SEC Form DEF 14A filed by Lyell Immunopharma Inc.

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Proposal 1: Election of three (3) Class II directors, each to serve a term of three years;

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Proposal 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

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Proposal 3: Advisory approval of the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement in accordance with rules of the SEC.

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To vote at the Annual Meeting, you must be present via live webcast and follow the instructions at www.virtualshareholdermeeting.com/LYEL2026. You will need to enter your 16-digit Control Number found on your Notice, proxy card (if requested) or voting instruction form.

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To vote prior to the Annual Meeting (until 11:59 p.m. Eastern Time on June 9, 2026), you may vote by proxy by completing and returning the proxy card (if requested), over the telephone or through the internet at www.proxyvote.com, each as described below.

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To vote using the proxy card (if requested), simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to the Company before the Annual Meeting, we will vote your shares as you direct.

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To vote over the telephone, dial the number provided on your Notice or proxy card (if requested) using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and your Control Number from your Notice or proxy card (if requested). Your telephone vote must be received by 11:59 p.m. Eastern Time on June 9, 2026 to be counted.

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To vote through the internet prior to the Annual Meeting, go to www.proxyvote.com and follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the company number and your Control Number from your Notice or proxy card (if requested). Your internet vote must be received by 11:59 p.m. Eastern Time on June 9, 2026 to be counted.

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You may request and submit another properly completed proxy card with a later date.

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You may grant a subsequent proxy by telephone or through the internet.

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You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at 201 Haskins Way, South San Francisco, CA 94080.

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You may attend the Annual Meeting and vote through the internet. Simply attending the meeting will not, by itself, revoke your proxy.

(1)

This proposal is considered to be a “routine” matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under NYSE rules to vote your shares on this proposal and therefore there will not be any broker non-votes for this proposal.

(1)

Chair of the Nominating and Corporate Governance Committee

(2)

Chair of the Audit Committee

(3)

Member of the Compensation Committee

(1)

Member of the Nominating and Corporate Governance Committee

(2)

Member of the Audit Committee

(3)

Chair of the Compensation Committee

(4)

Member of the Compensation Committee

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assisting our Board of Directors oversee our corporate accounting and financial reporting processes;

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managing the selection, engagement terms, fees, qualifications, independence and performance of the registered public accounting firm engaged as our independent outside auditors to audit our financial statements;

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discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

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developing procedures for employees to submit concerns anonymously about questionable accounting, audit or other matters;

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reviewing related person transactions;

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obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law;

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approving, or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm;

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reviewing and assessing our risk management, risk assessment and major risk exposures with respect to financial, accounting, operational, environmental sustainability, competition and regulation, reviewing and discussing such risks with management and the auditors and reviewing the steps taken by our management to monitor, mitigate or otherwise control these exposures and identify future risks;

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overseeing and assessing our risks related to data privacy, technology and information security, including cybersecurity, and regularly reviewing with management related issues, including cybersecurity threats faced by us, and steps we are taking to address them, as well as our internal controls and disclosure controls and procedures relating to cybersecurity incidents; and

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reviewing with management our investment philosophy and policies, including management of investment risk and applicable policies pertinent to our investment portfolio.

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reviewing our overall compensation strategy, including base salary, incentive compensation and equity-based grants, to assure that it promotes stockholder interests, supports our strategic and tactical objectives and provides appropriate rewards and incentives for our management and employees;

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reviewing and approving the compensation of our chief executive officer, other executive officers and senior management and the corporate goals and objectives to be considered in such determination;

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reviewing and approving the compensation paid to our non-employee directors;

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administering our equity incentive plans and other benefit programs;

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reviewing, adopting, amending and terminating, incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management;

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periodically reviewing with management our major compensation-related risk exposures, whether risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company and steps taken to monitor or mitigate such exposures;

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overseeing periodic review, as appropriate, of the composition of our workforce;

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periodically reviewing, approving, modifying and overseeing the application of our clawback policy and any required recoupment and disclosure; and

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reviewing and approving the list of companies to be included in any compensation peer group used to determine pay levels based on criteria the Compensation Committee deems appropriate.

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evaluate our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals;

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assist in refining our compensation strategy and in developing and implementing an executive compensation program to execute that strategy; and

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ensure our compensation strategy adheres to best in market governance practices.

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identifying and evaluating candidates, including the nomination of incumbent directors for reelection, new directors to fill vacancies and nominees recommended by stockholders, to serve on our Board of Directors;

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considering and making recommendations to our Board of Directors regarding the composition and chairmanship of our Board of Directors and the committees of our Board of Directors;

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nominate, as necessary and appropriate, an independent director to serve as lead independent director of our Board of Directors;

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developing and instituting plans or programs for the continuing education of our Board of Directors and orientation of new directors, as necessary;

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reviewing and making recommendations regarding directors’ and officers’ indemnification and insurance matters;

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developing and making recommendations to our Board of Directors regarding corporate governance guidelines and related principles;

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to the extent the committee determines appropriate, periodically reviewing and discussing with management our programs, policies and risks related to social responsibility, environmental and sustainability matters;

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overseeing our quality assurance, corporate and healthcare compliance programs and periodically reviewing and discussing with management our programs, policies and risks related to such matters;

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overseeing the evaluation of our senior management, periodically reviewing with our Chief Executive Officer the plans for succession to the offices of our Chief Executive Officer and other key executive officers and making recommendations to our Board of Directors with respect to the selection of appropriate individuals to succeed to these positions;

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overseeing periodic evaluations of our Board of Directors’ performance, including committees of our Board of Directors, and reviewing the committee charter at least annually; and

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reviewing any stockholder proposals submitted for inclusion in our proxy statement and recommending to our Board any statements in response and considering any stockholder nominees for election to the Board at our annual meeting of stockholders.

(1)

As of December 31, 2025, our non-employee directors held options to purchase shares of our common stock as set forth below:

(2)

All of the option awards were granted under our 2021 Equity Incentive Plan. The amounts shown represent the grant date fair values of option awards granted in 2025 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718 (“FASB ASC Topic 718”). See Note 14, Stock-based Compensation, to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the assumptions used in the calculation.

(3)

The amount shown corresponds to (i) for each of our directors except Dr. Bachleda, the annual grant of an option to purchase 6,500 shares of our common stock on May 15, 2025 and (ii) for Dr. Bachleda, an initial option grant to purchase 13,000 shares of our common stock granted on June 9, 2025, each pursuant to the then-current Non-Employee Director Compensation Policy.

(4)

Dr. Bachleda joined our Board of Directors on June 9, 2025 and was appointed to the Nominating and Corporate Governance Committee on June 24, 2025, and his fees were pro-rated.

(5)

Mr. Nelsen did not stand for re-election at the 2025 Annual Meeting and, as such, ceased serving as a director as of May 15, 2025.

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an annual cash retainer of $50,000 (same as under the Prior Policy) for all non-employee directors other than the lead independent director/Chair of our Board of Directors;

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an annual cash retainer of $80,000 (same as under the Prior Policy) for the lead independent director of our Board of Directors;

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an annual cash retainer of $85,000 (same as under the Prior Policy) for the Chair of our Board of Directors;

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an additional annual cash retainer of $20,000, $15,000, and $10,000 (same as under the Prior Policy) for service as Chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively;

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an additional annual cash retainer of $10,000, $7,500 and $5,000 (same as under the Prior Policy) for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (other than for as the chair for any such committee);

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an appointment option grant, upon the date a new non-employee director is first elected or appointed to our Board of Directors, to purchase the lesser of (i) shares of common stock calculated to have a Black-Scholes value of $500,000 on the date of grant, rounded to the nearest whole number; and (ii) 18,500 shares (an increase from 13,000 shares under the Prior Policy) of common stock, with such grant vesting in 36 equal monthly installments measured from the date the non-employee director is first elected or appointed to our Board of Directors, subject to the non-employee director’s continued service on each applicable vesting date; and

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an annual option grant, upon the date of each of our annual meeting of stockholders, to purchase the lesser of (i) shares of common stock calculated to have a Black-Scholes value of $300,000 on the date of grant, rounded to the nearest whole number; and (ii) 9,250 shares (an increase from 6,500 shares under the Prior Policy) of common stock, all of which shares vest on the earlier of (a) the date of the next annual meeting (or the date immediately prior to such date if the non-employee director’s service as a director ends at such annual meeting due to the director’s failure to be re-elected or the director not standing for re-election) or (b) the first anniversary of the date of grant, in each case subject to the non-employee director’s continued service on each applicable vesting date.

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purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our common stock, such as prepaid variable forward contracts, equity swaps, collars, forward sale contracts, and exchange funds;

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purchasing our common stock on margin or holding it in a margin account at any time;

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pledging our common stock as collateral for a personal loan; and

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engaging in short sales, transactions in put options, call options or other derivative securities on an exchange or in any other organized market, or in any other inherently speculative transactions with respect to our common stock.

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Represents beneficial ownership of less than 1%.

(1)

Consists of (i) 1,426,528 shares of common stock held of record ARCH Venture Fund XIII, L.P. (“AVF XIII”), (ii) 910,317 shares of common stock held of record by ARCH Venture Fund IX, L.P. (“AVF IX”) and (iii) 910,317 shares of common stock held of record by ARCH Venture Fund IX Overage, L.P. (“AVF IX Overage” and, collectively, with AVF XIII and AVF IX, the “Reporting Entities”). ARCH Venture Partners XIII, L.P. (“AVP XIII LP”), as the sole general partner of AVF XIII, may be deemed to beneficially own the shares held by AVF XIII. ARCH Venture Partners XIII, LLC (“AVP XIII LLC”), as the sole general partner of AVP XIII LP, may be deemed to beneficially own the shares held by AVF XIII. Keith Crandell, Robert Nelsen, Kristina Burow, Paul Berns and Steven Gillis are members of the investment committee of AVP XIII LLC (each, a “AVP XIII LLC Committee Member”). Each of AVP XIII LP and AVP XIII LLC may be deemed to beneficially own the shares held by AVF XIII, and each AVP XIII LLC Committee Member may be deemed to share the power to direct the disposition and vote of the shares held by AVF XIII. ARCH Venture Partners IX, L.P. (“AVP IX LP”), as the sole general partner of AVF IX, may be deemed to beneficially own the shares held by AVF IX. ARCH Venture Partners IX Overage, L.P. (“AVP IX Overage GP”), as the sole general partner of AVF IX Overage, may be deemed to beneficially own the shares held by AVF IX Overage. ARCH Venture Partners IX, LLC (“AVP IX LLC”), as the sole general partner of AVP IX LP and AVP IX Overage GP, may be deemed to beneficially own the shares held by AVF IX and AVF IX Overage. As managing directors of AVP IX LLC, each of

(2)

Based solely on information set forth in a Schedule 13G filed with the SEC on November 13, 2025 by Innovative Cellular Therapeutics Holdings Ltd (“ICT”). Represents 1,900,000 shares of common stock, of which ICT has sole voting and dispositive power. The Schedule 13G filed by ICT provides information as of November 6, 2025 and, consequently, the beneficial ownership of ICT may have changed between November 6, 2026 and March 31, 2026. The mailing address of ICT is 190 Elgin Avenue, George Town, Grand Cayman KY1-9008.

(3)

Consists of shares of common stock held by Explore Investments LLC (“Explore Investments”). All shares held by Explore Investments may be deemed beneficially owned by Jeffrey P. Bezos as the sole member of Explore Investments. The address of the principal business office of each of Explore Investments and Mr. Bezos is P.O. Box 6470, Surfside, Florida 33154.

(4)

Consists of shares of common stock held by Gates Frontier, LLC (“Gates Frontier”). All shares held by Gates Frontier may be deemed beneficially owned by William H. Gates III (“WHG”), as the sole member of Gates Frontier. The address of Gates Frontier is 2365 Carillon Point, Kirkland, Washington 98033. The address of WHG is 500 Fifth Avenue North, Seattle, Washington 98109.

(5)

Based solely on information set forth in a Schedule 13G filed with the SEC on February 10, 2022 by GlaxoSmithKline plc (“GSK”). Represents 1,512,659 shares of common stock, of which GSK has sole voting and dispositive power through its indirect wholly-owned subsidiary, Glaxo Group Limited (“GGL”). The Schedule 13G filed by GSK provides information as of December 31, 2021 and, consequently, the beneficial ownership of GSK may have changed between December 31, 2021 and March 31, 2026. The mailing address of each of GSK and GGL is 980 Great West Road, Brentford, Middlesex, TW8 9GS, United Kingdom.

(6)

Based solely on information set forth in a Schedule 13G filed with the SEC on November 14, 2025 by Foresite Capital Fund IV, L.P. (“Foresite IV”), Foresite Capital Management IV, LLC (“FCM IV”), Foresite Capital Fund V, L.P. (“Foresite V”), Foresite Capital Management V, LLC (“FCM V”), Foresite Capital Opportunity Fund V, L.P. (“Foresite Opp V”), Foresite Capital Opportunity Management V, LLC (“FCM Opp V”) and James Tananbaum (“Tananbaum”). Foresite IV is the record owner of 800,339 shares of common stock (the “Foresite IV Shares”) as of September 30, 2025, over which it has sole voting power and sole dispositive power, except that FCM IV, as the general partner of Foresite IV, may be deemed to have sole power to vote and dispose of these shares, and Tananbaum, the managing member of FCM IV, may be deemed to have sole power to vote and dispose of these shares. Foresite V is the record owner of 477,078 shares of common stock (the “Foresite V Shares”) as of September 30, 2025, over which it has sole voting power and sole dispositive power, except that FCM V, as the general partner of Foresite V, may be deemed to have sole power to vote and dispose of these shares, and Tananbaum, the managing member of FCM V, may be deemed to have sole power to vote and dispose of these shares. Foresite Opp V is the record owner of 177,199 shares of common stock (the “Foresite Opp V Shares”) as of September 30, 2025, over which it has sole voting power and sole dispositive power, except that FCM Opp V, as the general partner of Foresite Opp V, may be deemed to have sole power to vote and dispose of these shares, and Tananbaum, the managing member of FCM Opp V, may be deemed to have sole power to vote and dispose of these shares. The Schedule 13G filed by the reporting entities provides information as of September 30, 2025 and, consequently, the beneficial ownership of the reporting person may have changed between September 30, 2025 and March 31, 2026. The mailing address of Foresite Capital is c/o Foresite Capital Management, 900 Larkspur Landing Circle, Suite 150, Larkspur, CA 94939.

(7)

Consists of shares of common stock owned by Euler Fund, L.P. (“Euler Fund”). Antonis Indianos, as the indirect owner of Euler Managers Limited, the general partner of Euler Fund, has voting and dispositive power over these shares.

(8)

Consists of (i) 36,611 shares of common stock, (ii) 326,125 shares of common stock issuable upon exercise of stock options held by Dr. Seely that are exercisable within 60 days of March 31, 2026 and (iii) 1,055 shares of common stock issuable upon the vesting and settlement of restricted stock units held by Dr. Seely within 60 days of March 31, 2026.

(9)

Consists of (i) 8,578 shares of common stock, (ii) 161,260 shares of common stock issuable upon exercise of stock options held by Mr. Hill that are exercisable within 60 days of March 31, 2026 and (iii) 352 shares of common stock issuable upon the vesting and settlement of restricted stock units held by Mr. Hill within 60 days of March 31, 2026.

(10)

Consists of (i) 7,721 shares of common stock, (ii) 87,395 shares of common stock issuable upon exercise of stock options held by Dr. Lee that are exercisable within 60 days of March 31, 2026 and (iii) 352 shares of common stock issuable upon the vesting and settlement of restricted stock units held by Dr. Lee within 60 days of March 31, 2026.

(11)

Consists of (i) 190,557 shares of common stock, of which 156,291 shares of common stock are held by Dr. Klausner, and 12,275 shares are held by each of The Ariella Klausner Delaware Trust and The Olivia Klausner Delaware Trust, and 9,716 shares are held by The Eli Klausner Delaware Trust (collectively, the “Klausner Trusts”); and (ii) 424,205 shares of common stock issuable upon exercise of stock options held by Dr. Klausner that are exercisable within 60 days of March 31, 2026. Dr. Klausner is a grantor of each of the Klausner Trusts and therefore may be deemed to share the power to direct the disposition and vote of the shares held by the trusts. Dr. Klausner disclaims beneficial ownership of all shares held by the Klausner Trusts, except to any pecuniary interest therein, if any, other than for purposes of determining his obligations under Section 13 of the Exchange Act. The JTC Trust Company (Delaware) is the trustee of each of the Klausner Trusts.

(12)

Consists of 3,972 shares of common stock issuable upon exercise of stock options held by Dr. Bachleda that are exercisable within 60 days of March 31, 2026.

(13)

Consists of 1,782 shares of common stock and 42,250 shares of common stock issuable upon exercise of stock options held by Dr. Brawley that are exercisable within 60 days of March 31, 2026.

(14)

Consists of (i) 54,750 shares of common stock issuable upon exercise of stock options held by Ms. Friedman that are exercisable within 60 days of March 31, 2026, (ii) 5,000 shares of common stock held by The Duane Irrevocable Trust 2020 (“Duane Trust”) and (iii) 11,818 shares of common stock held by the Duane Family Trust (“Duane Family Trust”). Ms. Friedman is a trustee of the Duane Trust and the Duane Family Trust and therefore may be deemed to share the power to direct the disposition and vote of the shares held by the Duane Trust and/or the Duane Family Trust. Ms. Friedman disclaims beneficial ownership of all shares held by the Duane Trust and the Duane Family Trust, except to any pecuniary interest therein, other than for purposes of determining her obligations under Section 13 of the Exchange Act.

(15)

Consists of 42,250 shares of common stock issuable upon exercise of stock options held by Dr. Nabel that are exercisable within 60 days of March 31, 2026.

(16)

Consists of 10,000 shares of common stock held by the Sumant Ramachandra Revocable Trust DTD 01/24/12, for which Dr. Ramachandra is grantor and trustee, and 13,000 shares of common stock issuable upon exercise of stock options held by Dr. Ramachandra that are exercisable within 60 days of March 31, 2026.

(17)

Consists of 42,250 shares of common stock issuable upon exercise of stock options held by Mr. Rieflin that are exercisable within 60 days of March 31, 2026.

(18)

Consists of (i) 272,067 shares of common stock held by our current directors and executive officers as a group, (ii) 1,197,457 shares of common stock issuable upon exercise of stock options held by our current directors and executive officers that are exercisable within 60 days of March 31, 2026 and (iii) 1,759 shares of common stock issuable upon the vesting and settlement of restricted stock units held by our executive officers within 60 days of March 31, 2026.

(1)

The amounts represent the aggregate grant date fair value, as computed in accordance with FASB ASC Topic 718, of awards of (a) for 2025, restricted stock units (“RSUs”) granted to our named executive officers and (b) for 2024, performance-based restricted stock units (“PSUs”) granted to our named executive officers, which are subject to performance conditions and market conditions. The grant date fair values of the PSUs subject to performance conditions are based on the probable outcome of such conditions and given the Company determined that it was not probable at grant that any of the performance conditions applicable to the PSUs would be met, the grant date fair value reported in the stock awards column for all of the PSUs subject to performance conditions is $0. The value of the PSUs subject to performance conditions at the grant date assuming that the highest level of performance conditions would be achieved is $2,160,000 for Dr. Seely, $432,000 for Mr. Hill and $432,000 for Dr. Lee. The grant date fair values of PSUs subject to the market conditions are estimated using Monte Carlo simulations, accounting for the maximum percentage of the PSUs subject to the market conditions being earned. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers.

(2)

Except as otherwise noted below, the amounts shown represent the sum of (a) the grant date fair values of option awards granted in 2025 and 2024, as computed in accordance with FASB ASC Topic 718 and (b) for 2025, performance-based options (“PBOs”) granted to our named executive officers, which are subject to performance conditions and market conditions. The grant date fair values of the PBOs subject to performance conditions are based on the probable outcome of such conditions and given the Company determined that it was not probable at grant that any of the performance conditions applicable to the PBOs would be met, the grant date fair values reported in the option awards column for all of the PBOs subject to performance conditions is $0. The value of the PBOs subject to performance conditions at the grant date assuming that the highest level of performance conditions would be achieved is $317,687 for Dr. Seely, $105,893 for Mr. Hill and $105,893 for Dr. Lee. The grant date fair values of PBOs subject to the market conditions are estimated using Monte Carlo simulations, accounting for the maximum percentage of the PBOs subject to the market conditions being earned. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers.

(3)

The amounts shown represent the annual performance-based cash bonus earned by our named executive officers based on the achievement of certain corporate performance objectives during 2025 and 2024. For more information about the 2025 annual incentive bonus program, see the subsection below titled “Narrative to the Summary Compensation Table — Annual Performance Bonus – Non-Equity Incentive Plan Compensation.” These amounts were paid in early 2026 and 2025, respectively.

(4)

For Dr. Seely, the amount shown represents $18,985 of life insurance premiums paid by us on her behalf, which includes $6,793 for associated taxes, and $4,750 in 401(k) matching contributions.

(5)

For Mr. Hill, the amount shown represents $4,775 of life insurance premiums paid by us on his behalf, which includes $1,163 for associated taxes, $4,750 in 401(k) matching contributions and $66 in other compensation.

(6)

For Dr. Lee, the amount shown represents $1,962 of life insurance premiums paid by us on his behalf, which includes $702 for associated taxes, $4,750 in 401(k) matching contributions and $78 in other compensation.

(1)

The 2025 base salaries of the named executive officers became effective on March 2, 2025.

(2)

The 2024 base salaries of the named executive officers became effective on March 1, 2024.

(1)

All shares reflect the effect of the 1-for-20 reverse stock split effected on May 30, 2025 (the “Reverse Split).

(2)

Represents the 2025 option grant made to the applicable named executive officer. Each option vests as to 12.5% of the total number of shares subject to the option six months after the vesting commencement date of February 9, 2025, and as to 1/48th of the total number of shares subject to the option each month thereafter on the same day of the month as the vesting commencement (or if there is no corresponding day, on the last day of the month), subject to the applicable named executive officer’s continued service to the Company through the applicable vesting date.

(3)

Represents the number of shares of our common stock subject to the 2025 PBO grant made to the applicable named executive officer that could be earned, assuming that the applicable performance conditions to which certain of the PBOs are subject will be achieved, and that the market conditions to which the remaining PBOs are subject will be achieved at the target level. If the PBOs subject to market conditions were achieved at the maximum level, the applicable named executive officer could earn an additional number of shares of our common stock with respect to such PBOs equal to 8,436, 2,812 and 2,812 shares of our common stock for Dr. Seely, Mr. Hill and Dr. Lee, respectively.

(4)

The options and RSUs are subject to vesting acceleration, as described in more detail below under the section titled “Employment Contracts and Change in Control Arrangements.”

(5)

Represents the number of shares subject to the 2025 RSU grant made to the applicable named executive officer. Each RSU grant vests as to 12.5% of the total number of shares subject to the RSU grant six months after the vesting commencement date of February 9, 2025, and as to 1/16th of the total number of shares subject to the RSU grant each quarter thereafter on the same day as the vesting commencement date (or if there is no corresponding day, on the last day of such month), subject to the applicable named executive officer’s continued service to the Company through the applicable vesting date.

(1)

Represents the 2025 supplemental option grant made to the applicable named executive officer. Each option vests as to 12.5% of the total number of shares subject to the option six months after the vesting commencement date of October 27, 2025, and as to 1/48th of the total number of shares subject to the option each month thereafter on the same day of the month as the vesting commencement date (or if there is no corresponding day, on the last day of the month), subject to the applicable named executive officer’s continued service to the Company through the applicable vesting date.

(2)

The options are subject to vesting acceleration, as described in more detail below under the section titled “Employment Contracts and Change in Control Arrangements.”

(1)

All of the option awards with grant dates prior to June 16, 2021 were granted under the 2018 Equity Incentive Plan (the “2018 Plan”). Option awards with grant dates on or after June 16, 2021 were granted under the 2021 Plan.

(2)

The option awards granted to Dr. Seely on May 20, 2021 and June 8, 2022 were in connection with her service as a member of our Board of Directors and, as such, their exercise prices were not eligible for the Repricing (as defined below). The option award granted on December 15, 2022 was in connection with her commencement of employment with us as our President and Chief Executive Officer.

(3)

The option vests as to 1/36th of the shares initially underlying the option each month until fully vested on the third anniversary of the vesting commencement date, subject to continued service to us through the applicable vesting date.

(4)

The option fully vests as to 100% of the shares initially underlying the option on the first anniversary of the vesting commencement date, subject to continued service to us through the applicable vesting date.

(5)

Pursuant to the one-time repricing of certain stock options that had been granted under the 2021 Plan and 2018 Plan, approved by our Board of Directors in November 2023 (the “Repricing”), the exercise price of the repriced options has been modified to $37.40 per share, the closing price of our common stock on the repricing date, November 16, 2023 (as adjusted to reflect the Reverse Split). The Repricing impacted stock

(6)

Under the original vesting schedule in effect prior to the Repricing, the options vest as to 25% of the shares initially underlying the option on the first anniversary of the vesting commencement date and as to 1/48th of the shares initially underlying the option each month until fully vested on the fourth anniversary of the vesting commencement date, subject to continued service to us through the applicable vesting date. The original vesting schedule has since been modified pursuant to the Repricing, as described under footnote 5 above.

(7)

Represents the number of unvested PSUs that remain subject to performance-based conditions and the target number of unvested PSUs that remain subject to market-based conditions and that may vest upon or after, as applicable, the Compensation Committee’s certification of the attainment of the applicable performance and market conditions. The PSUs granted to the named executive officers that are subject to market conditions vest based upon the Company’s performance against two- and three-year relative total shareholder return goals (with such PSUs allocated equally between the performance periods), and the PSUs subject to performance conditions vest upon the achievement of certain clinical development milestones. With respect to PSUs subject to clinical development milestones, (a) two-thirds of such PSUs vest as follows: 50% vest upon certification of the achievement of the applicable milestone by our Compensation Committee, and the remaining 50% vest upon the earlier of (i) one year of continuous service by the applicable named executive officer from the date of certification of such achievement by our Compensation Committee and (ii) the end of the three-year performance period; and (b) the remaining one-third of such PSUs vest upon certification of the applicable clinical milestone by our Compensation Committee. With respect to PSUs subject to clinical development milestones, the Compensation Committee certified to the achievement of certain of such milestones on August 20, 2025, pursuant to which an aggregate of 28,000 PSU shares became vested as of the date of such certification and another 28,000 PSU shares will become vested on the one-year anniversary of such certification. With respect to PSUs subject to market-based conditions, the portion of shares measured against the Company’s performance against a two-year relative total shareholder return goal was forfeited on February 9, 2026, the two-year anniversary of the vesting commencement date, due to the expiration of the applicable performance period. The vesting of all PSU awards granted is also subject to the respective named executive officer’s continued service through each applicable vesting date.

(8)

The dollar amounts shown are determined by multiplying (x) the number of PSUs or RSUs reported, as applicable, by (y) $30.78, the closing price of the Company’s common stock on December 31, 2025, the last trading day of 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers.

(9)

The option vests as to 12.5% of the shares initially underlying the option on the date that is six (6) months after the vesting commencement date and as to 1/48th of the shares initially underlying the option each month thereafter until fully vested on the fourth anniversary of the vesting commencement date, subject to continued service to us through the applicable vesting date.

(10)

Represents the number of RSU grants made to the applicable named executive officer. The RSU award vests as to 12.5% of the total number of shares subject to the RSU award six months after the vesting commencement date of February 9, 2025, and as to 1/16th of the total number of shares subject to the RSU award each quarter thereafter on the same day as the vesting commencement date (or if there is no corresponding day, on the last day of such month), subject to the applicable named executive officer’s continued service to the Company through the applicable vesting date.

(11)

Represents the number of PBOs subject to performance-based conditions and the target number of PBOs subject to market-based conditions that may vest upon or after, as applicable, the Compensation Committee’s certification of the attainment of the applicable performance and market conditions. The PBOs granted to the named executive officers that are subject to market conditions vest based upon the Company’s performance against two- and three-year relative total shareholder return goals (with such PBOs allocated equally between the performance periods), and the PBOs subject to performance conditions vest upon the achievement of certain clinical development milestones. With respect to PBOs subject to clinical development milestones, 50% vest upon certification of the achievement of the applicable milestone by our Compensation Committee, and the remaining 50% vest upon the earlier of (i) one year of continuous service by the applicable named executive officer from the date of certification of such achievement by our Compensation Committee and (ii) the end of the three-year performance period. The vesting of all PBO awards granted is also subject to the respective named executive officer’s continued service through each applicable vesting date.

(12)

Under the original vesting schedule in effect prior to the Repricing, the option vests as to 1/48th of the shares initially underlying the option each month until fully vested on the fourth anniversary of the vesting commencement date, subject to continued service to us through the applicable vesting date. The original vesting schedule has since been modified pursuant to the Repricing, as described under footnote 5 above.

(13)

Under the original vesting schedule in effect prior to the Repricing, the option vests as to 12.5% of the shares initially underlying the option on the date that is six (6) months after the vesting commencement date and as to 1/48th of the shares initially underlying the option each month thereafter until fully vested on the fourth anniversary of the vesting commencement date, subject to continued service to us through the applicable vesting date. The original vesting schedule has since been modified pursuant to the Repricing, as described under footnote 5 above.