Narrative to 2025 Summary Compensation Table
The compensation program for the named executive officers has three components: base salary, annual cash bonus and equity-based compensation in the form of restricted stock units and stock option grants, as further described below.
Base Salary
We entered into employment agreements or offer letters with each of our named executive officers that establish annual base salaries, which are reviewed periodically by our Compensation Committee in order to compensate our named executive officers for the satisfactory performance of duties to the Company. Annual base salaries are intended to provide a fixed component of compensation to our named executive officers, reflecting their skill sets, experience, roles and responsibilities. Base salaries for our named executive officers have generally been set at levels deemed necessary to attract and retain individuals with superior talent.
Dr. Magrath’s base salary was established at $575,000 at the time he joined the Company in November 2023 and was increased to $598,000 in 2025. Mr. Schachle’s base salary was established at $400,000 at the time he joined the Company in November 2023 and was increased to $416,000 in 2025. Dr. Jayagopal’s base salary was established at $400,000 at the time he joined the Company in February 2024 and was increased to $416,000 in 2025.
Non-Equity Incentive Plan
Pursuant to their employment agreements, all of our named executive officers are entitled to certain bonuses as set forth in their employment agreements. In 2025, the target bonus for Dr. Magrath was 55% of base salary, and the target bonus for each of Dr. Jayagopal and Mr. Schachle was 45% of base salary. The performance targets for determining 2025 bonuses included various corporate objectives related to business development, clinical, manufacturing, and regulatory goals, weighted 40%, 30%, 15% and 15%, respectively.
In January 2026, the Compensation Committee determined that each of Dr. Magrath, Dr. Jayagopal and Mr. Schachle had achieved 110% of their target bonuses, respectively, resulting in bonus payments of $361,790, $205,920 and $205,920 to Dr. Magrath, Dr. Jayagopal and Mr. Schachle, respectively. In determining the bonus payouts, the Compensation Committee considered, in particular, the clinical advancement of the Company’s Inherited Retinal Disease (IRD) pipeline, and the execution of capital formation strategies.
Equity Grants
Our equity-based incentive awards, which are mainly comprised of stock options and restricted stock units, are designed to align our interests with those of our employees and consultants, including our named executive officers. Our Compensation Committee is responsible for granting equity-based incentive awards to our named executive officers. Vesting of equity awards is generally tied to continuous service with us and serves as an additional retention measure.
In 2025, Dr, Magrath, Dr. Jayagopal and Mr. Schachle were granted restricted stock units with respect to 330,697 shares, 52,500 shares and 52,500 shares, respectively, and stock options with respect to 330,697 shares, 52,500 shares and 52,500 shares, respectively. For the stock options, 25% of the shares vest on the first anniversary of the grant date, with the remaining shares vesting quarterly in 12 equal installments thereafter, subject to the executive’s continued service. For the restricted stock units, 25% of the shares vest on each of the first, second, third and fourth anniversaries of the grant date, subject to the executive’s continued service.
