DEF 14A of Tarsus Pharmaceuticals, Inc., Apr 28, 2026

DEF 14A of Tarsus Pharmaceuticals, Inc.

Filed Apr 28, 2026 · FY20250001819790-26-000028

Open on EDGAR

  1. Table of Contents

    | | Page | | QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING | 1 | | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 5 | | DIRECTOR COMPENSATION | 14 | | EXECUTIVE COMPENSATION AND RELATED INFORMATION | 15 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 34 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 35 | | SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 37 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 38 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 39 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 40 | | PROPOSAL 1 | 41 | | PROPOSAL 2 | 43 | | PROPOSAL 3 | 44 | | Ratification of Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 | 44 | | Other Matters | 45 |

  2. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS Our directors and executive officers, and certain information about each of them as of April 27, 2026 are set forth below.

  3. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position(s) with Tarsus | | Executive Officers: | | | | Bobak Azamian, M.D., Ph.D. | 48 | President, Chief Executive Officer and Chairman | | Jeffrey Farrow | 64 | Chief Financial Officer and Chief Strategy Officer | | Seshadri Neervannan, Ph.D. | 57 | Chief Operating Officer | | Aziz Mottiwala, MBA | 48 | Chief Commercial Officer | | Bryan Wahl, M.D., J.D. | 48 | General Counsel and Secretary | | Dianne Whitfield, MSW | 49 | Chief Human Resources Officer | | Elizabeth Yeu-Lin, M.D. | 47 | Chief Medical Officer | | Non-Employee Directors: | | | | Wendy Yarno, MBA | 71 | Lead Independent Director | | Bhaskar Chaudhuri, Ph.D. | 71 | Director | | Andrew Goldberg, M.D. | 44 | Director | | William J. Link, Ph.D. | 80 | Director | | Scott Morrison | 68 | Director | | Katherine Goodrich, M.D. | 57 | Director | | David E.I. Pyott, MBA | 72 | Director |

  4. Non-Employee Directors

    Non-Employee Directors Wendy Yarno, MBA has served as a member of our Board of Directors since November 2020, and as our Lead Independent Director since December 2022. Ms. Yarno retired in September 2008 from Merck & Co., Inc. (“Merck”), a pharmaceutical company, following a 26-year career there in commercial and human resource positions of increasing seniority, most recently chief marketing officer before she retired. In that role, Ms. Yarno led a global organization charged with all aspects of supporting pre- and post-launch commercialization of pharmaceuticals in more than 20 therapeutic areas. Prior to this role, she served as General Manager, Cardiovascular and Metabolic U.S. Business Unit, and as Senior Vice President, Human Resources. After retiring from Merck, Ms. Yarno worked part-time as the chief marketing officer of HemoShear Therapeutics, LLC, a biotechnology research company and leading developer of human cell-based surrogate systems for discovery and assessment of new drug compounds. She currently serves as a director at various public companies, including Ideaya Biosciences Inc. since December 2019, Inovio Pharmaceuticals, Inc. since December 2017, and Iovance Biotherapeutics, Inc. since May 2023 (Ms. Yarno has decided not to stand for re-election on the Iovance Biotherapeutics, Inc. board of directors). She previously served as a director of Global Blood Therapeutics, Inc., from November 2017 until October 2022, MyoKardia, Inc. from March 2017 until November 2020, St. Jude Medical, Inc., Medivation, Inc., Aratana Therapeutics, Inc., Alder BioPharmaceuticals, Inc., and Durata Therapeutics, Inc. She also has past experience as a director for several private company boards. Ms. Yarno holds a B.S. in business administration from Portland State University and an MBA from Temple University. We believe Ms. Yarno’s qualifications to serve on our Board of Directors include her operational, commercial and human resource experience in biotechnology and pharmaceutical companies, as well as her experience as a director of multiple biotechnology and pharmaceutical companies. Bhaskar Chaudhuri, Ph.D. has served as a member of our Board of Directors since December 2019. Dr. Chaudhuri has more than 20 years’ experience in pharmaceutical management, research and development. Since June 2011, he has served various roles at Frazier Healthcare Ventures, currently as a Senior Advisor and previously as an Operating Partner. Prior to that time, Dr. Chaudhuri served as President of Valeant Pharmaceuticals International, Inc. (“Valeant,” now Bausch Health) from January 2009 to September 2010. Prior to joining Valeant, Dr. Chaudhuri served for seven years as President and Chief Executive Officer of Dow Pharmaceutical Sciences, Inc. (“Dow”) and as a member of its board of directors from 2003 to 2008, at which time Dow was acquired by Valeant. Prior to that, Dr. Chaudhuri served as Executive Vice President of Scientific Affairs at Bertek Pharmaceuticals Inc. (“Bertek”), a subsidiary of Mylan N.V. (“Mylan”), from 1998 to 2000. Prior to his positions at Bertek, Dr. Chaudhuri served as the General Manager of the Dermatology Division of Mylan. Dr. Chaudhuri joined Mylan through the acquisition of Penederm, Inc., where he worked from 1992 to 1998 in a number of senior positions before becoming the Vice President of Research and Development. Dr. Chaudhuri previously served on the board of directors of Arcutis Biotherapeutics, Inc., from June 2016 to December 2025, Teligent Pharmaceuticals, Inc. from November 2010 to July 2021, Sudo Biosciences from May 2021 to January 2024, Vyome Biosciences, Ltd., and Corium International, Inc. He also serves on the Advisory Board of the Berman Institute of Johns Hopkins University. Dr. Chaudhuri holds a Bachelor of Science degree in Pharmacy and an M.S. in Industrial Pharmacy from Jadavpur University and a Ph.D. in Pharmaceutics form the University of Louisiana. We believe Dr. Chaudhuri’s qualifications to serve on our Board of Directors include his many years of experience in the pharmaceutical industry, including his prior positions in senior executive roles at major pharmaceutical companies. Andrew Goldberg, M.D. has served as a member of our Board of Directors since August 2020. Since April 18, 2026, Dr. Goldberg has served as Chief Executive Officer, President, and a member of the board of directors of Achieve Life Sciences, Inc. From March 2021 to April 2026, Dr. Goldberg has served as a managing director at Marshall Wace LLP, a leading asset manager, and helped lead the XO Healthcare Innovation Fund. Prior to this, Dr. Goldberg served as a principal and subsequently partner of Vivo Capital, a global healthcare investment firm that focuses exclusively on the life sciences industry, from February 2016 to March 2021. Prior to this, Dr. Goldberg was a consultant at McKinsey & Company, where he served pharmaceutical, medical device, and biotechnology companies across a range of strategy, M&A, sales, marketing, and product development topics. Dr. Goldberg is a U.S. board-certified physician in both Critical Care Medicine and Emergency Medicine. He has served as an Instructor in Medicine at the Mayo Clinic College of Medicine in Rochester, MN, where he also completed a fellowship in Critical Care Medicine and served as an Attending Physician in the Department of Emergency Medicine. Prior to this, he completed Emergency Medicine residency training at Los Angeles County + University of Southern California Medical Center (LAC+USC). His research has spanned a variety of topics, from traumatic brain injury and cardiac arrest to biomarker analysis and healthcare quality. He has over 25 scientific publications in leading peer-reviewed journals, including the Journal of the American Medical Association, Resuscitation, and the Cleveland Clinic Journal of Medicine. Dr. Goldberg received his M.D. from The George Washington University School of Medicine in Washington, DC, and a post-doctoral diploma in translational science from the Mayo Graduate School. He has held prior academic and clinical appointments at Oregon Health & Science University, the University of Arizona, the Washington Township Medical Foundation, and the Banner Health System. We believe Dr. Goldberg’s qualifications to serve on our Board of Directors include his many years of experience in strategy and product development in the pharmaceutical industry, and his experience investing in pharmaceutical companies.

  5. Non-Employee Directors

    William J. Link, Ph.D. has served as a member of our Board of Directors since January 2017. Dr. Link is a managing director and co-founder of both Flying L Partners, a venture capital firm formed in 2016 to focus on investing primarily in the ophthalmic space, and Versant Venture Management LLC (“Versant”), a life science venture capital firm investing in early stage healthcare companies. Dr. Link has also served as the Chairperson of the board of directors of Lensar Inc. since November 2017 and RxSight, Inc. since November 2016. Prior to co-founding Versant in 1999, Dr. Link was a general partner at Brentwood Venture Capital. From 1987 to 1997, Dr. Link was founder, chairman, and Chief Executive Officer of Chiron Vision Corporation (acquired by Bausch & Lomb Surgical, Inc.). He also founded and served as President of American Medical Optics (acquired by Allergan). Dr. Link served as a director of Advanced Medical Optics (acquired by Abbott Laboratories) from 2002 to 2009 and Inogen, Inc. from 2003 to February 2014. Before entering the healthcare industry, Dr. Link was an assistant professor in the Department of Surgery at the Indiana University School of Medicine. He has been a member of the boards of directors of Edwards Lifesciences Corporation from May 2009 to May 2021, Second Sight Medical Products, Inc. from 2003 to May 2020, Glaukos Corporation from June 2001 to December 2021, and Oyster Point Pharma, Inc. from July 2015 to March 2022. Dr. Link is also a member of the board of directors of several private companies. Dr. Link holds a B.S., an M.S., and a Ph.D. in mechanical engineering from Purdue University. We believe Dr. Link is qualified to serve on our Board of Directors because of his extensive experience in successfully commercializing products in the medical device industry, as well as his prior experience on the boards of U.S. public companies. Scott Morrison has served as a member of our Board of Directors since October 2022. Mr. Morrison was a partner at Ernst & Young and was the US Life Sciences Leader from 1996 until his retirement in 2015. Mr. Morrison has served public and private companies in the life sciences industry since 1980. During his tenure at Ernst & Young, he worked on hundreds of public and private financings, M&A transactions, and corporate collaborations. Mr. Morrison serves on the board of directors of Zai Labs, Inc. since October 2021 (where he also chairs the audit committee), Vera Therapeutics, Inc. since April 2020 (where he also chairs the audit committee), and Ideaya Biosciences since 2018 (where he also chairs the audit committee and is a member of the nominating and governance committee). He previously served on the board of directors, chaired the audit committee, and was a member of the compensation committee of Corvus Pharmaceuticals from January 2016 to April 2026, on the board of directors and was the chair of the audit committee of Global Blood Therapeutics (acquired by Pfizer) from January 2016 to October 2022, and served as a director and audit committee member of Audentes, Inc., from January 2016 until its sale to Astellas in January 2020. Mr. Morrison has also served as a director on several life sciences industry boards, including the Biotechnology Innovation Organization ECS Board, the Bay Area Biosciences Board (now CLSA), the Life Sciences Foundation, and the Biotechnology Institute. Mr. Morrison was awarded the CLSA Pantheon 2016 Life Sciences Leadership Award. Mr. Morrison holds a BS in Business Administration from the Haas School of Business at University of California, Berkeley, and is a certified public accountant (inactive). We believe Mr. Morrison is qualified to serve on our Board due to his decades of experience serving life sciences companies, leadership in public accounting, as well as a director and audit chair of several public companies. Katherine Goodrich, M.D. has served as a member of our Board of Directors since November 2024. Dr. Goodrich currently serves as Executive in Residence at Optum, where she acts as a mentor and advisor to medical professionals across the organization. In this role, she supports clinician enablement and continuous clinical learning, and helps to uphold the highest standards of clinical excellence in the delivery of care to patients. Dr. Goodrich previously served as the Chief Medical Officer for Humana Inc. from August 2022 to October 2025, where she provided executive clinical leadership for the insurance and CenterWell businesses of Humana and oversaw physician engagement, healthcare research, health equity and social impact initiatives. Previously, she served as the Senior Vice President for Clinical Analytics and Trend within Humana's Clinical Solutions organization from March 2020 to August 2022, where she was accountable for producing the business analytics and rapid learnings approach for clinical programs designed to improve outcomes at lower cost. Prior to joining Humana, Dr. Goodrich served at the Centers for Medicare and Medicaid Services (CMS), where she was the Director of the Center for Clinical Standards and Quality and CMS Chief Medical Officer. For more than 25 years, Dr. Goodrich has served as a faculty member, and continues to practice clinical medicine as a hospitalist and professor of medicine at the George Washington University Medical Center. Dr. Goodrich currently serves on the boards of the National Quality Forum, the Institute for Accountable Care and the Delaware Valley ACO. She earned her M.D. from Louisiana State University School of Medicine and her master's in health services research from Yale University. We believe Dr. Goodrich is qualified to serve on our Board due to her executive operational experience with value-based care at a private payor, in the federal government, as well as a clinician. David E.I. Pyott, MBA has served as a member of our Board of Directors since February 2026. Mr. Pyott served as the Chief Executive Officer of Allergan, Inc., or Allergan, a global specialty pharmaceutical and medical device company, from January 1998 to March 2015 and as the Chair of Allergan’s board of directors from March 2001 until March 2015. Prior to Allergan, Mr. Pyott served as the Head of the Nutrition Division at Novartis AG, a global healthcare company, and as a member of the Executive Committee of Switzerland-based Novartis AG. Mr. Pyott has also served as a director of Alnylam Therapeutics, Inc. since December 2015 and Pliant Therapeutics, Inc. since January 2021 (Mr. Pyott has decided not to stand for re-election on the Pliant Therapeutics, Inc. board of directors). Previously, Mr. Pyott served as a director of BioMarin Pharmaceutical Inc. from January 2016 to May 2025 and as a member of the Supervisory Board of Royal Philips in the Netherlands from May 2015 to May 2025. Mr. Pyott currently serves as chairperson of the Governing Board of the London Business School, a Trustee of the California Institute of Technology, and Vice President of the Ophthalmology Foundation. He holds a Diploma in International and European Law from the Europa Institute at the University of Amsterdam, an Honorary Degree in Medicine and a Master of Arts degree from the University of Edinburgh, and a Master of Business Administration degree from the London Business School. Mr. Pyott is qualified to serve on our Board due to his substantial successful executive operational experience in the pharmaceutical industry and public company governance experience from serving on the boards of several large public companies. There are no family relationships among any of our directors or executive officers.

  6. Director Independence

    Director Independence As required under the listing standards of Nasdaq, a majority of the members of a listed company’s board of directors must be independent. Management and outside counsel have reviewed the directors’ responses to a questionnaire asking about their transactions, relationships and arrangements with us (and those of their immediate family members) and other potential conflicts of interest. Other than as set forth in this proxy statement, these questionnaires did not disclose any transactions, relationships, or arrangements that question the independence of our directors or director nominees. After reviewing this information, our Board of Directors affirmatively determined that Ms. Yarno, Dr. Chaudhuri, Dr. Goldberg, Dr. Goodrich, Dr. Link, Mr. Morrison, and Mr. Pyott, representing all of our non-employee directors are independent directors within the meaning of the applicable Nasdaq listing standards. The independent members of our Board of Directors hold separate regularly scheduled executive session meetings at which only independent directors are present.

  7. Information Regarding the Board of Directors and its Committees

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

  8. Information Regarding the Board of Directors and its Committees

    | Name | Audit | Compensation | Nominating and Corporate Governance | Science and Technology | Commercial | | Bhaskar Chaudhuri, Ph.D. | | X | X | X* | | | Andrew Goldberg, M.D. | X | | X | X | | | Katherine Goodrich, M.D. | X | | | | X | | William J. Link, Ph.D. | | X | X* | X | | | Scott Morrison | X* | | | | X | | Wendy Yarno, MBA | | X* | | | X* |

  9. Information Regarding the Board of Directors and its Committees

    *Committee Chair. The following table provides membership information for each of such Board committees as of April 27, 2026:

  10. Information Regarding the Board of Directors and its Committees

    | Name | Audit | Compensation | Nominating and Corporate Governance | Science and Technology | Commercial | | Bhaskar Chaudhuri, Ph.D. | | X | X | X* | | | Andrew Goldberg, M.D. | X | | X | X | | | Katherine Goodrich, M.D. | X | | | | X | | William J. Link, Ph.D. | | X | X* | X | | | Scott Morrison | X* | | | | X | | David E.I. Pyott, MBA | | X | X | | X* | | Wendy Yarno, MBA | | X* | | | X |

  11. Information Regarding the Board of Directors and its Committees

    _____________ *Committee Chair. Below is a description of each committee of our Board. Our Board has determined that each member of the audit, compensation and nominating and corporate governance committees meets the applicable rules and regulations regarding “independence” and also that each member of our audit committee, compensation committee, and nominating and corporate governance committee is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company. Audit Committee The members of our audit committee are Mr. Morrison, Dr. Goldberg, and Dr. Goodrich. Each member of our audit committee (i) can read and understand fundamental financial statements, and (ii) is independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to audit committee members. Mr. Morrison chairs the audit committee. Our Board of Directors has determined that Mr. Morrison qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq. Please also see the report of the audit committee set forth elsewhere in this proxy statement. Our audit committee assists our Board of Directors’ oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications, independence and performance of the independent registered public accounting firm, the design and implementation of our internal audit function, risk assessment, and risk management. Among other things, our audit committee is responsible for reviewing and discussing with our management the adequacy and effectiveness of our disclosure controls and procedures. The audit committee also discusses with our management and independent registered public accounting firm the annual audit plan and scope of audit activities, scope and timing of the annual audit of our financial statements, and the results of the audit, quarterly reviews of our financial statements and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing and overseeing procedures for the receipt, retention and treatment of any complaints reporting accounting, internal accounting controls or auditing matters, as well as for the confidential and anonymous submissions by our employees of concerning questionable accounting or auditing matters. In addition, our audit committee has direct responsibility for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. Our audit committee has sole authority to approve the hiring and discharging of our independent registered public accounting firm, all audit engagement fees and terms and all permissible non-audit engagements with the independent auditor. Our audit committee will review and oversee all related person transactions in accordance with our policies and procedures. Our audit committee charter can be found on the corporate governance section of our corporate website at www.tarsusrx.com. Each of Ms. Crane, Ms. Yarno, Mr. Morrison and Dr. Goodrich served on the audit committee of our Board of Directors during 2025. Ms. Crane served as a member of the audit committee of our Board of Directors through her resignation date on January 17, 2025. The audit committee met four times during 2025. Compensation Committee The members of our compensation committee are Dr. Chaudhuri, Ms. Yarno, Dr. Link, and Mr. Pyott. Ms. Yarno chairs the compensation committee. Each member of our compensation committee is independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to compensation committee members, is a “non-employee director,” as defined in Rule 16b-3 adopted under Section 16 of the Exchange Act and an “outside director” under Regulation Section 1.162-27 adopted under Section 162(m) of the Code of 1986, as amended. Our compensation committee assists our Board of Directors with its oversight of the forms and amount of compensation for our executive officers as well as our non-employee directors, and the administration of our incentive plans for employees and other service providers, including our equity incentive plans, and certain other matters related to our compensation programs. Our compensation committee has the authority to engage the services of outside consultants and advisors to assist it in making decisions regarding our executive compensation programs. Our compensation committee has retained Pay Governance LLC ("Pay Governance") to advise the compensation committee regarding the compensation of our executive officers and non-employee directors, including market trends and best practices. The compensation committee believes that Pay Governance's expertise in the life sciences industry provides the compensation committee with relevant and targeted advice, and that Pay Governance is independent and that their work has not raised any conflicts of interest. In establishing compensation amounts for executives, our compensation committee seeks to support our overall business strategy and objectives, attract and retain key executives, link compensation with business objectives and organizational performance, and provide competitive compensation opportunities. The compensation committee may form subcommittees and delegate its power and authority to such subcommittees. A more detailed description of the compensation committee’s functions can be found in our compensation committee charter. The charter is published in the corporate governance section of our website at www.tarsusrx.com. Each of Dr. Chaudhuri, Ms. Yarno, and Dr. Link served on the compensation committee of our Board of Directors during 2025. The compensation committee met five times during 2025. Nominating and Corporate Governance Committee The members of our nominating and corporate governance committee are Dr. Chaudhuri, Dr. Goldberg, Dr. Link, and Mr. Pyott. Dr. Link chairs the nominating and corporate governance committee. Our nominating and corporate governance committee assists our Board of Directors with its oversight of and identification of individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors, and selects, or recommends that our Board of Directors select, director nominees; develops and recommends to our Board of Directors a set of corporate governance guidelines; and oversees the evaluation of our Board of Directors. Our nominating and corporate governance committee charter can be found on the corporate governance section of our corporate website at www.tarsusrx.com. Each of Dr. Chaudhuri, Dr. Goldberg, and Dr. Link served on our nominating and corporate governance committee during 2025. All members of our nominating and corporate governance committee are independent as currently defined under Nasdaq listing standards. Our nominating and corporate governance committee met four times during 2025.

  12. Information Regarding the Board of Directors and its Committees

    Our nominating and corporate governance committee believes that the minimum qualifications and skills that candidates for director should possess include (a) the highest professional and personal ethics and values, (b) a commitment to enhancing stockholder value and (c) sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. The committee also considers the following factors, in no particular order of importance: (a) various and relevant career experience, (b) relevant skills, such as an understanding of the Company’s business, (c) financial expertise and operations expertise, (d) clinical development and commercial experience, (e) business development and strategy experience, (f) diversity, (g) board and management experience, (h) investor relations experience, (i) industry and related healthcare experience, and (j) local and community ties. However, our nominating and corporate governance committee retains the right to modify these qualifications from time to time. Under our corporate governance guidelines diversity is one of several critical factors that the nominating and corporate governance committee considers when evaluating the composition of our Board of Directors, amongst other critical selection criteria. We consider various diversity factors when considering director candidates, including race, ethnicity, gender, national origin, and geography. Our Board of Directors currently includes directors with a range of diversity. We believe each director contributes to our Board of Directors’ overall diversity by providing a variety of perspectives based on distinct personal and professional experiences and backgrounds. We are committed to maintaining and enhancing the excellence and diversity of our Board of Directors and in furtherance of this, the nominating and corporate governance committee conducts annual self-evaluations to assess the performance and effectiveness of our Board of Directors and committees. Our nominating and corporate governance committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by our Board of Directors or our nominating and corporate governance committee for consideration. If a stockholder of the Company wishes to recommend a director candidate for consideration by our nominating and corporate governance committee, the stockholder recommendation should be delivered to the Corporate Secretary of the Company at the principal executive offices of the Company, and must include information regarding the candidate and the stockholder making the recommendation. You are advised to review our bylaws, which contain additional requirements about advance notice of stockholder director nominations. Science and Technology Committee The members of our science and technology committee are Dr. Chaudhuri, Dr. Goldberg, and Dr. Link. Dr. Chaudhuri chairs the science and technology committee. Our science and technology committee assists our Board of Directors with its oversight and evaluation of (i) the Company’s overall investment in and strategic direction with respect to technological and scientific initiatives and (ii) the Company’s business development and internal innovation initiatives. Dr. Chaudhuri, Dr. Goldberg, and Dr. Link all served on the science and technology committee during 2025. The science and technology committee met four times during 2025. Commercial Committee The members of our commercial committee are Mr. Morrison, Ms. Yarno, Dr. Goodrich, and Mr. Pyott. Ms. Yarno chaired the commercial committee in 2025, and until Mr. Pyott’s appointment to our Board of Directors, upon which time Mr. Pyott became the committee chair. Our commercial committee assists our Board of Directors with its oversight of our product commercialization efforts. Mr. Morrison, Ms. Yarno, Dr. Goodrich, and Ms. Crane all served on the commercial committee during 2025. Ms. Crane served as a member of the commercial committee of our Board of Directors through her resignation date on January 17, 2025. The commercial committee met four times in 2025.

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth the total compensation of each person who served as a director during the 2025 fiscal year, other than a director who also served as a named executive officer.

  14. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(3) | Total ($) | | Bhaskar Chaudhuri, Ph.D. | 74,000 | 120,732 | 120,996 | 315,728 | | Andrew Goldberg, M.D. | 68,556 | 120,732 | 120,996 | 310,284 | | Katherine Goodrich, M.D. | 65,000 | 120,732 | 120,996 | 306,728 | | William J. Link, Ph.D. | 71,500 | 120,732 | 120,996 | 313,228 | | Scott Morrison | 75,000 | 120,732 | 120,996 | 316,728 | | Wendy Yarno, MBA | 152,611 | 120,732 | 120,996 | 394,339 | | Rosemary Crane, MBA(4) | 2,889 | — | — | 2,889 |

  15. DIRECTOR COMPENSATION

    (1)The amounts in these columns represent the aggregate grant date fair value of stock awards and option awards granted to the non-employee director in 2025, computed in accordance with FASB ASC Topic 718. See Note 6 of the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on February 23, 2026. (2)As of December 31, 2025, our non-employee directors serving on our Board in 2025 held the following RSUs: Dr. Chaudhuri — 2,954; Dr. Goldberg — 2,954; Dr. Goodrich — 2,954; Dr. Link — 2,954; Mr. Morrison — 2,954; and Ms. Yarno — 2,954. (3)As of December 31, 2025, our non-employee directors serving on our Board in 2025 held the following options to purchase shares of our Common Stock: Dr. Chaudhuri — 4,540; Dr. Goldberg — 4,540; Dr. Goodrich — 4,540; Dr. Link — 4,540; Mr. Morrison — 4,540; and Ms. Yarno — 4,540. (4)Ms. Crane resigned from our Board effective January 17, 2025.

  16. Executive Summary

    Executive Summary Business Summary and 2025 Corporate Highlights We are a commercial stage biopharmaceutical company focused on the development and commercialization of therapeutics, starting with eye care. We launched XDEMVY (lotilaner ophthalmic solution) 0.25%, formerly known as TP-03, for the treatment of Demodex blepharitis, in August 2023 after receiving U.S. Food and Drug Administration ("FDA") approval in July 2023. Demodex blepharitis is caused by the infestation of Demodex mites. Blepharitis ("Blephar" is a reference to eyelid and "itis" is a reference to inflammation) is an ophthalmic lid margin disease characterized by inflammation of the eyelid margin, redness and ocular irritation, including a specific type of eyelash dandruff called collarettes, which are pathognomonic for Demodex blepharitis. Poorly controlled and progressive blepharitis can lead to corneal damage over time and, in extreme cases, blindness. There may be as many as approximately 25 million people in the U.S. who suffer from Demodex blepharitis. XDEMVY is the first and only therapeutic approved by the FDA and we believe is the definitive standard of care for the treatment of Demodex blepharitis. XDEMVY targets and eradicates the root cause of Demodex blepharitis - Demodex mite infestation. The active pharmaceutical ingredient of XDEMVY, lotilaner, paralyzes and eradicates mites and other parasites through the inhibition of parasite-specific gamma-aminobutyric acid-gated chloride (“GABA-Cl”) channels with no GABA-Cl inhibition in humans. We are investigating the development of our product candidates to address targeted diseases with high unmet medical needs, which currently include TP-04, an investigational sterile aqueous gel formulation of lotilaner for the potential treatment of ocular rosacea, and TP-05, an investigational oral tablet formulation of lotilaner, for potential Lyme disease prophylaxis and community malaria reduction. During 2025, we accomplished numerous milestones, which provides context to stockholders reviewing our executive compensation disclosures. With regard to commercial achievements, strong sales growth has been a hallmark since our launch of XDEMVY in August 2023. Our net product sales in 2025 were $451.4 million compared to $180.1 million in 2024. We delivered approximately 400,000 XDEMVY bottles to patients in 2025. We have broad market access, as we maintained over 90% of commercial, Medicare, and Medicaid covered lives and recognized a gross-to-net discount of approximately 45% in the full year 2025. Direct-to-consumer (“DTC”) campaign on streaming platforms and network television generated a positive return on investment in 2025 that continues to grow. Also, unaided awareness of Demodex blepharitis increased to approximately 25% versus 2% of patients surveyed at the beginning of the campaign. Furthermore, we continued to execute on our category-creating strategy, advancing a robust pipeline. We also have a strong financial position; cash, cash equivalents and marketable securities were $417.3 million as of December 31, 2025. Please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on February 23, 2026, for a more detailed discussion of our 2025 financial results. 2025 Compensation Highlights Our executive compensation program emphasizes long-term value creation that correlates with the growth of sustainable long-term value for our stockholders, as well as motivates, retains, and rewards our NEOs. For 2025, our compensation committee took the following executive compensation actions: • Base Salary Increases: In March 2025, our compensation committee approved increases to the base salaries of our NEOs, ranging from 3.4% to 7.6% to acknowledge performance for fiscal year 2024 and better align with the competitive market. •Performance-Based Cash Compensation: Our compensation committee approved an increase of 10% (from 60% to 70%) to the target bonus amount under our annual cash incentive program for Dr. Azamian to better align with our executive compensation peer group. In addition, our compensation committee approved funding of our fiscal year 2025 annual cash incentive program at 108% for achievement of the 2025 corporate goals. This resulted in payouts for our NEOs at 108% of target, consistent with the company-wide 108% funding for the annual cash incentive program, and factoring in individual performance. •Equity-Based Compensation: Our compensation committee approved grants of stock options, restricted stock units (“RSUs”) with time-based vesting, and, for the first time, special performance-based RSUs (“PSUs”) to our NEOs based on market competitive values. The RSUs and stock options vest over a four-year period of service, pursuant to our existing grant practices. The PSUs are a one-time special grant and are eligible to vest based on the achievement of certain performance-based milestones within a three-year performance period (2025-2027) and continued employment of the NEO through March 15, 2028. These performance-based milestones include aggressive metrics directly tied to our long-term strategic plan, and we believe this program further drives our leadership team to focus on, and execute against those key objectives to potentially create further stockholder value. Executive Compensation Best Practices We maintain sound executive compensation practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. The following executive compensation practices are in place, including those we have implemented to drive performance and that either prohibit or minimize behaviors that we believe do not serve our stockholders’ interests: What We Do • Compensation Committee Independence – Our Board maintains a compensation committee comprised solely of independent directors who have established effective means for communicating with our stockholders regarding their executive compensation ideas and concerns. • Compensation Committee Advisor Independence – Our compensation committee engages and retains its own advisor, currently Pay Governance, to assist with its responsibilities. Pay Governance performs services as directed by our compensation committee. •Annual Compensation Review – Our compensation committee conducts an annual review of our executive compensation philosophy and strategy as well as our non-employee director compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes. •Compensation-Related Risk Assessment – Our compensation committee conducts an annual evaluation of our compensation programs, policies, and practices to ensure that they reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on us. •Emphasize Performance-based Incentive Compensation – Our compensation committee designs our executive compensation program to use performance-based short-term and long-term incentive compensation awards to align the short and long-term interests of our NEOs with the interests of our stockholders. •Emphasize Long-Term Equity Compensation – Our compensation committee uses equity awards as the long-term incentive component of our compensation program, with the equity awards earned over multi-year periods of service. This serves our long-term value creation goals and retention objectives. •Clawback – We have a policy to recoup certain incentive-based executive compensation in the event of a financial restatement, specifically tied to the financial metrics that are restated.

  17. Executive Summary

    •“Double-Trigger” Change in Control Arrangements – The change in control arrangements for our NEOs are based on a “double-trigger” arrangement that provides for the receipt of payments and benefits only in the event of both (i) our change in control and (ii) a qualifying termination of the NEO's employment. •Reasonable Severance Arrangements – The post-employment compensation arrangements for our NEOs provide for amounts and multiples that are within reasonable market norms. •Succession Planning – Our compensation committee reviews the risks associated with our key executive positions on an annual basis so that we have a succession strategy for our most critical positions. What We Do Not Do •Executive Perquisites – We typically do not provide material perquisites or other personal benefits to our NEOs that are not available generally to our other employees. Our NEOs participate in our retirement and health and welfare benefit programs on substantially the same basis as all of our employees. •Prohibition on Hedging and Pledging – Our NEOs and the members of our Board are prohibited from engaging in hedging transactions with respect to our equity securities. Our NEOs and the members of our Board are also prohibited from pledging shares of our common stock. •Retirement Programs – Other than our 401(k) plan, which is generally available to all employees, we do not offer defined benefit or contribution retirement plans or arrangements, or nonqualified deferred compensation plans or arrangements for our NEOs. •No Tax “Gross-Ups” or Payments – We do not provide any “gross-ups” or tax payments in connection with any compensation element or any excise tax “gross-ups” or tax reimbursement in connection with any change in control payments or benefits. •No Repricing of Underwater Stock Options – We do not reprice underwater stock options without stockholder approval.

  18. Objectives and Philosophy of Our Executive Compensation Program

    | Component | Form | Purpose | | Base Salary | Cash | Provides a fixed and stable compensation element for our NEOs' services based on their knowledge, skills, experience, duties, and responsibilities | | Short-Term Incentive | Cash-Based Annual Incentive | Incentivizes and rewards the achievement of our short-term (annual) strategic financial and operational objectives which help drive progress towards our long-term strategic goals | | Annual Long-Term Incentive | Stock Options, RSUs and | Aligns the interests of our NEOs and stockholders, incentivizes and rewards our long-term performance, and provides a key retention tool for our executive leadership | | One-Time Long-Term Incentive | Transformational PSUs | Special one-time award to incentivize and align our NEOs’ efforts to drive the performance for achievement of our desired growth over the three-year period following the grant of the PSUs. |

  19. Compensation Setting Process

    Based on this review, our compensation committee approved the following peer group consisting of 16 companies. At the time the peer companies were approved by our compensation committee, the selected companies had median revenue of $314 million, and median market capitalization of approximately $1.425 billion. The companies comprising our 2025 compensation peer group were as follows:

  20. Compensation Setting Process

    (1) In February 2026, Dynavax Technologies Corp was acquired by Sanofi. In September 2025, the compensation committee reviewed the peer group for 2026 compensation decisions and determined it was appropriate to remove Evolus, Ironwood, and SpringWorks from the peer group and add Apellis Pharmaceuticals, Glaukos Corporation, and Viridian Therapeutics. Our compensation committee does not believe that it is appropriate to make compensation decisions, whether regarding base salaries or short-term or long-term incentive compensation, solely upon any type of benchmarking to a peer or other representative group of companies. Our compensation committee believes that information regarding the compensation practices at other companies is useful in at least two respects: our compensation committee recognizes that our compensation policies and practices must be competitive in the marketplace; and this information is useful in assessing the reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages. However, this information is only one of several factors that our compensation committee considers in making its decisions with respect to the compensation of our NEOs.

  21. Components of our Executive Compensation Program

    Cash-Based Annual Incentive Compensation Each of our NEOs is eligible to earn a performance-based cash incentive bonus for each of our fiscal years, with such bonus awarded based on a combination of corporate and individual goals, with the corporate goals established by our compensation committee at the beginning of each fiscal year. We require that participants continue to be employed through the payment date to receive a bonus. For our 2025 fiscal year, the target bonus rate (as a percentage of base salary) was 70% for Dr. Azamian and 45% for Dr. Neervannan, Dr. Wahl and Messrs. Farrow and Mottiwala. At its March 2025 meeting, our compensation committee approved the corporate financial and strategic goals that would be used to measure performance for purposes of the fiscal year 2025 annual cash incentive bonus program. In March 2026, the compensation committee evaluated our company performance relative to the established goals and determined an achievement level of 108% overall. The table below lists the goals applicable to our fiscal 2025 annual cash incentive bonus program, including our compensation committee’s determination of the level of achievement and score for each goal.

  22. Components of our Executive Compensation Program

    | Named Executive Officer | 2025 Year End Annual Base Salary ($) | Annual Incentive Target (%) | Target Annual Incentive Amount ($) | Annual Incentive Performance Modifier (%) | Amount Awarded ($) | | Bobak Azamian, M.D., Ph.D. | 735,000 | 70% | 514,500 | 108% | 555,700 | | Jeffrey Farrow | 545,000 | 45% | 245,250 | 108% | 264,900 | | Seshadri Neervannan, Ph.D. | 550,000 | 45% | 247,500 | 108% | 267,300 | | Aziz Mottiwala, MBA | 535,000 | 45% | 240,750 | 108% | 260,100 | | Bryan Wahl, M.D., J.D. | 505,000 | 45% | 227,250 | 108% | 245,500 |

  23. Components of our Executive Compensation Program

    Long-Term Incentive (“LTI”) Compensation We use LTI compensation in the form of equity awards as further incentive for our NEOs, by providing them with the opportunity to build an equity interest in the Company and to share in the potential appreciation of the value of our common stock. The compensation committee utilized the following types of equity award vehicles to deliver LTI compensation to NEOs during 2025: Stock options are strongly aligned with stockholder interests because they deliver value to the NEO only if the value of our stock at the time of exercise exceeds the stock price on the day of grant. As a result, stock options encourage executives to focus on the decisions and behaviors required to support long-term sustainable increases in our stock price. Stock options allow our employees to purchase shares of our common stock at a price equal to the fair market value of our common stock on the date of grant. Generally, our stock options granted to our NEOs have vested as to 25% of the total number of option shares on the first anniversary of the award and in equal monthly installments over the following 36 months. RSUs with time-based vesting provide a counterbalance to the more uncertain value associated with stock options and PSUs while maintaining alignment with the interests of our long-term stockholders, as the value of RSUs fluctuates with changes in the stock price. As a result, RSUs with time-based vesting encourage executives to make decisions consistent with the long-term interests of our stockholders and help support retention. Generally, RSUs granted to our NEOs vest in equal annual installments over four years. 2025 LTI Awards In March 2025, in connection with our compensation committee’s annual review of our executives’ performance and compensation, our NEOs were awarded annual refresh equity awards with a target total grant value that was intended to be generally consistent with the 70% percentile based on the peer group. The target grant value for each NEO was allocated 50% in stock options and 50% in RSUs. The compensation committee also approved PSU awards, referred to as the “Transformational PSUs,” and which are described in more detail below. To determine the number of shares subject to each type of award that the NEO was to be granted, the following methodologies were utilized: for the options, the target option grant value was divided by the current Black Scholes discount percentage adopted by our compensation committee for such purpose, multiplied by the 40-trading day trailing trading price average leading up to but not including the grant date; for the RSUs, the target grant value was divided by the 40-trading day trailing trading price average leading up to but not including the grant date. The grants vest based on continued service by the NEO with us through each vesting date as follows: (i) the option grants vest as to 25% of the total number of option shares on the grant date anniversary, and the remaining shares vest in equal monthly installments over the following 36 months thereafter, and (ii) the RSU grants vest in equal annual installments on each of March 15, 2026, March 15, 2027, March 15, 2028, and March 15, 2029. The following table sets forth the annual refresh equity awards that each NEO received in March 2025.

  24. Components of our Executive Compensation Program

    | Named Executive Officer | Total Value of Annual Refresh Awards ($) | Option Award Values ($) | Option Award (# of Shares) | RSU Award Value ($) | RSU Award (# of Shares) | | Bobak Azamian, M.D., Ph.D. | 5,925,000 | 2,962,500 | 90,736 | 2,962,500 | 59,512 | | Jeffrey Farrow | 2,000,000 | 1,000,000 | 30,628 | 1,000,000 | 20,089 | | Seshadri Neervannan, Ph.D. | 2,000,000 | 1,000,000 | 30,628 | 1,000,000 | 20,089 | | Aziz Mottiwala, MBA | 2,200,000 | 1,100,000 | 33,691 | 1,100,000 | 22,098 | | Bryan Wahl, M.D., J.D. | 2,000,000 | 1,000,000 | 30,628 | 1,000,000 | 20,089 |

  25. Components of our Executive Compensation Program

    Transformational PSU Program In 2025, the compensation committee approved the grant of one-time, special Transformational PSUs to each of the named executive officers and other executives, as well as a select number of senior leaders at the Company. The compensation committee believes that this special award opportunity incentivizes our executives and select senior leaders to achieve significant long-term per share value creation for our stockholders by setting rigorous goals which drive exceptional performance under our long-term corporate strategic plan (“Tarsus 2030 Strategy”). The Tarsus 2030 Strategy was developed by analyzing the characteristics of highly successful biopharmaceutical companies which have achieved transformational increases in stockholder value, as well as a market capitalization that we consider aspirational to the Company. Based on this analysis, our executive team and Board of Directors developed a bespoke Tarsus 2030 Strategy that drives achievements with a high correlation to delivering transformational stockholder value. The Transformational PSU metrics reflect these critical goals and are fit-for-purpose for our business. The Board strongly believes these metrics can lead to creating transformational values for our stockholders with the appropriate level of execution. The Transformational PSU metrics are defined, objective, and clearly measurable to drive the successful execution of our Tarsus 2030 Strategy while supporting the retention of the key leaders that will drive that strategy. PSUs help link our equity incentive program to achievement of long-term aggressive, specific performance goals established by our compensation committee. The target grant value for the Transformational PSUs was determined by our compensation committee, in consultation with Pay Governance under our pay for performance philosophy under which exceptional performance can result in outsized rewards. The compensation committee diligently reviewed a detailed analysis of benchmarks in partnership with Pay Governance to determine the appropriate size of the Transformational PSUs award, such that the goals set for the target award were sufficiently stretching and that the value under the program would only be awarded if metrics relating to significant stockholder value would be created. The Transformational PSUs are eligible to vest based on three weighted milestones including net product sales, new assets brought to a proof of concept stage and innovation programs that reach the clinical stage. An additional metric related to the achievement of a second marketed product will act as a modifier of the achievement of the PSUs to increase the number of PSUs eligible by +25% to a maximum of 225% of the target PSUs. The PSUs have a single measurement point at the end of the three-year performance period and require continued service by our NEOs through March 15, 2028, in order to realize any benefit from the PSUs. The following table sets forth the weightings of the three milestones applicable to the PSUs and the threshold, minimum and maximum that apply to each milestone:

  26. Components of our Executive Compensation Program

    | Milestone | PSUs Eligible to Vest at Target | PSUs Eligible to Vest at Threshold for Milestone Achievement | PSUs Eligible to Vest at Target for Milestone Achievement | PSUs Eligible to Vest at Maximum for Milestone Achievement | | Net Product Revenue | 50% | 50% | 100% | 200% | | New Assets Brought to Proof of Concept Stage | 25% | 50% | 100% | 200% | | Innovation Programs to Meet Clinical Stage | 25% | 50% | 100% | 200% |

  27. Components of our Executive Compensation Program

    The following table sets forth the total value of the Transformational PSUs granted to each of our NEOs at target, as well as the actual number of PSUs subject to the award at target and the maximum potential number of PSUs eligible to vest pursuant to such awards:

  28. Components of our Executive Compensation Program

    | Named Executive Officer | Total Value of Transformational PSU Award (at Target) ($) | Number of Transformational PSUs (at Target) (# of Shares) | Maximum Number of Transformational PSUs Eligible to Vest (# of Shares) | | Bobak Azamian, M.D., Ph.D. | 8,888,000 | 178,546 | 401,728 | | Jeffrey Farrow | 2,990,000 | 60,065 | 135,146 | | Seshadri Neervannan, Ph.D. | 2,990,000 | 60,065 | 135,146 | | Aziz Mottiwala, MBA | 2,990,000 | 60,065 | 135,146 | | Bryan Wahl, M.D., J.D. | 2,990,000 | 60,065 | 135,146 |

  29. Components of our Executive Compensation Program

    In the event we are subject to a change in control prior to December 31, 2027, the performance-based conditions applicable to the PSUs will be deemed to occur at the greater of (i) target for each of the milestones (excluding the milestone related to the second marketed product for modification of achievement of the awards) and (ii) actual achievement of the milestones (including the milestone related to the second marketed product for modification of achievement of the awards), as determined by our compensation committee on a pro-rated basis. The PSUs for which achievement is deemed to have occurred at the time of the change in control will be eligible to vest on March 15, 2028, subject to the NEO’s continued service through such date, unless the NEO is terminated in connection with the change in control, in which case the PSUs will be eligible for vesting acceleration pursuant to the NEO’s executive severance and change in control agreement (as described in the section of this proxy statement titled “Severance and Change in Control Benefits”). Employee Benefits Our NEOs are eligible to participate in our health and welfare plans to the same extent as our full-time employees; in addition, our NEOs and other executives are also eligible to receive executive annual physicals and certain health screenings, and concierge medicine benefits. We generally do not provide our NEOs with perquisites or other personal benefits. We have established a 401(k) tax-deferred savings plan which permits participants, including our NEOs, to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code. We match 5% of employee elected contributions, up to a maximum annual compensation limit of $350,000, which vest immediately and are made each payroll period. Change in Control and Severance Benefits We enter into offer letters with each of our NEOs at the commencement of their employment with us, and which set forth the initial terms of the officer's employment with us. In addition, we have entered into an executive severance and change in control agreement with each of our NEOs, which provide severance benefits in the event of certain terminations of employment, and includes the acceleration of vesting of outstanding equity awards in the event such termination is in connection with our change in control. We believe these severance benefits provide retention value by encouraging these NEOs to continue service with us and increase stockholder value by reducing any potential distractions caused by the possibility of an involuntary termination of employment (including in connection with a change in control), allowing the NEOs to focus on their duties and responsibilities. A summary of the material terms and conditions of the executive severance and change in control agreements is provided below in the section of this proxy statement titled “Severance and Change in Control Benefits.”

  30. Corporate Governance Policies

    Corporate Governance Policies Clawback Policy In compliance with final rules adopted by the SEC and Nasdaq listing standards, we adopted a policy in 2023 for the recovery of erroneously awarded compensation, or “clawback” policy, which applies to our executive officers, as defined in the policy, who are employed by us during the applicable recovery period. Under the policy, in the event that the financial results upon which a cash or equity-based incentive award was predicated become the subject of a financial restatement that is required because of material non-compliance with financial reporting requirements, the compensation committee will conduct a review of awards covered by the policy and recoup any erroneously awarded incentive-based compensation to ensure that the ultimate payout gives retroactive effect to the financial results as restated. The clawback policy covers any cash or equity-based incentive compensation award that was paid, earned or granted to a covered officer during the last completed three fiscal years immediately preceding the date on which we are required to prepare the accounting restatement. Equity Grant Policy Although we do not have a formal policy with respect to the timing of our equity award grants, the compensation committee generally grants annual equity awards on a predetermined annual schedule and we do not take material nonpublic information into account when determining the timing and terms of such awards. In addition, 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 executive compensation.

  31. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table provides information regarding the compensation earned during the fiscal years ended December 31, 2025, 2024, and 2023 by each individual who acted as our principal executive officer (the “CEO”), our principal financial officer (the “CFO”), and our next three most highly compensated executive officers during the fiscal year ended December 31, 2025.

  32. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation ($) | Total ($) | | Bobak Azamian, M.D., Ph.D. | 2025 | 726,333 | — | 2,648,284 | 2,651,487 | 555,700 | 36,175(4) | 6,617,979 | | President, Chief Executive Officer and Board Chairman | 2024 | 673,400 | — | 3,370,153 | 3,267,692 | 532,800 | 52,147 | 7,896,192 | | | 2023 | 619,500 | — | 1,029,364 | 1,017,968 | 450,300 | 13,200 | 3,130,332 | | Jeffrey Farrow(5) | 2025 | 541,667 | — | 893,961 | 895,011 | 264,900 | 82,078(6) | 2,677,617 | | Chief Financial Officer and Chief Strategy Officer | 2024 | 520,833 | — | 1,168,959 | 1,133,398 | 307,200 | 102,536 | 3,232,926 | | | 2023 | 343,751 | 100,000 | 1,678,310 | 1,590,572 | 241,200 | 37,997 | 3,991,830 | | Seshadri Neervannan, Ph.D. | 2025 | 547,000 | — | 893,961 | 895,011 | 267,300 | 24,900(7) | 2,628,172 | | Chief Operating Officer | 2024 | 527,333 | — | 1,168,959 | 1,133,398 | 311,300 | 53,699 | 3,194,689 | | | 2023 | 500,000 | — | 494,095 | 488,623 | 246,000 | 13,200 | 1,741,918 | | Aziz Mottiwala(8) | 2025 | 529,250 | | 983,361 | 984,518 | 260,100 | 32,300(7) | 2,789,529 | | Chief Commercial Officer | 2024 | 492,633 | — | 1,168,959 | 1,133,398 | 292,500 | 51,372 | 3,138,862 | | Bryan Wahl, M.D., J.D.(9) | 2025 | 500,833 | — | 893,961 | 895,011 | 245,500 | 24,900(7) | 2,560,205 | | General Counsel | | | | | | | | |

  33. 2025 SUMMARY COMPENSATION TABLE

    (1)Represents a one-time signing bonus paid in the year of hire. (2)Represents the aggregate grant date fair value of stock awards and option awards granted in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. See Note 6 of the notes to our audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on February 23, 2026, for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. In accordance with SEC rules, the grant date fair value of any award subject to a performance condition is based on the probable outcome of the performance conditions. Each of our NEOs was granted PSUs in March 2025, the vesting of which is tied to the achievement of performance milestones, as described in greater detail in the “Long-Term Incentive (“LTI”) Compensation” section of the “Compensation Discussion and Analysis.” It was determined at the time the PSUs were granted that it was not probable that any of the applicable performance milestones would be achieved, and therefore no amount attributable to such awards is included in the “Stock Awards” column. The grant date fair values of the PSUs assuming that all milestones are achieved (at their maximum levels for purposes of full vesting of the awards), is as follows: Dr. Azamian: $17,892,965; Mr. Farrow: $6,019,403; Dr. Neervannan: $6,019,403 million; Mr. Mottiwala: $6,019,403; and Dr. Wahl: $6,019,403. (3)The amounts in this column reflects annual cash bonuses paid with respect to the applicable fiscal year. (4)Consists of (i) Company matching contributions under the 401k plan of $17,500 and (ii) Company-paid concierge medical services, available only to members of the executive team, in the amount of $18,675. (5) Mr. Farrow was appointed Chief Financial Officer and Chief Strategy Officer on April 24, 2023. (6)Consists of (i) Company matching contributions under the 401k plan of $16,993, (ii) Company-paid temporary living expenses of $56,435 and (iii) Company-paid concierge medical services, available only to members of the executive team, in the amount of $8,650. (7)Consists of (i) Company matching contributions under the 401k plan of $17,500 and (ii) Company-paid concierge medical services, available only to members of the executive team, in the amount of $14,800 for Mr. Mottiwala and $7,400 for each of Drs. Neervannan and Wahl. (8)Mr. Mottiwala was employed by us but was not a NEO for the 2023 fiscal year. Accordingly, compensation information is only included for the 2024 and 2025 fiscal years. (9)Dr. Wahl was employed by us but was not a NEO for the 2023 and 2024 fiscal years. Accordingly, compensation information is only included for the 2025 fiscal year.

  34. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information regarding each plan-based award granted to our NEOs during our 2025 fiscal year.

  35. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Target ($) | Maximum ($) | Threshold (#) | Target ($) | Maximum ($) | | | | | | Bobak Azamian, M.D., Ph.D. | N/A | 514,500 | 771,750 | — | — | — | — | — | — | — | | | 3/5/2025 | — | — | — | — | — | — | 90,736 | 44.54 | 2,651,487 | | | 3/5/2025 | — | — | — | — | — | 59,512 | — | — | 2,648,284 | | | 3/5/2025 | — | — | 22,318 | 178,546 | 401,729 | — | — | — | (3) | | Jeffrey Farrow | N/A | 245,250 | 367,875 | — | — | — | — | — | — | — | | | 3/5/2025 | — | — | — | — | — | — | 30,628 | 44.54 | 895,011 | | | 3/5/2025 | — | — | — | — | — | 20,089 | — | — | 893,961 | | | 3/5/2025 | — | — | 7,508 | 60,065 | 135,146 | — | — | — | (3) | | Seshadri Neervannan, Ph.D. | N/A | 247,500 | 371,250 | — | — | — | — | — | — | — | | | 3/5/2025 | — | — | — | — | — | — | 30,628 | 44.54 | 895,011 | | | 3/5/2025 | — | — | — | — | — | 20,089 | — | — | 893,961 | | | 3/5/2025 | — | — | 7,508 | 60,065 | 135,146 | — | — | — | (3) | | Aziz Mottiwala | N/A | 240,795 | 361,193 | — | — | — | — | — | — | — | | | 3/5/2025 | — | — | — | — | — | — | 33,691 | 44.54 | 984,518 | | | 3/5/2025 | — | — | — | — | — | 22,098 | — | — | 983,361 | | | 3/5/2025 | — | — | 7,508 | 60,065 | 135,146 | — | — | — | (3) | | Bryan Wahl, M.D., J.D. | N/A | 227,250 | 340,875 | — | — | — | — | — | — | — | | | 3/5/2025 | — | — | — | — | — | — | 30,628 | 44.54 | 895,011 | | | 3/5/2025 | — | — | — | — | — | 20,089 | — | — | 893,961 | | | 3/5/2025 | — | — | 7,508 | 60,065 | 135,146 | — | — | — | (3) |

  36. Grants of Plan-Based Awards

    (1) Each NEO was granted a non-equity incentive plan award pursuant to our 2025 annual incentive plan, which is discussed in greater detail in the “Cash-Based Annual Incentive Compensation” section of the “Compensation Discussion and Analysis.” The amounts shown in the “target” column reflect the target payout under the plan. The target amount is equal to 70% of Dr. Azamian’s annual base salary and 45% of Dr. Neervannan’s, Dr. Wahl’s and Messrs. Farrow and Mottiwala’s annual base salary. The amounts shown in the “maximum” column reflect the maximum payout of 150% of the target bonus amount if all goals are achieved at their maximum level. No threshold amount was applicable to the 2025 annual incentive plan. The actual amounts paid to each NEO are shown in the Summary Compensation Table. (2) Each NEO was granted an award of PSUs on March 5, 2025. The PSUs vest based on certain long-term strategic plan milestone achievements including net product sales, new assets brought to a proof of concept stage and innovation programs that reach the clinical stage, subject to the NEO’s continued employment through March 15, 2028. The PSUs are described in greater detail in the “Long-Term Incentive (“LTI”) Compensation ” section of the “Compensation Discussion and Analysis” above. The “threshold” amount reflects the PSUs eligible to vest based on the minimum achievement of either the milestone related to assets brought to a proof of concept stage or innovation programs that reach the clinical stage. The “target” amount reflects the PSUs eligible to vest based on the target achievement of each of the milestones applicable to the awards. The “maximum” amount reflects the PSUs eligible to vest based on maximum achievement of each milestone plus the achievement of a second marketed product that achieves a minimum annualized revenue target. (3) Amounts reflect the aggregate grant date fair value of the respective awards granted to the officer in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. Regardless of the value on the grant date, the actual value that may be realized from an award is contingent upon the satisfaction of the applicable conditions to vesting of that award, and for stock options, also upon the excess of our Company stock price over the exercise price. At the time the PSUs were granted, it was not probable that any of the performance milestones relative to their awards would be achieved. The grant date fair value of the awards, assuming that all of the applicable milestones are achieved at their maximum level, is set forth in footnote 2 to the “Summary Compensation Table.”

  37. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding each unexercised option and all unvested RSUs and PSUs held by each of our NEOs as of December 31, 2025. Options granted prior to our initial public offering were granted pursuant to our 2016 Stock Plan (the “2016 Plan”). Options granted after our initial public offering and all RSUs and PSUs were granted pursuant to our 2020 Plan. All of the options and RSUs granted to our NEOs will fully accelerate in the event the NEO is subject to an involuntary termination within three months before or 12 months after our change in control. The PSUs granted to our NEOs in March 2025 are also eligible for certain vesting acceleration upon our change in control and an NEO’s involuntary termination in connection therewith. Such vesting acceleration provisions are described in further detail in the “Long-Term Incentive (“LTI”) Compensation” section of the “Compensation Discussion and Analysis.” The vesting schedule applicable to each outstanding equity award is described in the footnotes to the table below.

  38. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | 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 | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Bobak Azamian, M.D., Ph.D. | 114,894(2) | — | 0.45 | 10/26/2028 | — | — | — | — | | | 552,549(2) | — | 2.01 | 4/2/2030 | — | — | — | — | | | 123,183(2) | — | 10.99 | 9/24/2030 | — | — | — | — | | | 204,998(2) | — | 47.25 | 1/6/2031 | — | — | — | — | | | 144,437(3) | 9,630(3) | 19.59 | 3/8/2032 | — | — | — | — | | | 68,915(4) | 31,327(4) | 15.00 | 3/7/2033 | — | — | — | — | | | 59,913(5) | 77,034(5) | 35.50 | 3/6/2034 | — | — | — | — | | | — | 90,736(6) | 44.54 | 3/4/2035 | — | — | — | — | | | — | — | — | — | 11,300(7) | 925,244 | — | — | | | — | — | — | — | 33,950(8) | 2,779,826 | — | — | | | — | — | — | — | 69,364(9) | 5,679,524 | — | — | | | — | — | — | — | 59,512(10) | 4,872,843 | — | — | | | — | — | — | — | — | — | 22,318(11) | 1,827,398 | | Jeffrey Farrow | 108,931(12) | 54,466(12) | 14.62 | 4/23/2033 | — | — | — | — | | | 20,781(5) | 26,719(5) | 35.50 | 3/6/2034 | — | — | — | — | | | — | 30,628(6) | 44.54 | 3/4/2035 | — | — | — | — | | | — | — | — | — | 55,763(13) | 4,565,874 | — | — | | | — | — | — | — | 24,060(9) | 1,970,033 | — | — | | | — | — | — | — | 20,089(10) | 1,644,887 | — | — | | | — | — | — | — | — | — | 7,508(11) | 614,755 | | Seshadri Neervannan, Ph.D. | 183,741(2) | — | 2.01 | 7/12/2030 | — | — | — | — | | | 43,114(2) | — | 10.99 | 9/24/2030 | — | — | — | — | | | 61,499(2) | — | 47.25 | 1/6/2031 | — | — | — | — | | | 65,153(3) | 4,345(3) | 19.59 | 3/8/2032 | — | — | — | — | | | 33,079(4) | 15,037(4) | 15.00 | 3/7/2033 | — | — | — | — | | | 20,781(5) | 26,719(5) | 35.50 | 3/6/2034 | — | — | — | — | | | — | 30,628(6) | 44.54 | 3/4/2035 | | | — | — | | | — | — | — | — | 5,097(7) | 417,342 | — | — | | | — | — | — | — | 16,296(8) | 1,334,316 | — | — | | | — | — | — | — | 24,060(9) | 1,970,033 | — | — | | | — | — | — | — | 20,089(10) | 1,644,887 | — | — | | | — | — | — | — | — | — | 7,508(11) | 614,755 | | Aziz Mottiwala | 3,365(2) | — | 0.45 | 9/13/2028 | — | — | — | — | | | 61,508(2) | — | 10.99 | 9/24/2030 | — | — | — | — | | | 40,999(2) | — | 47.25 | 1/6/2031 | — | — | — | — | | | 61,230(3) | 4,082(3) | 19.59 | 3/8/2032 | — | — | — | — | | | 33,079(4) | 15,037(4) | 15.00 | 3/7/2033 | — | — | — | — | | | 20,781(5) | 26,719(5) | 35.50 | 3/6/2034 | — | — | — | — | | | — | 33,691(6) | 44.54 | 3/4/2035 | — | — | — | — |

  39. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | | — | — | — | — | 4,790(7) | 392,205 | — | — | | | — | — | — | — | 16,296(8) | 1,334,316 | — | — | | | — | — | — | — | 24,060(9) | 1,970,033 | — | — | | | — | — | — | — | 22,098(10) | 1,809,384 | — | — | | | — | — | — | — | — | — | 7,508(11) | 614,755 | | Bryan Wahl, M.D., J.D. | 89,368(2) | — | 37.44 | 1/19/2031 | — | — | — | — | | | 61,230(3) | 4,082(3) | 19.59 | 3/8/2032 | — | — | — | — | | | 29,425(4) | 13,377(4) | 15.00 | 3/7/2033 | — | — | — | — | | | 18,593(5) | 23,907(5) | 35.50 | 3/6/2034 | — | — | — | — | | | — | 30,628(6) | 44.54 | 3/4/2035 | — | — | — | — | | | — | — | — | — | 4,790(7) | 392,205 | — | — | | | — | — | — | — | 14,497(8) | 1,187,014 | — | — | | | — | — | — | — | 21,527(9) | 1,762,631 | — | — | | | — | — | — | — | 20,089(10) | 1,644,887 | — | — | | | — | — | — | — | — | — | 7,508(11) | 614,755 |

  40. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Market value is based on the fair market value of our Common Stock at the close of trading on December 31, 2025, the last trading day of fiscal year 2025, which was $81.88. (2)The option was fully vested as of December 31, 2025. (3)Option vested as to 25% of the total number of option shares on March 8, 2023, and the remaining shares vest in equal monthly installments over the following 36 months, provided the NEO remains in continuous service through each such vesting date. (4)Option vested as to 25% of the total number of option shares on March 8, 2024, and the remaining shares vest in equal monthly installments over the following 36 months, provided the NEO remains in continuous service through each such vesting date. (5)Option vested as to 25% of the total number of option shares on March 7, 2025, and the remaining shares vest in equal monthly installments over the following 36 months, provided the NEO remains in continuous service through each such vesting date. (6)Option vested as to 25% of the total number of options shares on March 5, 2026, and the remaining shares vest in equal monthly installments over the following 36 months, provided the NEO remains in continuous service through each such vesting date. (7)The RSUs vest in four equal installments on each of March 15, 2023, March 15, 2024, March 15, 2025, and March 15, 2026, subject to the NEO's continuous service through each such vesting date. (8)The RSUs vest in four equal installments on each of March 15, 2024, March 15, 2025, March 15, 2026, and March 15, 2027, subject to the NEO's continuous service through each such vesting date. (9)The RSUs vest in four equal installments on each of March 15, 2025, March 15, 2026, March 15, 2027, and March 15, 2028, subject to the NEO's continuous service through each such vesting date. (10)The RSUs vest in four equal installments on each of March 15, 2026, March 15, 2027, March 15, 2028, and March 15, 2029, subject to the NEO's continuous service through each such vesting date. (11)The PSUs were granted on March 5, 2025 and are eligible to vest based on certain milestone achievements including net product sales, new assets brought to proof of concept stage and innovation programs that reach the clinical stage, subject to the NEO’s continued employment through March 15, 2028. The PSUs are described in greater detail in the “Long-Term Incentive (“LTI”) Compensation” section of the “Compensation Discussion and Analysis.” In accordance with SEC rules, the number of shares in column (h) and the value of those shares in column (i) reflects threshold performance based on the minimum achievement of either the milestone related to new assets brought to a proof of concept stage or innovation programs that reach the clinical stage. (12)Option vested as to 25% of the total number of option shares on April 24, 2024, and the remaining shares vest in equal monthly installments over the following 36 months, provided Mr. Farrow remains in continuous service through each such vesting date. (13)The RSUs vest in four equal installments on each of June 15, 2024, June 15, 2025, June 15, 2026, and June 15, 2027, subject to Mr. Farrow's continuous service through each such vesting date.

  41. 2025 Options Exercised and Stock Vested

    2025 Options Exercised and Stock Vested The following table shows the number of RSUs held by each of the NEOs that vested during the fiscal year ended December 31, 2025. None of our NEOs exercised any options during such fiscal year.

  42. 2025 Options Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(1) | | Bobak Azamian, M.D., Ph.D. | 51,395 | 2,440,749 | | Jeffrey Farrow | 35,900 | 1,532,029 | | Seshadri Neervannan, Ph.D. | 21,264 | 1,009,827 | | Aziz Mottiwala | 20,957 | 995,248 | | Bryan Wahl, M.D., J.D. | 19,213 | 912,425 |

  43. 2025 Options Exercised and Stock Vested

    (1) Represents the closing price of a share of our common stock on the date of vesting multiplied by the number of shares that have vested.

  44. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table describes the potential payments and benefits for each of our NEOs under their Executive Severance Agreement upon a Qualifying Termination as of December 31, 2025.

  45. Potential Payments Upon Termination or Change in Control

    | Name | Severance Benefit | Termination Apart from a Change in Control ($) | Termination in Connection with a Change in Control ($) | | Bobak Azamian, M.D., Ph.D. | Cash Severance(1) | 735,000 | 2,388,750 | | | Continued Health Coverage(2) | 42,250 | 63,375 | | | Equity Acceleration(3) | — | 38,532,705 | | | Total | 777,250 | 40,984,830 | | Jeffrey Farrow | Cash Severance(1) | 545,000 | 1,035,500 | | | Continued Health Coverage(2) | 40,018 | 40,018 | | | Equity Acceleration(3) | — | 19,145,177 | | | Total | 585,018 | 20,220,695 | | Seshadri Neervannan, Ph.D. | Cash Severance(1) | 550,000 | 1,045,000 | | | Continued Health Coverage(2) | 42,841 | 42,841 | | | Equity Acceleration(3) | — | 13,943,903 | | | Total | 592,841 | 15,031,744 | | Aziz Mottiwala | Cash Severance(1) | 535,000 | 1,016,500 | | | Continued Health Coverage(2) | 41,234 | 41,234 | | | Equity Acceleration(3) | — | 14,181,252 | | | Total | 576,234 | 15,238,986 | | Bryan Wahl, M.D., J.D. | Cash Severance(1) | 505,000 | 959,500 | | | Continued Health Coverage(2) | 16,824 | 16,824 | | | Equity Acceleration(3) | — | 13,306,238 | | | Total | 521,824 | 14,282,562 |

  46. Potential Payments Upon Termination or Change in Control

    (1) Represents (i) the NEO’s base salary and (ii) the prorated target bonus plus the target bonus at the specified achievement percentage, as described in the "Severance and Change in Control Benefits" section above. (2) Represents the continued payment of health insurance premiums for the applicable length of time pursuant to the NEO's Executive Severance Agreement. (3) Represents the value of vesting acceleration of equity awards assuming the Qualifying Termination and change in control occurred on December 31, 2025. The value of RSUs and PSUs is calculated based on our closing stock price per share on December 31, 2025 of $81.88 and, with respect to the PSUs, assumes achievement of the milestones applicable to the PSUs at target. The value of stock option awards is calculated based on the excess of our closing stock price per share on December 31, 2025 of $81.88 and the exercise price of the stock option awards.

  47. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Act and SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Dr. Azamian, our CEO, as of December 31, 2025. For our fiscal year ended December 31, 2025, our CEOs’s annual total compensation disclosed in the Summary Compensation Table was $6,617,979. Our median employee’s annual total compensation was $251,525. Based on this information, the ratio of the annual total compensation of Dr. Azamian to the annual total compensation of our median employee was 26 to 1 for 2025. We calculated our CEO's pay ratio described above in compliance with the requirements set forth in Item 402(u) of Regulation S-K. We first identified the median employee using our employee population of 369 full-time employees, excluding the CEO, as of December 31, 2025, and comparing the W-2 compensation for the year ended December 31, 2025 for such employee population. Once we identified our median employee, we then calculated the median employee’s annual total compensation in the same manner as the NEOs found in the Summary Compensation Table.

  48. Pay-Versus-Performance

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(4) | TARS Total Stockholder Return(5) | Peer Group Total Stockholder Return (NASDAQ Biotechnology Index)(6) | Net Loss (Millions)(7) | Product Sales, Net (Millions)(8) | | 2025 | $6,617,979 | $31,092,283 | $2,663,881 | $11,550,134 | $363.91 | $124.72 | $(66) | $451 | | 2024 | $7,896,192 | $19,754,970 | $3,167,833 | $8,177,805 | $246.09 | $93.47 | $(116) | $180 | | 2023 | $3,130,332 | $4,499,232 | $2,570,776 | $2,678,937 | $90.00 | $94.01 | $(136) | $15 | | 2022 | $3,916,280 | $27,957 | $2,776,070 | $2,017,709 | $65.16 | $89.88 | $(62) | $— |

  49. Compensation Actually Paid and Total Stockholder Return

    Compensation Actually Paid and Total Stockholder Return The following graph illustrates the relationship between the PEO and average non-PEO NEO “compensation actually paid” (“CAP”), our cumulative Total Stockholder Return (“TSR”) and the TSR of the NASDAQ Biotechnology Index, assuming an initial fixed investment of $100, for the fiscal years ended December 31, 2025, 2024, 2023 and 2022.

  50. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss The following graph illustrates the relationship between the PEO and average non-PEO NEO CAP and our net loss for the fiscal years ended December 31, 2025, 2024, 2023 and 2022.

  51. Compensation Actually Paid and Net Product Sales

    Compensation Actually Paid and Net Product Sales The following graph illustrates the relationship between the PEO and average non-PEO NEO CAP and our net product sales for the fiscal years ended December 31, 2025, 2024, 2023 and 2022. We consider net product sales to be the most important financial performance metric in our 2025 executive compensation program because it is the most heavily weighted financial metric used in determining each of our NEO’s annual 2025 cash incentive achievement.

  52. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of eight directors. Our Board of Directors are divided into three classes with staggered three-year terms. Upon expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. The terms of the Class III directors, Wendy Yarno, Andrew Goldberg, Scott Morrison, and David E.I. Pyott, expire at the Annual Meeting. As recommended by our nominating and corporate governance committee, on March 6, 2026, our Board of Directors nominated Wendy Yarno, Andrew Goldberg, Scott Morrison, and David E.I. Pyott for election as the Class III directors at the Annual Meeting. If elected, each will serve on our Board of Directors until the annual meeting of stockholders in 2029 and until his or her successor has been elected and qualified. The Class I directors will serve until our annual meeting of stockholders in 2027. The Class II directors will serve until our annual meeting of stockholders in 2028. The nominees for director at the Annual Meeting, their ages as of April 15, 2026, their positions and offices held with the Company are set forth below. Other biographical information for the members of our Board of Directors is set forth in this proxy statement under the heading “Directors, Executive Officers and Corporate Governance—Directors and Executive Officers.”

  53. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

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

  54. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | Name | Age | Position with Tarsus | | Bhaskar Chaudhuri, Ph.D. | 71 | Director | | William J. Link, Ph.D. | 80 | Director |

  55. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

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

  56. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | Name | Age | Position with Tarsus | | Bobak Azamian, M.D., Ph.D. | 47 | President, Chief Executive Officer, and Board Chairman | | Katherine Goodrich, M.D. | 56 | Director |

  57. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS

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