Beta Bionics, Inc.

Our named executive officers for the year ended December 31, 2024, consisting of our principal executive officer and the next two most highly compensated executive officers, were:

Summary Compensation Table for the Year Ended December 31, 2024

The following table presents all of the compensation awarded to our named executive officers during the year ended December 31, 2024.

Narrative to Summary Compensation Table

Annual Base Salary

The 2024 annual base salary rates for our named executive officers are set forth in the table below.

In February 2025, our board of directors increased Mr. Saint’s annual base salary to $700,000, Mr. Hopman’s annual base salary to $450,000 and Mr. Feider’s annual base salary to $475,000, with each such increase to be retroactively effective to January 1, 2025.

Performance Bonus Opportunity

In addition to base salaries, our named executive officers are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals. The annual performance-based bonus each named executive officer is eligible to receive is generally based on the extent to which we achieve the corporate goals that our board of directors establishes each year. At the end of the year, our board of directors reviews our performance against each corporate goal and determines the extent to which we achieved each of our corporate goals. Our board of directors will also generally consider each named executive officer’s individual contributions towards reaching our annual corporate goals.

For 2024, Mr. Saint’s and Mr. Feider’s target bonus was 50% of each’s then-current base salary. From January 1, 2024 to September 9, 2024, Mr. Hopman’s target bonus was 30% of his then-current base salary, and from September 10, 2024 to December 31, 2024, Mr. Hopman’s target bonus was 50% of his then-current base salary. For 2024, the goals applicable to Mr. Saint, Mr. Feider and Mr. Hopman (prior to his appointment as the Company’s Chief Commercial Officer) related to achievement of certain financial, corporate and clinical objectives and with respect to Mr. Hopman (following his appointment as the Company’s Chief Commercial Officer), a Company revenue target. In January 2025, our board of directors evaluated our performance against the corporate goals applicable to our named executive officers and approved 2024 annual performance bonuses for each of our named executive officers, as reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. Mr. Hopman’s 2024 target bonus was prorated based on the part of the year that he served as our Senior Vice President of Market Access.

Effective January 1, 2025 and for our 2025 calendar year, Mr. Saint is eligible to receive an annual target bonus equal to 100% of his 2025 annual base salary, and each of Mr. Hopman and Mr. Feider is eligible to receive an annual target bonus equal to 55% of his respective 2025 annual base salary.

Equity-Based Incentive Awards

Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our employees, including our executive officers. The board of directors or an authorized committee thereof is responsible for approving equity grants.

Prior to our initial public offering, we granted stock options pursuant to our 2016 Plan to certain of our executives. Following our initial public offering, we have granted equity awards under the terms of our 2025 Plan. The terms of our equity plans are described below under the subsection titled “—Equity Benefit Plans.”

In January 2024 as a result of his contribution to achieving pharmacy reimbursement for the iLet in 2023, our board of directors granted an option under our 2016 Plan to purchase 17,765 shares to Mr. Hopman. The option has an exercise price of $8.52 per share, which was the fair market value per share of our Class B common stock on the date of grant, as determined by our board of directors, and vests in a series of 48 successive equal monthly installments after the vesting commencement date, subject to his continuous service with us as of each such vesting date.

In September 2024 and in connection with his promotion to Chief Commercial Officer, our board of directors granted an option under our 2016 Plan to purchase 39,424 shares to Mr. Hopman. The option has an exercise price of $10.74 per share, which was the fair market value per share of our Class B common stock on the date of grant, as determined by our board of directors, and vests in a series of 48 successive equal monthly installments after the vesting commencement date, subject to his continuous service with us as of each such vesting date.

In December 2024, our board of directors approved the following stock option grants to each of our named executive officers, which were granted in January 2025 under our 2025 Plan, contingent and effective upon execution of the underwriting agreement by and among us and the underwriters (Effective Time), subject to the continued service of our named executives through the Effective Time: 467,944 shares to Mr. Saint, 47,775 shares to Mr. Hopman and 186,203 shares to Mr. Feider. The stock options have an exercise price per share of $17.00, which was the initial price to the public of a share of our common stock in our initial public offering, and shall vest starting at the Effective Time in a series of 48 successive equal monthly installments, subject to the executive’s continuous service with us as of each such vesting date.

In February 2025, our board of directors granted restricted stock unit (RSU) awards under the 2025 Plan to Messrs. Saint, Hopman and Feider in respect of 108,000, 35,000 and 47,000 shares of our common stock, respectively. The shares subject to the RSU awards vest in 12 equal quarterly installments from March 1, 2025, in each case, subject to the executive officer’s continuous service through each applicable vesting date.

Outstanding Equity Awards as of December 31, 2024

The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2024.

Employment Arrangements with Our Named Executive Officers

We have employment agreements or offer letters with each of our named executive officers. The material terms of each of these agreements are described below. These agreements provide for base salaries and incentive compensation, and each component reflects the scope of each named executive officer’s anticipated responsibilities and the individual experience they bring to our Company. The employment of each of our named executive officers is “at will” and may be terminated at any time.

Sean Saint. We entered into an employment agreement with Mr. Saint in July 2022 and effective August 1, 2022 (Saint Start Date), pursuant to which Mr. Saint was initially hired as a Senior Advisor and, effective August 15, 2022, as the Company’s Chief Executive Officer. Pursuant to his July 2022 agreement, Mr. Saint is entitled to an annual base salary of $450,000 (most recently increased to $500,000) and an annual performance bonus with an initial target percentage equal to 50% of his annual base salary based on the Company’s achievement against its objectives, which target percentage may be increased to 62.5% at the discretion of our board of directors. Pursuant to his employment agreement, in August 2022 we granted two options to Mr. Saint, one to purchase 4.5% of our capital stock as of the Saint Start Date or 749,446 shares of Class B common stock, with an exercise price of $15.61 per share, which was repriced to $7.51 per share in March 2023, subject to a four-year vesting schedule, with

25% vesting on the first anniversary of the Saint Start Date and the balance vesting monthly over the remaining 36 months, subject to Mr. Saint’s continued service with us (First Grant). The second option granted to Mr. Saint, in August 2022, provides for the purchase of 0.5% of the capital stock as of the Saint Start Date or 83,268 shares of our Class B common stock, also with an exercise price of $15.61 per share, which was also repriced to $7.51 per share in March 2023, which vests in 12 equal monthly installments following the four-year anniversary of the Saint Start Date, subject to Mr. Saint’s continued service with us (Second Grant, and together with the First Grant, Initial Options). Pursuant to his employment agreement, in the event that we issue shares of our capital stock to investors in one or more capital raising transactions up to an aggregate of $75,000,000, Mr. Saint shall receive additional stock options to purchase Class B common stock (Top-Up Options) so that, after taking into account such new capital raising transaction, the capital stock subject to the Initial Options and the Top-Up Options together represent 5.0% of the capital stock of the Company on a fully diluted basis as of immediately following each such grant. 90% of each grant of Top-Up Options, if any, shall have the same vesting commencement date as the First Grant and shall have the same vesting schedule as the First Grant, such that 90% of the Top-Up Options, if granted, shall be fully vested on the four-year anniversary of the Saint Start Date, subject to Mr. Saint’s continued service with us on each such vesting date. The remaining 10% of each grant of Top-Up Options, if any, shall have the same vesting commencement date as the Second Grant and shall have the same vesting schedule as the Second Grant, such that 10% of the Top-Up Options, if granted, shall be fully vested on the five-year anniversary of the Saint Start Date, subject to Mr. Saint’s continued service with us on each such vesting date. Mr. Saint was granted a Top-Up Option in September 2023 covering 549,109 shares of our Class B common stock at an exercise price per share of $5.10. Mr. Saint’s eligibility to receive Top-Up Options terminated immediately prior to the consummation of our initial public offering.

Mark Hopman. We entered into an employment agreement with Mr. Hopman in March 2023 and effective March 20, 2023 (Hopman First Start Date) as the Company’s Senior Vice President of Market Access (March 2023 Agreement). In September 2024 and effective September 10, 2024 (Hopman Second Start Date), Mr. Hopman was promoted to Chief Commercial Officer and we entered into a new employment agreement (September 2024 Agreement). Pursuant to his March 2023 Agreement, Mr. Hopman was entitled to an annual base salary of $350,000 and per his September 2024 Agreement, he is now entitled to an annual base salary of $370,800. Pursuant to his March 2023 Agreement, he was entitled to an annual performance bonus with a target percentage equal to 30% of his annual base salary based on the Company’s achievement against its objectives and per his September 2024 Agreement, he is entitled to an annual performance bonus with a target percentage equal to 50% of his annual base salary based on the Company’s achievement against its objectives, which bonus amount is capped at 100% of his salary. Pursuant to his March 2023 Agreement, in July 2023, we granted an option to Mr. Hopman to purchase 83,242 shares of Class B common stock, with an exercise price of $5.10 per share, subject to a four-year vesting schedule, with 25% vesting on the first anniversary of the Hopman First Start Date and the balance vesting monthly over the remaining 36 months, subject to Mr. Hopman’s continued service with us. Pursuant to his September 2024 Agreement, in September 2024, we granted an option to Mr. Hopman to purchase 39,424 shares of Class B common stock, with an exercise price of $10.74 per share, subject to a four-year vesting schedule, vesting monthly over 48 months after the Hopman Second Start Date, subject to Mr. Hopman’s continued service with us.

Stephen Feider. We entered into an employment agreement with Mr. Feider in July 2022 and effective August 1, 2022 (Feider Start Date), pursuant to which Mr. Feider was initially hired as a Senior Advisor and, effective August 15, 2022, as the Company’s Chief Financial Officer. Pursuant to his July 2022 agreement, Mr. Feider is entitled to an annual base salary of $275,000 and an annual performance bonus with an initial target percentage equal to 50% of his annual base salary based on the Company’s achievement against its objectives, which target percentage may be increased to 62.5% at the discretion of our board of directors. Pursuant to his employment agreement, in August 2022, we granted an option to Mr. Feider to purchase 1.0% of our capital stock or 166,542 shares of Class B common stock, with an exercise price of $15.61 per share, which was repriced to $7.51 per share in March 2023, subject to a four-year vesting schedule, with 25% vesting on the first anniversary of the Feider Start Date and the balance vesting monthly over the remaining 36 months, subject to Mr. Feider’s continued service with us.

Potential Payments Upon Termination or Change in Control

Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive amounts earned during his term of service, including unpaid salary and unused vacation.

In addition, Mr. Saint and Mr. Feider are entitled to certain severance benefits under their respective employment agreements, subject to their execution of a release of claims, return of all Company property and compliance with post-termination obligations.

Mr. Saint’s employment agreement provides that, if his employment is terminated by us without “cause” (other than as a result of death or disability) or Mr. Saint resigns for “good reason” (each, as defined in Mr. Saint’s employment agreement), he will be entitled to receive continued payment of his then-current base salary for 12 months, payment for continued group healthcare benefit premiums for up to 12 months, and a lump sum payment equal to his annual bonus, pro-rated for the year of termination, and based on achievement of the performance objectives and payable at the same time as bonus payments are made to other executives of the Company. In addition, if the Company consummates a “change in control” (as defined in Mr. Saint’s employment agreement) and either (a) the Company is not the surviving entity following such change in control or (b) Mr. Saint is terminated without “cause” or resigns for “good reason”, he will be entitled to receive a lump sum cash payment equal to (i) 300% of the sum of his then-current base salary plus his then-current target bonus, if the change in control occurs within 12 months of the Saint Start Date or (ii) 200% of the sum of his then-current base salary plus his then-current target bonus if the change in control occurs more than 12 months after the Saint Start Date. In addition, if the Company consummates a change in control, the vesting and exercisability of all outstanding time-based stock options and other time-based equity awards will accelerate in full effective as of the date of his release agreement with the Company.

Mr. Feider’s employment agreement provides that, if his employment is terminated by us without “cause” (other than as a result of death or disability) or Mr. Feider resigns for “good reason” (each, as defined in Mr. Feider’s employment agreement), he will be entitled to receive continued payment of his then-current base salary for 12 months, payment for continued group healthcare benefit premiums for up to 12 months, and a lump sum payment equal to his annual bonus, pro-rated for the year of termination, and based on achievement of the performance objectives and payable at the same time as bonus payments are made to other executives of the Company.

For the purposes of Mr. Saint and Mr. Feider’s employment agreements, “cause” for termination means (a) the executive’s willful and continued failure to substantially perform reasonable, assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured, to the extent curable, within thirty (30) days after a written demand for substantial performance is delivered to the executive by the board of directors or the Company, as applicable; (b) dishonesty to our board of directors or the Company, as applicable, with respect to any material matter; (c) misappropriation of funds or property of the Company; (d) misconduct by the executive, regardless of whether in the course of his employment, that would reasonably be expected to result in material injury or reputational harm to the Company if he were to continue to be employed in the same position; (e) the executive’s conviction of, or the entry of a pleading of guilty or nolo contendere to, any crime involving moral turpitude, deceit, dishonesty or fraud, or any felony; (f) the executive’s willful engagement in dishonesty, illegal conduct or gross negligence; (g) a material violation of any of the Company’s harassment, retaliation or discrimination policies or code of conduct; (h) the executive’s unwillingness to consent to an assignment of his employment agreement in connection with any “Change in Control” (defined below) subject to certain exceptions; (i) any material breach by the executive of the executive’s employment agreement or any related agreements with the Company; or (j) the executive’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the board of directors or Company, as applicable, to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

For the purposes of Mr. Saint’s and Mr. Feider’s employment agreements, “good reason” means, subject to certain notice and cure rights, (a) any material diminution in the authority, duty or responsibilities of the executive; (b) a material reduction in salary, except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; or (c) material violation by the Company of the terms of the executive’s employment agreement without his consent.

For the purposes of Mr. Saint’s and Mr. Feider’s employment agreement, “change in control” means (a) the acquisition by any person or entity of more than 50% of our combined voting power, (b) the majority of our board of directors is replaced during any 12-month period by directors whose election is not endorsed by a majority of the members of our board of directors prior to such election; (c) a merger or consolidation in which we are not the surviving corporation (unless the holders of our outstanding voting stock immediately prior to the transaction own, immediately after the transaction, securities representing at least 50% of the voting power of the corporation or other entity surviving such transaction); or (d) a sale of all or substantially all of our assets.

Each of our named executive officers holds stock options that were granted subject to the general terms of our 2016 Plan. A description of the termination and change in control provisions in our 2016 Plan and applicable to the stock options granted to our named executive officers is provided below under “—Equity Benefit Plans” and above “—Outstanding Equity Awards as of December 31, 2024” and “—Equity-Based Incentive Awards.”

Other Compensation and Benefits

All of our current named executive officers are eligible to participate in our employee benefit plans, including medical, dental, vision, short- and long-term disability, health savings and flexible spending accounts, and life and accidental dismemberment insurance plans, in each case on the same basis as all of our other employees. We pay a portion of the premiums for the medical and vision insurance, and the full premiums for dental, life and accidental death and dismemberment insurance, and short- and long-term disability for all our employees, including our named executive officers. We generally do not provide perquisites or personal benefits to our named executive officers. In addition, we provide the opportunity to participate in a 401(k) plan to our employees, including each of our named executive officers, as discussed in the subsection titled “—401(k) Plan” below.

401(k) Plan

Our named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986, as amended (Code) with an annual match of 100% of the amount deferred up to 6% of the participant’s earnings. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. Our board of directors may elect to adopt qualified or nonqualified benefit plans in the future, if it determines that doing so is in our best interests.

Equity Benefit Plans

We believe that our ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of our employees, consultants and directors with the financial interests of our stockholders. In addition, we believe that our ability to grant options and other equity-based awards helps us to attract, retain and motivate employees, consultants and directors, and encourages them to devote their best efforts to our business and financial success. The principal features of our equity incentive plans are summarized below. These summaries are qualified in their entirety by reference to the actual text of the plans, which are filed as exhibits to the registration statement of which this Annual Report forms a part.

Amended and Restated 2016 Stock Incentive Plan

Our board of directors adopted, and our stockholders approved, our 2016 Plan in February 2016. Our 2016 Plan was most recently amended in August 2023. The 2016 Plan was terminated on the date the 2025 Plan became effective, and thereafter no further stock awards will be granted under the 2016 Plan. However, any outstanding stock awards granted under the 2016 Plan will remain outstanding, subject to the terms of our 2016 Plan and award agreements, until such outstanding options are exercised or until any stock awards terminate or expire by their terms.

Types of Awards. Our 2016 Plan allows for the grant of incentive stock options to employees, including employees of any subsidiary or parent, and grants of non-qualified stock options, restricted stock awards and any other security with the value derived from the value of our shares to our employees, directors and consultants, including employees, directors and consultants of any subsidiary or parent.

Authorized Shares. As of December 31, 2024, we reserved an aggregate of 14,317,816 shares of our Class B common stock for the issuance of equity awards under the 2016 Plan. This number is subject to adjustment in the event of a stock split, stock dividend, or other change in our capitalization. The shares may be authorized but unissued or reacquired shares. As of December 31, 2024, only options have been granted under the 2016 Plan.

Only shares of Class B common stock that have actually been issued under the 2016 Plan in connection with an award shall be counted against the maximum aggregate number of shares of Class B common stock available under the 2016 Plan. Any shares of Class B common stock that are forfeited or canceled, expire, are surrendered, or otherwise become unexercisable before the shares of Class B common stock have been issued under the 2016 Plan shall be deemed not to have been issued for purposes of determining the maximum aggregate number of shares of Class B common stock that may be issued under the 2016 Plan, and such unissued shares of Class B common stock shall become available for future grant under the 2025 Plan. Shares of Class B common stock that have been issued under the 2016 Plan shall not be returned to the 2016 Plan and shall not become available for future issuance under the 2016 Plan.

Administration. Our board of directors or a committee or subcommittee designated by our board of directors administers our 2016 Plan, or the plan administrator. Subject to the provisions of our 2016 Plan, the plan administrator has full authority to, among other things, select recipients of awards, to determine the number of shares or the amount of other consideration subject to each award, to approve forms of award agreements for use under the 2016 Plan, to determine the terms and conditions of awards and to establish additional terms, conditions rules or procedures to accommodate the terms of any corporate transaction, award exchange program, award deferral program or other such program; provided, however, that no award shall be subject to any such additional terms, conditions, rules or procedures that are inconsistent with the provisions of the 2016 Plan. The plan administrator may also amend any outstanding award, provided that no amendment to an award may adversely affect any of the rights of a grantee under any awards previously granted without his or her consent.

Options. The exercise price per share of each stock option is determined by our plan administrator and must equal at least 100% of the fair market value of a share of our Class B common stock on the date of grant. The term of each stock option may not exceed 10 years from the date of grant. In the case of an incentive stock option granted to a grantee who, at the time of grant of such stock option, owns stock representing more than 10% of the voting power of all of our classes of stock, or a 10% owner, the exercise price per share of our Class B common stock underlying each such stock option must be at least equal to 110% of the fair market value of a share of our Class B common stock on the date of grant, and the term of each stock option may not exceed five years from the date of grant. The award agreement may, but need not, include a provision whereby the grantee may elect at any time while an employee, director or consultant to exercise any part or all of the stock option before full vesting of the stock option. Any unvested shares of Class B common stock received in accordance with such exercise shall be subject to a repurchase right in favor of us or a related entity. The plan administrator determines the methods of payment of the exercise price of a stock option as specified in the applicable award agreement or later authorized by the plan administrator under the terms of the 2016 Plan.

Termination of Service. After a grantee’s termination of service (other than a termination for cause and not in the event of a grantee’s change of status from employee, director or consultant to any other status of), the grantee generally may exercise his or her stock options, to the extent vested as of such date of termination, for 30 days following such termination or such longer period of time as specified in the applicable award agreement; provided, that if the termination is due to death or disability, the stock option generally will remain exercisable, to the extent vested as of such date of termination, until the six month anniversary of such termination, or such longer post-termination exercise period as may be set forth in the award agreement or subsequently approved by the plan administrator in accordance with this 2016 Plan. In the event of termination of a grantee’s continuous service as a result of transfer by us to an entity that is not a “related entity” (as defined in the 2016 Plan) or as a result of grantee’s employer ceasing to be a related entity, the grantee may exercise the stock option within 30 days from the date of termination or such longer post-termination exercise period as may be set forth in the award agreement or subsequently approved by the plan administrator in accordance with the 2016 Plan.

Transferability or Assignability of Awards. Our awards are subject to transfer restrictions as the plan administrator may determine. The 2016 Plan generally does not allow for the transfer or assignment of options, other than by will or the laws of descent and distribution, or, with respect to nonqualified stock options, to a revocable trust. Only the recipient of an incentive stock option may exercise such an award during his or her lifetime.

Corporate Transaction. The 2016 Plan provides that upon the occurrence of a “corporate transaction” (as defined in the 2016 Plan), awards shall be treated in accordance with the agreement governing the corporate transaction. Options may be assumed, substituted for new awards of a successor entity, exercised within a period of time prior to the consummation of the corporate transaction or terminated at the effective time of such corporate transaction in exchange for a payment to holders of vested stock options equal to the excess of the fair market value of the shares (as of the effective date of the corporate transaction) and the aggregate exercise price. For awards subject to a repurchase right (including options with early exercise), the award shall be (i) assumed by the successor entity in connection with the corporate transaction, (ii) substituted by the successor entity in connection with the corporate transaction or (iii) repurchased, in which case the vesting of the award (or portion that has been substituted) shall terminate as of the consummation of the corporate transaction, and the repurchase right may be exercised before the corporate transaction subject to the consummation of the corporate transaction. Except as provided otherwise in an award agreement, in the event of a corporate transaction, each award that is at the time outstanding under the 2016 Plan shall automatically become fully vested and exercisable and be released from any restrictions on transfer and repurchase or forfeiture rights, immediately before the specified effective date of the corporate transaction, for all of the shares of Class B common stock at the time represented by such award if the award is not assumed or substituted by the successor entity in connection with the corporate transaction. An individual award agreement may provide for vesting acceleration of an award in the event of any corporate transaction, subject to certain requirements in the 2016 Plan.

Certain Adjustments. In the event of certain changes in our capitalization, the number of shares available for future grants, the number of shares covered by each outstanding award and the exercise price of each outstanding option will be proportionately adjusted.

Plan Amendment or Termination. Our board of directors may amend, suspend, or terminate the 2016 Plan at any time, subject to stockholder approval where such approval is required by applicable law and provided any such amendment, suspension or termination does not affect granted awards (subject to certain exceptions).

2025 Equity Incentive Plan

In January 2025, our board of directors adopted, and our stockholders approved, our 2025 Equity Incentive Plan (2025 Plan). Our 2025 Plan is a successor to our 2016 Plan (referred to in the 2025 Plan as our Prior Plan) and became effective upon the execution of the underwriting agreement related to our initial public offering. Upon effectiveness of our 2025 Plan, no further grants are to be made under our 2016 Plan and any shares of common stock reserved for future issuance under our 2016 Plan have been cancelled.

Types of Awards. Our 2025 Plan provides for the grant of incentive stock options (ISOs) to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (NSOs), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants, including employees and consultants of our affiliates.

Authorized Shares. Initially, the maximum number of shares of our common stock that may be issued under our 2025 Plan will not exceed 12,016,744 shares, which is the sum of (i) 4,890,000 new shares, plus (ii) 1,467,927 shares of our common stock available for issuance under our 2016 Plan; plus (iii) a number of shares of our common stock that are subject to outstanding stock options or other stock awards granted under our 2016 Plan that, on or after the 2025 Plan became effective, terminate or expire prior to exercise or settlement; are not issued because the stock award is settled in cash; are forfeited or repurchased because of the failure to vest; or are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time. In addition, the number of shares of our common stock reserved for issuance under our 2025 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2026 through January 1, 2035, in an amount equal to 5% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by our board of directors.

The maximum number of shares of our common stock that may be issued on the exercise of ISOs under our 2025 Plan is 36,060,000 shares.

Shares subject to stock awards granted under our 2025 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under our 2025 Plan. Additionally, shares become available for future grant under our 2025 Plan if they were issued stock awards under our 2025 Plan and we repurchase them or they are forfeited. This includes shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award.

Plan Administration. Our board of directors, or a duly authorized committee of our board of directors, will administer our 2025 Plan. Our board of directors may also delegate to one or more persons or bodies the authority to do one or more of the following: (i) designate recipients (other than officers) of specified stock awards, provided that no person or body may be delegated authority to grant a stock award to themselves; (ii) determine the number of shares subject to such stock award; and (iii) determine the terms of such stock awards. Under our 2025 Plan, our board of directors has the authority to determine and amend the terms of awards and underlying agreements, including:

Under the 2025 Plan, the board of directors also generally has the authority to effect, with the consent of any adversely affected participant:

Stock Options. ISOs and NSOs are granted under stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the 2025 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our common stock on the date of grant. Options granted under the 2025 Plan vest at the rate specified in the stock option agreement as determined by the plan administrator.

Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISOs may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant; and (ii) the option is not exercisable after the expiration of five years from the date of grant.

Restricted Stock Unit Awards. Restricted stock units are granted under restricted stock unit award agreements adopted by the plan administrator. Restricted stock units may be granted in consideration for any form of legal consideration that may be acceptable to our board of directors and permissible under applicable law. A restricted stock unit may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the restricted stock unit agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Restricted Stock Awards. Restricted stock awards are granted under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past services to us, or any other form of legal consideration that may be acceptable to our board of directors and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant’s service relationship with us ends for any reason, we may receive any or all of the shares of our common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right.

Stock Appreciation Rights. Stock appreciation rights are granted under stock appreciation grant agreements adopted by the plan administrator. The plan administrator determines the purchase price or strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of our common stock on the date of grant. A stock appreciation right granted under the 2025 Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator.

Performance Awards. The 2025 Plan permits the grant of performance-based stock and cash awards. The plan administrator may structure awards so that the shares of our stock, cash, or other property will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. The performance criteria that will be used to establish such performance goals may be based on any one of, or combination of, the following as determined by the plan administrator: earnings (including earnings per share and net earnings); earnings before interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; return on equity or average stockholder’s equity; return on assets, investment, or capital employed; stock price; margin (including gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales or revenue targets; increases in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer satisfaction; stockholder’s equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of net income or operating income; billings; preclinical development related compound goals; financing; regulatory milestones, including approval of a compound; stockholder liquidity; corporate governance and compliance; product commercialization; intellectual property; personnel matters; progress of internal research or clinical programs; progress of partnered programs; partner satisfaction; budget management; clinical achievements; completing phases of a clinical trial (including the treatment phase); announcing or presenting preliminary or final data from clinical trials, in each case, whether on particular timelines or generally; timely completion of clinical trials; submission of INDs and NDAs and other regulatory achievements; partner or collaborator achievements; internal controls, including those related to the Sarbanes-Oxley Act of 2002; research progress, including the development of programs; investor relations, analysts and communication; manufacturing achievements (including obtaining particular yields from manufacturing runs and other measurable objectives related to process development activities); strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); establishing relationships with commercial entities with respect to the marketing, distribution and sale of our product candidates (including with group purchasing organizations, distributors and other vendors); supply chain achievements (including establishing relationships with manufacturers or suppliers of active pharmaceutical ingredients and other component materials and manufacturers of our product candidates); co-development, co-marketing, profit sharing, joint venture or other similar arrangements; individual performance goals; corporate development and planning goals; and other measures of performance selected by the plan administrator.

The performance goals may be based on a Company-wide basis, with respect to one or more business units, divisions, affiliates or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise (i) in the award agreement at the time the award is granted or (ii) in such other document setting forth the performance goals at the time the goals are established, we will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under our bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. In addition, we retain the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of the goals. The performance goals may differ from participant to participant and from award to award.

Other Stock Awards. The plan administrator may grant other awards based in whole or in part by reference to our common stock. The plan administrator will set the number of shares under the stock award and all other terms and conditions of such awards.

Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid to any non-employee director with respect to any period commencing on the date of our annual meeting of stockholders for a particular year and ending on the day immediately prior to the date of our annual meeting of stockholders for the next subsequent year (Annual Period), including stock awards granted and cash fees paid by us to such non-employee director, will not exceed $750,000 in total value, or in the event such non-employee director is first appointed or elected to the board during such Annual Period, $1,000,000 in total value (in each case, calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes). This limitation shall apply commencing with the Annual Period that begins on our first annual meeting of stockholders following the date of execution of the underwriting agreement related to our initial public offering.

Changes to Capital Structure. In the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split or recapitalization, appropriate adjustments will be made to (i) the class and maximum number of shares reserved for issuance under the 2025 Plan, (ii) the class and maximum number of shares by which the share reserve may increase automatically each year, (iii) the class and maximum number of shares that may be issued on the exercise of ISOs and (iv) the class and number of shares and exercise price, strike price or purchase price, if applicable, of all outstanding stock awards.

Corporate Transactions. The following applies to stock awards under the 2025 Plan in the event of a corporate transaction, unless otherwise provided in a participant’s stock award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by the plan administrator at the time of grant.

In the event of a corporate transaction, any stock awards outstanding under the 2025 Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of the transaction (contingent upon the effectiveness of the transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards will lapse (contingent upon the effectiveness of the transaction). With respect to performance awards with multiple vesting levels depending on performance level, unless otherwise provided by an award agreement or by the plan administrator, the award will accelerate at 100% of target. If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then with respect to any such stock awards that are held by persons other than current participants, such awards will terminate if not exercised (if applicable) prior to the effective time of the transaction, except that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the transaction. The plan administrator is not obligated to treat all stock awards or portions of stock awards in the same manner and is not obligated to take the same actions with respect to all participants.

In the event a stock award will terminate if not exercised prior to the effective time of a transaction, the plan administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (i) the value of the property the participant would have received upon the exercise of the stock award over (ii) any exercise price payable by such holder in connection with such exercise.

Under our 2025 Plan, a corporate transaction is defined to include: (i) a sale of all or substantially all of our assets; (ii) the sale or disposition of more than 50% of our outstanding securities; (iii) the consummation of a merger or consolidation where we do not survive the transaction; and (iv) the consummation of a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding before such transaction are converted or exchanged into other property by virtue of the transaction, unless otherwise provided in an award agreement or other written agreement between us and the award holder.

Change in Control. In the event of a change in control, as defined under our 2025 Plan, awards granted under our 2025 Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreement.

Under the 2025 Plan, a change in control is defined to include: (i) the acquisition by any person or company of more than 50% of the combined voting power of our then outstanding stock; (ii) a consummated merger, consolidation or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity); (iii) the approval by the stockholders or the board of directors of a plan of our complete dissolution or liquidation, or the occurrence of our complete dissolution or liquidation, except for a liquidation into a parent corporation; (iv) a consummated sale, lease, exclusive license or other disposition of all or substantially all of our assets other than to an entity more than 50% of the combined voting power of which is owned by our stockholders; and (v) an unapproved change in the majority of the board of directors.

Clawback. All awards granted under the 2025 Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, our board of directors may impose such other clawback, recovery or recoupment provisions in a stock award agreement as our board of directors determines necessary or appropriate.

Transferability. A participant may not transfer stock awards under our 2025 Plan other than by will, the laws of descent and distribution, or as otherwise provided under our 2025 Plan.

Plan Amendment or Termination. Our board of directors has the authority to amend, suspend or terminate our 2025 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of our stockholders. No ISOs may be granted after the tenth anniversary of the date our board of directors adopted our 2025 Plan. No stock awards may be granted under our 2025 Plan while it is suspended or after it is terminated.

2025 Employee Stock Purchase Plan

Our board of directors adopted, and our stockholders approved, our 2025 Employee Stock Purchase Plan (ESPP) in January 2025. The ESPP became effective upon the execution of the underwriting agreement related to our initial public offering. The purpose of the ESPP is to secure and retain the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward our success and that of our affiliates. Our ESPP includes two components. One component is designed to allow eligible U.S. employees to purchase our ordinary shares in a manner that may qualify for favorable tax treatment under Section 423 of the Code. The other component permits the grant of purchase rights that do not qualify for such favorable tax treatment in order to allow deviations necessary to permit participation by eligible employees who are foreign nationals or employed outside of the U.S. while complying with applicable foreign laws.

Share Reserve. The ESPP authorizes the issuance of 410,000 shares of our common stock under purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2026 through January 1, 2035, by the lesser of (i) 1% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of the automatic increase and (ii) 1,230,000 shares; provided that before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). As of March 1, 2025, no shares of our common stock have been purchased under the ESPP.

Administration. Our board of directors, or a duly authorized committee thereof, administer(s) our ESPP. Our board may delegate concurrent authority to administer the ESPP to our compensation committee under the terms of the compensation committee’s charter. The ESPP is implemented through a series of offerings under which eligible employees are granted purchase rights to purchase shares of our common stock on specified dates during such offerings. Under the ESPP, we may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of our common stock will be purchased for employees participating in the offering. An offering under the ESPP may be terminated under certain circumstances.

Payroll Deductions. Generally, all regular employees, including executive officers, employed by us or by any of our designated affiliates, may participate in the ESPP and may contribute, normally through payroll deductions, up to 15% of their earnings (as defined in the ESPP) for the purchase of our common stock under the ESPP. Unless otherwise determined by our board of directors, common stock will be purchased for the accounts of employees participating in the ESPP at a price per share equal to the lower of (i) 85% of the fair market value of a share of our common stock on the first trading date of an offering; or (ii) 85% of the fair market value of a share of our common stock on the date of purchase.

Limitations. Employees may have to satisfy one or more of the following service requirements before participating in the ESPP, as determined by our board of directors, including: (i) being customarily employed with us or one of our affiliates for more than 20 hours per week and more than five months per calendar year; or (ii) continuous employment with us or one of our affiliates for a minimum period of time (not to exceed two years). No employee may purchase shares under the ESPP at a rate in excess of $25,000 worth of our common stock based on the fair market value per share of our common stock at the beginning of an offering for each year such a purchase right is outstanding. Finally, no employee will be eligible for the grant of any purchase rights under the ESPP if immediately after such rights are granted, such employee has voting power over 5% or more of our outstanding capital stock measured by vote or value under Section 424(d) of the Code.

Changes to Capital Structure. In the event that there occurs a change in our capital structure through such actions as a stock split, merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or similar transaction, the board of directors will make appropriate adjustments to: (i) the number of shares reserved under the ESPP; (ii) the maximum number of shares by which the share reserve may increase automatically each year; (iii) the number of shares and purchase price of all outstanding purchase rights; and (iv) the number of shares that are subject to purchase limits under ongoing offerings.

Corporate Transactions. In the event of certain significant corporate transactions, including: (i) a sale of all or substantially all of our assets; (ii) the sale or disposition of more than 50% of our outstanding securities; (iii) the consummation of a merger or consolidation where we do not survive the transaction; and (iv) the consummation of a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding immediately before such transaction are converted or exchanged into other property by virtue of the transaction, any then-outstanding rights to purchase our stock under the ESPP may be assumed, continued or substituted for by any surviving or acquiring entity (or its parent company). If the surviving or acquiring entity (or its parent company) elects not to assume, continue, or substitute for such purchase rights, then the participants’ accumulated payroll contributions will be used to purchase shares of our common stock within ten business days before such corporate transaction, and such purchase rights will terminate immediately.

ESPP Amendment or Termination. Our board of directors has the authority to amend or terminate our ESPP, provided that except in certain circumstances such amendment or termination may not materially impair any outstanding purchase rights without the holder’s consent. We will obtain stockholder approval of any amendment to our ESPP as required by applicable law or listing requirements.

Non-Employee Director Compensation

The following table sets forth information regarding the compensation earned by or paid to our non-employee directors during fiscal year ended December 31, 2024. Sean Saint, our President and Chief Executive Officer, is also a member of our board of directors, but does not receive any additional compensation for service as a director. Edward Damiano, Ph.D., our former Executive Chairman, was formerly an employee, executive officer and a member of our board of directors. During fiscal year ended December 31, 2024, Dr. Damiano received compensation as an employee and executive officer but did not receive any additional compensation for his service as a director. Effective as of January 29, 2025, Dr. Damiano retired as Executive Chairman and resigned as a member of the board of directors. The compensation earned by or paid to Sean Saint as a named executive officer for the fiscal year ended December 31, 2024 is described under Part III. Item 11. “Executive Compensation—Summary Compensation Table for the Year Ended December 31, 2024.”

Prior to our initial public offering, we compensated our non-investor, non-employee directors as follows: Messrs. Carney, Glick, Lezack and Dearen were entitled to an annual retainer of $40,000 for their service on our board of directors; Messrs. Glick, Lezack, and Dearen were entitled to an additional annual retainer of $7,500 for their services on the audit committee or compensation committee and Mr. Carey was entitled to an additional annual retainer of $20,000 for his service as the chair of the audit committee. Retainers were prorated for partial year of service. In addition, in December 2023, in connection with his commencement of services as a member of our board of directors, Mr. Lezack was granted an option to purchase 9,137 shares of our Class B common stock with an exercise price of $5.10 per share, that vests in 36 equal monthly installments subject to Mr. Lezack’s continued service with us.

In January 2025, we appointed Christy Jones and Maria Palasis, Ph.D. to our board of directors. In connection with their appointments to our board of directors, each of Ms. Jones and Dr. Palasis were eligible for an annual retainer of $40,000 for their service on our board of directors.

Non-Employee Director Compensation Policy

We have adopted a non-employee director compensation policy (the Compensation Policy) that is applicable to all of our non-employee directors. This Compensation Policy provides that each non-employee director will receive the following compensation for service on our board of directors:

Each of the RSU awards described above will be granted under our 2025 Plan, the terms of which are described in more detail above under “Executive Compensation—Equity Benefit Plans—2025 Equity Incentive Plan.” Each such RSU award will vest subject to the director’s continuous service with us, provided that each RSU award will vest in full immediately prior to a change in control (as defined in the 2025 Plan) of the Company, subject to the director’s remaining in continuous service as of such date.

Limitations of Liability and Indemnification Matters

Our amended and restated certificate of incorporation contains provisions that limit the liability of our current and former directors and officers for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors and officers of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors or officers, except liability for:

Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our amended and restated certificate of incorporation authorizes us to indemnify our directors, officers, employees and other agents to the fullest extent permitted by Delaware law. Our amended and restated bylaws provide that we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law and may indemnify our other employees and agents. Our amended and restated bylaws also provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have entered into agreements to indemnify our directors, executive officers and other employees as determined by the board of directors. With certain exceptions, these agreements provide for indemnification for related expenses including attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in connection with any action, proceeding or investigation.

We believe that our amended and restated certificate of incorporation and these amended and restated bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers, or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

From time to time, the Company grants stock options to its employees, including the named executive officers. Per the Company’s Equity Incentive Grant Policy, (i) new hire and promotion equity incentive grants shall be granted on the first 15 th day of the each month (Regular Grant Date) immediately following the later of (x) the month in which the employee’s employment commences (or promotion is effective, as applicable) and (y) the date of approval by the appropriate governing body (Approval), (ii) annual equity incentive grants shall be made on the 15 thday of March (or if such day is not a trading day, the immediately preceding trading day in March) and (iii) consultant equity awards and merit-based and retention equity incentive grants shall be granted on the first Regular Grant Date following Approval. Also, non-employee directors receive automatic grants of initial and annual RSU awards, at the time of a director’s initial election or appointment to the board and at the time of each annual meeting of the Company’s stockholders, respectively, pursuant to the Compensation Policy, as further described under the heading, “Non-Employee Director Compensation—Non-Employee Director Compensation Policy” above. Option grants are made on the regular, predetermined grant dates pursuant to the Company’s Equity Incentive Grant Policy and the Compensation Policy regardless of whether there is any material nonpublic information (MNPI) about the Company on such dates, and such grant dates are not specifically timed in relation to the Company’s disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.