DEF 14A of Immuneering Corp, Apr 20, 2026

DEF 14A of Immuneering Corp

Filed Apr 20, 2026 · FY20250001790340-26-000048

Open on EDGAR

  1. TO BE HELD ON JUNE 11, 2026

    | | Page | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 4 | | PROPOSAL 1 — ELECTION OF DIRECTORS | 9 | | Board Size and Structure | 9 | | Current Directors and Terms | 9 | | Nominees for Director | 9 | | Information About Board Nominees and Continuing Directors | 9 | | Nominees for Election to Three Year Terms Expiring at the 2029 Annual Meeting of Stockholders | 10 | | Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders | 10 | | Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders | 11 | | Board Recommendation | 11 | | PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 12 | | Appointment of Independent Registered Public Accounting Firm | 12 | | Independent Registered Public Accounting Firm Fees | 12 | | Pre-Approval Policy | 12 | | Board Recommendation | 13 | | Audit Committee Report | 13 | | EXECUTIVE OFFICERS | 14 | | CORPORATE GOVERNANCE | 16 | | Corporate Governance Guidelines | 16 | | Board Leadership Structure | 16 | | Director Independence | 16 | | Board Committees | 17 | | Board of Directors and Committee Meetings and Attendance | 19 | | Executive Sessions | 19 | | Director Attendance at Annual Meeting of Stockholders | 19 | | Director Nominations Process | 19 | | Board Role in Risk Oversight | 20 | | Committee Charters and Corporate Governance Guidelines | 20 | | Code of Business Conduct and Ethics | 21 | | Insider Trading Policy | 21 | | Anti-Hedging Policy | 21 | | Compensation Recovery Policy (Clawback Policy) | 21 | | Long-Term Incentive Compensation Grant Practices | 21 | | Stockholder Communications with Our Board of Directors | 21 | | EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 22 | | 2025 Summary Compensation Table | 22 | | Narrative to 2025 Summary Compensation Table | 22 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 25 | | Executive Compensation Arrangements | 25 | | Director Compensation | 27 | | 2025 Director Compensation Table | 28 | | EQUITY COMPENSATION PLAN INFORMATION | 29 | | STOCK OWNERSHIP | 31 | | Security Ownership of Certain Beneficial Owners and Management | 31 | | CERTAIN TRANSACTIONS WITH RELATED PERSONS | 33 | | Policies and Procedures Regarding Transactions with Related Persons | 33 | | Certain Related Person Transactions | 33 | | STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 35 | | HOUSEHOLDING OF PROXY MATERIALS | 35 | | 2025 ANNUAL REPORT | 36 |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  3. Board Size and Structure

    Board Size and Structure Our Certificate of Incorporation as currently in effect (“Certificate of Incorporation”) provides that the number of directors shall be established from time to time by our Board of Directors. Our Board has fixed the number of directors at seven, and we currently have six directors serving on the Board. Our Certificate of Incorporation provides that the Board of Directors be divided into three classes, designated as Class I, Class II and Class III. Each class of directors must stand for re-election no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board of Directors, provided that the term of each director will continue until the election and qualification of his or her successor and is subject to his or her earlier death, resignation, disqualification or removal. Generally, vacancies or newly created directorships on the Board of Directors will be filled only by an affirmative vote of the majority of the directors then in office and will not be filled by the stockholders, unless the Board determines by resolution that any such vacancy or newly created directorship will be filled by the stockholders. A director appointed by the Board of Directors to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation, retirement, disqualification or removal.

  4. Current Directors and Terms

    Current Directors and Terms Our current directors and their respective classes and terms are set forth below.

  5. Current Directors and Terms

    | Class I Director - Current Term Ending at 2028 Annual Meeting | Class II Director - Current Term Ending at 2026 Annual Meeting | Class III Director - Current Term Ending at 2027 Annual Meeting | | Diana F. Hausman, M.D. | Peter Feinberg | Robert J. Carpenter | | Thomas J. Schall, Ph.D. | Laurie B. Keating | Benjamin J. Zeskind, Ph.D. |

  6. Nominees for Director

    Nominees for Director Mr. Feinberg and Ms. Keating have been nominated by the Board of Directors to stand for election. As the directors assigned to Class II, Mr. Feinberg’s and Ms. Keating’s current terms of service will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Mr. Feinberg and Ms. Keating will each serve for a term expiring at the annual meeting of stockholders to be held in 2029 (the “2029 Annual Meeting”) subject to the election and qualification of their respective successor or until their respective earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board of Directors should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board of Directors’ discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board of Directors has no reason to believe that any of the nominees will be unable to serve. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.

  7. Information About Board Nominees and Continuing Directors

    Information About Board Nominees and Continuing Directors The following pages contain certain biographical information for each nominee for director and each director whose term as a director will continue after the Annual Meeting, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees display: personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees; skills and personalities that complement those of our other directors and that help build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a variety of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.

  8. Nominees for Election to Three Year Terms Expiring at the 2029 Annual Meeting of Stockholders

    Nominees for Election to Three Year Terms Expiring at the 2029 Annual Meeting of Stockholders

  9. Nominees for Election to Three Year Terms Expiring at the 2029 Annual Meeting of Stockholders

    | Class II Director Nominees | Age | Director Since | Current Position at Immuneering | | Peter Feinberg | 65 | January 2021 | Director | | Laurie B. Keating | 72 | March 2021 | Director |

  10. Nominees for Election to Three Year Terms Expiring at the 2029 Annual Meeting of Stockholders

    Peter Feinberg has served on our Board of Directors since January 2021. Mr. Feinberg was a Founding Member of Boxcar Partners, a venture capital investment firm with a focus on biotechnology investing, and has served as Partner there since 2019. Mr. Feinberg is also a Founder of Sporos Bioventures, LLC, a private biotechnology company focused on transforming the drug development process across oncology. In addition, he currently serves as Co-Founder of BridgeBio Pharma, Inc., a publicly traded biotechnology company focusing on genetic diseases, Boxcar PMJ LP and Emerging Security Solutions. He has more than three decades of experience in the financial services industry at Oppenheimer & Co. Inc. where he served as a Managing Director. Mr. Feinberg served on the board of directors of Notable Labs, LTD., a publicly traded biotechnology company, from September 2023 to October 2024. Mr. Feinberg received his B.S. in finance from Whittier College. We believe that Mr. Feinberg is qualified to serve on our Board of Directors due to his extensive leadership skills and experience in the financial and biotechnology industries. Laurie B. Keating has served on our Board of Directors since March 2021. Ms. Keating previously served as the Executive Vice President, Chief Legal Officer and Secretary of Alnylam Pharmaceuticals, Inc., from March 2019 until September 2021, and also served as its Senior Vice President, General Counsel and Secretary from September 2014 until March 2019. From September 2004 until January 2014, she served as the Senior Vice President, General Counsel and Secretary of Millennium Pharmaceuticals, Inc., a wholly owned oncology-focused subsidiary of Takeda Pharmaceutical Company Limited since 2008, and was the founding Chief Executive Officer and a member of the board of directors of Hydra Biosciences. Since December 2021 Ms. Keating has served on and currently chairs the board of directors of a clinical-stage biopharmaceutical company, PepGen Inc. (Nasdaq: PEPG), where she is also a member of the Audit and Nominating and Corporate Governance committees. From November 2021 until the company was acquired by Merck in January 2023, she served on the board of directors of Imago BioSciences (Nasdaq: IMGO), and from 2005 until March 2022 she served on the board of directors of MassBIO, a non-profit organization. Ms. Keating earned her A.B. in economics from the University of California, Berkeley and her J.D. from the University of California, Hastings College of the Law. We believe that Ms. Keating is qualified to serve on our Board of Directors due to her extensive leadership skills and experience in the biotechnology industry.

  11. Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders

    Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders

  12. Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders

    | Class III Directors | Age | Director Since | Current Position at Immuneering | | Robert J. Carpenter | 81 | May 2009 | Director | | Benjamin J. Zeskind, Ph.D. | 44 | February 2008 | Co-Founder, President, Chief Executive Officer, Director |

  13. Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders

    Robert J. Carpenter has served on our Board of Directors since May 2009 and previously served as Chair of the Board through December 2023. Mr. Carpenter also currently serves as Chairman and Co-Founder of Olaris, Inc., a privately held biotechnology company. From 1992 until 2015, he served as the Chief Executive Officer of Boston Medical Investors, Inc., a venture capital firm. Mr. Carpenter has founded and served in executive management and board roles at numerous biotechnology companies, including Hydra Biosciences LLC, Integrated Genetics and GelTex Pharmaceuticals, both of which merged with Genzyme Corporation, and VacTex Corp., which was acquired by Aquila Biopharmaceuticals, Inc. Mr. Carpenter also previously served as a director of Genzyme Corporation from 1994 to 2010 and of Moderna, Inc. prior to its initial public offering. Mr. Carpenter received his B.S. in engineering from the U.S. Military Academy at West Point, his M.S. in computer science from Stanford University and his M.B.A. from Harvard Business School. We believe that Mr. Carpenter is qualified to serve on our Board of Directors due to his extensive leadership skills and experience in the healthcare and biotechnology industries. Benjamin J. Zeskind, Ph.D. has served as our Co-Founder, President, Chief Executive Officer and a member of our Board of Directors since February 2008. Dr. Zeskind received his S.B. in electrical engineering and computer science and his Ph.D. in bioengineering from Massachusetts Institute of Technology, or MIT, and his M.B.A. from Harvard Business School, where he was recognized as a Baker Scholar, the highest award for distinction. We believe that Dr. Zeskind is qualified to serve on our Board of Directors due to his extensive experience in the pharmaceutical industry and in-depth knowledge of our business.

  14. Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders

    Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders

  15. Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders

    | Class I Directors | Age | Director Since | Current Position at Immuneering | | Diana F. Hausman, M.D. | 63 | January 2022 | Director | | Thomas J. Schall, Ph.D. | 66 | March 2024 | Chair of the Board of Directors |

  16. Class I Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders

    Diana F. Hausman, M.D. has served on our Board of Directors since January 2022. Dr. Hausman currently serves as a part-time consulting Chief Medical Officer for Reverb Therapeutics, a pre-clinical stage biotechnology company, a position she has held since September 2024. Previously, she was Chief Medical Officer at Zentalis Pharmaceuticals, Inc. ("Zentalis"), a position in which she served from January 2024 to August 2024, having previously served as a member of the Board of Directors at Zentalis from May 2023 until January 2024. Prior to Zentalis, Dr. Hausman served as the Chief Medical Officer of Link Immunotherapeutics from March 2022 to October 2023, and from June 2021 to March 2022 served as the Chief Medical Officer of Lengo Therapeutics ("Lengo"), a wholly-owned subsidiary of Blueprint Medicines Corporation. Prior to Lengo, Dr. Hausman served as Chief Medical Officer for Zymeworks Inc. from June 2016 to May 2021, and as Chief Medical Officer for Oncothyreon Inc. from 2009 to 2016. She also held positions of increasing responsibility at ZymoGenetics Inc., Berlex Inc., and Immunex Corporation, working across multiple indications, including oncology, hematology, hepatitis C and autoimmune disease. Dr. Hausman received her A.B. in biology from Princeton University, her M.D. from the University of Pennsylvania, and her internal medicine and specialty training in hematology and medical oncology at the University of Washington, Seattle. We believe Dr. Hausman is qualified to serve on our Board of Directors due to her extensive experience in the life sciences industry and her medical background. Thomas J. Schall, Ph.D. has served on our Board of Directors since March 2024, and as the Chair of the Board since September 2025. Dr. Schall founded ChemoCentryx, Inc. and served as its President, Chief Executive Officer and Chairman for 25 years until its acquisition by Amgen in 2022. From 1993 to 1997, Dr. Schall worked at the DNAX Research Institute (“DNAX”), a division of Schering-Plough Corporation. Prior to DNAX, he was a scientist with Genentech, Inc. Dr. Schall participated in early discoveries of chemokine system function and activities, and his laboratories have been responsible for the discovery or co-discovery of numerous known chemokine receptors. Dr. Schall received his B.S. in biology from Northern Illinois University and his Ph.D. in cancer biology from Stanford University. We believe that Dr. Schall is qualified to serve on our Board of Directors due to his extensive pharmaceutical industry and business experience.

  17. Compensation Committee

    Compensation Committee Our compensation committee is responsible for, among other things: •reviewing and approving, or recommending for approval by our Board of Directors, the compensation of our Chief Executive Officer and our other executive officers; •reviewing and approving or making recommendations to the Board of Directors regarding the Company’s equity incentive plans and administrating the Company’s equity incentive plans; •reviewing and making recommendations to our Board of Directors with respect to director compensation; •assisting with succession planning for the Chief Executive Officer and other executive officers; •overseeing our programs and policies regarding human capital management; •reviewing and discussing the results of our most recent stockholder advisory vote on executive compensation, if any such vote was held, and reviewing and recommending to our Board of Directors for approval the frequency with which we will conduct say on pay votes, to the extent applicable; •reviewing our compensation policies and practices and assessing whether such policies and practices are reasonably likely to have a material adverse effect on us by encouraging excessive risk-taking; •reviewing and discussing annually with management our “Compensation Discussion and Analysis”, to the extent required; and •preparing the annual compensation committee report required by SEC rules, to the extent required. Our compensation committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time as further described in its charter. Our compensation committee may also delegate to one or more of our executive officers the authority to grant equity awards to certain employees, as further described in its charter and subject to the terms of our equity plans and any such delegation. Our compensation committee currently consists of Robert J. Carpenter, Peter Feinberg, Diana F. Hausman, M.D., Laurie B. Keating and Thomas J. Schall, Ph.D., with Mr. Feinberg serving as chair. Our Board of Directors has determined that each member of our compensation committee qualifies as “independent” under Nasdaq’s heightened standards applicable to compensation committee members and as a “non-employee director” as defined in Section 16b-3 of the Exchange Act. Our Chief Executive Officer makes recommendations to the compensation committee regarding the compensation of our other executive officers. The compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. Before selecting any such consultant, counsel or advisor, the compensation committee reviews and considers the independence of such consultant, counsel or advisor in accordance with applicable Nasdaq rules. We must provide appropriate funding for payment of reasonable compensation to any advisor retained by the compensation committee. Compensation Consultant In accordance with its authority to retain consultants and advisors described above, the compensation committee has engaged Radford, an Aon Company (“Radford”), to provide executive and director compensation consulting services to the compensation committee. In 2025, Radford provided services to the compensation committee, which included providing information and data on current trends and developments in executive and director compensation, analyzing benchmarking data and evaluating our peer group composition. The compensation committee evaluated whether any of the work performed by Radford during 2025 raised any conflict of interest and determined that it did not.

  18. Long-Term Incentive Compensation Grant Practices

    Long-Term Incentive Compensation Grant Practices We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of equity compensation. Although we do not maintain a formal policy with respect to the timing of our equity award grants, the Compensation Committee typically grants annual equity awards at the Compensation Committee’s regularly scheduled meeting in February each year. Equity award grants may also be granted at the time of a hire or promotion or upon identification of a specific retention concern. During 2025, there were no equity awards granted to any named executive officer within a period of four business days preceding and one business day following the filing or furnishing of any Form 10-K, 10-Q or 8-K that disclosed material nonpublic information.

  19. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the 2025 Summary Compensation Table below. In 2025, our “named executive officers” and their positions were: •Benjamin J. Zeskind, Ph.D., Chief Executive Officer; •Brett Hall, Ph.D., Chief Scientific Officer; and •Michael D. Bookman, Chief Legal Officer.

  20. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  21. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Benjamin J. Zeskind, Ph.D. | 2025 | 641,493 | 423,385 | 579,504 | 16,230(3) | 1,660,612 | | President and Chief Executive Officer | 2024 | 616,820 | 308,410 | 1,003,776 | 16,086(4) | 1,945,092 | | Brett Hall, Ph.D. | 2025 | 733,468 | 264,048 | 289,752 | 2,236(5) | 1,289,504 | | Chief Scientific Officer | 2024 | 705,257 | 211,577 | 507,381 | 1,290(5) | 1,425,506 | | Michael D. Bookman | 2025 | 502,089 | 241,003 | 132,803 | 14,468(6) | 890,362 | | Chief Legal Officer | 2024 | 482,778 | 193,111 | 398,393 | 14,070(7) | 1,088,351 |

  22. 2025 Summary Compensation Table

    _____________ (1)The amounts reported represent discretionary annual bonuses paid in recognition of performance for the applicable year. Refer to the section titled “2025 Bonuses” below for additional information. (2)Amounts represent the full grant date fair value of stock options issued during the given year, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The assumptions used to calculate the grant date fair value of options are set forth in Note 9 to the financial statements included in our Annual Report. The amount listed for Mr. Bookman in 2024 also includes the incremental fair value of $37,914, computed as of the Repricing Effective Date (as defined below) in accordance with ASC Topic 718, as a result of the repricing of certain stock options held by Mr. Bookman in May 2024. Refer to the section titled “Repricing of Designated Underwater Stock Options” below for additional information. (3)The amount represents employer contributions under the Company’s 401(k) plan ($14,000), a Company-paid cell phone ($1,710) and Company-paid life insurance ($520). (4)The amount represents employer contributions under the Company’s 401(k) plan ($13,800), a Company-paid cell phone ($1,986) and Company-paid life insurance ($300). (5)The amount represents Company-paid life insurance. (6)The amount represents employer contributions under the Company’s 401(k) plan ($14,000) and Company-paid life insurance ($468). (7)The amount represents employer contributions under the Company’s 401(k) plan ($13,800) and Company-paid life insurance ($270).

  23. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  24. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Vesting Start Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | | Benjamin J. Zeskind, Ph.D. | 9/20/2019 | 203,500 | — | 3.01 | 12/15/2029 | | | 5/4/2021 | 175,000 | — | 9.74 | 5/5/2031 | | | 1/1/2022 | 44,665(1) | 950(1) | 10.63 | 2/9/2027 | | | 1/1/2022 | 153,224(1) | 3,261(1) | 9.66 | 2/9/2032 | | | 1/1/2023 | 15,863(1) | 5,893(1) | 4.68 | 2/15/2028 | | | 1/1/2023 | 256,844(1) | 95,400(1) | 4.25 | 2/15/2033 | | | 1/1/2024 | 7,865(1) | 8,549(1) | 6.70 | 2/8/2029 | | | 1/1/2024 | 117,053(1) | 127,233(1) | 6.09 | 2/8/2034 | | | 1/1/2025 | 110,000(1) | 370,000(1) | 1.91 | 2/5/2035 | | Brett Hall, Ph.D. | 5/5/2018 | 91,000 | — | 3.01 | 2/24/2029 | | | 11/1/2019 | 201,600 | — | 3.01 | 12/16/2029 | | | 5/4/2021 | 175,000 | — | 9.74 | 5/5/2031 | | | 1/1/2022 | 81,368(1) | 1,732(1) | 9.66 | 2/9/2032 | | | 1/1/2023 | 136,354(1) | 50,646(1) | 4.25 | 2/15/2033 | | | 1/1/2024 | 62,722(1) | 68,178(1) | 6.09 | 2/8/2034 | | | 1/1/2025 | 55,000(1) | 185,000(1) | 1.91 | 2/5/2035 | | Michael D. Bookman | 7/15/2021 | 101,116(2) | —(2) | 3.01 | 7/28/2031 | | | 1/1/2022 | 46,314(3) | 986(3) | 3.01 | 2/9/2032 | | | 1/1/2023 | 104,270(3) | 38,730(3) | 3.01 | 2/15/2033 | | | 1/1/2024 | 44,562(3) | 48,438(3) | 3.01 | 2/8/2034 | | | 1/1/2025 | 25,208(1) | 84,792(1) | 1.91 | 2/5/2035 |

  25. Outstanding Equity Awards at 2025 Fiscal Year-End

    _____________ (1)The option vests in 48 equal monthly installments with the first tranche vesting on February 1 of the year of grant, subject to continued employment through each applicable vesting date. (2)The option was repriced on May 21, 2024, as described above. The exercise price of the repriced option, after giving effect to the option repricing, is reflected in the table above due to achievement of the Retention Period End Date. If the option had been exercised prior to the Retention Period End Date, the exercise price would have been $15.00. For more information, see “Repricing of Designated Underwater Stock Options” above. (3)The option vests in 48 equal monthly installments with the first tranche vesting on February 1 of the year of grant, subject to continued employment through each applicable vesting date. The option was repriced on May 21, 2024, as described above. The exercise price of the repriced option, after giving effect to the option repricing, is reflected in the table above due to achievement of the Retention Period End Date. If the option had been exercised prior to the Retention Period End Date, the exercise price would have been: $9.66 for the option with a vesting start date of January 1, 2022; $4.25 for the option with a vesting start date of January 1, 2023; and $6.09 for the option with a vesting start date of January 1, 2024. For more information, see “Repricing of Designated Underwater Stock Options” above.

  26. Director Compensation

    Director Compensation We maintain a compensation program for our non-employee directors under which each non-employee director receives compensation for their services on our Board of Directors. The program is periodically reviewed by our compensation committee and our Board of Directors and for 2025 provided for equity and payments of the following amounts: •an option to purchase 66,700 shares of our Class A common stock upon the director’s initial election or appointment to our Board of Directors; •for a director who will continue to serve after our annual meeting of stockholders, an option to purchase 33,350 shares of our Class A common stock on the date of such annual meeting, provided that, if the director has been serving as a non-employee director for less than six months as of the date of such annual meeting, the number of shares underlying the option is reduced on a pro-rata basis based on the number of months such director has served as a non-employee director during the twelve month period ending on the date of such meeting; •an annual director fee of $40,000 (the “Base Retainer”); and •if the director serves on a committee of our Board of Directors or in the other capacities stated below, an additional annual fee as follows: •Chair of the Board of Directors or lead independent director, $30,000 (the “COB or LID Retainer”); •chair of the audit committee, $15,000; •audit committee member other than the chair, $7,500; •chair of the compensation committee, $10,000 (increased to $12,000 effective January 1, 2026); •compensation committee member other than the chair, $5,000 (increased to $6,000 effective January 1, 2026); •chair of the nominating and corporate governance committee, $8,000 (increased to $10,000 effective January 1, 2026); and •nominating and corporate governance committee member other than the chair, $4,000 (increased to $5,000 effective January 1, 2026). Beginning with annual retainer fees earned in 2024, each non-employee director may elect to receive an option to purchase shares of our Class A common stock (an “Elective Option”) in lieu of the entire amount of his or her Base Retainer and, if applicable, his or her COB or LID Retainer, in each case that will be earned in a given calendar year. For calendar year 2025, each of Ann E. Berman (a former director), Peter Feinberg, and Laurie B. Keating elected to receive an Elective Option in lieu of a cash Base Retainer and, in the case of Ms. Berman, also in lieu of a COB Retainer. Each non-employee director that elects to receive an Elective Option by no later than November 30 of the calendar year preceding the calendar year to which the election relates will receive an Elective Option on January 1 of the calendar year to which the election relates covering a number of shares determined in accordance with the non-employee director compensation program. If we increase the Base Retainer and/or the COB or LID Retainer during the calendar year to which an Elective Option relates, then the non-employee director will receive the applicable excess in cash. Stock options granted to our non-employee directors under the 2021 Plan pursuant to the non-employee director compensation program have an exercise price equal to the fair market value of our common stock on the date of grant, as determined under the 2021 Plan, and will expire not later than ten years after the date of grant. The stock options granted upon a director’s initial election or appointment vest in 36 substantially equal monthly installments following the date of grant. Elective Options vest as to 25% of the underlying shares on each quarterly anniversary of the date of grant. The stock options granted annually to directors vest in 12 substantially equal monthly installments following the date of grant. In addition, all unvested stock options vest in full upon the occurrence of a change in control. The vesting of the stock options is in all cases subject to the applicable non-employee director’s continuous service as a non-employee director through the applicable vesting date, provided that the vesting of any Elective Option issued in respect of the COB or LID Retainer is subject to the non-employee director’s continued service as the chair of the Board of Directors or lead independent director, as applicable. Additionally, effective as of August 12, 2025, any non-employee director who has served on the Board for at least three years may be eligible for an extension of the period to exercise stock options that have fully vested as of the date of such director’s termination of service to the Company. Director fees under the program are payable in arrears in four equal quarterly installments not later than the fifteenth day following the final day of each calendar quarter, provided that the non-employee director has not elected to receive an Elective Option in lieu thereof. The amount of each payment is prorated for any portion of a quarter that a director is not serving as non-employee member of our Board of Directors. Dr. Zeskind, our President and Chief Executive Officer, serves on our Board of Directors but does not receive additional compensation for his service as a director. Refer to the discussion of named executive officer compensation elsewhere in this section for information regarding Dr. Zeskind’s 2025 compensation.

  27. 2025 Director Compensation Table

    2025 Director Compensation Table

  28. 2025 Director Compensation Table

    | Name | Fees earned or paid in cash ($) | Option awards ($)(1) | All other compensation ($) | Total ($) | | Ann E. Berman(2) | 12,495 | 43,028 | — | 55,523 | | Robert J. Carpenter | 45,000 | 48,521 | — | 93,521 | | Peter Feinberg(3) | 14,924 | 88,455 | — | 103,379 | | Diana F. Hausman, M.D. | 53,000 | 48,521 | — | 101,521 | | Laurie B. Keating(3) | 18,356 | 88,455 | — | 106,811 | | Thomas J. Schall, Ph.D. | 56,372 | 48,521 | — | 104,893 |

  29. 2025 Director Compensation Table

    _____________ (1)Amounts represent the full grant date fair value of stock options issued during 2025, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The assumptions used to calculate the grant date fair value of all option awards made to our directors are set forth in Note 9 to the consolidated financial statements included in our Annual Report. (2)Former director. For calendar year 2025, this non-employee director elected to receive Elective Options, in the respective amounts of 23,485 and 17,614 shares of our Class A common stock, in lieu of a cash Base Retainer and a cash COB Retainer, respectively. For more information, see “Director Compensation” above. (3)For calendar year 2025, this non-employee director elected to receive an Elective Option, in the amount of 23,485 shares of our Class A common stock, in lieu of a cash Base Retainer. For more information, see “Director Compensation” above. The table below shows the aggregate numbers of option awards held as of December 31, 2025 by each non-employee director who served on our Board of Directors in 2025.

  30. 2025 Director Compensation Table

    | Name | Options outstanding at fiscal year end (exercisable) | Options outstanding at fiscal year end (unexercisable) | Unvested restricted shares outstanding at fiscal year end | | Ann E. Berman(1) | 119,528 | — | — | | Robert J. Carpenter | 192,878 | 16,675 | — | | Peter Feinberg | 223,242 | 16,675 | — | | Diana F. Hausman, M.D. | 98,910 | 16,675 | — | | Laurie B. Keating | 172,163 | 16,675 | — | | Thomas J. Schall, Ph.D. | 45,679 | 31,259 | — |

  31. 2025 Director Compensation Table

    (1)Former director.