DEF 14A of Absci Corp
Filed Apr 22, 2026 · FY20250001672688-26-000078
Board of Directors
Board of Directors
Board of Directors
| Name | | Director Since | Age | Positions and Offices Held with Absci Corporation | | Class II Directors – Term Expiring in 2026 | | | | | | | Prof Sir Menelas Pangalos, Ph.D. | 2024 | 59 | Director | | | Daniel Rabinovitsj | 2022 | 61 | Director | | Class III Directors – Term Expiring in 2027 | | | | | | | Sean McClain | 2011 | 36 | Founder, Chief Executive Officer and Director | | | Joseph Sirosh, Ph.D. | 2022 | 57 | Director | | | Mary Szela | 2025 | 62 | Director | | Class I Directors - Term Expiring in 2028 | | | | | | | Frans van Houten | 2023 | 65 | Director | | | Karen McGinnis | 2020 | 59 | Director |
Board of Directors
| | Proxy Summary | 3 |
Election of Class II Directors
Election of Class II Directors Our board of directors currently consists of seven members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:
Election of Class II Directors
| ◦The Class I directors are Frans van Houten and Karen McGinnis, and their terms will expire at the Annual Meeting of stockholders to be held in 2028; ◦The Class II directors are Prof Sir Menelas Pangalos, Ph.D. and Daniel Rabinovitsj, and their terms will expire at the Annual Meeting; and ◦The Class III directors are Sean McClain, Joseph Sirosh, Ph.D. and Mary Szela, and their terms will expire at the Annual Meeting of stockholders to be held in 2027. |
Election of Class II Directors
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause and then only by the affirmative vote of the holders of 75% or more of the shares then entitled to vote at an election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office even if less than a quorum. Our board of directors has nominated each of Prof Sir Menelas Pangalos, Ph.D. and Daniel Rabinovitsj, for election as a Class II director at the Annual Meeting. Prof Sir Pangalos and Mr. Rabinovitsj are currently directors and each has indicated his willingness to continue to serve as a director, if elected. If any nominee becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. We have adopted a Director Resignation Policy pursuant to which any nominee for director at the Annual Meeting who receives a greater number of "withheld" votes than "FOR" votes would be required to tender to the board of directors his or her resignation as a director promptly following the certification of the election results. For more information on this policy see the section titled “Corporate Governance-Director Resignation Policy.”
Election of Class II Directors
| | Proposal No. 1 | 12 |
Nominees for Election as Class II Directors
Nominees for Election as Class II Directors The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2026.
Nominees for Election as Class II Directors
| Name | Positions and Offices Held with Absci Corporation | Director Since | Age | | Prof Sir Menelas Pangalos, Ph.D. | Director | 2024 | 59 | | Daniel Rabinovitsj | Director | 2022 | 61 |
Nominees for Election as Class II Directors
| | Prof Sir Menelas Pangalos, Ph.D. has served as a member of our board of directors since January 2024. Sir Pangalos also serves as a board member of Biogen Inc. Sir Pangalos previously served as AstraZeneca's Executive Vice-President of R&D BioPharmaceuticals from January 2019 to March 2024 and in various Executive Vice-President roles for AstraZeneca since 2010. Prior to joining AstraZeneca, Sir Pangalos held senior R&D roles, including Senior Vice President, at Pfizer, Wyeth Research and GlaxoSmithKline. In 2019, Sir Pangalos was awarded a knighthood from Her Majesty The Queen of the United Kingdom of Great Britain and Northern Ireland. Sir Pangalos holds Honorary Doctorates from Glasgow University and Imperial College, London, is a Fellow of the Royal Society, the Academy of Medical Sciences, the Royal Society of Biology and Clare Hall, University of Cambridge. Sir Pangalos has taught as a Visiting Professor of Neuroscience at Kings College in the Wolfson Centre for Age-Related Diseases since 2005. Sir Pangalos was also an Adjunct Professor of Neuroscience from 2007 to 2010 at the Institute of Neurological Sciences at Penn University. Sir Pangalos received a Ph.D. in Neurochemistry and undergraduate degree in Biochemistry from the University of London. We believe Sir Pangalos is qualified to serve on our board of directors due to his extensive experience in drug discovery, development, research and R&D operations. | | Prof Sir Menelas Pangalos, Ph.D. Director Since 2024 Age 59 | |
Nominees for Election as Class II Directors
| | Proposal No. 1 | 13 |
Nominees for Election as Class II Directors
| | Daniel Rabinovitsj has served as a member of our board of directors since November 2022. Mr. Rabinovitsj has served as a Vice President of Meta, the parent company of Facebook, and Facebook since August 2018. Previously, Mr. Rabinovitsj served as Chief Operating Officer of Ruckus Wireless, Inc., a global supplier of advanced wireless systems for the mobile Internet infrastructure market, from October 2014 until its acquisition by ARRIS International plc in December 2017. From 2011 to September 2014, Mr. Rabinovitsj served as Senior Vice President of Qualcomm Atheros, Inc.'s wired and wireless networking and small cell infrastructure business. Prior to Qualcomm Atheros, Mr. Rabinovitsj served in a number of executive management positions at companies including Atheros Communications, NXP Semiconductors, ST Ericsson, and Silicon Labs. Mr. Rabinovitsj previously served as a board member of QuickLogic Corporation and a private company developing intellectual property based upon machine learning to improve communication and other systems. Mr. Rabinovitsj received an M.A. in Asian Studies and a B.A. in Philosophy from the University of Texas at Austin. We believe Mr. Rabinovitsj is qualified to serve on our board of directors due to his extensive executive, operations and technical expertise as well as his previous experience serving as a public company board member. | | Daniel Rabinovitsj Director Since 2022 Age 61 | |
Directors Continuing in Office
Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2026.
Directors Continuing in Office
| Name | Positions and Offices Held with Absci Corporation | Director Since | Class and Year in Which Term Will Expire | Age | | Sean McClain | Founder, Chief Executive Officer and Director | 2011 | Class III—2027 | 36 | | Joseph Sirosh, Ph.D. | Director | 2022 | Class III—2027 | 57 | | Mary Szela | Director | 2025 | Class III—2027 | 62 | | Frans van Houten | Director | 2023 | Class I—2028 | 65 | | Karen McGinnis | Director | 2020 | Class I—2028 | 59 |
Class III Directors (Term Expires at 2027 Annual Meeting)
Class III Directors (Term Expires at 2027 Annual Meeting)
Class III Directors (Term Expires at 2027 Annual Meeting)
| | Sean McClain is our Founder and has served as our Chief Executive Officer since August 2011, as a member of our board of directors since the formation of Absci Corporation in October 2020, and a managing member of our predecessor, Absci LLC, since inception. Mr. McClain previously served as a board member for the Oregon Translational Research and Development Institute (OTRADI), a non-profit biosciences-focused incubator, and Life Science Washington, a non-profit trade association. Mr. McClain holds a Bachelor of Science degree in Molecular and Cellular Biology from the University of Arizona. We believe Mr. McClain is qualified to serve on our board of directors due to his experience as our Founder and CEO, strong technical and scientific knowledge, and extensive knowledge of our company and industry. | | Sean McClain Director Since 2011 Age 36 | |
Class III Directors (Term Expires at 2027 Annual Meeting)
| | Proposal No. 1 | 15 |
Class III Directors (Term Expires at 2027 Annual Meeting)
| | Joseph Sirosh, Ph.D. has served as a member of our board of directors since January 2022. Dr. Sirosh is currently the CEO and President of CreatorsAGI Inc, and recently served as Vice President of Amazon's Alexa Shopping group from October 2022 to November 2023. Previously, Dr. Sirosh served as the Chief Technology Officer of Compass, Inc. from December 2018 to August 2022 and held various positions at the Microsoft Corporation from July 2013 to December 2018, including Chief Technology Officer of Artificial Intelligence. During his tenure at Microsoft, Dr. Sirosh led product and engineering teams with responsibility for the enterprise database, Big Data, and machine learning products. Prior to Microsoft, Dr. Sirosh served as a Vice President of Technology at Amazon.Com, Inc., from December 2004 to July 2013, where he built the machine learning and Transaction Risk Management teams. Dr. Sirosh holds a B. Tech in Computer Science and Engineering from the Indian Institute of Technology, Madras, and an M.S. in Computer Science and a Ph.D. in Neural Networks from the University of Texas at Austin. We believe that Dr. Sirosh is qualified to serve on our board of directors due to his extensive experience in the fields of artificial intelligence and machine learning. | | Joseph Sirosh, Ph.D. Director Since 2022 Age 57 | |
Class III Directors (Term Expires at 2027 Annual Meeting)
| | Mary Szela has served as a member of our board of directors since July 2025. Ms. Szela has served as CEO and President of TriSalus Life Sciences since January 2018. Prior to joining TriSalus, Ms. Szela served as CEO of Aegerion Pharmaceuticals, Inc., from 2016 through Aegerion’s merger with QLT Inc. to form Novelion Therapeutics Inc., where, until 2017, she served as CEO. Prior to Novelion, she was CEO of Melinta Therapeutics, leading the company’s revitalization effort and accelerating clinical development of its lead asset for treatment of MRSA (methicillin-resistant Staphylococcus aureus). Previously, Ms. Szela held progressive leadership roles at Abbott Laboratories including President of the company’s $8 billion U.S. pharmaceutical business. She developed global brands such as Humira® and served as Senior Vice President for global strategic marketing and services. Ms. Szela currently serves as a member of the Board of Directors for Kura Oncology, Prometheus Biosciences, Omega Therapeutics and Senda Biosciences. She received both her B.S. in Nursing and her MBA from the University of Illinois at Chicago. We believe Ms. Szela is qualified to serve on our board of directors based on her substantial business, leadership and management experience in the biotechnology sector. | | Mary Szela Director Since 2025 Age 62 | |
Class III Directors (Term Expires at 2027 Annual Meeting)
| | Proposal No. 1 | 16 |
Class I Directors (Term Expires at 2028 Annual Meeting)
Class I Directors (Term Expires at 2028 Annual Meeting)
Class I Directors (Term Expires at 2028 Annual Meeting)
| | Frans van Houten has served as a member of our board of directors since June 2023. Mr. van Houten has also served as an independent director of Novartis AG since February 2017, Castor EDC since May 2023, Synthesis Health Inc. since May 2023 and Affidea Group since January 2024. Mr. van Houten also currently serves as Chair of Graduate Entrepreneur, a start-up venture fund and ecosystem which he co-founded in January 2020. Previously, Mr. van Houten was the Chief Executive Officer and Chair of the Board of Management and Executive Committee of Royal Philips NV from March 2011 until October 2022. Mr. van Houten served as Chief Executive Officer for NXP Semiconductors NV from October 2004 until December 2008 and in various managerial positions at Royal Philips from 1986 until 2004. Mr. van Houten also served as Co-Chair of the World Economic Forum in 2017 and Co-Founder and Co-Chair of the Platform for Accelerating the Circular Economy (PACE). Mr. van Houten received MSc and bachelor's degrees in economics from Erasmus University in Rotterdam. We believe Mr. van Houten is qualified to serve on our board of directors due to his extensive executive, corporate strategy and operations expertise. | | Frans van Houten Director Since 2023 Age 65 | |
Class I Directors (Term Expires at 2028 Annual Meeting)
| | Karen McGinnis has served as a member of our board of directors since August 2020. Ms. McGinnis has also served as an independent director of Alphatec Holdings, Inc. since June 2019 and iRhythm Holdings, Inc. since July 2025. She previously served as an independent director of Sonendo, Inc. from October 2021 to March 2024, and Biosplice Therapeutics, Inc. from April 2021 until March 2023. Ms. McGinnis was Vice President and Chief Accounting Officer of Illumina, Inc. from November 2017 until her retirement in April 2021. Ms. McGinnis also served as the Chief Executive Officer and President of Mad Catz Interactive Inc. from February 2016 to March 2017, the Chief Financial Officer of Mad Catz Interactive Inc. from June 2013 to February 2016 and served as the Chief Accounting Officer of Cymer, Inc. from November 2009 to June 2013. Previously, Ms. McGinnis served as Chief Accounting Officer for Insight Enterprises, Inc., from September 2006 until March 2009, its Senior Vice President of Finance from 2001 through September 2006 and its Vice President of Finance from 2000 through 2001. From 1997 to 2000, she served as the Chief Financial Officer of Horizon. Prior to Horizon, Ms. McGinnis was employed by KPMG LLP from 1989 to 1997 and served as a Senior Assurance Manager. Ms. McGinnis is a Certified Public Accountant and received a bachelor's degree in accounting from the University of Oklahoma. We believe Ms. McGinnis is qualified to serve on our board of directors due to her extensive executive, accounting and financial expertise. | | Karen McGinnis Director Since 2020 Age 59 | |
Class I Directors (Term Expires at 2028 Annual Meeting)
| | Proposal No. 1 | 17 |
Vancouver, WA 98683
| | Director Compensation | 29 |
Director Compensation
Director Compensation
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy in Effect from March 28, 2024 to December 31, 2025
Non-Employee Director Compensation Policy in Effect from March 28, 2024 to December 31, 2025 We have implemented a non-employee director compensation policy designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the Amended and Restated Non-Employee Director Compensation Policy that was in effect from March 28, 2024 to December 31, 2025 (the "2024 Director Compensation Policy"), each director who is not an employee was entitled to receive cash compensation, as set forth below:
Non-Employee Director Compensation Policy in Effect from March 28, 2024 to December 31, 2025
| | Annual Retainer ($) | | Board of Directors: | | | Members | 40,000 | | Additional retainer for non-executive chairperson / lead independent director | 35,000 | | | Additional Annual Retainer ($) | | Audit Committee: | | | Members (other than chairperson) | 10,000 | | Retainer for chairperson | 20,000 | | Compensation Committee: | | | Members (other than chairperson) | 7,500 | | Retainer for chairperson | 15,000 | | Nominating and Corporate Governance Committee: | | | Members (other than chairperson) | 5,000 | | Retainer for chairperson | 10,000 |
Non-Employee Director Compensation Policy in Effect from March 28, 2024 to December 31, 2025
Under the 2024 Director Compensation Policy, in addition to the cash compensation described above, upon initial election to our board of directors, each non-employee director was entitled to a stock option award with a Value (as defined below) equal to $350,000 (the “Initial Grant”). The Initial Grant would vest in 36 equal monthly installments over three years from the grant date, subject to continued service as a director through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continued as a non-employee director following such meeting (and who did not receive an Initial Grant at such meeting) was entitled to an award with a Value equal to $175,000 (the “Annual Grant”), with 75% of the Value of the Annual Grant issued in the form of a stock option and 25% of the Value of the Annual Grant issued in the form of restricted stock units. If an individual commenced service as an non-employee director within the twelve (12) months immediately preceding such annual meeting, then the Annual Grant awarded to such non-employee director would be prorated based on the number of whole months that the individual served as a non-employee director prior to the Annual Grant’s grant date during the twelve (12) month period immediately preceding such annual meeting (with any resulting fractional share rounded down to the nearest whole share). The
Non-Employee Director Compensation Policy in Effect from March 28, 2024 to December 31, 2025
| | Director Compensation | 30 |
Non-Employee Director Compensation Policy in Effect from March 28, 2024 to December 31, 2025
Annual Grant (and any prorated portion thereof) would vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. Such awards are subject to full accelerated vesting upon a sale of the Company. For purposes of the policy, “Value” means with respect to (i) any award of stock options, the grant date fair value of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by us for calculating the fair value of options under FASB ASC Topic 718; and (ii) any award of restricted stock and restricted stock units, the product of (A) the closing market price on the Nasdaq Global Select Market (or such other market on which our common stock is then principally listed) of a share of our common stock on the effective date of grant and (B) the aggregate number of shares pursuant to such award.
Non-Employee Director Compensation Policy in Effect Starting January 1, 2026
Non-Employee Director Compensation Policy in Effect Starting January 1, 2026 At the recommendation of our compensation committee, our board of directors approved an Amended and Restated Non-Employee Director Compensation Policy on December 4, 2025 (the "2026 Director Compensation Policy), which became effective on January 1, 2026. Under the 2026 Director Compensation Policy, each director who is not an employee is entitled to receive cash compensation, as set forth below:
Non-Employee Director Compensation Policy in Effect Starting January 1, 2026
| | Annual Retainer ($) | | Board of Directors: | | | Members | 45,000 | | Additional retainer for non-executive chairperson / lead independent director | 35,000 | | | Additional Annual Retainer ($) | | Audit Committee: | | | Members (other than chairperson) | 10,000 | | Retainer for chairperson | 20,000 | | Compensation Committee: | | | Members (other than chairperson) | 7,500 | | Retainer for chairperson | 15,000 | | Nominating and Corporate Governance Committee: | | | Members (other than chairperson) | 5,000 | | Retainer for chairperson | 10,000 |
Non-Employee Director Compensation Policy in Effect Starting January 1, 2026
Under the 2026 Director Compensation Policy, in addition to the cash compensation described above, upon initial election to our board of directors, each non-employee director will be granted a stock option award with a Value equal to $450,000 (the “2026 Policy Initial Grant”). The 2026 Policy Initial Grant will vest in 36 equal monthly installments over three years from the grant date, subject to continued service as a director through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting (and who does not receive a 2026 Policy Initial Grant at such meeting) will be granted an award with a Value equal to $225,000 (the “2026 Policy Annual Grant”), with 75% of the Value of the 2026 Policy Annual Grant to be issued in the form of a stock option and 25% of the Value of the 2026 Policy Annual
Non-Employee Director Compensation Policy in Effect Starting January 1, 2026
| | Director Compensation | 31 |
Non-Employee Director Compensation Policy in Effect Starting January 1, 2026
Grant to be issued in the form of restricted stock units. If an individual commenced service as an non-employee director within the twelve (12) months immediately preceding such annual meeting, then the 2026 Policy Annual Grant awarded to such non-employee director will be prorated based on the number of whole months that the individual served as a non-employee director prior to the 2026 Policy Annual Grant’s grant date during the twelve (12) month period immediately preceding such annual meeting (with any resulting fractional share rounded down to the nearest whole share). The 2026 Policy Annual Grant (and any prorated portion thereof) will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. Such awards are subject to full accelerated vesting upon a sale of the Company. Pursuant to our 2026 Director Compensation Policy (as well as our 2024 Director Compensation Policy), we also reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the board of directors and committees thereof. Furthermore, pursuant to the terms of our 2026 Director Compensation Policy (as well as our 2024 Director Compensation Policy) and our 2021 Stock Option and Incentive Plan, as amended from time to time (the “2021 Plan”), the value of all equity awards granted under the 2021 Plan and all other cash compensation paid by us to any non-employee director for service as a non-employee director in any calendar year shall not exceed (i) $1,250,000 in the first calendar year an individual becomes a non-employee director and (ii) $1,000,000 in any other calendar year. The following table presents the total compensation for each of our non-employee directors who served as a member of our board of directors during the fiscal year ended December 31, 2025. Mr. McClain, who is our Chief Executive Officer, did not receive any additional compensation for his services as a director. The compensation received by Mr. McClain as a named executive officer of the Company is presented in the “2025 Summary Compensation Table” in the “Executive Compensation” section below. Other than as set forth in the following table and described more fully in this section, we did not pay any cash compensation to, grant any equity or non-equity awards to, or reimburse any expenses of any of our non-employee directors in 2025.
Non-Employee Director Compensation Policy in Effect Starting January 1, 2026
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Karen McGinnis(2) | 67,500 | 43,645 | 128,952 | — | 240,097 | | Amrit Nagpal(3) | 14,375 | — | — | — | 14,375 | | Sir Menelas Pangalos, Ph.D.(4) | 47,500 | 43,645 | 128,952 | 25,500 | 245,597 | | Daniel Rabinovitsj(5) | 65,000 | 43,645 | 128,952 | — | 237,597 | | Joseph Sirosh(6) | 43,417 | 43,645 | 128,952 | — | 216,014 | | Mary Szela(7) | 19,247 | — | 348,294 | — | 367,541 | | Frans van Houten(8) | 95,000 | 43,645 | 128,952 | 1,437 | 269,034 |
Non-Employee Director Compensation Policy in Effect Starting January 1, 2026
(1)The amounts reported represent the aggregate grant date fair value of the restricted stock units or stock options, as applicable, granted to our directors during the 2025 fiscal year, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock units or stock options, as applicable, reported in this column are set forth in note 13 of our financial statements included in the 2025 Annual Report. The amounts reported in this column reflect the accounting cost for these restricted stock units or stock options, as applicable, and do not correspond to the actual economic value that may be received by our directors upon the vesting, settlement or exercise of the equity awards, as applicable, or any sale of the underlying shares of common stock. (2)As of December 31, 2025, Ms. McGinnis held options to purchase an aggregate of 350,170 shares of common stock, including options to purchase 57,400 shares of common stock granted in June 2025 as an annual grant, and held 14,500 restricted stock units granted in June 2025 as an annual grant.
Non-Employee Director Compensation Policy in Effect Starting January 1, 2026
| | Director Compensation | 32 |
Non-Employee Director Compensation Policy in Effect Starting January 1, 2026
(3)As of December 31, 2025, Mr. Nagpal did not hold any options to purchase shares of common stock or any restricted stock units. Mr. Nagpal resigned from our board of directors, effective April 25, 2025. (4)As of December 31, 2025, Dr. Pangalos held options to purchase an aggregate of 197,614 shares of common stock, including options to purchase 57,400 shares granted in June 2025 as an annual grant in connection with serving on our Board of Directors, and held 14,500 restricted stock units granted in June 2025 as an annual grant in connection with serving on our Board of Directors. All other compensation amount consists of cash paid for services on our Scientific Advisory Board. (5)As of December 31, 2025, Mr. Rabinovitsj held options to purchase an aggregate of 182,049 shares of common stock, including options to purchase 57,400 shares of common stock granted in June 2025 as an annual grant, and held 14,500 restricted stock units granted in June 2025 as an annual grant. (6)As of December 31, 2025, Dr. Sirosh held options to purchase an aggregate of 203,912 shares of common stock, including options to purchase 57,400 shares of common stock granted in June 2025 as an annual grant, and held 14,500 restricted stock units granted in June 2025 as an annual grant. (7)Mary Szela was appointed to our Board of Directors on July 7, 2025. As of December 31, 2025, Ms. Szela held options to purchase an aggregate of 178,400 shares of common stock granted as an initial grant upon her appointment to the Board of Directors. (8)As of December 31, 2025, Mr. van Houten held options to purchase an aggregate of 199,874 shares of common stock, including options to purchase 57,400 shares of common stock granted in June 2024 as an annual grant, and held 14,500 restricted stock units granted in June 2024 as an annual grant. All other compensation amount consists of cash paid to a third party tax service provider on behalf of Mr. van Houten for tax filings required in the United States.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Sean McClain President, Founder and Chief Executive Officer | 2025 | 689,936 | — | 650,484 | 1,959,630 | 372,565 | 14,000 | 3,686,615 | | | 2024 | 660,400 | — | 6,292,050 | 2,424,498 | 396,240 | 13,800 | 9,786,988 | | Zachariah Jonasson, Ph.D. Chief Financial Officer and Chief Business Officer | 2025 | 553,453 | — | 650,484 | 839,804 | 249,054 | 14,000 | 2,306,795 | | | 2024 | 533,000 | — | 501,644 | 1,517,907 | 266,500 | 13,800 | 2,832,851 | | Andreas Busch, Ph.D. Chief Innovation Officer* | 2025 | 712,797 | — | 81,054 | 239,422 | 384,910 | 142,954 | 1,561,137 | | | 2024 | 654,095 | — | 365,750 | 1,106,612 | 392,457 | 125,506 | 2,644,420 |
2025 Summary Compensation Table
* Amounts reflected above for Dr. Busch have been converted from Swiss Franc to US Dollar using an average exchange rate of (i) 1.21 USD to 1 CHF for 2025 and (ii) 1.14 USD to 1 CHF for 2024. (1)The amounts reported represent the aggregate grant date fair value of the restricted stock units or stock options, as applicable, granted to our named executive officers, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock units or stock options, as applicable, reported in these columns are set forth in note 13 of our financial statements included in the 2025 Annual Report. The amount reported as Mr. McClain's 2024 stock awards include performance-based restricted stock units which vest upon certain market-based conditions and is determined using a Monte Carlo simulation valuation method with a grant date fair value of $5,491,250. The amount reported as Dr. Jonasson's 2025 stock awards include the grant date fair value of both time-based restricted stock units and performance-based restricted stock units. The vesting of the performance-based restricted stock units was subject to the achievement of certain performance conditions, and such grant date fair value is based on the probable outcome of such objectives. The grant date fair value of Dr. Jonasson’s 2025 performance-based restricted stock units, based on maximum achievement of such objectives was $371,754. The amounts reported in these columns reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by our named executive officers upon the vesting, settlement or exercise of the equity awards, as applicable, or any sale of the underlying shares of common stock.
2025 Summary Compensation Table
| | Executive Compensation | 37 |
2025 Summary Compensation Table
(2)The amounts reported reflect the cash incentive compensation determined by our compensation committee based on achievement of certain business development, research and development, operational and financial metrics related to our corporate objectives as specified by our board of directors. (3)Amounts reported for 2025 reflect for (i) Mr. McClain, amounts for 401(k) matching contributions, (ii) Dr. Jonasson, amounts for 401(k) matching contributions and (iii) Dr. Busch, contributions made to Swiss pension and insurance benefits (including both contributions required by applicable Swiss law and those above the compulsory level).
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025:
Outstanding Equity Awards at Fiscal 2025 Year-End
| | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Sean McClain | 10/28/2020(3) | N/A | 21,870 | — | 1.10 | 10/27/2030 | — | — | — | — | | | 10/28/2020(3) | 7/11/2017 | 2,686 | — | 1.10 | 10/27/2030 | — | — | — | — | | | 3/4/2021(3) | 3/4/2021 | 127,690 | — | 1.10 | 3/3/2031 | — | — | — | — | | | 3/4/2021(3) | 3/4/2021 | 396,399 | — | 1.21 | 3/3/2026 | — | — | — | — | | | 2/21/2022(4) | 2/18/2022 | 609,356 | — | 8.27 | 2/20/2032 | — | — | — | — | | | 3/1/2023(5) | 3/1/2023 | 893,750 | 406,250 | 2.01 | 2/28/2033 | — | — | — | — | | | 10/12/2023(6) | 10/12/2023 | — | — | — | — | 58,334 | 203,586 | — | — | | | 2/1/2024(7) | 2/1/2024 | 255,333 | 510,667 | 4.40 | 1/31/2034 | — | — | — | — | | | 2/1/2024(6) | 2/1/2024 | — | — | — | — | 121,334 | 423,456 | — | — | | | 3/19/2024(8) | 3/19/2024 | — | — | — | — | — | — | 1,500,000 | 5,235,000 | | | 3/3/2025(7) | 3/3/2025 | — | 750,900 | 3.42 | 3/2/2035 | | | — | — | | | 3/3/2025(6) | 3/3/2025 | — | — | — | — | 190,200 | 663,798 | — | — | | Zachariah Jonasson | 9/1/2023(9) | 8/31/2023 | 583,333 | 416,667 | 1.87 | 8/31/2033 | — | — | — | — | | | 9/1/2023(10) | 8/31/2023 | — | — | — | — | 62,500 | 218,125 | — | — | | | 10/12/2023(6) | 10/12/2023 | — | — | — | — | 967 | 3,375 | — | — | | | 2/1/2024(7) | 2/1/2024 | 159,856 | 319,714 | 4.40 | 1/31/2034 | — | — | — | — | | | 2/1/2024(6) | 2/1/2024 | — | — | — | — | 76,007 | 265,264 | — | — | | | 3/3/2025(7) | 3/3/2025 | — | 321,800 | 3.42 | 3/2/2035 | — | — | — | — | | | 3/3/2025(6) | 3/3/2025 | — | — | — | — | 81,500 | 284,435 | — | | | | 3/3/2025(11) | 3/3/2025 | — | — | — | — | — | — | 108,700 | 379,363 | | Andreas Busch | 10/3/2022(5) | 9/30/2022 | 1,625,007 | 375,002 | 2.97 | 10/2/2032 | — | — | — | — | | | 3/1/2023(5) | 3/1/2023 | 378,125 | 171,875 | 2.01 | 2/28/2033 | — | — | — | — | | | 10/12/2023(6) | 10/12/2023 | — | — | — | — | 58,334 | 203,586 | — | — | | | 2/1/2024(7) | 2/1/2024 | 116,541 | 233,084 | 4.40 | 1/31/2034 | — | — | — | — | | | 2/1/2024(6) | 2/1/2024 | — | — | — | — | 55,417 | 193,405 | — | — | | | 3/3/2025(12) | 3/3/2025 | — | 93,700 | 3.42 | 3/2/2035 | — | — | — | — | | | 3/3/2025(13) | 3/3/2025 | — | — | — | — | 23,700 | 82,713 | — | — |
Outstanding Equity Awards at Fiscal 2025 Year-End
(1)Each equity award is subject to the terms of our 2020 Stock Option and Grant Plan, as amended from time to time (the "2020 Plan") or our 2021 Plan. Unless otherwise specified below, each equity award vests subject to continued service with the Company through the applicable vesting dates and is subject to certain acceleration of vesting provisions set forth in the applicable named executive officer’s employment agreement, as described above. (2)Based on the fair market value of a share of our common stock on December 31, 2025, which was $3.49.
Outstanding Equity Awards at Fiscal 2025 Year-End
| | Executive Compensation | 45 |
Outstanding Equity Awards at Fiscal 2025 Year-End
(3)The shares underlying the awards have fully vested. The awards were issued pursuant to the 2020 Plan. (4)The shares underlying the awards have fully vested. The awards were issued pursuant to the 2021 Plan. (5)The shares underlying the options vest over four years with 25% on the first anniversary of the vesting commencement date and thereafter in equal monthly installments. The options were issued pursuant to the 2021 Plan. (6)The shares underlying this restricted stock unit award vest over three years in equal annual installments from the vesting commencement date. The restricted stock unit award was issued pursuant to the 2021 Plan. (7)The shares underlying the options vest over three years in equal annual installments from the vesting commencement date. The options were issued pursuant to the 2021 Plan. (8)The shares underlying this performance based restricted stock unit award vest as follows: (i) 150,000 shall vest upon the achievement of a closing stock price equal to or exceeding $10.00 per share; (ii) 200,000 shall vest upon the achievement of a closing stock price equal to or exceeding $12.00 per share; (iii) 225,000 shall vest upon the achievement of a closing stock price equal to or exceeding $14.00 per share; (iv) 250,000 shall vest upon the achievement of a closing stock price equal to or exceeding $16.00 per share; (v) 300,000 shall vest upon the achievement of a closing stock price equal to or exceeding $18.00 per share; and (vi) 375,000 shall vest upon the achievement of a closing stock price equal to or exceeding $20.00 per share. For purposes of the foregoing, in the event that a closing stock price specified in clauses (ii) through (vi) above is achieved on a particular date without the prior achievement of one or more of the lower closing stock prices specified in clauses (i) through (v) above, all such lower closing stock prices shall be deemed achieved to the extent that any performance based restricted stock units do not become vested by the third anniversary of the grant date, any such unvested performance restricted stock units shall terminate and be immediately forfeited. The performance restricted stock unit award was issued pursuant to the 2021 Plan. (9)The shares underlying the options vest over four years in equal monthly installments from the vesting commencement date. The options were issued pursuant to the 2021 Plan. (10)The shares underlying this restricted stock unit award vest over three years with 1/3rd on the first anniversary of the vesting commencement date and thereafter in equal quarterly installments. The restricted stock unit award was issued pursuant to the 2021 Plan. (11)The shares underlying this performance based restricted stock unit award were subject to the achievement of certain performance conditions within a specified performance period. The performance conditions were not achieved within the applicable performance period, and accordingly, the award terminated and was forfeited. (12)The shares underlying the options vest over one year from the vesting commencement date. (13)The shares underlying this restricted stock unit award vest over one year from the commencement date.
Outstanding Equity Awards at Fiscal 2025 Year-End
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