DEF 14A of Zentalis Pharmaceuticals, Inc., Apr 30, 2026

DEF 14A of Zentalis Pharmaceuticals, Inc.

Filed Apr 30, 2026 · FY20250001725160-26-000027

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS In accordance with our Certificate of Incorporation, the Board is divided into three classes. We currently have six directors on our Board, with two directors in each of Classes I, II and III. One class is elected each year at the annual meeting of stockholders for a term of three years. David Johnson and Jan Skvarka, Ph.D., are the Class III directors whose terms expire at the 2029 Annual Meeting of Stockholders. On the recommendation of the Nominating and Corporate Governance Committee of the Board, or the Nominating Committee, the Board's nominees for election by the stockholders as the Class III directors are the two current Class III directors: Mr. Johnson and Dr. Skvarka. If elected, each Class III nominee will serve until the 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Our Certificate of Incorporation and Bylaws provide that the authorized number of directors may be changed from time to time by the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Vacancies or newly created directorships on the Board are filled exclusively by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, unless the Board determines by resolution that any such vacancy or newly created directorship shall be filled by the stockholders. A director elected to fill a vacancy will hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal. Our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors. If you submit a proxy but do not indicate any voting instructions, then the persons named as proxies will vote the shares of Common Stock represented thereby for the election as a Class III director of the person whose name and biography appears below. In the event that either Mr. Johnson or Dr. Skvarka should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board may elect to reduce its size. The Board has no reason to believe that either Mr. Johnson or Dr. Skvarka will be unable to serve if elected. Both Mr. Johnson and Dr. Skvarka have consented to being named in this Proxy Statement and to serve if elected.

  2. Recommendation of the Board

    Recommendation of the Board

  3. Recommendation of the Board

    | | The Board unanimously recommends a vote FOR the election of each of the below Class III director nominees. |

  4. Nominees for Class III Directors (terms to expire at the 2029 Annual Meeting of Stockholders)

    Nominees for Class III Directors (terms to expire at the 2029 Annual Meeting of Stockholders) The names of the nominees for Class III directors and certain information about each nominee are set forth below:

  5. Nominees for Class III Directors (terms to expire at the 2029 Annual Meeting of Stockholders)

    | Name | Age | Served as a Director Since | Position with Zentalis | | David Johnson | 61 | 2020 | Class III Director | | Jan Skvarka, Ph.D. | 59 | 2022 | Class III Director |

  6. Nominees for Class III Directors (terms to expire at the 2029 Annual Meeting of Stockholders)

    The biographical information about the Class III directors is set forth below.

  7. David Johnson

    David Johnson David Johnson has served as a member of our Board since January 2020. Mr. Johnson also served as the Chairperson of our Board from May 2022 to November 2024, and as the Lead Independent Director of our Board from April 2020 to May 2022. Mr. Johnson is Chief Executive Officer and a member of the Board of Directors of Solve Therapeutics, Inc., a venture backed start-up focused on developing next generation mAb based oncology therapeutics, a position he has held since July 2021. In addition, Mr. Johnson is a general partner at Velosity Capital, a position he has held since January 2022. Previously, Mr. Johnson served as Chief Executive Officer of VelosBio Inc., or VelosBio, an oncology-focused biopharmaceutical company that he founded in 2017, which was acquired by Merck & Co., Inc., or Merck, (NYSE: MRK) in December 2020. From 2013 to 2016, Mr. Johnson served as Chief Executive Officer of Acerta Pharma, LLC, an oncology-focused pharmaceutical company, which is now a member of the AstraZeneca Group (Nasdaq: AZN). Mr. Johnson has served as a member of the Board of Directors of Aura (Nasdaq: AURA), a biopharmaceutical company, since January 2021, and as Chairman of the Board of Directors of Aura since March 2021, as a member of the Board of Directors of Incisive Genetics Inc., a biotechnology company, since June 2022, and as a member of the Board of Directors of Sudo Biosciences, Inc., a biopharmaceutical company, since January 2021. Mr. Johnson has also served as the Chairman of the Board of Directors of Lengo Therapeutics, Inc., or Lengo, a precision oncology company, from March 2021 until it was acquired by Blueprint Medicines Corporation, or Blueprint (Nasdaq: BPMC), in December 2021, and as a member of the Board of Directors of Palleon Pharmaceuticals Inc., a biopharmaceutical company, from August 2021 to July 2025. Mr. Johnson received a bachelor's degree from Indiana University. We believe Mr. Johnson’s extensive and diverse expertise in the life sciences industry, including as an experienced executive of clinical-stage companies, qualifies him to serve on our Board. Jan Skvarka, Ph.D. Jan Skvarka, Ph.D., has served as a member of our Board since September 2022. From September 2019 to November 2021, Dr. Skvarka was the President, Chief Executive Officer, and a member of the Board of Directors of Trillium, a publicly traded, clinical-stage immuno-oncology company, which was acquired by Pfizer (NYSE: PFE) in November 2021. From 2014 to January 2019, Dr. Skvarka served as the President, Chief Executive Officer, and a member of the Board of Directors of Tal Medical Inc., a clinical-stage neuroscience company. Previously, Dr. Skvarka was a partner in the life sciences practice at Bain & Company in Boston, Massachusetts, and a manager at Price Waterhouse, Corporate Finance in London, United Kingdom, and Vienna, Austria. Dr. Skvarka has served as Chairman of DEM Biopharma, Inc. since March 2024, having previously served as Executive Chairman from March 2022 to March 2024, as a member of the Board of Directors of Monte Rosa Therapeutics, Inc. (Nasdaq: GLUE) since March 2023, and as a Senior Advisor to Sensible Biotechnologies, Inc. since March 2025. Dr. Skvarka is currently serving as a program advisor for the MS/MBA Biotechnology Life Sciences program at Harvard Business School. Dr. Skvarka holds an MBA from Harvard Business School and a Ph.D. in Economics from the University of Economics in Slovakia. We believe Dr. Skvarka is qualified to serve on our Board due to his operational, strategic, and financial experience in the biopharmaceutical industry.

  8. Continuing Members of the Board

    Continuing Members of the Board

  9. Class I Directors (terms to expire at the 2027 Annual Meeting of Stockholders)

    Class I Directors (terms to expire at the 2027 Annual Meeting of Stockholders) The current members of our Board who are Class I directors are as follows:

  10. Class I Directors (terms to expire at the 2027 Annual Meeting of Stockholders)

    | Name | Age | Served as a Director Since | Position with Zentalis | | Julie Eastland | 62 | 2024 | Class I Director, President and Chief Executive Officer | | Enoch Kariuki, Pharm.D. | 44 | 2021 | Class I Director |

  11. Class I Directors (terms to expire at the 2027 Annual Meeting of Stockholders)

    The biographical information about the Class I directors is set forth below.

  12. Julie Eastland

    Julie Eastland Julie Eastland has served as our President and Chief Executive Officer, and as a member of our Board, since November 2024. Previously she served as the President and Chief Executive Officer of Harpoon Therapeutics, Inc., or Harpoon, from November 2021, and a member of its Board of Directors from October 2018, in each case until Harpoon’s acquisition by Merck (NYSE: MRK) in March 2024. From October 2020 to November 2021, Ms. Eastland served as Chief Operating Officer and Chief Financial Officer of ReCode Therapeutics, Inc., or ReCode, a privately held genetics medicine company. Prior to ReCode, from October 2018 to February 2020, she served as Chief Financial Officer and Chief Business Officer of Rainier Therapeutics, Inc., or Rainier, a privately held biopharmaceutical company focused on bladder cancer. Before Rainier, she was Chief Financial Officer and Chief Business Officer of Cascadian Therapeutics, or Cascadian, a publicly traded biopharmaceutical company, from August 2010 to March 2018, when it was acquired by Seagen. Prior to Cascadian, Ms. Eastland served as Chief Financial Officer and Vice President of Finance and Operations of VLST Corporation, a privately held biotechnology company, and held various financial and strategic management positions at privately held and publicly traded biotechnology companies including Dendreon Pharmaceuticals LLC and Amgen Inc. (Nasdaq: AMGN). Ms. Eastland served as a member of the Board of Directors of Dynavax Technologies Corporation (Nasdaq: DVAX) until May 2025, and serves as a member of the Boards of Directors of Lantheus Holdings, Inc. (Nasdaq: LNTH) and Seismic Therapeutic, Inc. Ms. Eastland received an M.B.A. from Edinburgh University Management School and a B.S. in finance from Colorado State University. We believe Ms. Eastland’s extensive operational, strategic, and financial experience in the biopharmaceutical industry qualifies her to serve on our Board. Enoch Kariuki, Pharm.D. Enoch Kariuki, Pharm.D., has served as a member of our Board since February 2021. Dr. Kariuki has served as President of Endeavor BioMedicines, a clinical-stage biotechnology company developing novel therapies for fibrosis and oncology, since March 2024. In addition, Dr. Kariuki is a general partner at Velosity Capital, a position he has held since March 2021. Previously, from June 2021 to January 2022, Dr. Kariuki served as Chief Executive Officer of Lengo until its acquisition by Blueprint (Nasdaq: BPMC). Prior to Lengo, Dr. Kariuki served as Chief Financial Officer of VelosBio, an oncology-focused biopharmaceutical company, from July 2020 until its acquisition by Merck (NYSE: MRK) in December 2020. From June 2018 to February 2020, Dr. Kariuki served as Senior Vice President, Corporate Development at Synthorx, Inc., a clinical stage biotechnology company that was acquired by Sanofi SA (Nasdaq: SNY). From 2014 to April 2018, Dr. Kariuki served as Vice President at H.I.G. Capital, a private equity and alternative assets investment firm. Dr. Kariuki has been a member of the Board of Directors of Pheon Therapeutics, an oncology-focused biotechnology company, since September 2024. Dr. Kariuki also served as a member of the Board of Directors of ProfoundBio, Inc., a clinical-stage oncology company, from February 2024 until it was acquired by Genmab A/S (Nasdaq: GMAB) in May 2024, as a member of the Board of Directors of Endeavor from December 2023 until March 2024, when he transitioned to the role of President, and as a member of the Board of Directors and Chairperson of the Audit Committee of Imago Biosciences, Inc., a biopharmaceutical company, from February 2021 until it was acquired by Merck (NYSE: MRK) in January 2023. Dr. Kariuki received an M.B.A. from the Tuck School of Business at Dartmouth and a Pharm.D. from Texas Southern University. We believe Dr. Kariuki’s experience as a senior executive at large and small commercial and clinical-stage life sciences companies qualifies him to serve on our Board.

  13. Class II Directors (terms to expire at the 2028 Annual Meeting of Stockholders)

    Class II Directors (terms to expire at the 2028 Annual Meeting of Stockholders) The current members of our Board who are Class II directors are as follows:

  14. Class II Directors (terms to expire at the 2028 Annual Meeting of Stockholders)

    | Name | Age | Served as a Director Since | Position with Zentalis | | Scott Myers | 60 | 2024 | Class II Director, Chairperson | | Luke Walker, M.D. | 54 | 2024 | Class II Director |

  15. Class II Directors (terms to expire at the 2028 Annual Meeting of Stockholders)

    The biographical information about the nominees for director is set forth below.

  16. Scott Myers

    Scott Myers Scott Myers has served as a member of our Board and as the Chairperson of our Board since November 2024. Previously, Mr. Myers served as President, Chief Executive Officer and a member of the Board of Directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN) from February 2023 to November 2023. Prior to Viridian, Mr. Myers served as Chief Executive Officer and a member of the Board of Directors of AMAG Pharmaceuticals, Inc. from April 2020 until it was acquired by Covis Group S.à.r.l. in November 2020. Mr. Myers served as Chief Executive Officer and Chairman of the Board of Directors of Rainier Therapeutics, Inc., a private oncology-focused biotechnology company, from 2018 to 2020 when its lead asset was purchased by Fusion Pharmaceuticals Inc., and as President, Chief Executive Officer and a member of the Board of Directors of Cascadian, from 2016 until it was acquired by Seagen, Inc. (fka Seattle Genetics, Inc.), in 2018. Mr. Myers has served as Chairperson of the Board of Directors of Convergent Therapeutics, Inc. since March 2024, and as a member of the Board of Directors of Umoja Biopharma, Inc. since November 2024. Mr. Myers also served as Chairperson of the Board of Directors of Dynavax Technologies Corporation until Dynavax was acquired by Sanofi (Nasdaq: SNY) in February 2026 and as a member of the Board of Directors of Harpoon from August 2018, and as Chairman of Harpoon from October 2021, until Harpoon was acquired by Merck (NYSE: MRK), in March 2024. Mr. Myers previously served as a member of the Boards of Directors of Selecta Biosciences, Inc. from June 2019 until its merger with Cartesian Therapeutics, Inc. (Nasdaq: RNAC) in November 2023, and Trillium Therapeutics Inc., or Trillium, from April 2021 until its acquisition by Pfizer Inc., or Pfizer (NYSE: PFE), in November 2021, and as Chairperson of the Board of Directors of Ironshore Therapeutics Inc. from April 2022 until its acquisition by Collegium Pharmaceutical Inc. (Nasdaq: COLL) in September 2024, and Sensorion S.A. (EPA: ALSEN) from December 2021 to March 2023. Mr. Myers received a B.A. in Biology from Northwestern University and an M.B.A. from the Graduate School of Business (Booth) at the University of Chicago. We believe Mr. Myers’ experience in the biotechnology industry and his extensive experience in the leadership of both commercial and development stage biopharmaceutical companies qualify him to serve on our Board. Luke Walker, M.D. Luke Walker, M.D., has served as a member of our Board since May 2024. Dr. Walker has served as the Chief Medical Officer of Umoja Biopharma, Inc., a company focused on the development of in vivo CAR T cell therapeutics, since January 2025. He previously was the Chief Medical Officer of Harpoon, an oncology-focused biopharmaceutical company focused on the development of T-cell engagers in oncology, from October 2022 until Harpoon was acquired by Merck (NYSE: MRK) in March 2024. From March 2018 to September 2022, Dr. Walker served as Vice President, Clinical Development for Seagen, where he initially led the development of TUKYSA (tucatinib) and later, a portfolio of early stage programs. Prior to that, from 2011 to 2018, Dr. Walker held various roles in clinical development at Cascadian, a publicly traded biopharmaceutical company that was acquired by Seagen, culminating in his role as Senior Vice President, Clinical Development. Dr. Walker served as a medical oncologist and hematologist at Providence Regional Medical Center, Everett, WA, from 2007 to 2011 and at The Everett Clinic, Center for Cancer Care, from 2005 to 2007. Dr. Walker has served as a member of the Board of Directors of Context Therapeutics Inc. (Nasdaq: CNTX), an oncology-focused biopharmaceutical company, since September 2024. Dr. Walker is a current Diplomate of the American Board of Internal Medicine in Medical Oncology, with prior board certifications in Hematology and Internal Medicine. He completed fellowships in bone marrow and stem cell transplantation, and hematology and medical oncology at Oregon Health Sciences University. Dr. Walker received his M.D. from the University of Oklahoma Health Sciences Center and his B.A. in letters and French from the University of Oklahoma. Dr. Walker also completed the Stanford Graduate School of Business LGBTQ Executive Leadership Program in 2017. We believe Dr. Walker's extensive experience in the biopharmaceutical industry, particularly in oncology, makes him qualified to serve on our Board.

  17. Key Compensation Decisions and Actions in 2025

    Key Compensation Decisions and Actions in 2025 Specific elements of our named executive officer compensation program include the following: •Annual review of named executive officer base salaries, including to maintain reasonable positioning relative to our peer companies. •We provide a portion of our named executive officer compensation in the form of short-term incentive compensation (annual cash bonuses), which are based entirely on corporate performance goals established by the Board. Our executives make strategic decisions that influence the Company's annual and long-term performance, and we believe it is appropriate to reward performance against achievement of corporate performance goals. •We provide a significant portion of our named executive officer compensation in the form of long-term incentive compensation (stock option awards and restricted stock units, or RSUs) that vest over time. These equity awards align the interests of our named executive officers with our stockholders, as the value received by our executives upon vesting or exercise of these awards is directly tied to the value of our stock. Specifically, stock option awards provide value to our named executive officers only if our stock price increases following the date of grant, directly linking the interest of our named executive officers with those of our stockholders. The primary elements of our total direct compensation program for our named executive officers and a summary of the actions taken by the Board and/or Compensation Committee during 2025 are set forth below.

  18. Key Compensation Decisions and Actions in 2025

    | Base Salary | •None of our named executive officers received a base salary increase for 2025 •Ms. Eastland and Dr. Bruns, each of whom joined the Company in November 2024 and Mr. Bucher, who joined the Company in September 2025, each received a base salary set at the time of commencement of employment reflecting his or her experience and our desire to maintain reasonable positioning relative to our peer companies. •In 2025, we aimed for total cash compensation for our named executive officers to be above the market median, placing their salary levels between the 50th and 75th percentiles of similarly-situated executives at comparable companies based on our peer group. | | Short-Term Incentive Compensation - Annual Cash Bonus | •In 2025, the Board approved our 2025 corporate performance goals, each with its own weighting to reflect their importance to our business. These corporate performance goals related to clinical development, our future pipeline, regulatory, quality, culture/people, and financial objectives. •In January 2026, the Board reviewed our achievements against our 2025 corporate performance goals and determined that the Company had achieved 105% of our 2025 corporate performance goals. •The annual cash bonuses for our named executive officers who were employed at the end of January 2026, which bonuses were tied 100% to achievement of 2025 corporate performance goals, were paid out at 105% of target. | | Long-Term Incentive Compensation - Equity | •Stock option awards are an important vehicle for tying executive pay to performance, because they deliver future value only if the value of our Common Stock increases above the exercise price. As a result, they provide strong incentives for our named executive officers to increase the value of our Common Stock over the long term, and they tightly align the interests of our named executive officers with those of our stockholders. •RSUs are granted because they are less dilutive to our stockholders, as fewer shares of our Common Stock are granted to achieve an equivalent value relative to a stock option, and because RSUs are an effective retention tool that maintain value even where the stock price declines following the grant date of such awards. •In February 2025, the Compensation Committee granted annual stock option awardss and RSUs for our named executive officers, other than Mr. Bucher who joined the Company following such time. •Mr. Bucher, who commenced employment with us in September 2025, received a stock option award in connection with his commencement of employment, as approved by the Compensation Committee. |

  19. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table presents summary information regarding the compensation that was awarded to, earned by or paid to our named executive officers for services rendered for the years ended December 31, 2025 and 2024.

  20. 2025 Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($)(1) | Non-equity incentive plan compensation ($) | All other compensation ($) | Total ($) | | Julie Eastland (2) President and Chief Executive Officer | 2025 | 700,000 | - | 99,772 | 56,975 | 441,000 | 2,984 (3) | 1,300,731 | | | 2024 | 94,231 | 250,000 (4) | - | 7,791,824 | 52,471 | 383 (5) | 8,188,909 | | Ingmar Bruns, M.D. (6) Chief Medical Officer | 2025 | 530,000 | - | 27,937 | 15,954 | 278,250 | 17,702 (7) | 869,843 | | James Bucher (8) Chief Legal Officer and Corporate Secretary | 2025 | 144,231 | 50,000 (9) | - | 391,752 | 67,315 | 6,675 (10) | 659,973 | | Andrea Paul (11) Former Chief Legal Officer and Corporate Secretary | 2025 | 376,923 | - | 2,215,853 | 101,147 | - | 294,746 (12) | 2,988,669 | | | 2024 | 502,290 | - | 1,315,125 | 1,630,845 | 213,750 | 16,965 (13) | 3,678,975 | | Mark Lackner, Ph.D. (14) Former Chief Scientific Officer | 2025 | 153,553 | - | 547,602 | 64,807 | - | 463,387 (15) | 1,229,349 | | | 2024 | 484,397 | - | 2,287,890 | 1,793,146 | 205,632 | 17,757 (16) | 4,788,822 |

  21. 2025 Summary Compensation Table

    (1)Represents the grant date fair value of stock and option awards granted in the applicable fiscal year. In accordance with SEC rules, this column reflects the aggregate fair value of the awards granted to the named executive officers computed as of the applicable grant date in accordance with the FASB ASC 718. Assumptions used in the calculation of these amounts are included in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 26, 2026. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the vesting or exercise of the awards or the sale of the Common Stock underlying such awards. (2)Ms. Eastland joined the Company as President and Chief Executive Officer in November 2024. (3)For Ms. Eastland, includes: (i) cellular phone plan allowance of $1,400, and (ii) group term life insurance premiums paid by the Company of $1,584. (4)Represents a signing bonus paid to Ms. Eastland in connection with her commencement of employment with us in November 2024. (5)For Ms. Eastland, includes: (i) a cellular phone plan allowance of $200, and (ii) group term life insurance premiums paid by the Company of $183. (6)Dr. Bruns joined the Company as Chief Medical Officer in November 2024. Dr. Bruns was not a named executive officer in 2024. (7)For Dr. Bruns, includes: (i) cellular phone plan allowance of $1,400, (ii) group term life insurance premiums paid by the Company of $552, and (iii) 401(k) plan matching contributions paid by the Company of $15,750. (8)Mr. Bucher joined the Company as Chief Legal Officer and Corporate Secretary in September 2025. (9)Represents a signing bonus paid to Mr. Bucher in connection with his commencement of employment with us in September 2025. (10)For Mr. Bucher, includes: (i) cellular phone plan allowance of $450, (ii) group term life insurance premiums paid by the Company of $427 and (iii) 401(k) plan matching contributions paid by the Company of $5,798. (11)Ms. Paul became the Company's General Counsel and Corporate Secretary in August 2022 and its Chief Legal Officer and Corporate Secretary in February 2024. Ms. Paul resigned from these positions in September 2025. (12)For Ms. Paul, includes: (i) a cellular phone plan allowance of $950, (ii) group term life insurance premiums paid by the Company of $291, (iii) 401(k) plan matching contributions paid by the Company of $14,586, (iv) a lump sum cash separation payment in the amount of $225,000 (representing Ms. Paul's target annual bonus for 2025) in accordance with Ms. Paul's release agreement, and (v) $53,919 in fees for services paid by the Company to the law firm that Ms. Paul joined following her resignation. (13)For Ms. Paul, includes: (i) a cellular phone plan allowance of $1,200, (ii) group term life insurance premiums paid by the Company of $240, and (iii) 401(k) plan matching contributions paid by the Company of $15,525. (14)Dr. Lackner became the Company's Chief Translational Officer, Head of Biomarker Strategy in October 2022 and Chief Scientific Officer in December 2023. Dr. Lackner separated from the Company in April 2025. (15)For Dr. Lackner, includes (i) a cellular phone plan allowance of $400, (ii) group term life insurance premiums paid by the Company of $357, (iii) 401(k) plan matching contributions paid by the Company of $15,750, (iv) a lump sum cash separation payment in the amount of $432,909 (representing nine months' base salary based on Dr. Lackner's base salary rate in effect on April 25, 2025 plus a prorated portion of Dr. Lackner's target annual bonus for 2025) in accordance with Dr. Lackner's release agreement, and (v) $13,971 in fees for transitional services in accordance with Dr. Lackner's consulting agreement. (16)For Dr. Lackner, includes: (i) a cellular phone plan allowance of $1,200, (ii) group term life insurance premiums paid by the Company of $1,032, and (iii) 401(k) plan matching contributions paid by the Company of $15,525.

  22. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth specified information regarding the outstanding equity awards held by our named executive officers at December 31, 2025. All equity awards set forth in the following table were granted under our 2020 Incentive Award Plan (the "2020 Plan"), unless otherwise disclosed below.

  23. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable (1) | Number of securities underlying unexercised options (#) unexercisable (1) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | | Julie Eastland | 2/3/2025 | 12,372 | 47,016 | 1.68 | 2/2/2035 | — | — | | | 2/3/2025 | — | — | — | — | 59,388 | 80,174 | | | 12/2/2024 | 820,300 (4)(5) | 2,208,500 (4)(5) | 3.66 | 12/1/2034 | — | — | | Andrea Paul | 2/3/2025 | 25,982 | 98,732 | 1.68 | 2/2/2035 | — | — | | | 2/3/2025 | — | — | — | — | 934,041 | 1,260,955 | | | 2/1/2024 | 51,562 | 49,219 | 11.69 | 1/31/2034 | — | — | | | 2/1/2024 | 41,250 (6) | 39,375 (6) | 11.69 | 1/31/2034 | — | — | | | 2/1/2024 | — | — | — | — | 84,375 | 113,906 | | | 2/1/2023 | 41,945 | 17,272 | 23.65 | 1/31/2033 | — | — | | | 2/1/2023 | — | — | — | — | 20,392 | 27,528 | | | 8/1/2022 | 242,083 (4)(7) | 48,417 (4)(7) | 28.82 | 7/31/2032 | — | — | | Ingmar Bruns, M.D. | 2/3/2025 | 3,464 | 13,165 | 1.68 | 2/2/2035 | — | — | | | 2/3/2025 | — | — | — | — | 16,629 | 22,449 | | | 12/2/2024 | 193,009 (4)(8) | 519,641 (4)(8) | 3.66 | 12/1/2034 | — | — | | James Bucher | 10/1/2025 | — | 400,000 (4)(9) | 1.54 | 9/30/2035 | — | — | | Mark Lackner, Ph.D. | 2/3/2025 | 25,982 | 41,571 | 1.68 | 2/2/2035 | — | — | | | 2/3/2025 | — | — | — | — | 335,907 | 453,474 | | | 2/1/2024 | 64,625 | 47,000 | 11.69 | 1/31/2034 | — | — | | | 2/1/2024 | — | — | — | — | 70,500 | 95,175 | | | 1/2/2024 | 30,000 (10) | 18,750 (10) | 15.99 | 1/1/2034 | — | — | | | 1/2/2024 | — | — | — | — | 10,000 (10) | 13,500 | | | 2/1/2023 | 16,778 | 6,909 | 23.65 | 1/31/2033 | — | — | | | 2/1/2023 | — | — | — | — | 8,156 | 11,011 | | | 11/1/2022 | 170,208 (4)(11) | 44,792 (4)(11) | 25.60 | 10/31/2032 | — | — |

  24. Outstanding Equity Awards at Fiscal Year-End

    (1)Unless otherwise noted, the stock options vest and become exercisable in forty-eight consecutive equal monthly installments on each monthly anniversary of the grant dates, subject to the individual’s continued employment or service through the applicable vesting dates. In addition, our named executive officers may be eligible for accelerated vesting of under certain circumstances. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below. (2)Unless otherwise noted, represents RSUs which vest in four equal installments on each of the first four anniversaries of the grant dates, subject to the individual’s continued employment or service through the applicable vesting dates. In addition, named executive officers may be eligible for accelerated vesting of under certain circumstances. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below. (3)The market value per share was calculated based on the closing price per share of our Common Stock on December 31, 2025 ($1.35). (4)Granted under our 2022 Employee Incentive Award Plan, as amended (the "2022 Inducement Plan"). (5)Represents a stock option award granted to Ms. Eastland in connection with her appointment as President and Chief Executive Officer of the Company. The stock option awards vest and become exercisable in forty-eight consecutive equal monthly installments following the vesting commencement date of November 13, 2024, subject to Ms. Eastland's continued employment or service through the applicable vesting dates. (6)Represents a stock option award granted to Ms. Paul in connection with her appointment as Chief Legal Officer of the Company. (7)When granted, the stock option award was scheduled to vest and become exercisable with respect to 25% of the underlying shares on the one-year anniversary of the individual's start date, and with respect to the balance of the shares, in consecutive equal monthly installments over the following thirty-six months, subject to the individual’s continued employment or service through the applicable vesting dates. As previously disclosed in our 2023 proxy statement, such awards were modified in January 2023 to vest in forty-eight equal installments on each monthly anniversary of the named executive officer's start date. (8)Represents a stock option award granted to Dr. Bruns in connection with his appointment as Chief Medical Officer of the Company. The stock option award vests and becomes exercisable with respect to 25% of the underlying shares on the one-year anniversary of the vesting commencement date of November 13, 2024, and with respect to the balance of the shares, in consecutive equal monthly installments over the following thirty-six months, subject to Dr. Bruns’s continued employment or service through the applicable vesting dates. (9)Represents a stock option award granted to Mr. Bucher in connection with his appointment as Chief Legal Officer and Corporate Secretary of the Company. The stock option award vests and becomes exercisable with respect to 25% of the underlying shares on the one-year anniversary of the vesting commencement date of September 18, 2025, and with respect to the balance of the shares, in consecutive equal monthly installments over the following thirty-six months, subject to Mr. Bucher’s continued employment or service through the applicable vesting dates. (10)Represents a stock option award and RSUs granted to Dr. Lackner in connection with his appointment as Chief Scientific Officer of the Company. The stock option award vests and becomes exercisable in forty-eight consecutive equal monthly installments following the vesting commencement date of December 31, 2023, subject to Dr. Lackner's continued employment or service through the applicable vesting dates. The RSUs vest in four equal installments on each of the first four anniversaries of the vesting commencement date of December 31, 2023. (11)The stock option award vests and becomes exercisable in forty-eight consecutive equal monthly installments following the vesting commencement date of October 17, 2022, subject to Dr. Lackner's continued employment or service through the applicable vesting dates.

  25. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our Board may elect to provide our officers and other employees with non-qualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  26. Pay Versus Performance

    Pay Versus Performance The following table sets forth information concerning the compensation of our named executive officers for each of the fiscal years ended December 31, 2025, 2024, 2023 and 2022, and our financial performance for each such fiscal year. In this section, the principal executive officer is referred to as the "PEO."

  27. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (Julie Eastland)(1) ($) | Summary Compensation Table Total for PEO (Kimberly Blackwell)(2) ($) | Compensation Actually Paid to PEO (Julie Eastland)(3)(4) ($) | Compensation Actually Paid to PEO (Kimberly Blackwell)(3)(4) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3)(4) ($) | Value of Initial Fixed $100 Investment Based on: | Net (Loss) Income ($) | | | | | | | | | Total Shareholder Return(5) ($) | | | 2025 | 1,300,731 | — | (2,421,000) | — | 1,436,959 | 212,506 | 7 | (137,060,000) | | 2024 | 8,188,909 | 7,466,453 | 5,924,960 | (24,580,169) | 5,337,654 | (619,342) | 15 | (165,867,000) | | 2023 | — | 12,853,590 | — | 6,594,382 | 5,576,632 | 3,027,114 | 75 | (292,305,000) |

  28. Pay Versus Performance

    ______________________________ (1)Julie Eastland was appointed as President and Chief Executive Officer of the Company on November 13, 2024. (2)Kimberly Blackwell resigned as Chief Executive Officer of the Company effective November 13, 2024. (3)Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  29. Pay Versus Performance

    | Year | PEO(s) | Non-PEO Named Executive Officers | | 2025 | Julie Eastland | Ingmar Bruns, James Bucher, Andrea Paul, Mark Lackner | | 2024 | Julie Eastland, Kimberly Blackwell | Andrea Paul, Cam Gallagher, Diana Hausman, Mark Lackner | | 2023 | Kimberly Blackwell | Cam Gallagher, Andrea Paul, Melissa Epperly, Kevin Bunker and Iris Roth |

  30. Pay Versus Performance

    The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO Named Executive Officers” columns do not reflect the actual compensation paid to or realized by our PEOs or our non-PEO named executive officers during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See "—2025 Summary Compensation Table" for certain other compensation of our PEOs and our non-PEO named executive officers for each applicable fiscal year. The amounts reported in the "Compensation Actually Paid" columns represent the “Total” compensation reported in the 2025 Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  31. Pay Versus Performance

    | Adjustments | 2025 | | 2024 | | | 2023 | | | | Julie Eastland | Average Non-PEO Named Executive Officers | Julie Eastland | Kimberly Blackwell | Average Non-PEO Named Executive Officers | Kimberly Blackwell | Average Non-PEO Named Executive Officers | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(156,747) | $(841,263) | $(7,791,824) | $(5,182,129) | $(4,491,769) | $(11,680,083) | $(4,634,962) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 25,772 | 32,082 | 5,409,437 | 1,640,051 | 485,164 | 6,869,408 | 1,849,498 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 12,821 | 14,550 | 118,439 | 298,144 | 193,082 | 1,137,084 | 368,524 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (2,321,134) | (264,294) | — | (4,186,750) | (1,919,130) | (3,450,560) | (420,993) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (1,282,445) | (115,117) | — | (3,378,771) | (549,691) | 864,943 | 288,415 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | (50,410) | — | (23,185,118) | — | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | — | 1,947,951 | 325,348 | — | — | | Total Adjustments | (3,721,731) | (1,224,452) | (2,263,949) | (32,046,622) | (5,956,996) | (6,259,208) | (2,549,518) | | Compensation Actually Paid | $(2,421,000) | $212,506 | $5,924,960 | $(24,580,169) | $(619,342) | $6,594,382 | $3,027,114 |

  32. Pay Versus Performance

    (4)Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting RSU and restricted stock awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for solely service-vesting stock option awards, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award in the case of underwater stock option awards and, in the case of in-the-money awards, an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied by the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%; and (iii) for performance-based stock option awards, the same valuation methodology as service-vesting stock option awards above except that the year end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to consolidated financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2025 and prior fiscal years. (5)For the relevant fiscal year, represents the cumulative total shareholder return, or TSR, on our Common Stock through December 31, 2025, 2024, 2023 and 2022. TSR amounts reported in this table assume (i) an initial fixed investment of $100 on December 30, 2022, (ii) our closing sales price on December 30, 2022 of $20.14 per share as the initial value of our Common Stock, and (iii) that all dividends were reinvested, although dividends have not been declared on our Common Stock.

  33. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  34. Director Compensation Table

    Director Compensation Table The following table presents summary information regarding the total compensation that was awarded to, earned by or paid to our non-employee directors for services rendered during the year ended December 31, 2025. Ms. Eastland, our President and Chief Executive Officer did not receive any additional consideration for her service as a director, and her compensation for 2025 is disclosed in “Executive Compensation” above.

  35. Director Compensation Table

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | Total ($) | | David Johnson | 52,846 | 86,405 | 139,251 | | Enoch Kariuki, Pharm.D. | 65,000 | 86,405 | 151,405 | | Scott Myers | 97,731 | 86,405 | 184,136 | | Jan Skvarka, Ph.D. | 65,000 | 86,405 | 151,405 | | Karan Takhar (2) | — | — | — | | Luke Walker, M.D. | 58,861 | 86,405 | 145,266 |

  36. Director Compensation Table

    (1)Represents the grant date fair value of RSUs granted in the applicable fiscal year. In accordance with SEC rules, this column reflects the aggregate fair value of the awards granted to the directors computed as of the applicable grant date in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 26, 2025. These amounts do not reflect the actual economic value that will be realized by the directors upon the vesting or exercise of the awards or the sale of the Common Stock underlying such awards. As of December 31, 2025, the individuals listed in the table above held the following unvested equity awards: Mr. Johnson held 57,603 RSUs; Dr. Kariuki held 57,603 RSUs; Mr. Myers held 231,065 RSUs; Dr. Skvarka held 57,603 RSUs; and Dr. Walker held 105,924 RSUs. (2)Mr. Takhar waived receipt of any compensation for his service as a non-employee director during 2025 and did not hold any unvested equity awards as of December 31, 2025. Mr. Takhar resigned from his position as a member of the Board of Directors, effective December 15, 2025.

  37. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We maintain a non-employee director compensation program that provides for annual retainer fees and/or long-term equity awards for our non-employee directors.