Definium Therapeutics, Inc.
For the period ended Jun 11, 2026. Filed Apr 27, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2026 · Filed Apr 27, 2026
Contents
PROXY STATEMENT SUMMARY
This summary highlights certain information related to topics discussed in this proxy statement (this “Proxy Statement”). This summary does not contain all of the information you should consider, and you should read this entire Proxy Statement carefully before voting.
Virtual Annual Meeting Information
| Date: | June 11, 2026 |
|---|---|
| Time: | 10:00 a.m. Eastern Time |
| Location: | Online at www.virtualshareholdermeeting.com/DFTX2026 |
| Record Date: | April 15, 2026 |
How to Vote*
| By Internet (prior to the Annual Meeting) | By Telephone | By Mailing your Proxy Card | By Internet (during the Annual Meeting) |
|---|---|---|---|
| Visit 24/7www.proxyvote.com | Dial toll-free 24/71-800-690-6903 | Cast your ballot, sign your proxy card and send by free post | Vote during the live webcast of the Annual Meeting |
| Visit www.proxyvote.com and have available the 16-digit control number included on your proxy card or Notice. Your internet vote must be received by June 10, 2026 at 11:59 p.m. Eastern Time. | Dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the 16-digit control number included on your proxy card or Notice. Your telephone vote must be received by June 10, 2026 at 11:59 p.m. Eastern Time. | Complete, sign and date the enclosed proxy card by June 10, 2026 at 11:59 p.m. Eastern Time in the envelope provided. If you return your signed proxy card to us before such deadline, we will vote your shares as you direct. | You may vote during the Annual Meeting by going to www.virtualshareholdermeeting.com/DFTX2026 and providing the 16-digit control number included on your proxy card or Notice. |
- If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you should have received a voting instruction form with these proxy materials from that organization rather than from Definium. Simply complete and mail the voting instruction form in accordance with the instructions in that form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet by following the instructions provided by your broker, bank or other nominee. Beneficial owners should provide their voting instructions to their broker, bank or nominee sufficiently in advance of the Annual Meeting and in accordance with the voting instructions provided by their broker, bank or other nominee. You are also invited to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/DFTX2026 and entering the 16-digit control number found on your voting instruction form and voting instructions received from your broker, bank or other nominee. If you did not receive a 16-digit control number, please contact your broker, bank or other nominee as soon as possible, so that you can be provided with a control number and gain access to the Annual Meeting.
Online access to the Annual Meeting will open approximately 15 minutes prior to the start of the virtual meeting. We recommend that you visit www.virtualshareholdermeeting.com/DFTX2026 and log in with your
16-digit control number prior to the start time of 10:00 a.m. Eastern Time to ensure you are fully logged in when the Annual Meeting begins. If you attend the Annual Meeting, you may vote your shares electronically during the Annual Meeting even if you have previously returned your proxy card or completed your proxy by phone or on the Internet.
A summary of the information you need to participate in the Annual Meeting online is provided below.
Any shareholder and duly appointed proxyholder as of the Record Date will be entitled to attend, participate and vote at the Annual Meeting via webcast at www.virtualshareholdermeeting.com/DFTX2026.
To enter the Annual Meeting, please have the 16-digit control number available, which is included on your proxy card, Notice or voting instruction form. If your common shares are held of record by a broker, bank or other nominee and you did not receive a 16-digit control number, please contact your broker, bank or other nominee as soon as possible, so that you can be provided with a control number and gain access to the Annual Meeting.
You may vote and submit questions during the Annual Meeting by following the instructions on the log-in page for the webcast at www.virtualshareholdermeeting.com/DFTX2026.
If you encounter technical difficulties or trouble accessing the live webcast of the Annual Meeting or other technical issues during the Annual Meeting, please call the technical support number that will be posted on the log-in page for the Annual Meeting for assistance.
Cast Your Vote Right Away
| Proposals | More Information | Board of Directors Recommendation |
|---|---|---|
| Proposal 1:To elect Carol A. Vallone, Andreas Krebs, Dr. Suzanne Bruhn, Dr. Roger Crystal, David Gryska, Roger Adsett and Robert Barrow to the Company’s Board to hold office until the 2027 annual general meeting of shareholders | Page 16 | FOR each nominee |
| Proposal 2:To appoint KPMG as independent registered public accounting firm (auditor) for the Company until the 2027 annual general meeting of shareholders | Page 32 | FOR |
| Proposal 3:To approve the amendment to the 2025 Equity Incentive Plan to increase the number of common shares available for issuance under the 2025 Equity Incentive Plan by 5,000,000 common shares | Page 34 | FOR |
Governance Highlights
We are committed to maintaining strong corporate governance practices and continuing to build on our success and long-term shareholder value. The highlights of our corporate governance practices include the following:
| • | All of our directors are independent, other than our Chief Executive Officer, and all members of our Board committees are independent. | • | We have an independent Chair and Vice Chair of the Board. |
|---|---|---|---|
| • | We have adopted a Code of Conduct and Ethics, which is available on our website at https://ir.definiumtx.com/corporate-governance/governance-documents and Corporate Governance Guidelines, which are included herein as Annex A. | • | Our directors had a 97.9% attendance rate for board meetings and 100% attendance rate for committee meetings during the fiscal year ended December 31, 2025. |
| • | We proactively engage with our shareholders throughout the year. | • | We do not have a shareholder rights plan (i.e., no poison pill). |
| • | We prohibit our insiders, including our executive team, from pledging our securities or purchasing our securities on margin. | • | We conduct regular executive sessions of independent directors at meetings of our Board of Directors. |
| • | All of our directors are elected annually; we do not have a staggered or classified Board. | ||
Nominees for Director
The names of the nominees for directors and certain information about each individual as of April 27, 2026 unless noted otherwise, are set forth below:
| Name | Position(s) and Committee Membership on Definium Board | Current Position and Summary of Relevant Experience | Director Since | Age | Independent |
|---|---|---|---|---|---|
| Carol A. Vallone | Board Chair, member of Compensation Committee and Audit Committee | • Chair of the board of trustees of McLean Hospital (affiliate of Harvard Medical School)• Member of the board of trustees of Mass General Brigham• Chair of the board of directors of RiaHealth and CrowdComfort• Board member of Bain Capital double impact portfolio company, Arosa; and Hightop Health• Former board member of Cresco Labs, Inc.• Industry Advisor for Berkshire Partners and • Advisory Board member for Longitude Capital | 2021 | 69 | Yes |
| Andreas Krebs | Vice Board Chair, member of Nominating and Corporate Governance Committee and Audit Committee | • Former President and Executive board member of Wyeth Corporation• Heads family-owned investment company, Longfield Invest GmbH• Board member of AHW GmbH• Former board member of IDT Biopharma• Former industry advisor for Nordic Capital | 2021 | 68 | Yes |
| Dr. Suzanne Bruhn | Chair of Compensation Committee and member of Nominating and Corporate Governance Committee | • Chief Executive Officer of the Charcot-Marie-Tooth Association (CMTA)• Board member of Pliant Therapeutics, Inc. and Travere Therapeutics, Inc. • Former member of the board of Vigil Neuroscience, Inc. | 2022 | 62 | Yes |
|---|---|---|---|---|---|
| Dr. Roger Crystal | Chair of Nominating and Corporate Governance Committee and member of Compensation Committee | • Chief Executive Officer of FoldLogic BioChief Executive Officer and Chairman of W12 Therapeutics• Chief Executive Officer of Crystal Advisory LLC• Senior Advisor to Oaktree Capital• Former President, Chief Executive Officer and board member of Opiant Pharmaceuticals, Inc.• Lead inventor of NARCAN Nasal Spray | 2022 | 49 | Yes |
| David Gryska | Chair of Audit Committee and Audit Committee Financial Expert | • Former Chief Financial Officer of Incyte Corporation and Celgene Corporation• Member of the board and the audit committee of Forte Biosciences, Inc. | 2023 | 70 | Yes |
| Roger Adsett | Director | • Chief Operating Officer of Insmed Inc.• Former member of the board and the audit committee of Landos Biopharma, Inc. | 2026 | 57 | Yes |
| Robert Barrow | Chief Executive Officer | • Former Chief Development Officer of Definium• Former Director of Drug Development & Discovery at Usona Institute • Former Chief Operating Officer and Board Director of Olatec Therapeutics LLC• Pharmaceutical executive and clinical pharmacologist with over a decade of experience leading drug development programs in a variety of disease areas | 2021 | 37 | No |
As further described in “Proposal No. 1 — Election of Directors,” we believe that (i) Ms. Vallone’s financial and executive expertise, leadership and governance experience on several psychiatric services and healthcare industry boards make her qualified to serve on our Board, (ii) Mr. Krebs’ financial background, executive leadership, including his tenure as President of a major pharmaceutical corporation, and investment experience make him qualified to serve on our Board, (iii) Dr. Bruhn’s life sciences executive and public company governance experience and her industry knowledge make her qualified to serve on our Board, (iv) Dr. Crystal’s extensive experience as a pharmaceutical executive and a medical doctor makes him qualified to serve on our Board, (v) Mr. Gryska’s experience as a senior financial executive at several life sciences and biotechnology companies makes him qualified to serve on our Board, (vi) Mr. Adsett’s leadership experience launching several commercial products at biotechnology companies makes him qualified to serve on our Board and (vii) Mr. Barrow’s deep knowledge of the Company and industry experience make him qualified to serve on our Board.
Recent Business Highlights
| • | In February 2026, we announced full enrollment in our Phase 3 Emerge study of DT120 ODT in major depressive disorder (“MDD”). Topline data from the 12-week double-blind period is expected in late second quarter 2026. | • | In April 2026, we announced full enrollment in our Phase 3 Voyage study of DT120 ODT in generalized anxiety disorder (“GAD”). Topline data from the 12-week double-blind period is anticipated in early third quarter 2026. |
|---|---|---|---|
| • | In April 2026, we announced completion of the sample size re-estimation for our Phase 3 Panorama study of DT120 ODT in GAD, an updated target enrollment of 200 participants and that screening for Panorama is closed. Topline data from the 12-week double-blind period is anticipated in late third quarter 2026. | • | In February 2026, we announced initial sites have been activated in our Phase 3 Ascend study of DT120 ODT in MDD, with the first dose expected in the second quarter 2026. |
| • | In April 2026, we announced our proposed Phase 3 Haven study of DT120 ODT in posttraumatic stress disorder (“PTSD”). Haven is expected to initiate in 2027. | • | Initiated a Phase 2a trial of DT402 in autism spectrum disorder (“ASD”) in the fourth quarter of 2025. Initial data from the study is anticipated in 2026. |
| • | Enhanced our financial resources with $259 million in gross proceeds from equity financing in the fourth quarter of 2025. | • | Further strengthened leadership team with the appointments of Brandi L. Roberts as Chief Financial Officer and Matt Wiley as Chief Commercial Officer in 2025. Expanded our Board with the appointment of Roger Adsett in 2026. |
Executive Compensation Highlights
The Compensation Committee of our Board carefully considers our business strategy, our corporate achievements described above and our transformation as a company in making compensation decisions. As our business grows and transforms, our executive compensation program also continues to evolve and transform. Our Compensation Committee develops plans and arrangements that it believes are appropriate to drive results for our Company and our shareholders and makes changes to ensure that our compensation program aligns our executive officers’ compensation with our shareholders’ interests and our performance over the long-term.
Our executive compensation program is designed to align pay with our performance and accordingly, executive pay is heavily weighted toward performance-based compensation tied to our performance over the short- and long-term. For 2025, a significant portion of our chief executive officer and other named executive officer compensation was “at-risk” compensation, consisting of an annual performance bonus earned and long-term equity incentives awarded (based on such equity incentives’ grant date fair value) as reported in “Executive Compensation — 2025 Summary Compensation Table.”
Our executive compensation program adheres to the following practices, which are designed to align our executive team’s interests with shareholder interests and market best practices:
| What We Do | What We Don't Do | ||
| • | Emphasize “at-risk” compensation and long-term equity incentives | • | No “single trigger” change in control cash payments |
|---|---|---|---|
| • | Tie performance bonus-based cash opportunities to defined corporate objectives and formally cap payouts | • | No substantially enhanced benefits or perquisites that are not available to all employees |
| • | Maintain “Clawback” policy to recover incentive-based compensation erroneously received by current or former executive officers | • | No guaranteed bonuses or base salary increases |
| • | Seek and value shareholder feedback on compensation practices | • | No tax “gross-ups” on severance or change in control payments |
| • | Retain an independent compensation consultant | ||
| • | Prohibit hedging or pledging of our common shares | ||
| • | Enter into executive employment agreements and set executive compensation (including salary, bonus target and long-term incentive compensation) based on industry data from a comparable set of peer companies | ||
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PROXY STATEMENT FOR THE
2026 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 11, 2026 AT 10:00 A.M. EASTERN TIME
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.