Aclaris Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 11. Executive Compensation
For the year ended December 31, 2025, our named executive officers (“NEOs”) were:
| | ||
| Name | | Position |
|---|---|---|
| Neal Walker | | Chief Executive Officer |
| Kevin Balthaser | | Chief Financial Officer |
| James Loerop | | Chief Business Officer |
Summary Compensation Table
The following table presents the compensation awarded to or earned by each of our NEOs for the years ended December 31, 2025 and 2024.
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position | | Year | | Salary($) | | Stock Awards($)(1) | | Option Awards($)(1) | | Non-Equity Incentive Plan Compensation($)(2) | | All Other Compensation($) | | Total($) |
| Neal Walker(3) | | 2025 | | 615,000 | | 828,426 | | 1,581,615 | | 350,550 | | - | | 3,375,591 |
| Chief Executive Officer | | 2024 | | 477,431 | | 170,400 | | 421,586 | | 372,396 | | 3,322 | (4) | 1,445,135 |
| Kevin Balthaser | | 2025 | | 446,000 | | 310,640 | | 548,440 | | 171,710 | | 14,000 | (5) | 1,490,790 |
| Chief Financial Officer | | 2024 | | 444,000 | | 247,800 | | 179,003 | | 217,560 | | 13,800 | (5) | 1,102,163 |
| James Loerop(6) | | 2025 | | 416,000 | | 336,800 | | 520,146 | | 160,160 | | 14,000 | (5) | 1,447,106 |
| Chief Business Officer | | | | | | | | | | | | | | |
| (1) | The amounts reflect the full grant date fair value for RSU and stock option awards granted during the indicated year. The grant date fair value was computed in accordance with ASC Topic 718, Compensation—Stock Compensation. The assumptions we used in valuing stock options and RSUs are described in “Item 8—Notes to Consolidated Financial Statements—Note 6”. |
| (2) | The amounts reflect the portion of each officer’s target annual bonus paid based on the achievement of our corporate and individual goals, as applicable, which for 2025 are discussed below under “Narrative to Summary Compensation Table—Annual Bonus (Non-Equity Incentive Plan Compensation).” |
| (3) | Dr. Walker’s employment with us commenced in January 2024 as Interim Chief Executive Officer and he was appointed as Chief Executive Officer in February 2025. |
| (4) | The amount consists of fees paid under our director compensation policy for his service as our Chair of the Board prior to Dr. Walker being appointed as our Interim Chief Executive Officer in January 2024. |
| (5) | The amount consists of company matching contributions to the executive’s 401(k) plan account. |
| (6) | Mr. Loerop was not one of our named executive officers during the year ended December 31, 2024 and, accordingly, only his compensation for the year ended December 31, 2025 is included in the Summary Compensation Table in accordance with SEC rules. |
Narrative to Summary Compensation Table
In setting NEO compensation, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our company. We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives; however, we do deliver a majority of compensation through long-term incentives.
We review compensation annually for our NEOs, and in some cases more frequently as deemed appropriate. The various roles that contribute to our decisions and actions each year are as follows:
*The Compensation Committee.The Compensation Committee *is responsible for establishing and overseeing our executive compensation program. Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, the Compensation Committee then recommends the compensation for each NEO. Our Compensation Committee, without members of management present, discusses and ultimately approves the compensation of our executive officers.
Role of our Chief Executive Officer and other Management Members. Our Chief Executive Officer evaluates and reviews with the Compensation Committee the individual performance and contributions of each of the other NEOs and makes recommendations to the Compensation Committee regarding base salary, and short- and long-term incentive awards. The Compensation Committee reviews and considers such recommendations, but ultimately retains full discretion and authority over the final compensation decisions for the NEOs. Our Chief Executive Officer also recommends the Company performance objectives that are used to determine bonus amounts and consults with select members of management in the development of the goals. The Compensation Committee may request that certain executives attend portions of Compensation Committee meetings based on the topics being covered and their respective areas of expertise. NEO compensation decisions are made in executive session without the respective NEOs present.
Role of our Independent Compensation Consultant. In 2025, the Compensation Committee retained Pearl Meyer, a compensation consulting firm, to evaluate and make recommendations with respect to our executive compensation program. Pearl Meyer’s role included assisting the Compensation Committee with the selection of a peer group of companies for comparison purposes, an analysis of our existing executive compensation, the design of our long-term incentive program, and otherwise advising the Compensation Committee as appropriate. The consultant serves at the pleasure of the Compensation Committee, and the consultant’s fees are approved by the Compensation Committee.
Annual Base Salary
The following table presents the annual base salaries for each of our NEOs for 2024 and 2025:
| · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · Annual Base Salary · · · | ||||||
| · · ($) · · Percentage · | ||||||
| Name · · 2024 · · 2025 · · Change · | ||||||
| Neal Walker | | 500,000 | | 615,000 | (1) | 23.0% |
| Kevin Balthaser | | 444,000 | 446,000 | 0.5% | ||
| James Loerop | | 402,917 | | 416,000 | | 3.2% |
| (1) | The increase was related to Dr. Walker’s appointment as Chief Executive Officer in 2025 from Interim Chief Executive Officer in 2024. |
Annual Bonus (Non-Equity Incentive Plan Compensation)
We seek to motivate and reward our executives for achievements relative to our corporate goals and expectations and individual goals, if any, for each fiscal year. For 2025, the target bonus for Dr. Walker was 60% of his base salary and the target bonus for Mr. Balthaser and Mr. Loerop was 40% of their respective base salaries.
The actual annual bonus paid is calculated by multiplying the NEO’s annual base salary, target bonus percentage, the percentage attainment of the corporate goals established by the Board for such year, and for our NEOs other than the Chief Executive Officer, the percentage attainment of the individual goals established by our Chief Executive Officer. The Compensation Committee is not required to determine bonuses based on this exact formula and reserves the right to consider other factors and adjust bonus amounts accordingly.
For 2025, the bonus funding factor was weighted 75% for corporate goals and 25% for individual goals for all NEOs other than our Chief Executive Officer, whose bonus funding was 100% dependent on the achievement of corporate goals.
The Compensation Committee reviews our performance against our goals and approves the extent to which we achieved each of our corporate goals and, with the input of our Chief Executive Officer, individual performance, as applicable, and, for each NEO, the amount of the bonus awarded.
In early 2025, our Compensation Committee approved our 2025 corporate performance goals. These goals were divided into two primary categories: (a) research and development (75%) and (b) other corporate activities, including business development, financing, and legal, finance and compliance objectives (25%). The Compensation Committee also approved stretch performance goals in both the research and development and other corporate categories that, if earned, could increase the overall funding of the bonus plan up to a maximum of 140% of the corporate performance target score. In addition to the corporate performance goals described above, Dr. Walker evaluated the individual performance of each of Mr. Balthaser and Mr. Loerop, and recommended a level of achievement to the Compensation Committee. The individual goals for Mr. Balthaser and Mr. Loerop focused on contributions toward our corporate objectives, personal qualities necessary to effectively manage a team, solve problems and drive our business forward, cross-functional execution to improve processes and productivity, and the promotion of a culture of ethics and compliance. Dr. Walker recommended full credit for these individual objectives, which the Compensation Committee approved.
In early 2026, the Compensation Committee considered each of the 2025 corporate performance goals, as well as individual goals where applicable, and awarded Dr. Walker, Mr. Balthaser and Mr. Loerop 95%, 96% and 96% of their target bonuses, respectively, for the year ended December 31, 2025. The actual bonus amounts paid are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.
Long-term Incentives
Long-term incentives represent a key element of our overall compensation program. This compensation element is primarily used to aid in attracting and retaining the talent we need to achieve our mission, strategies, and underlying corporate goals. Additionally, long-term incentives align the interests of our NEOs with our stockholders.
The Compensation Committee typically approves long-term incentive grants for NEOs at the start of their employment, and annually thereafter in connection with the annual performance review. Additionally, the Compensation Committee may periodically grant additional equity awards based on changes in job responsibility, performance and contribution, or other special circumstances.
In determining annual long-term incentive grants for NEOs, the Compensation Committee reviews market data for annual long-term incentive grant levels and groups the NEOs accordingly. The market data that the Compensation Committee reviewed for the purpose of sizing equity grants included long-term incentive awards expressed as a percentage of shares of common stock outstanding, as well as grant date fair values.
In accordance with historical practices and the methodology described above, in February 2025 Dr. Walker, Mr. Balthaser and Mr. Loerop were granted an annual equity grant consisting of 253,900, 88,100 and 83,500 restricted stock units, respectively, and stock options to purchase 888,800 shares, 308,200 shares and 292,300 shares, respectively, in each case which vest in four equal installments on the first, second, third and fourth anniversaries of February 3, 2025, subject to the officer’s continuous service as of the applicable vesting date. In addition, during 2024 certain executives expended considerable effort undertaking a strategic review of our business, the result of which included the licensing of bosakitug and ATI-052 creating a more diversified pipeline of strategic opportunities for the Company across various immunologic and respiratory indications, as well as an extended cash runway achieved through cost rationalization and the closing of a private placement for aggregate gross proceeds of $80.0 million. To reward such executives for their efforts, in January 2025 Dr. Walker, Mr. Balthaser and Mr. Loerop were granted an equity grant consisting of 88,333, 40,000 and 55,000 restricted stock units, respectively, in each case which 33% of the award vests on January 2, 2025, 33% of the award vests on January 2, 2026 and 34% of the award vests on January 2, 2027, subject to the officer’s continuous service as of the applicable vesting date.
Clawback Policy
Under our Incentive Compensation Recoupment Policy, in the event of an accounting restatement, the Compensation Committee, as the committee of the Board responsible for administering the policy, is authorized to recover certain incentive-based compensation paid to an executive officer of the Company onor after October 2, 2023 to the extent such incentive-based compensation was erroneously paid on the basis of financial results in respect of any of our three most recently completed fiscal years preceding the restatement.
Additionally, as a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, the Chief Executive Officer and Chief Financial Officer may be legally required to reimburse our Company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002.
Outstanding Equity Awards as of December 31, 2025
The following table provides information about outstanding equity awards held by each of our NEOs as of December 31, 2025.
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Option Awards · · Stock Awards | ||||||||||||||
| | | | | | | | | | | | | | | Market |
| · · · · · · · · Number · · Value | ||||||||||||||
| · · · · · · · · · of Shares · · of Shares | ||||||||||||||
| · · · · · · · · · · · of Stock · · of Stock | ||||||||||||||
| · · · · Number of Securities Underlying · · Option · · · That · · That | ||||||||||||||
| · · Type · · Unexercised Options · · Exercise · · Option · Have Not · · Have Not | ||||||||||||||
| · · of · · (#) · · Price · · Expiration · Vested · · Vested | ||||||||||||||
| Name | | Award | | Exercisable | | Unexercisable | | ($) | | Date | | (#) | | ($)(8) |
| Neal Walker | | Option | | 145,600 | | — | | 28.92 | | 12/14/2026 | | | | |
| | | Option | | 151,200 | | — | | 22.09 | | 1/31/2028 | | | | |
| | | Option | | 255,552 | | — | | 1.26 | | 3/1/2030 | | | | |
| | | Option | | 191,850 | | — | | 24.06 | | 2/28/2031 | | | | |
| | | Option | | 168,050 | | — | | 14.94 | | 2/29/2032 | | | | |
| | | Option | | 497,000 | | — | | 1.20 | | 1/31/2034 | | | | |
| | | Option | | — | | 888,800 | (1) | 2.40 | | 2/2/2035 | | | | |
| | | RSU | | | | | | | | | | 59,184 | (2) | 178,144 |
| | | RSU | | | | | | | | | | 253,900 | (1) | 764,239 |
| Kevin Balthaser | | Option | | 11,200 | | — | | 27.54 | | 7/4/2027 | | | | |
| | | Option | | 2,100 | | — | | 22.09 | | 1/31/2028 | | | | |
| | Option | | 15,500 | | — | | 24.06 | | 2/28/2031 | | | | | |
| | Option | | 25,050 | | 8,350 | (3) | 14.94 | | 2/29/2032 | | | | | |
| | Option | | 52,500 | | 52,500 | (4) | 16.97 | | 1/31/2033 | | | | | |
| | Option | | 51,625 | | 154,875 | (5) | 1.20 | | 1/31/2034 | | | | | |
| | | Option | | — | | 308,200 | (1) | 2.40 | | 2/2/2035 | | | | |
| | RSU | | | | | | | | | | 2,375 | (3) | 7,149 | |
| | | RSU | | | | | | | | | | 15,000 | (4) | 45,150 |
| | | RSU | | | | | | | | | | 44,250 | (5) | 133,193 |
| | | RSU | | | | | | | | | | 26,800 | (2) | 80,668 |
| | | RSU | | | | | | | | | | 88,100 | (1) | 265,181 |
| James Loerop | | Option | | 116,250 | | 38,750 | (6) | 11.58 | | 1/31/2032 | | | | |
| | | Option | | 52,500 | | 52,500 | (7) | 16.97 | | 1/31/2033 | | | | |
| | | Option | | 51,625 | | 154,875 | (5) | 1.20 | | 1/31/2034 | | | | |
| | | Option | | — | | 292,300 | (1) | 2.40 | | 2/2/2035 | | | | |
| | | RSU | | | | | | | | | | 11,250 | (6) | 33,863 |
| | | RSU | | | | | | | | | | 15,000 | (7) | 45,150 |
| | | RSU | | | | | | | | | | 44,250 | (5) | 133,193 |
| | | RSU | | | | | | | | | | 36,850 | (2) | 110,919 |
| | | RSU | | | | | | | | | | 83,500 | (1) | 251,335 |
| (1) | Of the unvested stock options and RSUs, one-fourth vested on February 3, 2026 and the remainder will vest in three equal installments on February 3, 2027, February 3, 2028 and February 3, 2029, subject to the officer’s continued service through each applicable vesting date. |
| (2) | Of the total shares underlying this RSU award, 33% vested on January 2, 2025, 33% vested on January 2, 2026 and the remainder will vest on January 2, 2027, subject to the officer’s continued service through the vesting date. |
| (3) | These unvested stock options and RSUs will vest on March 1, 2026, subject to the officer’s continued service through the vesting date. |
| (4) | Of the unvested stock options and RSUs, 50% vested on January 1, 2026 and the remainder will vest on January 1, 2027, subject to the officer’s continued service through the vesting date. |
| (5) | Of the total shares underlying this stock option award and RSU award, one-fourth vested on February 1, 2025, one-fourth vested on February 1, 2026 and the remainder will vest in two equal installments on February 1, 2027 and February 1, 2028, subject to the officer’s continued service through each applicable vesting date. |
| (6) | These unvested stock options and RSUs vested on February 1, 2026. |
| (7) | Of the unvested stock options and RSUs, 50% vested on February 1, 2026 and the remainder will vest on February 1, 2027, subject to the officer’s continued service through the vesting date. |
| (8) | Based on the closing price of our common stock of $3.01 per share on December 31, 2025. |
Additional Narrative Disclosure
Potential Payments upon Termination of Employment or upon Change in Control
Employment Agreements
We have entered into employment agreements with each of Dr. Walker, Mr. Balthaser and Mr. Loerop. Under the employment agreements, each of them is eligible to receive severance benefits in the specified circumstances, as applicable.
Severance Upon Qualifying Termination Unrelated to a Change of Control
Each employment agreement provides for payments in the event the executive’s employment is terminated due to death or “Disability”, in the event we terminate the executive’s employment without “Cause,” if the executive resigns for “Good Reason” (each as defined below), or if the executive’s employment is terminated upon non-renewal of the agreement by the Company, provided that the executive executes and does not revoke a release of claims (each, a “Qualifying Termination”).
In the event of a Qualifying Termination, each executive would receive the following severance benefits:
| ● | continued payment of then-current base salary for a period of 12 months following termination, in each case payable in accordance with our normal payroll practices; |
| ● | a lump-sum payment of any approved but unpaid bonuses or portion thereof for the preceding year or the year of termination for Mr. Balthaser and Mr. Loerop, and payment of any bonuses for the preceding year for which he remains employed through the last day of such year for Dr. Walker; and |
| ● | a direct payment by the Company to the applicable healthcare provider of the Company’s portion of the medical, vision and dental coverage premiums to maintain any COBRA coverage for which he is eligible and has appropriately elected for a period of 12 months following termination. |
Severance Upon Qualifying Termination Related to a Change of Control
In the event of a Qualifying Termination (other than if the executive’s employment is terminated upon non-renewal by the Company) on or within three months prior to, or within 12 months following, a “Change of Control” (as defined below), each executive would receive the following severance benefits:
| ● | continued payment of the then-current base salary for a period of 18 months following termination for Dr. Walker and for a period of 12 months following termination for each of the other NEOs, payable in accordance with our normal payroll practices; |
| ● | a lump-sum payment of any approved but unpaid bonuses or portion thereof for the preceding year or the year of termination for Mr. Balthaser and Mr. Loerop, and payment of any bonuses for the preceding year for which he remains employed through the last day of such year for Dr. Walker; |
| ● | an additional lump sum payment equal to 150% of the target bonus for Dr. Walker and 100% of the target bonus for each of the other NEOs; |
| ● | a direct payment by the Company to the applicable healthcare provider of the Company’s portion of the medical, vision and dental coverage premiums to maintain any COBRA coverage for which he is eligible |
and has appropriately elected for a period of 18 months following termination for Dr. Walker and for a period of 12 months following termination for each of the other NEOs; and
| ● | if the termination occurs on or within three months prior to the Change of Control, all of his unvested stock options and other equity awards outstanding on the effective date of termination would become fully vested on the effective date of the Change of Control, or if the termination occurs within 12 months following the effective date of the Change of Control (provided that any surviving corporation or acquiring corporation assumes his stock options or other equity awards, as applicable, or substitutes similar stock options or equity awards for his stock options or equity awards, as applicable, in accordance with the terms of the applicable equity incentive plans), all unvested stock options and other equity awards outstanding on the effective date of termination would become fully vested on the date of termination. |
Definitions
With respect to each of our NEOs, the following definitions were adopted in their employment agreements:
| ● | “Cause” means: (i) his conviction of, or guilty plea to, a felony, other than traffic violations; (ii) any act or omission by him which constitutes gross negligence or a material breach of his duty of loyalty; (iii) any material breach by him of our personnel policies; (iv) refusal to follow or implement a clear and reasonable directive; (v) breach of fiduciary duty; or (vi) a material violation or breach by him of his employment agreement, other than an event described in the foregoing clauses, or any other agreement with us; |
| ● | “Good Reason” means, in the absence of events that would support a termination for cause: (i) there is a material failure by us or our successor to pay his salary or additional compensation or benefits in accordance with the employment agreement; (ii) his annual base salary is materially decreased without his prior written consent; (iii) he is assigned duties materially inconsistent with his title and the responsibilities set forth in his job description without his prior written consent; (iv) his place of employment is changed to a location that is greater than 50 miles from his current place of employment (disregarding for this purpose any remote work arrangements); or (v) any other material violation or breach by us of his employment agreement; provided, however, none of the above events will constitute good reason absent him providing us with proper notice and our failure to cure such event within 30 days of such notice; and |
| ● | “Change of Control” means: (i) our consolidation or merger with or into any other corporation or other entity or person, or any other corporate reorganization, in which our stockholders immediately prior to such consolidation, merger or reorganization own, in the aggregate, less than 50% of the surviving entity’s voting power or outstanding capital stock immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which we, or any of our stockholders is a party in which greater than 50% of our voting power or outstanding capital stock is transferred, or pursuant to which any person or group of affiliated persons obtains greater than 50% of our voting power or outstanding capital stock, excluding any consolidation or merger effected exclusively to change our domicile; or (ii) any sale, license or other disposition, including through a division or spin-off transaction, of all or substantially all of our assets or any of our subsidiaries’ assets or any sale, exclusive license or other disposition of all or substantially all of our intellectual property; provided, however that neither of the following constitutes a change of control: (A) transfers of capital stock by an existing stockholder as a result of death or otherwise for estate planning purposes or to such stockholder’s affiliates or to any of our other existing stockholders; or (B) issuances of our equity securities in connection with financings for working capital and other general corporate purposes; and, provided further, that such “Change of Control” qualifies as either a change in ownership of the Company as defined in Section 409A of the Code (“Section 409A”) or a change in the ownership of a substantial portion of our assets as defined in Section 409A, as the case may be. |
Benefits
We maintain a tax-qualified retirement plan (our 401(k) plan) that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis, up to limits prescribed by applicable law. Currently, we match each eligible employee’s contributions up to 4% of total eligible compensation. Employees are immediately and fully vested in their contributions and our matching contribution.
Our NEOs are eligible to participate in all benefit plans offered to our employees, including our medical, dental, vision, group life and disability insurance plans. Our NEOs accrue more vacation time each pay period than other employees. We do not otherwise provide perquisites or personal benefits to our NEOs.
Non-Employee Director Compensation
Under our non-employee director compensation policy, we pay each of our non-employee directors a cash retainer for service on the Board and for service on each committee of which the director is a member. The policy applies to each of our directors who is not an employee of our company.
Pursuant to the policy in effect for 2025, each non-employee director received an annual cash retainer of $40,000 for serving on our Board. The Lead Independent Director received an additional annual cash retainer of $25,000. The members of each of the Audit, Compensation and Nominating and Corporate Governance Committees received additional retainers for such service, as did the Chair of each such committee (in addition to the member retainers), as follows:
| | | | | |
|---|---|---|---|---|
| | | | | Additional |
| | | Member | | Chair |
| · Annual Service · · Annual Service | ||||
| · Retainer · · Retainer | ||||
| Committee | | ($) | | ($) |
| Audit Committee | | 7,500 | | 12,500 |
| Compensation Committee | | 7,500 | | 12,500 |
| Nominating and Corporate Governance Committee | | 4,500 | | 4,500 |
All annual cash compensation amounts were payable in equal quarterly installments in arrears, on the last day of each fiscal quarter for which the service occurred, prorated based on the days served in the applicable fiscal quarter.
We also reimbursed our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board and committee meetings.
Each new non-employee director who joins our Board will be granted awards under our 2025 Plan with an aggregate grant date fair value (as calculated for financial reporting purposes) equal to the lesser of (a) $640,000 or (b) the fair value of 121,000 stock options measured as of the date the director joins the Board. Once the aggregate fair value of the new director award has been determined, the new director will be granted a stock option having a grant date fair value equal to 70% of such amount and RSUs having a grant date fair value equal to 30% of such amount. The shares subject to each stock option granted will vest in 36 equal monthly installments on the monthly anniversary of the grant date and the RSUs will vest in three equal installments on the first, second and third anniversary of the grant date, subject to continued service through the applicable vesting date. The exercise price per share of each stock option will be equal to the closing price of our common stock on the date of the option grant. Each such stock option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the non-employee director’s continuous service with us.
On the date of each annual meeting of our stockholders, each non-employee director who continues to serve as a director of our company following the meeting will be granted awards under our 2025 Plan with an aggregate grant date fair value (as calculated for financial reporting purposes) equal to the lesser of (a) $320,000 or (b) the fair value of 60,500 stock options measured as of the annual meeting date. Once the aggregate fair value of the continuing director award has been determined, the continuing director will be granted a stock option having a grant date fair value equal to 70% of such amount and RSUs having a grant date fair value equal to 30% of such amount. The shares subject to each stock option granted will vest in equal monthly installments over 12 months and the RSUs will vest in one installment on the first anniversary of the grant date, subject to continued service through the applicable vesting date. The exercise price per share
of each stock option will be equal to the closing price of our common stock on the date of the option grant. Each such stock option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the non-employee director’s continuous service with us.
The sum of any cash or other compensation and the value (based on the grant date fair value) of awards granted to any non-employee director for services as a director during any fiscal year may not exceed $750,000.
On June 5, 2025, the date of our 2025 annual meeting of stockholders, each non-employee director then serving on our Board was granted a stock option to purchase 42,350 shares of common stock and 11,580 RSUs under our 2025 Plan. These awards are reflected in the table below.
Director Compensation Table
The following table shows the compensation earned by each of our non-employee directors for 2025. Each of Dr. Walker, our Chief Executive Officer, and Dr. Davis, our President and Chief Operating Officer, is also a director but did not receive any additional compensation for his service as a director in 2025. Dr. Walker’s compensation as an executive officer is set forth above under “Summary Compensation Table.”
| · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · · · · · · · | |||||||
| · · Fees Earned or Paid in Cash · · Stock Awards · · Option Awards · · Total | |||||||
| Name | ($) | | ($)(1)(2)(3) | | ($)(1)(2)(4) | | ($) |
| William Humphries | 52,000 | | 18,065 | | 42,422 | | 112,486 |
| Anand Mehra, M.D. | 60,000 | | 18,065 | | 42,422 | | 120,486 |
| Christopher Molineaux | 81,500 | | 18,065 | | 42,422 | | 141,986 |
| Andrew Schiff, M.D. | 40,000 | | 18,065 | | 42,422 | | 100,486 |
| Maxine Gowen, Ph.D. | 47,500 | | 18,065 | | 42,422 | | 107,986 |
| Vincent Milano | 60,000 | | 18,065 | | 42,422 | | 120,486 |
| (1) | Reflects the aggregate grant date fair value for awards granted for the fiscal year ended December 31, 2025 calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see “Item 8—Notes to Consolidated Financial Statements—Note 6.” Our directors will not realize the estimated value of these awards until the awards are vested, exercised and/or sold, as applicable. |
| (2) | As of December 31, 2025, our non-employee directors held the following number of stock options and RSUs: Mr. Humphries, 123,175 stock options and 11,580 RSUs; Dr. Mehra, 105,175 stock options and 11,580 RSUs; Mr. Molineaux, 106,066 stock options and 11,580 RSUs; Dr. Schiff, 121,175 stock options and 11,580 RSUs; Dr. Gowen, 113,175 stock options and 11,580 RSUs; and Mr. Milano, 119,175 stock options and 11,580 RSUs. |
| (3) | Consists of 11,580 RSUs granted on June 5, 2025. The RSUs will vest on June 5, 2026, subject to continuous service with us through that date. |
| (4) | Consists of an option granted on June 5, 2025 to purchase 42,350 shares at an exercise price of $1.56 per share. This option vests in 12 equal monthly installments through June 5, 2026, subject to continuous service with us through each vesting date. |
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, we grant equity awards, including stock options, to our employees, including our NEOs. Our typical practice is to grant employee stock options on the first business day of the month following the month in which the options are approved (or on the same day of approval if such approval is on the first business day of a month). We typically grant annual refresh employee option grants in the first quarter of each fiscal year, which refresh grants are typically approved at a regularly scheduled meeting of the Compensation Committee occurring in such quarter. In addition, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of our stockholders, respectively, pursuant to our non-employee director compensation policy, as further described under the heading, “Non-Employee Director
Compensation”. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about our company when determining the timing of stock option grants and it does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.
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