DEF 14A of Tonix Pharmaceuticals Holding Corp.
Filed Mar 30, 2026 · FY20250001999371-26-007108
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Information about the Nominees
Information about the Nominees At the Annual Meeting, the shareholders will elect nine directors to serve until the next annual meeting of shareholders or until their respective successors are elected and qualified. In the event any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the proxies may be voted for the remaining nominees and for any substitute nominee designated by the present Board, or for the balance of the nominees named without nomination of a substitute nominee, or the size of the Board may be reduced in accordance with the Bylaws of the Company. The Board has no reason to believe that any of the persons named below will be unable or unwilling to serve as a nominee or as a director if elected. Assuming a quorum is present, the nine nominees receiving the highest number of affirmative votes of shares entitled to be voted for them will be elected as directors of the Company for the ensuing year. Unless marked otherwise, proxies received will be voted “FOR” the election of each of the nine nominees named below. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of as many of the nominees listed below as possible, and, in such event, the specific nominees to be voted for will be determined by the proxy holders. All of the director nominees currently serve as directors.
Information about the Nominees
| NAME | AGE | CURRENT POSITION | | Seth Lederman | 68 | President, CEO and Chairman of the Board of Directors | | Richard Bagger | 66 | Director | | Margaret Smith Bell | 66 | Director | | David Grange | 78 | Director | | James Hunter | 70 | Director | | Newcomb Stillwell | 69 | Director | | Adeoye Olukotun | 81 | Director | | Carolyn Taylor | 66 | Director | | James Treco | 70 | Lead Director |
Information about the Nominees
The following information with respect to the principal occupation or employment of each nominee for director, the principal business of the corporation or other organization in which such occupation or employment is carried on, and such nominee’s business experience during the past five years, as well as the specific experiences, qualifications, attributes and skills that have led the Board to determine that such Board members should serve on our Board, has been furnished to the Company by the respective director nominees: Seth Lederman, MD became our President, Chief Executive Officer, Chairman of the Board and a Director in October 2011. Dr. Lederman founded Tonix Pharmaceuticals, Inc., a wholly-owned subsidiary of the Company, in 2007 and has acted as its Chairman of the Board of Directors since its inception, and as President since 2010. Prior to becoming a biopharma entrepreneur, Dr. Lederman served as an Associate Professor at Columbia University, where he directed basic science research in molecular immunology, infectious diseases and the development of therapeutics for autoimmune diseases. In addition to his research, Dr. Lederman served as attending physician in the Edward Daniels Arthritis and Autoimmunity Clinic on the Medical Service at Columbia Presbyterian Hospital. Dr. Lederman received his BA degree in Chemistry from Princeton University in 1979 and his M.D. from Columbia University in 1983. Dr. Lederman’s significant experience with drug discovery, development and commercialization and his experience as an biotechnology executive director were instrumental in his selection as a member of the Board. Richard Bagger became a Director in June 2020. Mr. Bagger has been a Partner and Executive Director of Christie 55 Solutions, LLC, a New Jersey based consulting firm, since January 2020. Mr. Bagger has also been an Adjunct Faculty member at Rutgers University since 2018. From 2012 through 2019, Mr. Bagger was Executive Vice President of Corporate Affairs and Market Access for Celgene Corporation (NASDAQ: CELG), a global biopharmaceutical company, as well as a member of its Executive Committee. From 1993 to 2010, Mr. Bagger held roles of increasing responsibility with Pfizer Inc. (NYSE: PFE), a global pharmaceutical company, and served as Senior Vice President, Worldwide Public Affairs and Policy, from 2006 to 2009. Prior to joining Pfizer, Mr. Bagger was Assistant General Counsel of Blue Cross and Blue Shield of New Jersey, a health insurer, and practiced law with the law firm of McCarter & English. Mr. Bagger served as Board Chair of the National Pharmaceutical Council for 2019 and is a member of the Board of Directors of the U.S. Chamber of Commerce. He is also on the advisory board for the Lerner Center for the Study of Pharmaceutical Management Issues at Rutgers University Business School. Mr. Bagger received an A.B. degree from Princeton University’s School of Public and International Affairs and a J.D. degree from Rutgers University Law School. Mr. Bagger’s extensive healthcare and public policy experience were instrumental in his selection as a member of the Board. Margaret Smith Bell became a Director in September 2017. Previously, Ms. Bell was a Vice President at Standard Life Investments where she was a portfolio manager and health care equity analyst. Ms. Bell was also a Managing Director at Putnam Investments and served as a senior health care analyst and a portfolio manager of the Putnam Health Sciences Trust. Ms. Bell was an analyst and vice president at State Street Research and a research analyst at Alex. Brown & Sons, Inc. Ms. Bell is a past member of the Board of Overseers at Beth Israel Deaconess Medical Center. Ms. Bell holds a B.A. from Wesleyan University and an M.B.A. from the Wharton School at the University of Pennsylvania. Ms. Bell’s extensive healthcare and investment banking experience were instrumental in her selection as a member of the Board. Major General David Grange (U.S. Army, retired) became a director in February 2018. MG Grange has been President and founder of Osprey Global Solutions, LLC (“OGS”), a Service Disabled Veterans Organization, since 2011. MG Grange was Chief Executive Officer of Pharm-Olam International, Ltd., a contract research organization, from April 2017 to October 2019. Prior to founding OGS, MG Grange was a member of the Board of Pharmaceutical Product Development, Inc. (Nasdaq: PPDI), a contract research organization, from 2003 to 2009, and Chief Executive Officer from 2009 to 2011. Prior to PPDI MG Grange served in the McCormick Tribune Foundation for 10 years, most recently as Chief Executive Officer and President, where he also oversaw the support of Veteran Programs. MG Grange served 30 years in the U.S. Army as a Ranger, Green Beret, Aviator, Infantryman and a member of special operating units. At the Pentagon, he was Director of Army Current Operations, Readiness, and Mobilization. MG Grange commanded the Ranger Regiment and the First Infantry Division (the Big Red One). MG Grange holds a master’s degree in Public Service from Western Kentucky University. MG Grange’s extensive experience in the pharmaceutical industry and service with the U.S. military was instrumental in his selection as a member of our Board. James Hunter became a Director in June 2025. Mr. Hunter served as executive Vice President of Commercial Operations at Tonix Pharmaceuticals, Inc. and President of Tonix Medicines, Inc. from June 2023 to December 2024. Mr. Hunter was CEO and Co-founder of Validus Pharmaceuticals from 2007 to 2018. Before co-founding Validus, Mr. Hunter was Executive Director of Neuroscience Sales at Novartis Pharmaceuticals. Previously, Mr. Hunter served as Executive Director of the Northeast Business Unit at Ciba Geigy Pharmaceuticals. Mr. Hunter received his B.S. from Seton Hall University and earned his M.B.A from Fairleigh Dickinson University. Mr. Hunter’s extensive experience in the pharmaceutical industry was instrumental in his selection as a member of our Board. Adeoye Olukotun, MD became a Director in September 2018. Dr. Olukotun is a board member of Arrowhead Pharmaceuticals (ARWR), a publicly traded biopharmaceutical company. Dr. Olukotun has been the Chief Executive Officer of CR Strategies, LLC, a medical products consulting company, since 2000. Dr. Olukotun was the Chief Executive Officer of Genesis Unicorn Corporation, a special acquisition company listed on Nasdaq (GENQU) that became Genesis Unicorn Capital Corp. (GENQ), and later became ESGL Holdings Ltd trading on Nasdaq (ESGL). Dr. Olukoton was the Chief Executive Officer of EpiGen Pharmaceuticals, Inc., a pharmaceutical company, from 2014 to January of 2018. Dr. Olukotun served as Vice Chairman of CardoVax, Inc., a pharmaceutical company, from 2012 to 2016, and as its Chief Executive Officer from 2006 to 2012. He is also co-founder of VIA Pharmaceuticals, Inc., a pharmaceutical company, and served as the company’s Chief Medical Officer from 2004 to 2008. Dr. Olukotun is a member of the board of directors of Arrowhead Pharmaceuticals. Dr. Olukotun received his B.A. from University of North Carolina, Chapel Hill, his M.D. from Albert Einstein College of Medicine, and his M. P.H. from Harvard School of Public Health. Dr. Olukotun’s extensive medical background and experience in the pharmaceutical industry was instrumental in his selection as a member of our Board. R. Newcomb Stillwell became a director in March 2023. Mr. Stillwell has held positions of varying responsibility at the law firm of Ropes & Gray LLP from 1984 to 2021, including, most recently, as co-managing partner of the Ropes & Gray Boston office. Mr. Stillwell graduated from Harvard Law School and earned an A.B. from Princeton University. Mr. Stillwell’s extensive advisory experience on numerous transactions in the life science and healthcare sectors was instrumental in his selection as a member of the Board.
Information about the Nominees
Carolyn Taylor became a director in July 2021. Ms. Taylor was general counsel of Strike Protocols Inc., a financial technology company, from 2019 to 2020, and held positions of varying responsibility, including partner, and most recently, of counsel, at the law firm of Covington & Burling LLP from 1989 to 2000 and 2004 to 2015. From 2000 to 2003, Ms. Taylor served as Executive Vice President and General Counsel of Longitude, Inc., a financial services company. Ms. Taylor graduated from Columbia Law School and earned a B.A. from Brown University. Ms. Taylor’s broad transactional experience was instrumental in her selection as a member of the Board. James Treco became a director in February 2019 and has been our Lead Director since March 2020. Mr. Treco continues to be involved with several small clinical research companies operating out of the Hanover, New Hampshire area. Mr. Treco has been a Managing Partner at First Chicago Advisors, Inc., a boutique financial advisory firm where he advised executives and boards of directors of a wide range of companies, from global, large-cap companies to emerging companies, from 2009 to 2012 and from 2014 to 2024. From 2012 to 2013 Mr. Treco was an investment banker with Gleacher & Company, a company that previously operated an investment banking business, providing corporate and institutional clients with strategic and financial advisory services. Mr. Treco held various positions of increasing responsibility at Salomon Brothers/Citigroup from 1984 to 2008, where he used his extensive experience in the global capital markets to advise a wide range of clients. Mr. Treco holds a B.A. from Yale University and an M.B.A. from the Stanford University Graduate School of Business. Mr. Treco’s extensive healthcare and investment banking experience were instrumental in his selection as a member of the Board.
Interests of Directors and Officers
Interests of Directors and Officers Our directors may grant awards under the Plan to themselves, as well as our officers, in addition to granting awards to our other employees.
Compensation Philosophy and Practices
| ● | An emphasis on pay-for-performance. A significant portion of our executive officers’ total compensation is variable and at risk and tied directly to measurable performance, including pre-specified corporate, strategic or developmental goals, which aligns the interests of our executives with those of our shareholders; | | ● | Performance results are linked to Company and individual performance. When looking at performance over the year, we equally weigh individual performance as well as that of the Company as a whole. Target annual compensation is positioned to allow for above-median compensation to be earned through an executive officer’s and the Company’s extraordinary performance; | | ● | Equity as a key component to align the interests of our executives with those of our shareholders. Our Compensation Committee believes that keeping executives interests aligned with those of our shareholders is critical to driving toward achievement of long-term goals of both our shareholders and the Company. Accordingly, a significant portion of our executives’ compensation are stock based, including stock options that are exercisable at a percentage above market value at the time of grant; and | | ● | Peer group positioning. While the Compensation Committee considers the level of compensation paid by the companies in our peer group as a reference point that provides a framework for its compensation decisions, in order to maintain competitiveness and flexibility, the Compensation Committee does not target compensation at a particular level relative to the peer group; nor does the Compensation Committee employ a formal benchmarking strategy or rely upon specific peer–derived targets. |
Compensation Philosophy and Practices
| ● | Limited personal benefits. Our executive officers are eligible for the same benefits as our non-executive salaried employees, and they do not receive any additional perquisites. | | ● | No retirement benefits. We do not provide our executive officers with a traditional retirement plan, or with any supplemental deferred compensation or retirement benefits. | | ● | No tax gross-ups. We do not provide our executive officers with any tax gross-ups. | | ● | No single-trigger cash change in control benefits. We do not provide cash benefits to, or accelerate the vesting of unvested equity grants issued to, our executives upon a change in control, absent an actual termination of employment. |
Summary Compensation Table
Summary Compensation Table The following table provides certain summary information concerning compensation awarded to, earned by or paid to our Chief Executive Officer, and the three most highly paid executive officers for fiscal years 2025 and 2024.
Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Seth Lederman | 2025 | 702,000 | 596,700 | — | 1,870,130 | — | — | 3,168,830 | | Chief Executive Officer | 2024 | 675,000 | 417,656 | — | 717,111 | — | — | 1,809,767 | | Jessica Morris | 2025 | 522,912 | 261,450 | — | 441,907 | — | — | 1,226,269 | | Chief Operations Officer | 2024 | 494,000 | 180,310 | — | 213,431 | — | — | 887,741 | | Bradley Saenger | 2025 | 502,944 | 251,450 | — | 389,119 | — | — | 1,143,513 | | Chief Financial Officer | 2024 | 483,600 | 176,514 | — | 189,867 | — | — | 849,981 | | Gregory Sullivan | 2025 | 519,168 | 259,600 | — | 437,774 | — | — | 1,216,542 | | Chief Medical Officer | 2024 | 499,200 | 182,208 | — | 241,036 | — | — | 922,444 |
Summary Compensation Table
| (1) Represents the aggregate grant date fair value of options granted in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, “Stock Compensation.” For the relevant assumptions used in determining these amounts, refer to Note 18 to our audited financial statements. |
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025 The following table provides information with regard to each grant of plan-based award made to a named executive officer under any plan during the fiscal year ended December 31, 2025.
Grants of Plan-Based Awards in Fiscal 2025
| Name | Grant Date | All Other Option Awards: Number of Securities Underlying Options(#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Seth Lederman | 2/25/2025 | 123,958 | 8.05 | 938,610 | | | 2/25/2025 | 123,958 | 10.06(2) | 931,520 | | Bradley Saenger | 2/25/2025 | 25,792 | 8.05 | 195,297 | | | 2/25/2025 | 25,792 | 10.06(2) | 193,822 | | Jessica Morris | 2/25/2025 | 29,291 | 8.05 | 221,791 | | | 2/25/2025 | 29,291 | 10.06(2) | 220,116 | | Gregory Sullivan | 2/25/2025 | 29,017 | 8.05 | 219,717 | | | 2/25/2025 | 29,017 | 10.06(2) | 218,057 |
Grants of Plan-Based Awards in Fiscal 2025
| (1) Represents the aggregate grant date fair value of options granted in accordance with FASB ASC Topic 718. |
Grants of Plan-Based Awards in Fiscal 2025
| (2) Represents an exercise price at a 125% premium of the closing price of the Company’s common stock on the grant date. |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| Name | Number of Securities underlying Unexercised Options (#) Exercisable | Number of Securities underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date | | Seth Lederman | 1 | — | $3,219,200,000.00 | 2/9/2026 | | | — | 1(1) | $3,219,200,000.00 | 2/9/2026 | | | 1 | — | $352,000,000.00 | 3/1/2027 | | | 1 | — | $217,600,000.00 | 2/13/2028 | | | 1 | — | $272,000,000.00 | 2/13/2028 | | | 1 | — | $12,096,000.00 | 2/26/2029 | | | 1 | — | $15,104,000.00 | 2/26/2029 | | | 1 | — | $13,120,000.00 | 5/6/2029 | | | 1 | — | $16,384,000.00 | 5/6/2029 | | | 1 | — | $256,000.00 | 2/25/2030 | | | 1 | — | $320,000.00 | 2/25/2030 | | | 4 | — | $492,800.00 | 5/4/2030 | | | 4 | — | $614,400.00 | 5/4/2030 | | | 5 | — | $780,800.00 | 2/23/2031 | | | 5 | — | $979,200.00 | 2/23/2031 | | | 8 | —(2) | $134,400.00 | 2/15/2032 | | | 5 | 3(2) | $262,400.00 | 2/15/2032 | | | 5 | 3(2) | $396,800.00 | 2/15/2032 | | | 5 | 3(2) | $531,200.00 | 2/15/2032 | | | 34 | 1(3) | $14,624.00 | 2/23/2033 | | | 34 | 1(3) | $18,208.00 | 2/23/2033 | | | 410 | —(4) | $1,177.60 | 2/27/2034 | | | 46 | 28(5) | $1,177.60 | 2/27/2034 | | | 369 | 226(5) | $1,472.00 | 2/27/2034 | | | — | 123,958(6) | $8.05 | 2/25/2035 | | | — | 123,958(6) | $10.06 | 2/25/2035 | | Jessica Morris | 1 | — | $3,219,200,000.00 | 2/9/2026 | | | — | 1(1) | $3,219,200,000.00 | 2/9/2026 | | | 1 | — | $352,000,000.00 | 3/1/2027 | | | 1 | — | $217,600,000.00 | 2/13/2028 | | | 1 | — | $272,000,000.00 | 2/13/2028 | | | 1 | — | $12,096,000.00 | 2/26/2029 | | | 1 | — | $15,104,000.00 | 2/26/2029 | | | 1 | — | $13,120,000.00 | 5/6/2029 | | | 1 | — | $16,384,000.00 | 5/6/2029 | | | 1 | — | $256,000.00 | 2/25/2030 | | | 1 | — | $320,000.00 | 2/25/2030 | | | 1 | — | $492,800.00 | 5/4/2030 | | | 1 | — | $614,400.00 | 5/4/2030 | | | 1 | — | $780,800.00 | 2/23/2031 | | | 1 | — | $979,200.00 | 2/23/2031 | | | 2 | —(2) | $134,400.00 | 2/15/2032 | | | 1 | 1(2) | $262,400.00 | 2/15/2032 | | | 1 | 1(2) | $396,800.00 | 2/15/2032 | | | 1 | 1(2) | $531,200.00 | 2/15/2032 | | | 7 | 4(3) | $14,624.00 | 2/23/2033 | | | 7 | 4(3) | $18,272.00 | 2/23/2033 | | | 63 | 37(5) | $1,177.60 | 2/27/2034 | | | 63 | 37(5) | $1,472.00 | 2/27/2034 | | | — | 29,291(6) | $8.05 | 2/25/2035 | | | — | 29,291(6) | $10.06 | 2/25/2035 | | Bradley Saenger | 1 | — | $3,219,200,000.00 | 2/9/2026 | | | — | 1(1) | $1,548,800,000.00 | 5/27/2026 | | | 1 | — | $1,548,800,000.00 | 5/27/2026 | | | 1 | — | $352,000,000.00 | 3/1/2027 | | | 1 | — | $217,600,000.00 | 2/13/2028 | | | 1 | — | $272,000,000.00 | 2/13/2028 | | | 1 | — | $12,096,000.00 | 2/26/2029 | | | 1 | — | $15,104,000.00 | 2/26/2029 | | | 1 | — | $13,120,000.00 | 5/6/2029 | | | 1 | — | $16,384,000.00 | 5/6/2029 | | | 1 | — | $256,000.00 | 2/25/2030 | | | 1 | — | $320,000.00 | 2/25/2030 | | | 1 | — | $492,800.00 | 5/4/2030 | | | 1 | — | $614,400.00 | 5/4/2030 | | | 1 | — | $780,800.00 | 2/23/2031 | | | 1 | — | $979,200.00 | 2/23/2031 | | | 1 | 1(2) | $134,400.00 | 2/15/2032 |
Outstanding Equity Awards at December 31, 2025
| Name | Number of Securities underlying Unexercised Options (#) Exercisable | Number of Securities underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date | | | 1 | 1(2) | $262,400.00 | 2/15/2032 | | | 1 | 1(2) | $396,800.00 | 2/15/2032 | | | 1 | 1(2) | $531,200.00 | 2/15/2032 | | | 7 | 3(3) | $14,624.00 | 2/23/2033 | | | 7 | 3(3) | $18,272.00 | 2/23/2033 | | | 60 | 29(5) | $1,177.60 | 2/27/2034 | | | 60 | 29(5) | $1,472.00 | 2/27/2034 | | | — | 25,792(6) | $8.05 | 2/25/2035 | | | — | 25,792(6) | $10.06 | 2/25/2035 | | Gregory Sullivan | 1 | — | $3,219,200,000.00 | 2/9/2026 | | | — | 1(1) | $3,219,200,000.00 | 2/9/2026 | | | 1 | — | $352,000,000.00 | 3/1/2027 | | | 1 | — | $217,600,000.00 | 2/13/2028 | | | 1 | — | $272,000,000.00 | 2/13/2028 | | | 1 | — | $12,096,000.00 | 2/26/2029 | | | 1 | — | $15,104,000.00 | 2/26/2029 | | | 1 | — | $13,120,000.00 | 5/6/2029 | | | 1 | — | $16,384,000.00 | 5/6/2029 | | | 1 | — | $256,000.00 | 2/25/2030 | | | 1 | — | $320,000.00 | 2/25/2030 | | | 1 | — | $492,800.00 | 5/4/2030 | | | 1 | — | $614,400.00 | 5/4/2030 | | | 1 | — | $780,800.00 | 2/23/2031 | | | 1 | — | $979,200.00 | 2/23/2031 | | | 2 | —(2) | $134,400.00 | 2/15/2032 | | | 1 | 1(2) | $262,400.00 | 2/15/2032 | | | 1 | 1(2) | $396,800.00 | 2/15/2032 | | | 1 | 1(2) | $531,200.00 | 2/15/2032 | | | 8 | 3(3) | $14,624.00 | 2/23/2033 | | | 8 | 3(3) | $18,272.00 | 2/23/2033 | | | 70 | 42(5) | $1,177.60 | 2/27/2034 | | | 70 | 42(5) | $1,472.00 | 2/27/2034 | | | — | 29,017(6) | $8.05 | 2/25/2035 | | | — | 29,017(6) | $10.06 | 2/25/2035 |
Outstanding Equity Awards at December 31, 2025
| (1) The shares subject to this stock option vest 1/3rd upon the date(s) that certain stock price goals are achieved. The stock price goals are such date(s) when the Company’s common stock has an average closing sales price equal to or exceeding each of $3,840,000,000.00, $4,480,000,000.00 and $5,120,000,000.00 per share for 20 consecutive trading days, subject to a one year minimum service period prior to vesting. | | (2) The shares subject to this stock option vested as to 10% of the shares on February 15, 2023, 10% of the shares on February 15, 2024, 40% of the shares on February 15, 2025 and 40% of the shares on February 15, 2026. | | (3) The shares subject to this stock option vested as to 1/3rd of the shares on February 23, 2024, with the remaining shares vesting on an equal monthly basis over the following 24 months. | | (4) The shares subject to this stock option were in lieu of a cash award, Dr. Lederman’s 2024 cash bonus was paid in the form of a stock option award granted pursuant to the 2020 Plan, with 100% of such options vesting on the six-month anniversary of issuance, expiring 10 years from date of issuance. | | (5) The shares subject to this stock option vested as to 1/3 of the shares on February 23, 2025, with the remaining shares vesting on an equal monthly basis over the following 24 months. | | (6) The shares subject to this stock option vested as to 1/3 of the shares on February 25, 2026, with the remaining shares vesting on an equal monthly basis over the following 24 months. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested No options were exercised by any of the named executive officers and no named executive officers held restricted stock units during the fiscal year ended December 31, 2025.
Directors Compensation Table
Directors Compensation Table Each of our non-employee directors, other than the lead director, receives an annual cash retainer of $55,000; the retainer for the lead director is $75,000. In addition, during 2025, each of our non-employee directors received stock options to purchase shares of our common stock valued at $188,830 as determined by the Black Scholes method on the date of grant, which vest on the next annual meeting of shareholders. The following table sets forth summary information concerning the total compensation paid to our non-employee directors in 2025 for services to our Company.
Directors Compensation Table
| Name | Cash Compensation ($) | Option Awards ($)(1) | Total ($) | | Richard Bagger | $55,000 | $188,830 | $243,830 | | Margaret Smith Bell | $55,000 | $188,830 | $243,830 | | David Grange | $55,000 | $188,830 | $243,830 | | James Hunter | $30,250 | $249,957 | $280,207 | | Adeoye Olukotun | $55,000 | $188,830 | $243,830 | | Newcomb Stillwell | $55,000 | $188,830 | $243,830 | | Carolyn Taylor | $55,000 | $188,830 | $243,830 | | James Treco(2) | $75,000 | $188,830 | $263,830 | | Total: | $435,250 | $1,571,767 | $2,007,017 |
Directors Compensation Table
| (1) Represents the aggregate grant date fair value of stock options granted in accordance with FASB ASC Topic 718. For the relevant assumptions used in determining these amounts, refer to Note 14 to our audited financial statements. These amounts do not necessarily correspond to the actual value that may be recognized from the stock option grant. | | (2) Mr. Treco received additional cash compensation for serving as lead director. |
Directors Compensation Table
As of December 31, 2025, our non-employee directors listed in the table above held outstanding stock options, as follows:
Directors Compensation Table
| Name | Number of Shares Underlying Outstanding Stock Options | | Richard Bagger | 10,042 | | Margaret Smith Bell | 10,045 | | David Grange | 10,045 | | James Hunter | 7,744 | | Adeoye Olukotun | 10,044 | | Newcomb Stillwell | 10,041 | | Carolyn Taylor | 10,041 | | James Treco | 10,045 |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on: TSR ($) | Net Income ($ Millions) | | 2025 | 2,923,130 | 4,587,217 | 1,195,445 | 1,571,060 | 0.01 | (124) | | 2024 | 1,809,077 | 1,055,851 | 886,722 | 658,787 | 0.01 | (130) | | 2023 | 2,050,065 | 647,036 | 928,503 | 652,376 | 0.56 | (117) |
Pay Versus Performance Disclosure
| 1. | Seth Lederman was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance Disclosure
| 2023 - 2025 | | Gregory Sullivan | | Bradley Saenger | | Jessica Morris |
Pay Versus Performance Disclosure
| 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. |
Pay Versus Performance Disclosure
| 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Option Awards column are the totals from the Option Awards column set forth in the Summary Compensation Table. |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Seth Lederman ($) | Exclusion of Option Awards for Seth Lederman ($) | Inclusion of Equity Values for Seth Lederman ($) | Compensation Actually Paid to Seth Lederman ($) | | 2025 | 2,923,130 | (1,870,130) | 3,534,217 | 4,587,217 | | 2024 | 1,809,077 | (717,111) | (36,115) | 1,055,851 | | 2023 | 2,050,065 | (1,375,065) | (27,964) | 647,036 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,195,445 | (422,933) | 798,548 | 1,571,060 | | 2024 | 886,722 | (214,778) | (13,157) | 658,787 | | 2023 | 928,503 | (276,250) | 123 | 652,376 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Seth Lederman ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Seth Lederman ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Seth Lederman ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Seth Lederman ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Seth Lederman ($) | Total - Inclusion of Equity Values for Seth Lederman ($) | | 2025 | 3,544,005 | (4,158) | 0 | (5,630) | 0 | 3,534,217 | | 2024 | 18,433 | (42,296) | 12,141 | (24,392) | 0 | (36,115) | | 2023 | 75,500 | (144,067) | 0 | 40,603 | 0 | (27,964) |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 801,483 | (1,237) | 0 | (1,698) | 0 | 798,548 | | 2024 | 5,531 | (11,544) | 0 | (7,145) | 0 | (13,157) | | 2023 | 22,560 | (31,186) | 0 | 8,749 | 0 | 123 |
Pay Versus Performance Disclosure
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.