and key employees, and Mr. Stengone participates in the compensation committee’s deliberations about their compensation. Our Chief Financial Officer, General Counsel and Vice President, Human Resources, also assist the compensation committee in its executive officer, director and employee compensation deliberations, but are not present for deliberations or decisions regarding their own compensation. Nominating and Corporate Governance Committee The current members of our nominating and corporate governance committee are Misses Boyce, Lyons-Williams, and Ware. Ms. Boyce chairs our nominating and corporate governance committee. Our nominating and corporate governance committee assists our Board of Directors with its oversight of and identification of individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors, and selects, or recommends that our Board of Directors select, director nominees, develops and recommends to our Board of Directors a set of corporate governance guidelines, and oversees the evaluation of our Board of Directors. Our nominating and corporate governance committee operates under a charter that can be found on the “Corporate Governance” section of the “Investors” section of our corporate website at www.contineum-tx.com. Each of Misses Boyce, Lyons-Williams, and Ware served on our nominating and corporate governance committee during 2025. All members of our nominating and corporate governance committee are independent as currently defined under Nasdaq listing standards. Our nominating and corporate governance committee met two times during 2025. Our nominating and corporate governance committee believes that the minimum qualifications and skills that candidates for director should possess include (a) the highest professional and personal ethics and values, (b) a

  10. Information Regarding the Board of Directors and its Committees

    commitment to enhancing stockholder value, and (c) sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. The nominating and corporate governance committee also considers the following factors, in no particular order of importance: (a) various and relevant career experience, (b) relevant skills, such as an understanding of the Company’s business, (c) financial expertise and operations expertise, (d) board and management experience, (e) investor relations experience, (f) industry experience, and (g) local and community ties. However, our nominating and corporate governance committee retains the right to modify these qualifications from time to time. Our nominating and corporate governance committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by our Board of Directors or our nominating and corporate governance committee for consideration. If a stockholder of the Company wishes to recommend a director candidate for consideration by our nominating and corporate governance committee, the stockholder recommendation should be delivered to the Corporate Secretary of the Company at the principal executive offices of the Company and must include information regarding the candidate and the stockholder making the recommendation. You are advised to review our bylaws, which contain additional requirements about advance notice of stockholder director nominations.

  11. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows information regarding the compensation of our named executive officers for the fiscal years ended December 31, 2025, and 2024.

  12. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Carmine N. Stengone | 2025 | 655,620 | — | 2,291,640 | 450,739 | 11,449(3) | 3,409,448 | | President and Chief Executive Officer | 2024 | 608,120 | 55,000(4) | 3,806,147 | 418,146 | 12,627(5) | 4,900,039 | | Peter T. Slover | 2025 | 487,487 | — | 840,268 | 238,869 | 11,279(3) | 1,577,903 | | Chief Financial Officer | | | | | | | | | Timothy R. Watkins, M.D., MSc. | 2025 | 359,501 | 225,000(6) | 984,556 | 176,085 | 18,181(7) | 1,763,323 | | Chief Medical Officer and Head of Development | | | | | | | |

  13. SUMMARY COMPENSATION TABLE

    (1)The amounts reported in this column reflect the aggregate grant date fair value of the option awards granted to our named executive officers in the applicable fiscal year, calculated in accordance with FASB ASC Topic 718. See Note 8 of the notes to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 5, 2026, for a discussion of the assumptions made by us in determining the grant date fair value of our option awards. (2)Represents amounts earned by our named executive officers under our short-term incentive program, based on our achievement of certain corporate performance goals and the named executive officer’s individual performance during fiscal years 2025 and 2024 and which were paid in February 2026 and January 2025, respectively. (3)Includes $10,500 in employer matching contributions under our 401(k) plan as well as the named executive officer’s cell phone allowance. (4)The amount reported in this column represent discretionary cash performance bonuses paid to Mr. Stengone in the amount of $27,500 in April 2024 and October 2024, which were awarded in connection with the execution of the J&J License Agreement in 2023. (5)Includes $10,350 in employer matching contributions under our 401(k) plan as well as Mr. Stengone’s cell phone allowance. (6)Represents a cash incentive bonus in connection with Dr. Watkins' offer letter for performance during 2025, which was paid to Dr. Watkins in the amount of $225,000 in February 2026. (7)Includes $9,531 in reimbursement of legal fees incurred by Dr. Watkins in connection with negotiating his offer letter, $7,950 in employer matching contributions under our 401(k) plan, as well as Dr. Watkins' cell phone allowance.

  14. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth information regarding each unexercised option held by each of our named executive officers as of December 31, 2025. Options granted prior to the completion of our IPO were granted pursuant to our 2012 Equity Incentive Plan (the “2012 Plan”). Options granted after our IPO were granted pursuant to our 2024 Equity Incentive Plan (the “2024 Plan”). Options granted to Dr. Watkins were outside of the 2024 Plan, pursuant to the inducement grant exception under Nasdaq Marketplace Rule 5635(c)(4). The vesting schedule applicable to each outstanding award is described in the footnotes to the table below. Please see the section titled “Severance and Change in Control Benefits” below for additional information regarding the vesting acceleration provisions applicable to the outstanding options held by our named executive officers.

  15. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | Option Awards | | | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Carmine N. Stengone | 10/08/2019 | 128,417 | — | — | 1.26 | 11/13/2028 | | | 11/26/2019 | 289,430 | — | — | 1.01 | 02/24/2030 | | | 03/11/2021 | 373,400 | — | — | 8.46 | 03/15/2031 | | | 09/27/2023 | 100,496 | 78,164(1) | — | 10.81 | 10/08/2033 | | | 04/05/2024 | 118,750 | 166,250(1) | — | 15.76 | 05/23/2034 | | | 01/01/2025 | — | 300,000(1) | — | 9.79 | 01/30/2035 | | Peter T. Slover | 09/15/2020 | 144,715 | — | — | 1.01 | 10/05/2030 | | | 03/11/2021 | 39,305 | — | — | 8.46 | 03/15/2031 | | | 09/27/2023 | 30,148 | 23,450(1) | — | 10.81 | 10/08/2033 | | | 04/05/2024 | 41,666 | 58,334(1) | — | 15.76 | 05/23/2034 | | | 01/01/2025 | — | 110,000(1) | — | 9.79 | 01/30/2035 | | Timothy R. Watkins, M.D., MSc. | 04/28/2025 | 133,611 | 122,778(2) | — | 4.50 | 04/27/2035 | | | 04/28/2025 | — | — | 26,000(3) | 4.50 | 04/27/2035 |

  16. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    (1)25% of the option shares vest on the one year anniversary of the vesting commencement date, and the remaining option shares vest in 36 equal monthly installments thereafter, provided the named executive officer remains in continuous service through each such vesting date. (2)One-half of the option shares vested on October 28, 2025, and the remainder vests in 36 equal monthly installments thereafter, subject to Dr. Watkins' continuous service. (3)This grant is subject to a performance-based vesting condition to be satisfied upon the achievement of a particular clinical milestone within two years of the grant date and subject to Dr. Watkins' continuous service.

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  18. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Pursuant to our Non-Employee Director Compensation Program, members of our Board who are not employees are eligible cash and equity for compensation. Our compensation committee periodically reviews the type and form of compensation paid to our non-employee directors, which includes a market assessment and analysis by Alpine. As part of this analysis, Alpine reviews non-employee director compensation trends and data from companies comprising the same executive compensation peer group used by the compensation committee in connection with its review of executive compensation. Our Non-Employee Director Compensation Program was developed in connection with our IPO in consultation with Alpine. Alpine provided recommendations and competitive non-employee director compensation data and analyses. Our Board considered and discussed these recommendations and data and considered the specific duties and committee responsibilities of particular directors. Our Board believes our Non-Employee Director Compensation Program provides our non-employee directors with reasonable and appropriate compensation that is commensurate with the services they provide and competitive with compensation paid by our peer group companies to their non-employee directors. Under our Non-Employee Director Compensation Program as in effect for fiscal 2025, non-employee directors received compensation in the form of equity and cash, as described below:

  19. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE The table below shows the total compensation that we paid under our Non-Employee Director Compensation Program to each person who served as a director during the fiscal year ended December 31, 2025, other than a director who also served as a named executive officer.

  20. 2025 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Sarah Boyce | 48,000 | 45,035 | — | 93,035 | | Todd Brady | 57,500 | 45,035 | — | 102,535 | | Troy Ignelzi | 55,000 | 45,035 | — | 100,035 | | Evert Schimmelpennink | 75,000 | 45,035 | — | 120,035 | | Olivia Ware | 49,000 | 45,035 | — | 94,035 | | Diego Miralles(2) | 31,889 | 197,267 | 25,000 | 254,156 | | Lori M. Lyons-Williams | 51,500 | 45,035 | — | 96,535 |

  21. 2025 DIRECTOR COMPENSATION TABLE

    (1)The amounts in this column represent the aggregate grant date fair value of stock options granted to the non-employee director in fiscal year 2025 computed in accordance with FASB ASC Topic 718. See Note 7 of the notes to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 5, 2026, for a discussion of the assumptions made by us in determining the grant date fair value of our option awards. As of December 31, 2025, the following non-employee directors who served as members of our Board of Directors during the fiscal year ended December 31, 2025 held the following options:

  22. 2025 DIRECTOR COMPENSATION TABLE

    | Name | Number of Shares Subject to Outstanding Options | | Sarah Boyce | 44,250 | | Todd R. Brady | 73,729 | | Troy Ignelzi | 44,250 | | Evert Schimmelpennink | 76,340 | | Olivia Ware | 47,929 | | Lori M. Lyons-Williams | 73,728 | | Diego Miralles | 49,250 |

  23. 2025 DIRECTOR COMPENSATION TABLE

    (2)Dr. Miralles joined our Board of Directors in March 2025; accordingly, compensation information is only provided for time served on our Board of Directors. The amount reflected in the "All Other Compensation" column includes $25,000 in fees earned as an advisor during 2025 prior to joining the Board in March 2025. We made the following option grants to our non-employee directors in June 2025: Ms. Boyce - 14,750 shares; Mr. Brady - 14,750 shares; Mr. Ignelzi - 14,750 shares; Ms. Lyons-Williams - 14,750 shares; Dr. Miralles - 14,750 shares; Mr. Schimmelpennink - 14,750 shares; Ms. Ware - 14,750 shares. In addition, we granted Dr. Miralles an option grant of 29,500 shares in March 2025 upon appointment to the Board of Directors. Each such option vested or will vest, as applicable, over a period of 24 months in equal monthly installments, subject to the non-employee director’s continued service as a member of our Board of Directors. The options will also vest in full in the event of a “change in control” (as defined in the 2012 Plan).

  24. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of eight directors. Our Board of Directors are divided into three classes with staggered three-year terms. Upon 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. The terms of the Class II directors, Evert Schimmelpennink, Lori M. Lyons-Williams and Diego Miralles, M.D., expire at the Annual Meeting. As recommended by our nominating and corporate governance committee, on March 20, 2026, our Board of Directors nominated Evert Schimmelpennink, Lori M. Lyons-Williams and Diego Miralles, M.D., for election as Class II directors at the Annual Meeting. If elected, each will serve on our Board of Directors until the annual meeting of stockholders in 2029 and until their successor has been elected and qualified. The Class III directors will serve until our annual meeting of stockholders in 2027. The Class I directors will serve until our annual meeting of stockholders in 2028. The nominees for director at the Annual Meeting, their ages as of March 14, 2026, and their positions and offices held with the Company are set forth below. Other biographical information for the members of our Board of Directors is set forth in this proxy statement under the heading “Directors, Executive Officers and Corporate Governance—Directors and Executive Officers.”

  25. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  26. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | Name | Age | Position with Contineum | | Todd Brady | 47 | Director | | Carmine N. Stengone | 50 | President, Chief Executive Officer and Director |

  27. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

  28. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | Name | Age | Position with Contineum | | Sarah Boyce | 54 | Director | | Troy Ignelzi | 58 | Director | | Olivia Ware | 69 | Director |

  29. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    The biographies for the director nominees and directors set forth above are set forth in this proxy statement under the heading “Directors, Executive Officers and Corporate Governance—Directors and Executive Officers.” We have determined that each of these Class II director nominees possesses the requisite communication skills, personal integrity, business judgment, ability to make independent analytical inquiries, and willingness to devote adequate time and effort necessary to serve as an effective member of the Board. Other specific experiences, qualifications, attributes or skills of nominees that contributed to our conclusion that the nominees should serve as Class II directors are noted in their biographies.