908 Devices Inc DEF 14A, filed Apr 29, 2026
908 Devices Inc. (MASS)
DEF 14A
2026-04-29
For: 2026-06-11
View Original
Added on
June 12, 2026
About this DEF 14A
908 Devices Inc filed this DEF 14A on April 29, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Exchange Act Rules 14a-6(i)(1) and 0-11.
908 DEVICES INC.
44 3rd Avenue
Burlington, Massachusetts 01803
44 3rd Avenue
Burlington, Massachusetts 01803
April 29, 2026
Dear Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders, or Annual Meeting, of 908 Devices Inc., which will be held on Thursday, June 11, 2026 at 10:00 a.m. Eastern Time, solely by means of remote communication in a virtual-only format. You will not be able to attend the Annual Meeting physically. You will be able to attend and participate in the Annual Meeting online by visiting https://meetnow.global/MC2YHGH, where you will be able to listen to the meeting live, submit questions and vote.
At the Annual Meeting, the board of directors will ask stockholders to (i) elect three nominees for Class III directors, Keith L. Crandell, Christopher Brown, Ph.D. and E. Kevin Hrusovsky, to hold office until the 2029 annual meeting of stockholders; (ii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; (iii) approve, on a non-binding advisory basis, the compensation of our named executive officers; and (iv) hold an advisory vote on the frequency of holding future non-binding advisory votes on the compensation of our named executive officers. These matters are described more fully in the accompanying Proxy Statement, which you are urged to read thoroughly. The board of directors recommends a vote “FOR” each of the director nominees, “FOR” ratification of the appointment of our independent registered public accounting firm, “FOR” the approval of the compensation of our named executive officers and “1 Year” for the frequency of holding future non-binding advisory votes on the compensation of our named executive officers.
We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders by providing notice of and access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested but instead will receive a Stockholder Meeting Notice with instructions on how they may access and review our proxy materials and our 2025 Annual Report on Form 10-K on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Stockholder Meeting Notice that is being sent to you.
Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote as soon as possible. If you received the Stockholder Meeting Notice, a separate proxy card was not sent to you and you may vote only via the Internet unless you attend the virtual Annual Meeting or request that a proxy card and proxy materials be mailed to you. If you have requested that a proxy card and proxy materials be mailed to you, and you have received those materials, then you may vote via the Internet, by telephone or by mailing a completed proxy card. For specific voting instructions, please refer to the information provided in the accompanying Proxy Statement and in the Stockholder Meeting Notice.
Thank you for your continued interest in and support of 908 Devices Inc.
Sincerely,
Kevin J. Knopp, Ph.D.
Chief Executive Officer
Chief Executive Officer
908 DEVICES INC.
44 3rd Avenue
Burlington, Massachusetts 01803
44 3rd Avenue
Burlington, Massachusetts 01803
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 11, 2026
TO BE HELD JUNE 11, 2026
Notice is hereby given that the 2026 Annual Meeting of Stockholders, or Annual Meeting, of 908 Devices Inc. will be held via the Internet at a virtual web conference at https://meetnow.global/MC2YHGH on Thursday, June 11, 2026 at 10:00 a.m. Eastern Time. More information about the Annual Meeting is below:
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When
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| | Thursday, June 11, 2026 at 10:00 a.m. Eastern Time. | |
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Where
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| | The Annual Meeting will be held entirely online. You will be able to attend and participate in the Annual Meeting online by visiting https://meetnow.global/MC2YHGH, where you will be able to listen to the meeting live, submit questions and vote. | |
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Items of Business
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We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement:
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To elect three nominees for Class III directors, Keith L. Crandell, Christopher Brown, Ph.D. and E. Kevin Hrusovsky, to hold office until the 2029 annual meeting of stockholders.
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To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
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To approve, on a non-binding advisory basis, the compensation of our named executive officers.
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To hold an advisory vote on the frequency of holding future non-binding advisory votes on the compensation of our named executive officers.
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To transact any other business that properly comes before the Annual Meeting and at any adjournments and postponements thereof.
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Record Date
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| | Only stockholders of record at the close of business on April 16, 2026, or Record Date, are entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. | |
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How to Vote
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| | Please vote your shares promptly to ensure the presence of a quorum at the Annual Meeting. Please review the proxy materials for the Annual Meeting and follow the instructions in the section entitled “Voting Information” of the accompanying Proxy Statement beginning on page 3 to vote. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. As described on pages 6 and 7 of the accompanying Proxy Statement, any stockholder of record as of the Record Date may attend the Annual Meeting online and vote during the online meeting even if he or she previously returned a proxy card by mail or voted via the Internet or by telephone. | |
| | | | | By Order of the Board of Directors, | |
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| | | | | Mark S. Levine | |
| | | | | Chief Legal and Administrative Officer, and Secretary | |
| | Burlington, Massachusetts | | | | |
| | April 29, 2026 | | | | |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2026 |
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| | | This Proxy Statement and our 2025 Annual Report are available for viewing, printing and downloading at www.envisionreports.com/MASS. To view these materials, please have your control number available that appears on your Stockholder Meeting Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery. | | |
| | | A copy of our 2025 Annual Report, as filed with the U.S. Securities and Exchange Commission, or SEC, on March 9, 2026, except for exhibits, will be furnished without charge to any stockholder upon written request to 908 Devices Inc., 44 3rd Avenue, Burlington, Massachusetts 01803, Attention: Corporate Secretary or by email to secretary@908devices.com. This Proxy Statement and our 2025 Annual Report are also available on the SEC’s website at www.sec.gov, or in the “Investors” section of our website at https://ir.908devices.com/. | | |
908 DEVICES INC.
44 3rd Avenue
Burlington, Massachusetts 01803
44 3rd Avenue
Burlington, Massachusetts 01803
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 11, 2026
TO BE HELD JUNE 11, 2026
This Proxy Statement contains information about the 2026 Annual Meeting of Stockholders, or Annual Meeting, of 908 Devices Inc., which will be held on Thursday, June 11, 2026 at 10:00 a.m. Eastern Time, solely by means of remote communication in a virtual-only format. You will not be able to attend the Annual Meeting physically. You will be able to attend and participate in the Annual Meeting online by visiting https://meetnow.global/MC2YHGH, where you will be able to listen to the meeting live, submit questions and vote. The board of directors of 908 Devices Inc. is using this Proxy Statement to solicit proxies for use at the Annual Meeting. In this Proxy Statement, the terms “908 Devices,” “the Company,” “we,” “us,” and “our” refer to 908 Devices Inc. and its subsidiaries. The mailing address of our principal executive offices is 908 Devices Inc., 44 3rd Avenue, Burlington, Massachusetts 01803.
All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in the accompanying Notice of 2026 Annual Meeting of Stockholders. You may revoke your proxy at any time before it is exercised at the meeting by giving our Corporate Secretary written notice to that effect.
We made this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or 2025 Annual Report, available to our stockholders of record as of April 16, 2026, or Record Date, on or about April 29, 2026.
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GENERAL INFORMATION
Why am I receiving these materials?
Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, 908 Devices has prepared these materials for the Annual Meeting. The Annual Meeting is scheduled to be held on Thursday, June 11, 2026 at 10:00 a.m. Eastern Time, solely by means of remote communication in a virtual-only format. You are invited to attend and are requested to vote on the proposals described in this Proxy Statement. The board of directors of 908 Devices is soliciting proxies for use at the Annual Meeting.
What is included in these proxy materials?
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The Notice of 2026 Annual Meeting of Stockholders
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This Proxy Statement
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The 2025 Annual Report on Form 10-K
If you requested printed versions of these materials by mail, you will also receive a proxy card or voting instruction form for the Annual Meeting. We intend to first mail the Notice and make this proxy statement and the form of proxy available to stockholders on or about April 29, 2026.
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
In accordance with rules of the SEC, we use the Internet as the primary means of furnishing proxy materials to our stockholders. Accordingly, we are sending a Stockholder Meeting Notice to our stockholders who have not previously requested paper proxy materials with instructions on how to access the proxy materials over the Internet or request a printed copy of the materials, and for voting over the Internet. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the Annual Meeting and help to conserve natural resources.
Stockholders may follow the instructions in the Stockholder Meeting Notice to elect to receive future proxy materials in print by mail or electronically by email. We encourage our stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings and reduce the cost to us associated with the printing and mailing of proxy materials.
What items will be voted on at the Annual Meeting?
There are four items that stockholders may vote on at the Annual Meeting:
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Proposal No. 1: To elect three nominees for Class III directors, Keith L. Crandell, Christopher Brown, Ph.D. and E. Kevin Hrusovsky, to hold office until the 2029 annual meeting of stockholders;
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Proposal No. 2: To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
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Proposal No. 3: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and
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Proposal No. 4: To hold an advisory vote on the frequency of holding future advisory votes on the compensation of our named executive officers.
Will any other business be conducted at the Annual Meeting?
Other than the proposals described in this Proxy Statement, we know of no other matters to be submitted to the stockholders at the Annual Meeting. If any other matter properly comes before the stockholders at the Annual Meeting, it is the intention of the persons named as proxy holders to vote upon such matters in accordance with the recommendation of our board of directors.
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For the Annual Meeting, how do we ask questions of management and the board of directors?
Stockholders may submit questions relevant to the proposals to be voted on at the Annual Meeting through https://meetnow.global/MC2YHGH. We plan to spend up to 15 minutes answering appropriate stockholder questions at the conclusion of the Annual Meeting and will include as many stockholder questions that comply with the rules of conduct for the Annual Meeting as the allotted time permits. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Questions that are not relevant to the proposals to be voted on at the Annual Meeting will not be responded to. Questions may be submitted during the Annual Meeting through https://meetnow.global/MC2YHGH.
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VOTING INFORMATION
Who may vote at the Annual Meeting?
Only holders of record of our common stock as of the close of business on April 16, 2026, the Record Date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 37,446,534 shares of our common stock outstanding and entitled to vote. We had no other class of capital stock outstanding as of the Record Date, and no other shares are entitled to notice of, or to vote at, the Annual Meeting. To access the virtual Annual Meeting, you may visit https://meetnow.global/MC2YHGH.
What is the difference between a stockholder of record and a beneficial owner of shares held in street name?
If, on the Record Date, your shares are registered directly in your name with our registrar and transfer agent, Computershare Trust Company, N.A., or Computershare, you are considered a stockholder of record with respect to those shares and our proxy materials have been made available to you. As a stockholder of record, you may vote at the Annual Meeting if you attend online or vote by proxy.
If your shares are held in a stock brokerage account, by a bank, broker, trustee or other nominee, you are considered the beneficial owner of shares held in “street name” and our proxy materials are being forwarded to you by your bank, broker, trustee or other nominee that is considered the owner of record of those shares. As the beneficial owner, you have the right to instruct your bank, broker, trustee or other nominee on how to vote your shares. You are also invited to attend the Annual Meeting. If you would like to attend, please see the instructions discussed in “If I am a beneficial owner of the Company’s shares held in street name, how do I vote?” below.
If I am a stockholder of record of the Company’s shares, how do I vote?
If you are a stockholder of record, there are four ways to vote:
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Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the Stockholder Meeting Notice.
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By Telephone. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by calling the toll-free number found on the proxy card.
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By Mail. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by completing, signing and dating the proxy card and returning it.
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Virtual Annual Meeting. You may vote at the virtual Annual Meeting. If you were a stockholder of record as of the Record Date and have your control number, you can attend and participate in the virtual Annual Meeting by accessing https://meetnow.global/MC2YHGH. Enter your control number shown on the Stockholder Meeting Notice or proxy card. If you cannot locate your Stockholder Meeting Notice or proxy card but would still like to attend the virtual Annual Meeting, you can contact Computershare at (800) 736-3001.
Votes submitted by proxy via the Internet, by telephone or by mail must be received by 1:00 a.m. Eastern Time on June 11, 2026. Votes may also be submitted during the virtual Annual Meeting.
| | | Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. | | |
What if I have trouble accessing the Annual Meeting virtually?
The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should
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ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call Local 1-888-724-2416 or International +1 781-575-2748.
If I am a beneficial owner of the Company’s shares held in street name, how do I vote?
If you are a beneficial owner of shares registered in the name of your bank, broker, trustee or other nominee, you will receive instructions from the holder of record that you must follow in order for your shares to be voted. The availability of telephonic or Internet voting will depend on your bank’s, broker’s, trustee’s or other nominee’s voting process. Please check with your bank, broker, trustee or other nominee and follow the voting instructions they provide to vote your shares.
If you wish to attend the virtual Annual Meeting and participate in and vote your shares at the virtual Annual Meeting, you must register online in advance. To register online in advance, you must obtain a “legal proxy” from your bank, broker, trustee or other nominee that holds your shares. Once you have received a legal proxy from your bank, broker, trustee or other nominee, please email a scan or image of it to our transfer agent, Computershare, at legalproxy@computershare.com, with “Legal Proxy” noted in the subject line. If you do request a legal proxy from your bank, broker, trustee or other nominee, the issuance of the legal proxy will invalidate any prior voting instructions you have given and will prevent you from giving any further voting instructions to your bank, broker, trustee or other nominee to vote on your behalf, and, in that case, you would only be able to vote at the virtual Annual Meeting. Requests for registration must be received by Computershare no later than 5:00 p.m. Eastern Time on June 8, 2026.
Upon receipt of your valid legal proxy, Computershare will provide you with a control number by email. Once provided, you can attend and participate in the virtual Annual Meeting by accessing https://meetnow.global/MC2YHGH. Enter the control number provided by Computershare.
How are proxies voted?
All shares represented by valid proxies received on a timely basis prior to the taking of the vote at the virtual Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions. Similarly, if you transmit your voting instructions by telephone or via the Internet, your shares will be voted as you have instructed.
What happens if I do not give specific voting instructions?
Stockholders of Record. If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the board of directors, then your shares will be voted at the virtual Annual Meeting in accordance with the recommendation of the board of directors on all matters presented for a vote at the virtual Annual Meeting. Similarly, if you sign and return a proxy card but do not indicate how you want to vote your shares for a particular proposal or for all of the proposals, then for any proposal for which you do not so indicate, your shares will be voted at the virtual Annual Meeting in accordance with the recommendation of the board of directors.
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then, under applicable rules, the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a “broker non-vote.”
If you are a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
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Which proposals are considered “routine” or “non-routine”?
The election of three Class III directors, Keith L. Crandell, Christopher Brown, Ph.D. and E. Kevin Hrusovsky, to hold office until the 2029 annual meeting of stockholders; the approval, on a non-binding advisory basis, of the compensation of our named executive officers; and the vote on the frequency of holding future advisory votes on the compensation of our named executive officers are considered non-routine matters. Brokers and other nominees cannot vote your shares on these proposals without receiving instructions from you, and therefore, broker non-votes may occur with respect to these proposals.
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 is considered a routine matter. A bank, broker, trustee or other nominee may generally vote your shares on routine matters even without receiving instructions from you, and therefore no broker non-votes are expected with respect to this proposal.
How does the board of directors recommend that I vote?
Our board of directors recommends that you vote:
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“FOR” Proposal No. 1, the election of three Class III directors, Keith L. Crandell, Christopher Brown, Ph.D. and E. Kevin Hrusovsky, to hold office until the 2029 annual meeting of stockholders; and
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“FOR” Proposal No. 2, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
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“FOR” Proposal No. 3, the approval, on a non-binding advisory basis, of the compensation of our named executive officers.
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“1 YEAR” for Proposal No. 4, the advisory vote on the frequency of holding future advisory votes on executive compensation.
By returning your proxy via the Internet or by telephone or mail, unless you notify our Corporate Secretary in writing to the contrary, you are also authorizing the proxies to vote your shares in accordance with the recommendation of the board of directors on any other matter that may properly come before the Annual Meeting. We do not currently know of any such other matter.
What is the quorum requirement for the Annual Meeting?
As of the Record Date for the Annual Meeting on April 16, 2026, there were 37,446,534 shares of common stock issued and outstanding. Under Delaware law and our Amended and Restated By-laws, or by-laws, the holders of a majority of the common stock issued and outstanding and entitled to vote at the Annual Meeting, present in person (including by virtual attendance) or represented by proxy, constitute a quorum for the transaction of business at the Annual Meeting. If you submit a properly executed proxy via the Internet or by telephone or mail, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. Broker non-votes will also be counted as present for the purpose of determining the presence of a quorum at the Annual Meeting. The inspector of election will determine whether a quorum is present and will tabulate the votes cast at the Annual Meeting.
How many votes does each share have?
Holders of common stock have one vote for each share on any matter that may be presented for consideration and action by the stockholders at the Annual Meeting, and do not have cumulative voting rights.
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What is the voting requirement to approve each of the proposals, and how will votes be counted?
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Proposal
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Proposal Description
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Vote Required for Approval
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Voting Options
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Effect of
Abstentions/ Withheld Votes |
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Effect of Broker Non-Votes
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| | Election of directors named in this Proxy Statement | | | Nominees receiving the most “FOR” votes properly cast will be elected. Only votes “FOR” will affect the outcome. | | | FOR or WITHHOLD | | | No Effect | | | No Effect | |
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| | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. | | | The ratification proposal must receive the affirmative vote of a majority of the votes properly cast for and against such matter. | | | FOR, AGAINST or ABSTAIN | | | No Effect | | | Not Applicable | |
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| | Advisory approval of the compensation of our named executive officers | | | The say-on-pay proposal must receive the affirmative vote of a majority of the votes properly cast for and against such matter. | | | FOR, AGAINST or ABSTAIN | | | No Effect | | | No Effect | |
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| | Advisory vote on the frequency of stockholder advisory votes on the compensation of our named executive officers | | | The say-on-frequency proposal must receive the affirmative vote of a majority of the votes properly cast for and against such matter. | | | 1 Year, 2 Years, 3 Years, or ABSTAIN | | | No Effect | | | No Effect | |
How are abstentions and broker non-votes treated?
As noted above, abstentions and broker non-votes are counted for purposes of determining a quorum.
For purposes of determining whether a proposal is approved (other than the election of directors), abstentions are counted in the tabulation of shares present in person or represented by proxy and have the same effect as voting against a proposal. For the election of directors, abstentions do not count as a vote cast and will have no effect on the outcome of the proposal.
With regard to the election of directors, the advisory approval of the compensation of our named executive officers and the advisory vote on the frequency of stockholder advisory votes on the compensation of our named executive officers, broker non-votes are not considered as votes cast and will not be counted toward the vote total and therefore will have no effect on the outcome of a proposal.
Can I change my vote or revoke my proxy after I have voted?
Stockholders of Record. You may revoke your proxy and change your vote at any time before your shares are voted at the Annual Meeting by taking any of the following actions:
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filing with our Corporate Secretary either a written notice of revocation or a duly executed proxy dated later than the proxy you wish to revoke;
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voting again on a later date via the Internet or by telephone by no later than 1:00 a.m. Eastern Time on June 11, 2026 (in which case only your latest Internet or telephone proxy submitted will be counted); or
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attending the virtual Annual Meeting via https://meetnow.global/MC2YHGH and voting at the virtual Annual Meeting (your attendance at the virtual Annual Meeting, in and of itself, will not revoke your proxy).
Any written notice of revocation or later dated proxy that is mailed must be received by our Corporate Secretary before the close of business on June 10, 2026, and should be addressed as follows: 908 Devices Inc., 44 3rd Avenue, Burlington, Massachusetts 01803, Attention: Corporate Secretary. Alternatively, you may vote at the virtual Annual Meeting.
Beneficial Owners of Shares Held in Street Name. You must follow the instructions provided by your bank, broker, trustee or other nominee if you wish to change your vote.
Why did I receive more than one Stockholder Meeting Notice or proxy card?
If you receive more than one Notice of Internet Availability of Proxy Materials or proxy card, it means you hold shares that are registered in more than one account. To ensure that all of your shares are voted, please mark your votes and date, sign and return each proxy card, or vote your proxy via the Internet or by telephone as instructed on each proxy card.
Who is soliciting these proxies and who is paying the solicitation costs?
Our board of directors is soliciting your vote for the Annual Meeting. The cost of preparing, assembling, printing and mailing the Stockholder Meeting Notice and proxy materials and, if applicable, proxy card, and the cost of soliciting proxies relating to the Annual Meeting, will be borne by 908 Devices. We have hired Computershare to assist us in the distribution of proxy materials and expect to pay a fee of $5,330 plus reasonable expenses for these services. We may request banks, brokers and other third parties to solicit their customers who beneficially own common stock listed of record in the name of such bank, broker or other third party, and we will reimburse such banks, brokers and third parties for their reasonable out-of-pocket expenses for such solicitations. The solicitation of proxies by mail may be supplemented by telephone, facsimile, Internet and personal solicitation by directors, officers and other employees of 908 Devices, but no additional compensation will be paid to such individuals.
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How can I obtain an additional copy?
With regard to the delivery of annual reports and proxy statements, under certain circumstances the SEC permits us to send a single set of such proxy materials or, where applicable, one Stockholder Meeting Notice, to any household at which two or more stockholders reside if they appear to be members of the same family (unless otherwise requested by one or more of such stockholders). Each stockholder, however, still receives a separate proxy card if he or she receives paper copies. This procedure, known as “householding,” reduces the amount of duplicate information received at a household and reduces mailing and printing costs as well. This year, we will be mailing primarily Stockholder Meeting Notices and only a small number of printed copies of the Proxy Statement and 2025 Annual Report to parties who have requested paper copies.
A number of banks, brokers and other third parties have instituted householding and have previously sent a notice to that effect to certain of our beneficial stockholders whose shares are registered in the name of the bank, broker or other third party. As a result, unless the stockholders receiving such notice gave contrary instructions, only one Proxy Statement and one 2025 Annual Report, or one Stockholder Meeting Notice, will be mailed to an address at which two or more such stockholders reside.
In addition, (i) if any stockholder who previously consented to householding desires to promptly receive a separate copy of the Proxy Statement and 2025 Annual Report, or the Stockholder Meeting Notice, for each stockholder at his or her same address, or (ii) if any stockholder shares an address with another stockholder and both stockholders at such address desire to receive only a single copy of the Proxy Statement and 2025 Annual Report, or the Stockholder Meeting Notice, then such stockholder should, if such stockholder is a beneficial stockholder, contact his or her bank, broker or other third party in whose name the shares are registered or, if such stockholder is a stockholder of record, contact 908 Devices as follows: 908 Devices Inc., 44 3rd Avenue, Burlington, Massachusetts 01803, Attention: Corporate Secretary,
7
or by email at secretary@908devices.com. Upon request, we will promptly deliver a separate copy of the Proxy Statement and 2025 Annual Report, or the Stockholder Meeting Notice, to any stockholder at a shared address to which a single copy of such material was delivered.
How can I find out the results of the voting at the annual meeting?
Preliminary voting results will be announced at the virtual Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four (4) business days after the virtual Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four (4) business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four (4) business days after the final results are known, file an additional Form 8-K to publish the final results.
What else is expected to take place at the virtual Annual Meeting?
The main purpose of the virtual Annual Meeting is to conduct the business described in this Proxy Statement. As such, we intend to conduct the required business and then have a short question and answer period. We do not intend to make a formal presentation to stockholders. Since no presentation is planned, it is expected that the meeting will last only a few minutes.
8
PROPOSAL NO. 1 — ELECTION OF CLASS III DIRECTORS
Our business affairs are managed under the direction of our board of directors. Our board of directors currently consists of nine (9) directors, seven (7) of whom qualify as “independent” under the listing standards of the Nasdaq Stock Market LLC, or Nasdaq. In accordance with the terms of our Sixth Amended and Restated Certificate of Incorporation, or certificate of incorporation, and by-laws, our board of directors is divided into three classes — Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are currently divided as follows:
•
the Class I directors are Fenel M. Eloi, Brandi C. Vann, Ph.D. and Michele M. Leonhart, and their terms will expire at the annual meeting of stockholders to be held in 2027;
•
the Class II directors are Kevin J. Knopp, Ph.D., Tony J. Hunt and Mark Spoto, and their terms will expire at the annual meeting of stockholders to be held in 2028; and
•
the Class III directors are Keith L. Crandell, Christopher Brown, Ph.D. and E. Kevin Hrusovsky, and their terms will expire at the Annual Meeting.
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.
Our board of directors has nominated Keith L. Crandell, Christopher Brown, Ph.D. and E. Kevin Hrusovsky for election as the Class III directors at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. Following the Annual Meeting, our board of directors will continue to include nine (9) members, and we will have a classified board of directors consisting of three classes with three (3) directors each.
Our certificate of incorporation and by-laws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.
Nominees for Election as Class III Directors
The biographies of each of our nominees for election to the Board as Class III directors, and all other directors are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our board of directors possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five (5) years and their ages as of April 29, 2026.
|
Name
|
| |
Positions and Offices held with 908 Devices
|
| |
Director
Since |
| |
Age
|
|
| Keith L. Crandell | | | Director | | |
2012
|
| |
65
|
|
| Christopher Brown, Ph.D. | | | Director | | |
2025
|
| |
51
|
|
| E. Kevin Hrusovsky | | | Director | | |
2013
|
| |
65
|
|
9
Keith L. Crandell has served as a member of our board of directors since June 2012. Since July 1994, Mr. Crandell has served as a managing director of ARCH Venture Partners, a venture capital firm focused on early-stage technology companies. He currently serves on the board of directors of Twist Bioscience (NASDAQ: TWST), a company focused on silicon-based DNA writing platform with genomic tools to classify viral samples and genome engineering tools to build vaccines and previously served on the board of directors of Quanterix Corporation (NASDAQ: QTRX) from June 2007 until June 2023. He is also a director of several private companies and serves on the Entrepreneurship Advisory Board at the Polsky Center for Entrepreneurship and Innovation at the University of Chicago Booth School of Business, the University of Chicago Pritzker School of Molecular Engineering Advisory Council, and on the investment advisory board for the Partners Innovation Fund, a venture capital fund affiliated with Harvard Medical School Hospitals. Mr. Crandell has a B.S. degree in chemistry and mathematics from St. Lawrence University, an M.S. in chemistry from the University of Texas at Arlington, and an MBA from the University of Chicago. Our board of directors has concluded that Mr. Crandell possesses specific attributes that qualify him to serve as a member of our board of directors, including his financial expertise and his substantial experience as an investor in emerging companies.
Christopher Brown, Ph.D. is one of our co-founders. Since March 2025, Dr. Brown has served as Vice President of R&D Analytics at Repligen Corporation (NASDAQ: RGEN), or Repligen, following Repligen’s acquisition of the bioprocessing analytics portfolio of 908 Devices. From March 2023 through March 2025, he was our Chief Product Officer, and from February 2012 to March 2023, he was our Chief Technology Officer and Vice President of Research and Development. Prior to co-founding 908 Devices, Dr. Brown was a platform architect at Apple Inc. (NASDAQ: AAPL), leading investigations in future-gen health-technologies. Prior to Apple, from April 2010 to October 2010, he was a Senior Director at Thermo Fisher Scientific, Inc. (NYSE: TMO) and from 2005 until 2010 he was Senior Director of Product Development and Engineering at Ahura Scientific, Inc. Prior to Ahura Scientific he held roles of increasing responsibility at InLight Solutions, Inc. Dr. Brown holds a B.Sc. in Mathematics/Chemistry from Brandon University, and a Ph.D. in Chemistry from Dalhousie University where he specialized in statistical and machine learning methods for chemical data. Our board of directors has concluded that Dr. Brown possesses specific attributes that qualify him to serve as a member of our board of directors, including his scientific, operational and historical expertise gained from previously serving as our Chief Product Officer and Chief Technology Officer, and his deep understanding of our products and the science behind our products.
E. Kevin Hrusovsky has served as a member of our board of directors since September 2013 and as Chairman of our board of directors since September 2020. Since April 2023, Mr. Hrusovsky has served as a venture partner of ARCH Venture Partners, a venture capital firm focused on early-stage technology companies. Prior to this, Mr. Hrusovsky served as a director of DA32 Life Science Tech Acquisition Corp. (NASDAQ: DALS) from July 2021 to November 2023. Since January 2014, Mr. Hrusovsky has been the Founder and Chairman of Powering Precision Health Foundation, a non-profit global think tank composed of the industry’s top medical, research and financial experts. From June 2014, Mr. Hrusovsky served as Executive Chairman and, from January 2015 to April 2022, as Chairman and Chief Executive Officer of Quanterix Corporation (NASDAQ: QTRX). Mr. Hrusovsky continued to serve as Executive Chairman of the Quanterix board of directors through August 2022. Prior to joining Quanterix, Mr. Hrusovsky served as Senior Vice President of PerkinElmer, Inc. (NYSE: PKI), a company that produces analytical instruments, genetic testing and diagnostic tools, medical imaging components, software, instruments and consumables for multiple end markets from February 2012 to May 2013 and served as President of the Life Sciences and Technology business unit of PerkinElmer, Inc. from November 2011 to May 2013. From May 2013 through September 2013, he served as a consultant to PerkinElmer, Inc. Previously, Mr. Hrusovsky served as Chief Executive Officer and President of Caliper Life Sciences, Inc., a life sciences company that developed and sold lab automation equipment, from July 2003 to November 2011 when it was acquired by PerkinElmer, Inc. Prior to that, he served as Chief Executive Officer and President of Zymark (later sold to Caliper Technologies Corp.), a company that provided laboratory automation, robotics, and liquid handling solutions, and Director of International Business, Agricultural Chemical Division, and President of the Pharmaceutical Division for FMC Corporation (NYSE: FMC), a chemical manufacturing company. He also held several management positions at E.I. DuPont de Nemours (NYSE: DD), a chemical manufacturing company. Mr. Hrusovsky has a B.S. in mechanical engineering from Ohio State University and an MBA from Ohio University. Our board of directors has concluded that
10
Mr. Hrusovsky possesses specific attributes that qualify him to serve as a member of our board of directors, including his financial expertise, operational expertise and his substantial experience as a President and Chief Executive Officer.
The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if a nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.
The nominees receiving the highest number of votes properly cast “FOR” election of each class of directors, or a “plurality” of the votes properly cast, will be elected as directors.
Our board of directors recommends voting “FOR” the election of Keith L. Crandell, Christopher Brown, Ph.D. and E. Kevin Hrusovsky as the Class III directors, each to serve for a three-year term ending at the annual meeting of stockholders to be held in 2029.
Directors Continuing in Office
The following table identifies our directors continuing in office and sets forth their principal occupation and business experience during the last five (5) years and their ages as of April 29, 2026.
|
Name
|
| |
Positions and Offices held with
908 Devices |
| |
Director
Since |
| |
Class and Year in Which Term Will
Expire |
| |
Age
|
|
| Fenel M. Eloi | | | Director | | |
2021
|
| |
Class I — 2027
|
| |
68
|
|
| Brandi C. Vann, Ph.D. | | | Director | | |
2025
|
| |
Class I — 2027
|
| |
47
|
|
| Michele M. Leonhart | | | Director | | |
2024
|
| |
Class I — 2027
|
| |
70
|
|
| Kevin J. Knopp, Ph.D. | | | President, Chief Executive Officer and Director | | |
2012
|
| |
Class II — 2028
|
| |
53
|
|
| Tony J. Hunt | | | Director | | |
2022
|
| |
Class II — 2028
|
| |
62
|
|
| Mark Spoto | | | Director | | |
2012
|
| |
Class II — 2028
|
| |
57
|
|
Class I Directors (Term Expires at 2027 Annual Meeting)
Fenel M. Eloi has served as a member of our board of directors since February 2021. Mr. Eloi is a highly seasoned life science executive experienced in leading the transformation of small and mid-size companies to large operating global organizations. During his professional career, Mr. Eloi has scaled up operations, expanded businesses both organically and through strategic partnerships and completed a number of public and private financing transactions. He was most recently the Chief Financial Officer and then Chief Operating Officer of Cell Signaling Technology, Inc. from September 2005 to March 2018, a privately held life sciences company, where he oversaw significant growth of the business over a period of twelve (12) years and provided leadership in the transformation of the company to a global operation. Prior to that, he was the Chief Operating Officer and Chief Financial Officer of Interleukin Genetics, Inc., a formerly Nasdaq-listed diagnostic company, for five (5) years. Prior to Interleukin, he was Chief Financial Officer at LifeCell Corp and Genome Therapeutics Corp, both formerly Nasdaq-listed companies, for a combined period of twelve (12) years. Mr. Eloi currently serves on the board of directors and as a member of the Audit Committee of Standard BioTools Inc. (NASDAQ: LAB), a developer of proprietary mass cytometry and microfluidics technologies which enable biomedical research. He serves on the board of directors and as Chair of the Audit Committee of MitoTherapeutix, a privately held drug development biotech company. Mr. Eloi also serves on the board of directors of each of New England Biolabs, a privately held company focused on the discovery and production of enzymes for molecular biology applications, Vaxess Technologies Inc., a privately held developer of novel technologies for improved efficacy and simplified access for vaccines and therapeutics, and VIC Technology Venture Development. He is a Managing Partner at P&M Capital Partners. Mr. Eloi previously served on the board of Cell Signaling Technology, Inc., a reagents company, and BioHelix Corporation, a diagnostics company. Mr. Eloi has an MBA from Anna Maria College and a B.A. in Business and Finance from Lee University. Our board of directors has concluded that Mr. Eloi possesses
11
specific attributes that qualify him to serve as a member of our board of directors, including his financial and operational expertise and his extensive knowledge and experience as an executive scaling life science companies.
Brandi C. Vann, Ph.D. has served as a member of our board of directors since August 2025. In March 2026, Dr. Vann began serving as the Vice President and Chief Strategy Officer at the Charles Stark Draper Laboratories, or Draper, and prior to that, she served as the Principal Director for Strategic Implementation at Draper from July 2025 to March 2026. Prior to joining Draper, Dr. Vann spent over fifteen (15) years serving various roles at the U.S. Department of Defense, including performing the duties of Assistant Secretary of Defense for Nuclear, Chemical, and Biological Defense Programs from April 2024 to July 2025, Principal Deputy Assistant Secretary of Defense for Nuclear, Chemical, and Biological Defense Programs from January 2022 to July 2025, Deputy Assistant Secretary of Defense for Chemical and Biological Defense from September 2019 to February 2022, and Acting Assistant Secretary of Defense for Nuclear, Chemical, and Biological Defense Programs from January 2021 to July 2021. Prior to this, Dr. Vann held positions at the Defense Threat Reduction Agency, leading efforts for characterization of and medical countermeasure development of advanced and emerging chemical and biological threats, as a Visiting Scientist at the Federal Bureau of Investigation, and as Director of Laboratories at Nephron Pharmaceuticals Corporation. As a career member of the Senior Executive Service, she was awarded the 2023 Meritorious Presidential Rank Award. Dr. Vann received her Ph.D. in Chemistry from the University of South Carolina where she studied analytical chemistry and applied statistics. Our board of directors has concluded that Dr. Vann possesses specific attributes that qualify her to serve as a member of our board of directors, including her long and extensive experience serving at the Department of Defense, her technical expertise around the defense of chemical, nuclear and biological threats, and her understanding of our federal customer base.
Michele M. Leonhart has served as a member of our board of directors since June 2024. Ms. Leonhart is the former Administrator of the U.S. Drug Enforcement Administration, or DEA, having been confirmed by the U.S. Senate in December 2010 and serving until her retirement in May 2015. She was the first female career federal law enforcement agent to ever lead a federal law enforcement agency. Ms. Leonhart’s 34-year career in the DEA encompassed various positions with increasing levels of responsibility, including Special Agent in Charge of the Los Angeles Field Division from 1998 to 2003, Deputy Administrator (nominated by President Bush) from 2003 to 2007, Acting Administrator from 2007 to 2010, and then Administrator (nominated by President Obama) of the $2.4 billion agency. In this capacity, she was responsible for all enforcement, intelligence, laboratory, administrative, and regulatory operations, and oversaw 9,000 employees around the globe in 227 domestic offices and 86 foreign offices. Ms. Leonhart serves on the boards of several non-profit organizations. She is Chair of the board of directors of D.A.R.E America/D.A.R.E International and Chair of the board of directors of the DEA Educational Foundation. She is a board member of the DEA Survivor Benefit Fund and a leadership council member of the Foundation for Drug Policy Solutions. She is also a member of the narcotics and dangerous drugs committee of the International Association of Chiefs of Police (IACP), a not-for-profit organization. Ms. Leonhart is the recipient of numerous awards and commendations, including the Presidential Distinguished Rank Award, and twice received the Presidential Rank Award for Meritorious Service. She received her bachelor’s degree in criminal justice from Bemidji State University in Minnesota and attended Boston University’s Leadership Institute. Our board of directors has concluded that Ms. Leonhart possesses specific attributes that qualify her to serve as a member of our board of directors, including her financial and operational expertise and her extensive knowledge and experience in drug enforcement and as an executive in the Federal government.
Class II Directors (Term Expires at 2028 Annual Meeting)
Kevin J. Knopp, Ph.D. has been our Co-Founder, President and Chief Executive Officer, and a member of our board of directors, since February 2012. Prior to that, Dr. Knopp served as Vice President and Site Leader of the Portable Optical Analysis division of Thermo Fisher Scientific Inc. (NYSE: TMO) following the acquisition of Ahura Scientific, Inc., a company he co-founded in 2002 that commercialized handheld optical spectrometers for a range of applications in the pharmaceutical and security markets. Dr. Knopp earned a B.S. in Electrical Engineering from Boston University, and his M.S. and Ph.D. degrees from the University of Colorado at Boulder. Our board of directors has concluded that Dr. Knopp is qualified to
12
serve as a director because of his operational and historical expertise gained from serving as our President and Chief Executive Officer, and his extensive professional and educational experience in the analytical tools and instrumentation industry.
Tony J. Hunt has served as a member of our board of directors since March 2022. Mr. Hunt was the Executive Chairman of the board of directors of Repligen, a publicly traded bioprocessing-focused life sciences company, from September 2024 through March 2026. He joined Repligen in May 2014 as Chief Operating Officer, overseeing commercial and manufacturing operations and was named President and CEO in May 2015. Prior to Repligen, Mr. Hunt was President of Bioproduction at Life Technologies, a global life sciences company, which was acquired by Thermo Fisher Scientific in 2014. He joined Life Technologies in 2008, serving as General Manager of Bioproduction Chromatography and Pharma Analytics before being named President of Bioproduction in 2011. From 2000 to 2008, Mr. Hunt was with Applied Biosystems as Senior Director of Pharma Programs where he launched the pharmaceutical analytics business that in 2008 became a part of the bioproduction platform at Life Technologies. Mr. Hunt currently serves on the board of directors of BioLife Solutions, Inc. (NASDAQ: BLFS), a developer and supplier of bioproduction tools and services for the cell and gene therapy market, and Ori Biotech, a private company developing next generation cell and gene therapy manufacturing technology. Mr. Hunt holds a B.S. in microbiology and an M.S. in biotechnology from University College in Galway, Ireland, and an MBA from Boston University School of Management. Our board of directors has concluded that Mr. Hunt is qualified to serve as a director because of his deep understanding of the markets we serve.
Mark Spoto has served as a member of our board of directors since June 2012. Mr. Spoto is a Co-Founder and Managing Partner at Razor’s Edge Ventures, a multi-stage investment firm that invests in technology companies solving significant challenges in national security and high-growth commercial markets where he has been a partner since 2011. Prior to Razor’s Edge, Mr. Spoto was a partner at the national technology law firm of Cooley LLP. Mr. Spoto serves on the boards of directors of several private companies, including BlackVe, HawkEye 360, X-Bow Systems and mPower Technology. Mr. Spoto holds a B.S. in Aerospace Engineering from Boston University and a J.D. from Georgetown University Law Center. Our board of directors has concluded that Mr. Spoto possesses specific attributes that qualify him to serve as a member of our board of directors, including his financial and investment expertise and his significant legal, managerial and corporate governance expertise.
There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.
13
PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026
Stockholders are being asked to ratify the appointment by the audit committee of the board of directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 2013.
The audit committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholder approval is not required to appoint PricewaterhouseCoopers LLP as our independent registered public accounting firm. However, the board of directors believes that submitting the appointment of PricewaterhouseCoopers LLP to the stockholders for ratification is good corporate governance. A majority of the votes properly cast is required in order to ratify the appointment of PricewaterhouseCoopers LLP. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain PricewaterhouseCoopers LLP. If the selection of PricewaterhouseCoopers LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of 908 Devices and its stockholders.
A representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.
Principal Accountant Fees and Services
We incurred the following fees from PricewaterhouseCoopers LLP for the audit of the consolidated financial statements and for other services provided during the years ended December 31, 2025 and 2024.
|
Fee Category
|
| |
2025
|
| |
2024
|
| ||||||
|
Audit fees(1)
|
| | | $ | 1,361,660 | | | | | $ | 1,379,660 | | |
|
Audit-related fees(2)
|
| | | | — | | | | | | — | | |
|
Tax fees(3)
|
| | | | 38,000 | | | | | | — | | |
|
All other fees(4)
|
| | | | 3,125 | | | | | | 3,125 | | |
|
Total fees
|
| | | $ | 1,402,785 | | | | | $ | 1,382,785 | | |
(1)
Audit fees consist of fees for professional services performed for the audit of our annual financial statements and the required review of quarterly financial statements and other procedures performed by the independent registered accounting firm in order for them to be able to form an opinion on our consolidated financial statements.
(2)
Audit-related fees consist of fees for assurance and related services that traditionally are performed by an independent registered accounting firm that are reasonably related to the performance of the audit or review of the financial statements.
(3)
Tax fees consist of fees for all professional services performed by professional staff in our independent registered accounting firm’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning and tax advice, including federal, state and local issues. Services may also include assistance with tax audits and appeals before the IRS and similar state and local agencies, as well as federal, state and local tax issues related to due diligence.
(4)
All other fees consist of fees billed for our subscription to PricewaterhouseCoopers LLP software used in connection with the preparation of our financial statements.
All fees described above were pre-approved by our audit committee.
14
Audit Committee Pre-Approval Policy and Procedures
Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee, or the engagement is entered into pursuant to the pre-approval procedure described below.
From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next twelve (12) months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.
During our fiscal years ended December 31, 2025 and 2024, no services were provided to us by PricewaterhouseCoopers LLP other than in accordance with the pre-approval policies and procedures described above.
Report of the Audit Committee
The audit committee is appointed by our board of directors to assist the board of directors in fulfilling its oversight responsibilities with respect to (1) the integrity of our financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory requirements, (2) the qualifications, independence, and performance of our independent registered public accounting firm, (3) the performance of our internal audit function, if any, and (4) other matters as set forth in the charter of the audit committee approved by the board of directors.
Management is responsible for the preparation of our financial statements and the financial reporting process, including its system of internal control over financial reporting and its disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board, or PCAOB, and issuing a report thereon. The audit committee’s responsibility is to monitor and oversee these processes.
In connection with these responsibilities, the audit committee reviewed and discussed with management and the independent registered public accounting firm our audited consolidated financial statements for the fiscal year ended December 31, 2025. The audit committee also discussed with the independent registered public accounting firm the matters required to be discussed by the PCAOB’s Auditing Standard No. 1301, Communication with Audit Committees. In addition, the audit committee received written communications from the independent registered public accounting firm confirming their independence as required by the applicable requirements of the PCAOB and has discussed with the independent registered public accounting firm their independence.
Based on the reviews and discussions referred to above, the audit committee recommended to the board of directors that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, that was filed with the SEC. The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended, or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.
THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS OF
908 DEVICES INC.
Fenel M. Eloi, Chairman
Brandi C. Vann
Mark Spoto
BOARD OF DIRECTORS OF
908 DEVICES INC.
Fenel M. Eloi, Chairman
Brandi C. Vann
Mark Spoto
15
A majority of the votes properly cast “FOR” is required to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
Our board of directors recommends voting “FOR” Proposal No. 2 to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
16
PROPOSAL NO. 3 — ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are providing our stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers (as disclosed in the section titled “Executive Compensation,” including the compensation tables included therein and the accompanying narrative disclosure), commonly known as “say-on-pay.” As of December 31, 2025, we ceased to be an emerging growth company and, therefore, this proxy statement includes this proposal.
The vote on this resolution is not intended to address any specific element of compensation but rather relates to the overall compensation of our named executive officers, as described in this proxy statement. As discussed in the section titled “Executive Compensation,” our board of directors believes that its compensation philosophy, policies and decisions are consistent with current market practice and support our key business objectives of creating value for, and promoting the interests of, our stockholders.
Accordingly, the board of directors is asking the stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding, advisory vote “FOR” the following resolution:
“RESOLVED, that the stockholders hereby approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders, including the compensation tables and related narrative disclosures.”
The approval of this non-binding proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present by virtual attendance or represented by proxy and entitled to vote on the matter at the Annual Meeting. Abstentions will be counted towards the vote total and will have the same effect as “Against” votes.
Since this proposal is an advisory vote, the result will not be binding on the board of directors or compensation committee. However, the board of directors values our stockholders’ opinions, and the board of directors and compensation committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. If stockholders approve the “One Year” option as the frequency of future say-on-pay votes under Proposal 4, we expect that we will conduct our next say-on-pay vote at the 2027 annual meeting of stockholders.
Our board of directors recommends voting “FOR” Proposal No. 3 to approve the compensation of our named executive officers.
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PROPOSAL NO. 4 — ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Section 14A of the Exchange Act provides that every six years we must provide our stockholders an opportunity to vote, on a non-binding and advisory basis, for their preference on how frequently we should seek future non-binding advisory votes to approve the compensation of our named executive officers. As of December 31, 2025, we ceased to be an emerging growth company and, therefore, this proxy statement includes this proposal. By voting on this proposal, stockholders may indicate whether they prefer that we conduct future non-binding advisory stockholder votes on executive compensation every one, two, or three years. Stockholders also may abstain from voting on this proposal. For the reasons described below, the board of directors recommends that the stockholders select a frequency of one year.
Our board of directors has determined that permitting our stockholders to provide direct input on our executive compensation philosophy, policies, and practices, as disclosed in the proxy statement, each year is in the best interests of the Company. While our executive compensation programs are designed to promote the creation of stockholder value over the long term, the board of directors believes that a future annual advisory vote on executive compensation will provide us with more direct and immediate feedback on our compensation disclosures and investor views about our executive compensation philosophy, policies, and practices.
This vote is advisory, which means that the vote is not binding on us, the board of directors, or the compensation committee. Our board of directors will take into account the outcome of the vote when considering the frequency of future non-binding advisory stockholder votes on the compensation of our named executive officers. The board of directors may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on the compensation of our named executive officers more or less frequently than the frequency receiving the most votes cast by our stockholders. We recognize that the stockholders may have different views as to the best approach, and therefore, we look forward to hearing from our stockholders as to their preferences on the frequency of future non-binding advisory stockholder votes on executive compensation.
Stockholders may cast a vote on the preferred voting frequency by selecting the option of one year, two years or three years, or may abstain when voting. Stockholders are voting to indicate their recommendation among these frequency options. The option that receives the votes from the holders of a majority of shares present by virtual attendance or represented by proxy and entitled to vote on the matter will be deemed to be the frequency preferred by our stockholders. In the event that no option receives a majority of the votes, the board of directors will consider the option that receives the most votes cast to be the frequency preferred by our stockholders.
Our board of directors recommends a vote for a “One Year” frequency of future non-binding, advisory stockholder votes on the compensation of our named executive officers.
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CORPORATE GOVERNANCE
Director Nomination Process
Our nominating and corporate governance committee is responsible for identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board, and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.
The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by management, recruiters, members of the committee and our board. The qualifications, qualities and skills that our nominating and corporate governance committee believes must be met by a committee-recommended nominee for a position on our board of directors are as follows:
•
high standards of personal and professional ethics and integrity;
•
proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment;
•
skills that are complementary to those of the existing board;
•
the ability to assist and support management and make significant contributions to the Company’s success; and
•
an understanding of the fiduciary responsibilities that are required of a member of the board and the commitment of time and energy necessary to diligently carry out those responsibilities.
The nominating and corporate governance committee will consider candidates properly recommended by stockholders holding at least three percent (3%) of our common stock continuously for at least twenty-four (24) months before the date of the recommendation. Any such proposals should be submitted to our Corporate Secretary at our principal executive offices not less than one hundred twenty (120) calendar days prior to the date on which the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting, and should include appropriate biographical and background material to allow the nominating and corporate governance committee to properly evaluate the potential director candidate, and the number of shares of our stock beneficially owned by the stockholder proposing the candidate. Stockholder proposals should be addressed to 908 Devices Inc., 44 3rd Avenue, Burlington, Massachusetts 01803, Attention: Corporate Secretary. Assuming that biographical and background material has been provided on a timely basis in accordance with our by-laws and rules of the SEC, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the nominating and corporate governance committee. If our board of directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting of stockholders. See “Stockholder Proposals” for a discussion of submitting stockholder proposals.
Director Independence
Nasdaq rules require a majority of our board of directors be composed of independent directors. Our board of directors has determined that all members of our board of directors, except Dr. Knopp and Dr. Brown, are independent directors, including for purposes of the rules of Nasdaq and the SEC. In making such independence determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independence of the directors, our board of directors considered the association of our directors with the holders of more than five percent (5%) of our common stock. The composition and functioning of our board of directors and each of our committees comply with all applicable requirements of Nasdaq and the rules and regulations of the SEC. There are no family relationships among any of our directors or executive officers.
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Board Committees
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a charter adopted by our board of directors that satisfies the applicable standards of Nasdaq and the SEC. Each such committee reviews its respective charter at least annually. A current copy of the charter for each of the audit committee, compensation committee, and nominating and corporate governance committee is posted in the “Investors” section of our website at https://ir.908devices.com/. The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq and SEC rules and regulations.
Audit Committee
Fenel M. Eloi, Brandi C. Vann and Mark Spoto serve on the audit committee, which is chaired by Mr. Eloi. Our board of directors has determined that each member of the audit committee is “independent” as that term is defined in the rules of the SEC and the applicable Nasdaq rules, and each member of the audit committee is “financially sophisticated.” Our board of directors has designated Mr. Eloi as an “audit committee financial expert,” as defined under the applicable rules of the SEC.
The audit committee’s responsibilities include:
•
appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
•
pre-approving auditing and permissible non-audit services, and overseeing the terms of such services, to be provided by our independent registered public accounting firm;
•
reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;
•
reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures, including earnings press releases, as well as critical accounting policies and practices used by us;
•
coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
•
discussing risk management policies and establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns, including with respect to cybersecurity risks;
•
recommending based upon the audit committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our Annual Report on Form 10-K;
•
monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
•
preparing the audit committee report required by SEC rules to be included in our annual proxy statement; and
•
reviewing all related person transactions for potential conflict of interest situations and approving all such transactions.
Audit Committee Report
The Report of the audit committee is set forth beginning on page 15 of this proxy statement.
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Compensation Committee
Tony J. Hunt, Keith L. Crandell and Fenel M. Eloi serve on the compensation committee, which is chaired by Mr. Hunt. Our board of directors has determined that each member of the compensation committee is “independent” as that term is defined in the applicable Nasdaq rules, and that each member of the compensation committee meets the requirements of a “non-employee director” pursuant to Rule 16b-3 under the Exchange Act.
The compensation committee’s responsibilities include:
•
annually reviewing and approving the corporate goals and objectives relevant to the compensation of our Chief Executive Officer;
•
evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation: (i) approving the cash compensation of our Chief Executive Officer and (ii) approving grants and awards to our Chief Executive Officer under equity-based plans;
•
reviewing and approving the compensation of our other executive officers;
•
reviewing and establishing our overall management compensation, philosophy and policy;
•
overseeing and administering our compensation and similar plans;
•
reviewing and approving our policies and procedures for the grant of equity-based awards;
•
reviewing and recommending to our board of directors the compensation of our directors;
•
reviewing and discussing annually with management our executive compensation disclosures to the extent such disclosure is required by SEC rules;
•
preparing annual compensation committee reports required by SEC rules, if and when required, to be included in our annual proxy statement;
•
reviewing and approving any stock ownership guidelines for our Chief Executive Officer and other executive officers, and monitoring compliance with such guidelines;
•
reviewing and approving any “clawback” policy to be adopted to recoup compensation paid to employees, if and as the compensation committee determines to be necessary or appropriate, or as required by applicable Nasdaq rules or other regulatory requirements, and monitoring compliance therewith;
•
evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules; and
•
reviewing and approving the retention, termination or compensation of any consulting firm or outside advisor to assist in the evaluation of compensation matters.
Delegation Authority
The compensation committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members to carry out its responsibilities.
Compensation Committee Processes and Procedures
Typically, the compensation committee holds regularly scheduled meetings several times per year. The agenda for each meeting is developed by the Chair of the compensation committee, in consultation with other members and management. The compensation committee meets regularly in executive session. Various members of management and other employees as well as outside advisors or consultants may be invited by the compensation committee to present financial, equity, market comparative or other background information or advice, or to otherwise participate in compensation committee meetings.
The Chief Executive Officer and other executive officers (“executive officer” means any “officer” as defined in Rule 16a-1(f) under the Exchange Act) may not participate in, or be present during, any
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deliberations or determinations of the compensation committee regarding his compensation. Under the charter, the compensation committee has the authority to obtain, at our expense, advice and assistance from compensation consultants, legal counsel or other advisors and other external resources that the compensation committee considers necessary or appropriate in the performance of its duties. The compensation committee has sole responsibility for the appointment, compensation and oversight of the work of any consultants or advisers engaged for the purpose of advising the compensation committee. In particular, the compensation committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.
See “Executive Compensation — Narrative Disclosure to the 2025 Summary Compensation Table” for additional information.
Nominating and Corporate Governance Committee
Mark Spoto, Michele M. Leonhart and E. Kevin Hrusovsky serve on the nominating and corporate governance committee, which is chaired by Mr. Spoto. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as that term is defined in the applicable Nasdaq rules.
The nominating and corporate governance committee’s responsibilities include:
•
developing and recommending to our board of directors criteria for board and committee membership;
•
establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;
•
reviewing the composition of our board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;
•
identifying individuals qualified to become members of our board of directors;
•
recommending to our board of directors the persons to be nominated for election as directors and to each of our board’s committees;
•
developing and recommending to our board of directors a code of business conduct and ethics and a set of corporate governance guidelines;
•
periodically reviewing and discussing with management the Company’s practices and proposed initiatives with respect to environmental, social and corporate governance, or ESG, matters; and
•
overseeing the evaluation of our board of directors and management.
The nominating and corporate governance committee considers candidates for membership to our board of directors suggested by our board members, including our Chief Executive Officer. Additionally, in selecting nominees for directors, the nominating and corporate governance committee will review candidates properly recommended by stockholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our board of directors. Any stockholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described in this Proxy Statement under the heading “Stockholder Proposals.” The nominating and corporate governance committee will also consider whether to nominate any person proposed by a stockholder in accordance with the provisions of our by-laws relating to stockholder nominations as described later in this Proxy Statement under the heading “Stockholder Proposals.”
Identifying and Evaluating Director Nominees
Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. The board of directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate.
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Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with other members of our board of directors, with management, through the use of search firms or other advisors, through the recommendations properly submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors’ approval to fill a vacancy or as director nominees for election to the board of directors by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. Our policies and procedures for nominating directors are included in our nominating and corporate governance committee charter posted in the “Investors” section of our website at https://ir.908devices.com/.
The nominating and corporate governance committee recommends candidates after evaluating several factors, including character, integrity, judgment, diversity, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our business and industry, conflicts of interest and other commitments. We believe that having varying perspectives and a breadth of experience represented on our board of directors improves the quality of dialogue, contributes to more effective decision-making on behalf of the Company and its stockholders, and enhances the overall chemistry and collaborative culture in the boardroom.
Board and Committee Meetings Attendance
Our board of directors meets on a regularly scheduled basis during the year to review significant developments affecting our Company and to act on matters requiring its approval. It also holds special meetings when important matters require action between scheduled meetings. Members of senior management regularly attend meetings to report on and discuss their areas of responsibility. Our board of directors met eight (8) times during the fiscal year ended December 31, 2025. The audit committee held five (5) meetings, the compensation committee held four (4) meetings, and the nominating and corporate governance committee held three (3) meetings during the fiscal year ended December 31, 2025. In 2025, each member of the board of directors attended in person or participated in seventy-five (75%) or more of the aggregate of (i) the total number of meetings of the board of directors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served); provided, however, that Mr. Hunt recused himself from two (2) full meetings and one (1) partial meeting of the board of directors as a result of a conflict of interest related to the disposition of the Company’s desktop portfolio of four (4) devices for bioprocessing process analytical technology, or PAT, applications to Repligen, a company for which Mr. Hunt served as Executive Chairman of the board of directors.
Executive Sessions
Executive sessions, which are meetings at which only independent directors are present, are regularly scheduled throughout the year, typically at the time of each regular board of directors meeting and as frequently as such independent directors deem appropriate. The chairman of the board presides at the executive sessions.
Director Attendance at Annual Meeting of Stockholders
Directors are encouraged to attend the annual meeting of stockholders to the extent practicable. In 2025, a majority of directors attended the annual meeting.
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Stock Ownership Policy
We believe that our non-employee directors and executive officers should have a meaningful and direct ownership stake in the Company that will align their interests with those of our stockholders and will promote a long-term perspective in managing the Company. In August 2023, we adopted an Executive Officer and Non-Employee Director Stock Ownership Policy, or Stock Ownership Policy, to provide for such appropriate level of equity ownership in the Company.
Each non-employee director is expected to own a number of shares of Company common stock having an aggregate value equal to at least three (3) times the amount of the annual cash retainer that the Company pays such director for regular service on the board of directors, but not including any annual cash retainers paid for committee service. Each officer who is subject to Section 16 of the Exchange Act is each expected to own a number of shares of Company common stock having an aggregate value equal to at least the amount specified as follows: (i) for the Chief Executive Officer, three (3) times his or her base salary, and (ii) for each other such officer, one (1) times his or her base salary.
Only shares of common stock of the Company that are owned in the following forms will be considered in determining whether each person’s stock ownership requirement has been met: (i) shares owned directly by such person, (ii) unvested time-vesting restricted stock and restricted stock units, and (iii) shares “beneficially owned” by such person that are held in a grantor trust (or similar instrument) for the benefit of such person and/or his or her immediate family members, but only to the extent that person has the power to vote and dispose of such shares. Shares of Company common stock underlying unvested or unexercised options and shares of Company common stock underlying unvested or unsettled performance-based equity awards will not be considered when determining whether such person’s stock ownership requirement has been met.
Insider Trading Policies and Procedures
Policy on Trading, Pledging and Hedging of Company Stock
Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. All employees, including members of our management and members of our board of directors, or their designees, are prohibited from purchasing financial instruments, or otherwise engaging in transactions that are designed to hedge or offset any fluctuations in the market value of our equity securities they hold directly or indirectly, whether or not such securities were acquired from our equity compensation programs. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy expressly prohibits short sales and derivative transactions of our stock by our officers, directors, employees and certain designated consultants and contractors, including short sales of our securities and the purchase or sale of puts, calls, or other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership. Any waiver of this policy may be authorized in writing by the Company’s compliance officer, and any such waiver must be reported to the board of directors. To date, no such requests have been made or approved.
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Rule 10b5-1 Sales Plans
Under the terms of our insider trading policy, our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. Accordingly, sales under a Rule 10b5-1 plan may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our Company. The director or executive officer may amend or terminate a Rule 10b5-1 plan in some circumstances. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information subject to compliance with the terms of our insider trading policy.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted in the “Investors” section of our website at https://ir.908devices.com/. We intend to disclose any amendment or waiver of a provision of our code that applies to our principal executive officer, principal financial officer, or persons performing similar functions, by posting such information in the “Investors” section of our website at https://ir.908devices.com/ and/or our public filings with the SEC.
Board Leadership Structure and Board’s Role in Risk Oversight
Currently, the role of chairman of the board is separated from the role of Chief Executive Officer. We believe that separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the chairman of the board to lead the board of directors in its fundamental role of providing advice to, and independent oversight of management. Our board of directors recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the board of directors’ oversight responsibilities continue to grow. While our by-laws and our corporate governance guidelines do not require that our chairman and Chief Executive Officer positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development and commercialization activities, operations, strategic direction and intellectual property as more fully discussed in the section entitled “Risk Factors” appearing in our 2025 Annual Report. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our board of directors regularly discusses with management the policies and practices utilized by management in assessing and managing long- and short-term internal and external risks and provides input on those policies and practices.
The role of our board of directors in overseeing the management of our risks is conducted primarily through committees of our board of directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. The audit committee of our board of directors is primarily responsible for overseeing our risk management processes on behalf of our board of directors. The audit committee receives reports from management on at least a quarterly basis regarding our assessment of risks. In addition, the audit committee reports regularly to our board of directors, which also considers our risk profile. The audit committee and our board of directors focus on the most significant risks we face and our general risk management strategies. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting. This enables our board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.
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While our board of directors oversees our risk management, management is responsible for day-to-day risk management processes. Our board of directors expects management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies. Our board of directors regularly receives updates from senior management, and periodically from outside advisors, regarding the various risks we face, including operational, product, economic, financial, legal, regulatory, cybersecurity, and competitive risks. Moreover, our Chief Legal and Administrative Officer and Senior Director of Information Technology, or their designees, provide quarterly updates to the audit committee. In addition to regular reports, on an ongoing basis, the board of directors and management assess the potential impact and likelihood of identified long- and short-term risks, and, where appropriate and depending on the immediacy of the risk assessed, implement operational measures and controls or purchase insurance coverage in order to help ensure adequate risk mitigation.
Cybersecurity Risk Management and Strategy. Our board of directors, as a whole and through its committees, holds overall oversight responsibility for our risk management processes, including in relation to risks from cybersecurity threats. Our board of directors exercises its oversight function through the audit committee, which oversees the management of risk exposure across various areas, including cybersecurity risks, in accordance with its charter. The audit committee receives quarterly reports from our Director of Information Technology on the status of our cybersecurity program, including measures implemented to monitor and address cybersecurity risks and threats, as appropriate. The Chair of the audit committee provides a quarterly report to the board of directors, which includes any key updates on cybersecurity matters, as applicable.
Our Senior Director of Information Technology is responsible for the day-to-day administration and management of our cybersecurity program. Currently, the Senior Director of Information Technology role is held by an individual who has approximately 21 years of information technology experience and 12 years of cybersecurity experience. We also work with external security service providers to support our security monitoring and threat detection capabilities and have implemented a process to report relevant findings to the Senior Director of Information Technology and up to other members of executive management, where appropriate.
Communication with the Directors of 908 Devices
Any interested party with concerns about the Company may report such concerns to the board of directors by submitting a written communication to the attention of the board of directors as a whole or to one or more individual directors by name, at the following address:
908 Devices Inc.
44 3rd Avenue
Burlington, MA 01803
Attn: Chair of the Board of Directors
44 3rd Avenue
Burlington, MA 01803
Attn: Chair of the Board of Directors
Communications to the board of directors may also be sent to secretary@908devices.com. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.
We will forward any such communication to each director, and the chair of the board in his or her capacity as a representative of the board, to whom such communication is addressed to the address specified by each such director and the chair of the board.
The Chief Legal and Administrative Officer of the Company will review these communications and reserves the right not to forward communications if they are deemed inappropriate or a security concern, consist of individual grievances or other interests that are personal to the party submitting the communication and could not reasonably be construed to be of concern to stockholders or other constituencies of the Company, or are solicitations, advertisements, surveys, “junk” mail or mass mailings.
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The audit committee oversees the procedures for the receipt, retention, and treatment of complaints received by 908 Devices regarding accounting, internal accounting controls, or audit matters, including the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters. 908 Devices has also established a telephone number for the reporting of such activity, which is (877) 652-3270 (toll free in the United States) or a complaining party may submit a confidential memorandum to the audit committee by sending a letter to 908 Devices Inc., 44 3rd Avenue, Burlington, Massachusetts 01803; Attention: Compliance Officer.
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EXECUTIVE OFFICERS
Executive Officers
The following table identifies our executive officers and sets forth their current positions at 908 Devices and their ages as of April 29, 2026.
|
Name
|
| |
Position held with 908 Devices
|
| |
Since
|
| |
Age
|
|
| Executive Officers | | | | | | | | | | |
| Kevin J. Knopp, Ph.D. | | | President, Chief Executive Officer, and Director | | |
2012
|
| |
53
|
|
| Joseph H. Griffith IV | | | Chief Financial Officer and Treasurer | | |
2014
|
| |
51
|
|
| Mark S. Levine | | | Chief Legal and Administrative Officer, and Secretary | | |
2026
|
| |
53
|
|
| Kola Otitoju | | | Chief Business and Strategy Officer | | |
2026
|
| |
53
|
|
| John W. Kenneweg | | | Senior Vice President, Sales and Product Marketing | | |
2026
|
| |
53
|
|
| Kevin McCallion, Ph.D. | | | Senior Vice President, Products and Production | | |
2026
|
| |
60
|
|
Kevin J. Knopp, Ph.D. See the section of this Proxy Statement above captioned “— Class II Directors (Term Expires at 2028 Annual Meeting)” for Dr. Knopp’s biography.
Joseph H. Griffith IV has been our Chief Financial Officer and Treasurer since March 2014. From November 2011 to March 2014, Mr. Griffith served as Chief Financial Officer of the Life Sciences and Technology business unit of PerkinElmer, Inc. (NYSE: PKI), a publicly traded company that produces analytical instruments, genetic testing and diagnostic tools, medical imaging components, software, instruments and consumables for multiple end markets. Previously, Mr. Griffith served as Chief Accounting Officer and Vice President of Finance from April 2008 to November 2011 and as Corporate Controller from July 2003 to April 2008, of Caliper Life Sciences, Inc. (NASDAQ: CALP), a publicly traded life sciences company that developed and sold lab automation equipment, that was acquired by PerkinElmer, Inc. Prior to that, he served as Corporate Controller of Zymark Corporation, a company that provided laboratory automation, robotics, and liquid handling solutions, from April 2002 to July 2003, when it was acquired by Caliper Life Sciences, Inc. From August 1997 to February 2002, Mr. Griffith served as an Audit Senior at Arthur Andersen, a national accounting firm. He is a licensed Certified Public Accountant and holds a B.S. in Accounting from Villanova University.
Mark S. Levine has served as our Chief Legal and Administrative Officer and Corporate Secretary since December 2025. In 2025, Mr. Levine was an independent consultant and a founding board member of the TUBB2A Foundation, a rare disease non-profit. From January 2022 to December 2024, Mr. Levine served as Chief Legal Officer and Corporate Secretary of Immunovant, Inc. From June 2017 to January 2022, Mr. Levine served as General Counsel and Corporate Secretary of Flexion, Inc., a biotechnology company acquired by Pacira BioSciences, Inc. in 2021. From August 2014 to June 2017, Mr. Levine served as Senior Vice President, General Counsel, and Corporate Secretary of Minerva Neurosciences, Inc., a biopharmaceutical company. Mr. Levine has also served in senior legal positions at athenahealth, Inc., a network-based health internet technology company; Clinical Data, Inc., a biopharmaceutical company acquired by Forest Laboratories, Inc. (now AbbVie) in 2011; Wheelabrator Technologies Inc., a renewable energy company; and Xpedior Incorporated, an internet consulting company. Mr. Levine earned a B.A. in political science from Binghamton University, SUNY, and a J.D. from Washington University School of Law in St. Louis.
Kola Otitoju has been our Chief Business and Strategy Officer since April 2026. Before joining us, he was the Senior Vice President of Strategy and Business Development at Repligen since June 2020. He also managed Repligen’s Bioprocess Analytics Technology, or PAT, division as Senior Vice President and Global Head of the Process Analytics Division from January 2023 to April 2025 overseeing product management, R&D, manufacturing operations, and commercial activities. With over 20 years of experience in strategic transactions, Mr. Otitoju has successfully led numerous transactions during his tenures in Investment Banking M&A at Credit Suisse and Bank of America Securities. His corporate experience includes roles at companies including Baxter International and GE Healthcare, as well as with private equity-backed companies like Candela Medical, partnering with Apax Partners. Earlier in his career, Mr. Otitoju was an electrical
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engineer and developed a strong foundation in multiple technologies. He earned an M.B.A. from Harvard Business School, a M.S. in Electrical Engineering from Cornell University, and a B.S. in Information Systems (Computer Science & Electrical) Engineering from Imperial College London.
John Kenneweg has been our Senior Vice President of Sales & Product Marketing since February 2026 and previously served as our Vice President of Government Business and as our Vice President and General Manager of Field Forensics, beginning in April 2013. Prior to joining us, Mr. Kenneweg served as the Director of Federal Government Programs at Thermo Fisher Scientific Inc.’s (NYSE: TMO) Portable Analytical Instrument Division from 2010 to 2013, a publicly traded company that produces a range of solutions including life science technology, analytical instruments, diagnostics and lab equipment and services. Prior to that, Mr. Kenneweg managed government sales for Ahura Scientific, Inc. from 2005 until it was acquired by Thermo Fisher Scientific in 2010. Prior to that, he served as Business Development Manager from 2002 to 2005, Sales Manager from 1999 to 2002 and Product Manager from 1997 to 1999, at Draeger Safety, Inc., the U.S. subsidiary of Drägerwerk AG (ETR: DRWS), a company that sells and manufactures gas detection and respiratory protection equipment for safety and medical purposes. He earned a B.A. from West Virginia University and served honorably in the United States Marine Corps.
Kevin McCallion, Ph.D. has been our Senior Vice President of Products & Production since February 2026. Prior to that, Dr. McCallion was our Vice President of Production and New Product Introduction beginning in August 2020 and was our Director, Component Engineering from May 2013 to August 2020. Prior to joining us, Dr. McCallion served as Vice President of Engineering for TeraDiode, Inc., a developer of compact, high efficiency laser sources. Previously, Dr. McCallion was Director of Engineering at Finisar Corp., a manufacturer of optical communications subsystems and components. Prior to that, he was a co-founder and Vice President of Product Development at Azna LLC, implementing novel, high-speed diode lasers for long haul transmission. Earlier in his career, he also held senior technical management positions at Nortel Networks Corporation and CoreTek, Inc. He received a B.Eng. (1st Hons), M.Sc. and Ph.D. in Electrical Engineering and Optoelectronics from the University of Strathclyde in the United Kingdom. Dr. McCallion is an inventor on more than 30 U.S. patents and is author on numerous technical publications.
The principal occupation and employment during the past five (5) years of each of our executive officers was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he was or is to be selected as an executive officer. There are no material legal proceedings to which any of our executive officers is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.
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EXECUTIVE COMPENSATION
Our named executive officers for the year ended December 31, 2025, which consist of our Chief Executive Officer and our two most highly-compensated executive officers serving as of December 31, 2025, other than our Chief Executive Officer, are as follows:
•
Kevin J. Knopp, Ph.D., our President and Chief Executive Officer
•
Joseph H. Griffith IV, our Chief Financial Officer and Treasurer
•
Mark S. Levine, our Chief Legal and Administrative Officer and Secretary
2025 Summary Compensation Table
The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
Bonus
($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
Kevin J. Knopp, Ph.D.
President and Chief Executive Officer |
| | | | 2025 | | | | | | 500,000 | | | | | | 393,751 | | | | | | 131,251 | | | | | | 525,000 | | | | | | — | | | | | | 3,500 | | | | | | 1,553,502 | | |
| | | | 2024 | | | | | | 497,788 | | | | | | 500,006 | | | | | | 500,000 | | | | | | 492,000 | | | | | | — | | | | | | 3,500 | | | | | | 1,993,294 | | | ||
|
Joseph H. Griffith IV
Chief Financial Officer and Treasurer |
| | | | 2025 | | | | | | 378,352 | | | | | | 258,228 | | | | | | 86,075 | | | | | | 214,904 | | | | | | 200,000 | | | | | | 3,500 | | | | | | 1,141,059 | | |
| | | | 2024 | | | | | | 377,065 | | | | | | 331,059 | | | | | | 331,058 | | | | | | 195,457 | | | | | | — | | | | | | 3,500 | | | | | | 1,238,139 | | | ||
|
Mark S. Levine(6)
Chief Legal and Administrative Officer and Secretary |
| | | | 2025 | | | | | | 21,635 | | | | | | 656,257 | | | | | | 656,254 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,334,146 | | |
| | | | 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
(1)
The amounts shown reflect the grant date fair value of RSUs granted during the fiscal year indicated. The grant date fair value was computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 15 to the financial statements in our 2025 Annual Report on Form 10-K filed with the SEC on March 9, 2026 regarding assumptions we made in determining the fair value of RSUs granted in 2025. The amounts reported above do not represent the ultimate value that may be realized by each named executive officer upon the settlement of the RSUs on the subsequent sale of such shares.
(2)
The amounts shown reflect the grant date fair value of option awards granted during the fiscal year indicated. The grant date fair value was computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. See Note 15 to the financial statements in our 2025 Annual Report on Form 10-K filed with the SEC on March 9, 2026 regarding assumptions we made in determining the fair value of option awards granted in 2025. The amounts reported above do not represent the ultimate value that may be realized by each named executive officer upon exercise of the option or the subsequent sale of such shares.
(3)
The amounts shown for 2025 represent cash bonuses earned under our annual performance-based bonus plan for the year ended December 31, 2025 and paid in 2026. For more information on these bonuses, see the descriptions under “Annual Performance Bonuses” below.
(4)
The amount shown reflects discretionary bonus of $200,000 awarded to Mr. Griffith by the compensation committee in recognition of his extraordinary efforts and contributions towards the successful completion of the sale of our bioprocessing analytics portfolio to Repligen. For more information on this bonus, see the description under “Griffith Transaction Bonus” below.
(5)
The amounts reported represent 401(k) employer matching contributions.
(6)
Mr. Levine was hired on December 8, 2025 and as a result was not a named executive officer in 2024. Therefore, only compensation information for the year ended December 31, 2025 is included in this table.
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Narrative Disclosure to the 2025 Summary Compensation Table
Our compensation committee reviews compensation annually for the Chief Executive Officer and other executive officers. In setting executive base salaries and performance bonuses and commissions, and granting long-term equity incentive awards, the compensation committee considers 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 908 Devices. We target a general competitive position, based on independent third-party benchmark analytics, to inform the mix of compensation of base salary, bonus and long-term incentives.
Our compensation committee is responsible for determining the compensation for our Chief Executive Officer and other executive officers. Our compensation committee typically reviews and discusses management’s proposed compensation with our Chief Executive Officer for all executive officers other than the Chief Executive Officer. Based on those discussions and its discretion, taking into account the factors noted above, the compensation committee then sets the compensation for the Chief Executive Officer and other executive officers without members of management present.
Our compensation committee has the authority to engage the services of a consulting firm or other outside advisors to assist it in designing our executive compensation programs and in making compensation decisions. In 2025, the compensation committee retained the services of Meridian Compensation Partners, LLC, or Meridian, as its external compensation consultants to advise on executive compensation matters including our overall compensation program design, peer group development and updates and collecting market data to inform our compensation programs for our executives and non-employee members of our board of directors. Meridian reported directly to our compensation committee. Our compensation committee has assessed the independence of Meridian consistent with Nasdaq listing standards and has concluded that the engagement of Meridian did not raise any conflicts of interest.
Meridian provided the compensation committee with an analysis of base salary, target bonus, target total cash, long-term incentive value and design, and target total compensation for executives, as well as an analysis of cash and equity compensation for non-employee directors of comparable companies in the life science tools, health care equipment or electronic equipment industries. In the analysis used for 2025 pay decisions, Meridian referenced a peer group of 20 life science tools, health care equipment or electronic equipment companies, which was reviewed and approved by our compensation committee. At the time of selection, the companies in the 2025 peer group had annual revenues ranging from approximately $23 million to $25 million and market capitalizations ranging from approximately $28 million to $655 million, and our own trailing twelve months’ revenue approximated the 35th percentile while market capitalization approximated the 50th percentile of this peer group.
The 2025 peer group consisted of the following companies:
| | Akoya Biosciences, Inc. | | | Castle Biosciences, Inc. | | |
Rapid Micro Biosystems, Inc.
|
|
| | Alpha Technova, Inc. | | |
Evolv Technologies Holdings, Inc.
|
| | Standard BioTools Inc. | |
| | Apyx Medical Corporation | | | Genasys Inc. | | | Stereotaxis, Inc. | |
| | Bionano Genomics, Inc. | | | Harvard Bioscience, Inc. | | | Surmodics, Inc. | |
| | Blackline Safety Corp. | | | MaxCyte, Inc. | | | Zynex, Inc. | |
| | Butterfly Network, Inc. | | | Personalis, Inc. | | | | |
| | Byrna Technologies Inc. | | | Quanterix Corporation | | | | |
Each year, in conjunction with our compensation committee, Meridian re-evaluates our peer group in light of developments in the market and our industry and the evolution of the Company (e.g., revenue, market capitalization and industry). In developing and approving the 2025 peer group, after reviewing recommendations made by Meridian, relative to the 2024 peer group the compensation committee (1) removed NS Wind Down (f/k/a NanoString), Bruker Cellular Analysis (f/k/a PhermoneX) and ViewRay that were no longer standalone public companies, and (2) added Blackline Safety Corp., Byrna Technologies Inc. and Genasys Inc. to bolster the overall roster size and provide greater representation of companies serving similar end customers to our own.
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In July 2025 the compensation committee made more extensive changes to its peer group in recognition of how our business was evolving following the sale of our bioprocessing analytics portfolio to Repligen. The compensation committee (1) removed Akoya Biosciences Inc., Apyx Medical Corporation, Bionano Genomics, Inc., Castle Biosciences, Inc., Stereotaxis, Inc., Surmodidcs, Inc. and Zynex, Inc., and (2) added Cytek Biosciences, Inc., Frequency Electronics, Inc., Kopin Corporation, Ouster, Inc. and SoundThinking, Inc. This new 2026 peer group of seventeen (17) companies will be referenced for 2026 pay decisions and reflected in next year’s proxy statement.
Base Salary
Each named executive officer’s base salary is a fixed component of annual compensation for performing specific duties and functions and has been established by our compensation committee taking into account each individual’s role, responsibilities, skills and experience. Base salaries for the named executive officers are reviewed annually by our compensation committee, typically in connection with our annual performance review process, and adjusted from time to time, to realign salaries with market levels after taking into account individual responsibilities, performance and experience. The compensation committee approved Dr. Knopp’s annual base salary at $500,000 and Mr. Griffith’s at $378,352, in each case unchanged from their annual base salary approved in and effective February 2024. The compensation committee also approved Mr. Levine’s annual salary per the terms of his employment agreement at $375,000 upon hire.
Annual Performance Bonuses
Annual performance bonus awards are determined based on the achievement of certain predetermined annual corporate and individual performance milestones. When determining the individual component of our annual incentive awards, the compensation committee considers each executive’s personal impact on our strategic achievements and other key performance indicators.
For fiscal year 2025, Dr. Knopp’s target bonus was set at 100% of his annual base salary, and Mr. Griffith’s at 50% of his base salary. Mr. Levine was not eligible for an annual bonus for fiscal year 2025 and will first be eligible for an annual bonus for fiscal 2026. For fiscal year 2025, 100% of the target bonus for Dr. Knopp and 80% of the target bonus for Mr. Griffith were tied to the achievement of corporate milestones related to revenue, operating expenses and adjusted EBITDA targets. The remaining 20% of Mr. Griffith’s target bonus was tied to achievement of individual performance milestones. Following review and determinations of corporate and individual performance for 2025, the compensation committee determined that: (i) Dr. Knopp’s annual bonus was earned at 105.0% of target, and (ii) Mr. Griffith’s annual bonus was earned at 113.6% of target.
Griffith Transaction Bonus
The compensation committee determined that it was in the Company’s best interest to recognize the extraordinary efforts of Mr. Griffith in connection with the Company’s negotiation and completion of the sale of certain of the Company’s assets related to its desktop processing analytical technologies portfolio to Repligen (the “Transaction”), by awarding to Mr. Griffith a one-time discretionary cash transaction bonus equal to $200,000, paid in one lump sum upon the closing of the Transaction, subject to Mr. Griffith’s continued employment with the Company in good standing through the payment date.
Long-Term Incentive Compensation
We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants promote executive retention because they incentivize our executive officers to remain in our employment during the vesting period.
The compensation committee generally makes annual grants of stock options and/or RSUs to executives, at or near the beginning of each fiscal year, or in connection with the commencement of employment, subject to time-based vesting to align the executive’s financial interest with those of stockholders. In addition, the compensation committee has in the past granted, and considers granting from time to time, performance-based RSUs, or PSUs. PSUs have both time-vesting and performance-vesting elements and therefore reward
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executive officers only if we meet certain specified market-based, financial and/or operational metrics over time. The compensation committee believes that equity incentives in the form of stock options, RSUs and/or PSUs are effective vehicles to align individual and team performance with the achievement of our strategic and financial goals over time, retain our executives and align the interests of our executives with those of our stockholders.
Stock options allow our executives to purchase a fixed number of shares of our common stock for a fixed price (i.e., exercise price) over a fixed period of time. The exercise price is equal to the closing price of a share of our common stock on the date of grant. Therefore, a stock option only has value if our share price exceeds the exercise price of the option. Each grant of a RSU or PSU corresponds to a single share of our common stock, and the value of RSUs and PSUs is directly affected by increases and decreases in our stock price.
In February 2025, the compensation committee granted stock options and RSUs to Dr. Knopp and Mr. Griffith. After consultation with Meridian and benchmarking against peers, the value of these equity awards at the grant date was set at 1.50x the base salary of Dr. Knopp, and 1.30x the base salary of each of Mr. Griffith. The target value of these awards were allocated twenty-five percent (25%) to stock options and seventy-five percent (75%) to RSUs.
The stock option awards granted to Dr. Knopp and Mr. Griffith in 2025 vest and become exercisable as to thirty-three percent (33%) of the shares on the first anniversary of February 1, 2025, and as to the remaining 1/24th of the shares on each monthly anniversary thereafter, subject to the applicable holder’s continued service to the Company through the applicable vesting date. The RSUs granted to Dr. Knopp and Mr. Griffith in 2025 vest annually over three (3) years from February 1, 2025, subject to the applicable holder’s continued service to the Company through the applicable vesting date. For additional information on long-term incentive awards granted to the named executive officers in 2025, see the “Outstanding Equity Awards at 2025 Fiscal Year-End” table below.
In December 2025, in connection with the commencement of his employment, the compensation committee granted stock options and RSUs to Mr. Levine. The awards were allocated fifty percent (50%) to stock options and fifty percent (50%) to RSUs. With respect to determining the amount and design of the new hire equity grant, the compensation committee considered market practices, the overall level of pay, alignment with shareholder value creation and long-term orientation of the stock options and RSUs. The stock options vest and become exercisable as to thirty-three percent (33%) of the shares on January 1, 2027, and as to the remaining 1/24th of the shares on each monthly anniversary thereafter, subject to Mr. Levine’s continued service to the Company through the applicable vesting date. The RSUs vest annually over three (3) years from January 1, 2026, subject to Mr. Levine’s continued service to the Company through the applicable vesting date.
Outstanding Equity Awards at 2025 Fiscal Year End Table
The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.
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| | | | | | | | | |
Option Awards(1)
|
| |
Stock Awards(2)(3)
|
| ||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) |
| |||||||||||||||||||||||||||
|
Kevin J. Knopp, Ph.D.
|
| | | | 9/21/2020 | | | | | | 122,918 | | | | | | — | | | | | | 3.24 | | | | | | 9/21/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/1/2022 | | | | | | 71,661 | | | | | | 3,115(4) | | | | | | 16.66 | | | | | | 3/1/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | | 3/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,255(5) | | | | | | 59,089 | | | | | | — | | | | | | — | | | ||
| | | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26,897(6) | | | | | | 141,209 | | | | | | — | | | | | | — | | | ||
| | | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 53,794(7) | | | | | | 282,418.50 | | | ||
| | | | 3/1/2024 | | | | | | 42,596 | | | | | | 50,341(8) | | | | | | 7.35 | | | | | | 2/28/2034 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | | 3/1/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 51,021(9) | | | | | | 267,860 | | | | | | — | | | | | | — | | | ||
| | | | 3/3/2025 | | | | | | — | | | | | | 90,518(11) | | | | | | 1.98 | | | | | | 3/2/2035 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | | 3/3/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 198,864(12) | | | | | | 1,044,036 | | | | | | — | | | | | | — | | | ||
|
Joseph H. Griffith IV
|
| | | | 1/21/2019 | | | | | | 5,000 | | | | | | — | | | | | | 1.58 | | | | | | 1/20/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 9/14/2020 | | | | | | 67,604 | | | | | | — | | | | | | 3.24 | | | | | | 9/14/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | | 3/1/2022 | | | | | | 32,487 | | | | | | 1,412(4) | | | | | | 16.66 | | | | | | 3/1/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | | 3/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,102(5) | | | | | | 26,787 | | | | | | — | | | | | | — | | | ||
| | | | 3/1/2023 | | | | | | 44,301 | | | | | | 18,242(10) | | | | | | 8.83 | | | | | | 2/28/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,612(6) | | | | | | 108,213 | | | | | | — | | | | | | — | | | ||
| | | | 3/1/2024 | | | | | | 28,204 | | | | | | 33,331(8) | | | | | | 7.35 | | | | | | 2/28/2034 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | | 3/1/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,781(9) | | | | | | 177,350 | | | | | | — | | | | | | — | | | ||
| | | | 3/3/2025 | | | | | | — | | | | | | 59,362(11) | | | | | | 1.98 | | | | | | 3/2/2035 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | | 3/3/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 130,418(12) | | | | | | 684,695 | | | | | | — | | | | | | — | | | ||
|
Mark S. Levine
|
| | | | 12/8/2025 | | | | | | — | | | | | | 130,468(13) | | | | | | 6.68 | | | | | | 12/31/2035 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 12/8/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 98,242(14) | | | | | | 515,771 | | | | | | — | | | | | | — | | | ||
(1)
Each of the outstanding option awards in the table above granted prior to December 2020 was granted pursuant to our 2012 Stock Option and Grant Plan, as amended, or 2012 Plan. Each of the outstanding option awards in the table above granted after December 2020 was granted pursuant to our 2020 Stock Option and Incentive Plan, or 2020 Plan.
(2)
Each of the outstanding RSUs and PSUs in the table above was granted pursuant to our 2020 Plan.
(3)
The market value of the stock awards is determined by multiplying the number of RSUs or PSUs by $5.25, the closing price of our common stock on the Nasdaq Global Market on December 31, 2025, the last trading day of our last fiscal year.
(4)
The shares underlying this option vest, as follows: 1/4th of the shares on February 1, 2023, and 1/48th of the shares on each monthly anniversary of February 1, 2023, subject to the applicable holder’s continued service to our Company through the applicable vesting date.
(5)
Represents RSUs that vest in equal annual installments over four (4) years from February 1, 2022, subject to the applicable holder’s continued service to our Company through the applicable vesting date.
(6)
Represents RSUs that vest in equal annual installments over four (4) years from February 1, 2023, subject to the applicable holder’s continued service to our Company through the applicable vesting date.
(7)
Represents PSUs that vest upon the achievement of the next highest performance measure, if at all, on February 1, 2026, based upon the achievement of pre-determined stock price performance metrics measured based upon the volume weighted average share price for the Company’s common stock during the fourth quarter of 2025, subject to Dr. Knopp’s continued service to the Company through the applicable vesting date. As of February 1, 2026, the performance metric was not achieved and the entire award was forfeited.
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(8)
The shares underlying this option vest, as follows: 1/4th of the shares on February 1, 2025, and 1/48th of the shares on each monthly anniversary of February 1, 2025, subject to the applicable holder’s continued service to our Company through the applicable vesting date.
(9)
Represents RSUs that vest in equal annual installments over four (4) years from February 1, 2024, subject to the applicable holder’s continued service to our Company through the applicable vesting date.
(10)
The shares underlying this option vest, as follows: 1/4th of the shares on February 1, 2024, and 1/48th of the shares on each monthly anniversary of February 1, 2024, subject to the applicable holder’s continued service to our Company through the applicable vesting date.
(11)
The shares underlying this option vest, as follows: 1/3rd of the shares on February 1, 2026, and 1/24th of the shares on each monthly anniversary of February 1, 2026, subject to the applicable holder’s continued service to our Company through the applicable vesting date.
(12)
Represents RSUs that vest in equal annual installments over three (3) years from February 1, 2025, subject to the applicable holder’s continued service to our Company through the applicable vesting date.
(13)
The shares underlying this option vest, as follows: 1/3rd of the shares on January 1, 2027, and 1/24th of the shares on each monthly anniversary of January 1, 2027, subject to the applicable holder’s continued service to our Company through the applicable vesting date.
(14)
Represents RSUs that vest in equal annual installments over three (3) years from January 1, 2026, subject to the applicable holder’s continued service to our Company through the applicable vesting date.
Executive Employment Arrangements with Named Executive Officers
We initially entered into an offer letter or employment agreement with Dr. Knopp and Mr. Griffith in connection with their respective commencement of employment with us, which set forth the terms and conditions of employment, including base salary, target annual bonus opportunity, initial equity awards and standard employee benefit plan participation. Upon the closing of our initial public offering in December 2020, we entered into employment agreements with each of Dr. Knopp and Mr. Griffith that replaced the offer letters or initial employment agreement and provide for specified payments and benefits in connection with a termination of employment in certain circumstances. In December 2025, we entered into a similar executive employment agreement with Mr. Levine. Mr. Levine’s employment agreement also provides for specified payments and benefits in connection with a termination of employment in certain circumstances. Our goal in providing these severance and change in control payments and benefits is to offer sufficient cash continuity protection such that the named executive officers will focus their full time and attention on the requirements of the business rather than the potential implications of a qualifying employment termination or change in control for their respective positions. We prefer to have certainty regarding the potential severance amounts payable to the named executive officers, rather than negotiating severance at the time that a named executive officer’s employment terminates. We have also determined that accelerated vesting provisions with respect to outstanding equity awards in connection with a qualifying termination of employment in certain circumstances are appropriate because they encourage our named executive officers to stay focused on the business in those circumstances, rather than focusing on the potential implications of the termination of employment for them personally. The employment agreements with our named executive officers require the named executive officers to execute a separation agreement containing a general release of claims in favor of us to receive any severance payments and benefits. The material terms of the employment agreements with our named executive officers are summarized below.
Kevin J. Knopp, Ph.D.
Under the employment agreement with Dr. Knopp, or the Knopp Employment Agreement, Dr. Knopp serves as our President and Chief Executive Officer on an at-will basis. Dr. Knopp’s base salary is $600,000 as of February 1, 2026, which is subject to periodic review, and he is eligible to earn an annual bonus with a target amount equal to 100% of his base salary. Dr. Knopp is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.
Pursuant to the Knopp Employment Agreement, in the event that Dr. Knopp’s employment is terminated by us without “cause” or Dr. Knopp resigns for “good reason” (as each term is defined in the
35
Knopp Employment Agreement), subject to his execution and the effectiveness of a separation agreement, including a general release of claims in our favor, (i) he will be entitled to receive base salary continuation for twelve (12) months following termination, (ii) subject to Dr. Knopp’s copayment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, we will cover the monthly employer contribution that we would have paid to provide health insurance to Dr. Knopp had he remained employed with us until the earliest of (A) twelve (12) months following termination, (B) Dr. Knopp’s eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of Dr. Knopp’s COBRA health continuation period, (iii) he will be entitled to receive a prorated portion of the annual bonus earned for the year in which the date of termination occurs, or the Knopp Current Year Bonus, and (iv) if the date of termination occurs after the last day of the year to which a bonus applies but before we pay such bonus, and Dr. Knopp has otherwise earned such bonus, we will pay him such bonus in a lump sum when we determine and pay bonuses to senior executives for the applicable year, or the Knopp Prior Year Bonus.
In lieu of the payments and benefits described in the preceding paragraph, in the event that Dr. Knopp’s employment is terminated by us without cause or Dr. Knopp resigns for good reason, in either case within twelve (12) months following a “change in control” (as defined in the Knopp Employment Agreement), subject to his execution and the effectiveness of a separation agreement, including a general release of claims in our favor, (i) he will be entitled to receive a lump sum in cash equal to one times the sum of (A) Dr. Knopp’s then-current annual base salary (or Dr. Knopp’s annual base salary in effect immediately prior to the change in control, if higher) plus (B) Dr. Knopp’s then-current annual target cash bonus (or Dr. Knopp’s annual target cash bonus in effect immediately prior to the change in control, if higher), (ii) subject to Dr. Knopp’s copayment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, we will cover the monthly employer contribution that we would have paid to provide health insurance to Dr. Knopp had he remained employed with us until the earliest of (A) twelve (12) months following termination, (B) Dr. Knopp’s eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of Dr. Knopp’s COBRA health continuation period, (iii) he will be entitled to receive the Knopp Current Year Bonus, (iv) he will be entitled to receive the Knopp Prior Year Bonus and (v) he will be entitled to accelerated vesting of 100% of all stock options and other stock-based awards held by him that are subject solely to time-based vesting.
Joseph H. Griffith IV
Under the employment agreement with Mr. Griffith, or the Griffith Employment Agreement, Mr. Griffith serves as our Chief Financial Officer on an at-will basis. Mr. Griffith’s base salary is $430,000 as of February 1, 2026, which is subject to periodic review, and he is eligible to earn an annual bonus with a target amount equal to 65% of his base salary. Mr. Griffith is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.
Pursuant to the Griffith Employment Agreement, in the event that Mr. Griffith’s employment is terminated by us without “cause” or Mr. Griffith resigns for “good reason” (as each term is defined in the Griffith Employment Agreement), subject to his execution and the effectiveness of a separation agreement, including a general release of claims in our favor, (i) he will be entitled to receive base salary continuation for twelve (12) months following termination, (ii) subject to Mr. Griffith’s copayment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, we will cover the monthly employer contribution that we would have paid to provide health insurance to Mr. Griffith had he remained employed with us until the earliest of (A) twelve (12) months following termination, (B) Mr. Griffith’s eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of Mr. Griffith’s COBRA health continuation period, (iii) he will be entitled to receive a prorated portion of the annual bonus earned for the year in which the date of termination occurs, or the Griffith Current Year Bonus, and (iv) if the date of termination occurs after the last day of the year to which a bonus applies but before we pay such bonus, and Mr. Griffith has otherwise earned such bonus, we will pay him such bonus in a lump sum when we determine and pay bonuses to senior executives for the applicable year, or the Griffith Prior Year Bonus.
In lieu of the payments and benefits described in the preceding paragraph, in the event that Mr. Griffith’s employment is terminated by us without cause or Mr. Griffith resigns for good reason, in either case within
36
twelve (12) months following a “change in control” (as defined in the Griffith Employment Agreement), subject to his execution and the effectiveness of a separation agreement, including a general release of claims in our favor, (i) he will be entitled to receive a lump sum in cash equal to one times the sum of (A) Mr. Griffith’s then-current annual base salary (or Mr. Griffith’s annual base salary in effect immediately prior to the change in control, if higher) plus (B) Mr. Griffith’s then-current annual target cash bonus (or Mr. Griffith’s annual target cash bonus in effect immediately prior to the change in control, if higher), (ii) subject to Mr. Griffith’s copayment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, we will cover the monthly employer contribution that we would have paid to provide health insurance to Mr. Griffith had he remained employed with us until the earliest of (A) twelve (12) months following termination, (B) Mr. Griffith’s eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of Mr. Griffith’s COBRA health continuation period, (iii) he will be entitled to receive the Griffith Current Year Bonus, (iv) he will be entitled to receive the Griffith Prior Year Bonus, and (v) he will be entitled to accelerated vesting of 100% of all stock options and other stock-based awards held by him that are subject solely to time-based vesting.
Mark S. Levine
Under the employment agreement with Mr. Levine, or the Levine Employment Agreement, Mr. Levine serves as our Chief Legal and Administrative Officer on an at-will basis. Mr. Levine’s base salary is $390,000 as of February 1, 2026, which is subject to periodic review. He is eligible to earn an annual bonus with a target amount equal to 50% of his base salary. Mr. Levine is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.
Pursuant to the Levine Employment Agreement, in the event that Mr. Levine’s employment is terminated by us without “cause” or Mr. Levine resigns for “good reason” (as each term is defined in the Levine Employment Agreement), subject to his execution and the effectiveness of a separation agreement, including a general release of claims in our favor, (i) he will be entitled to receive base salary continuation for twelve (12) months following termination, (ii) subject to Mr. Levine’s copayment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, we will cover the monthly employer contribution that we would have paid to provide health insurance to Mr. Levine had he remained employed with us until the earliest of (A) twelve (12) months following termination, (B) Mr. Levine’s eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of Mr. Levine’s COBRA health continuation period, (iii) he will be entitled to receive a prorated portion of the annual bonus earned for the year in which the date of termination occurs, or the Levine Current Year Bonus, and (iv) if the date of termination occurs after the last day of the year to which a bonus applies but before we pay such bonus, and Mr. Levine has otherwise earned such bonus, we will pay him such bonus in a lump sum when we determine and pay bonuses to senior executives for the applicable year, or the Levine Prior Year Bonus.
In lieu of the payments and benefits described in the preceding paragraph, in the event that Mr. Levine’s employment is terminated by us without cause or Mr. Levine resigns for good reason, in either case within twelve (12) months following a “change in control” (as defined in the Levine Employment Agreement), subject to his execution and the effectiveness of a separation agreement, including a general release of claims in our favor, (i) he will be entitled to receive a lump sum in cash equal to one times the sum of (A) Mr. Levine’s then-current annual base salary (or Mr. Levine’s annual base salary in effect immediately prior to the change in control, if higher) plus (B) Mr. Levine’s then-current annual target cash bonus (or Mr. Levine’s annual target cash bonus in effect immediately prior to the change in control, if higher), (ii) subject to Mr. Levine’s copayment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, we will cover the monthly employer contribution that we would have paid to provide health insurance to Mr. Levine had he remained employed with us until the earliest of (A) twelve (12) months following termination, (B) Mr. Levine’s eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of Mr. Levine’s COBRA health continuation period, (iii) he will be entitled to receive the Levine Current Year Bonus, (iv) he will be entitled to receive the Levine Prior Year Bonus, and (v) he will be entitled to accelerated vesting of 100% of all stock options and other stock-based awards held by him that are subject solely to time-based vesting.
37
Clawback Provisions
All compensation and awards under the employment agreements with each of the named executive officers are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) the Company’s current Compensation Recovery Policy and any future clawback, forfeiture or other similar policy adopted by the board of directors, and (ii) the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, or other applicable laws.
Parachute Payments Under Section 280G of the Code
The payments and benefits provided to the named executive officers in connection with a change in control may not be eligible for a federal income tax deduction for the Company pursuant to Section 280G of the U.S. Internal Revenue Code of 1986, as amended, or the Code, and may subject the named executive officers to an excise tax under Section 4999 of the Code. Under the employment agreements with the named executive officers, if the payments or benefits payable to a named executive officer in connection with a change in control would be subject to the excise tax on golden parachutes imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to such named executive officer.
Restrictive Covenants Agreements
Each of our named executive officers is also a party to an agreement containing confidential information, invention assignment, nonsolicitation and noncompetition protections.
Additional Narrative Disclosure
401(k) Savings Plan
We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. We have the ability to make discretionary contributions under the 401(k) plan and we provide all eligible employees with a matching contribution up to 3% of eligible pay, subject to an annual maximum of $3,500.
Health and Welfare Benefits
All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, and life and AD&D insurance.
Perquisites and Other Personal Benefits
We may provide limited perquisites to our named executive officers when our compensation committee determines that such perquisites are necessary or advisable to fairly compensate or incentivize our employees. In 2025, we did not provide our named executive officers with any perquisites that were not provided to all employees generally.
Indemnification of Officers and Directors
We have agreed to indemnify our directors and executive officers in certain circumstances. See “Certain Relationships and Related Party Transactions — Limitation of Liability and Indemnification of Officers and Directors.”
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Compensation Risk Assessment
Our compensation committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors and reviewed these items with its independent consultant, Meridian. In addition, our compensation committee asked Meridian to conduct an independent risk assessment of our executive compensation program. Based on these reviews and discussions, the compensation committee does not believe our compensation program creates risks that are reasonably likely to have a material adverse effect on our business.
Clawback Policy
In 2023, we adopted an executive Compensation Recovery Policy as required pursuant to the listing standards of Nasdaq, Section 10D of the Exchange Act and Rule 10D-1 under the Exchange Act, and the Dodd-Frank Act. Our Compensation Recovery Policy generally provides that, in the event that we are required to prepare an accounting restatement, we must recover reasonably promptly (subject to limited exceptions set forth in the Compensation Recovery Policy and permitted under the Dodd-Frank Act), excess incentive compensation received by covered officers where that compensation was based on erroneously reported financial information.
Policies and Practices on the Timing of Awards of Stock Options in Relation to the Disclosure of Material Nonpublic Information
The Company has adopted an equity award grant policy which governs the process and timing to follow when it grants equity awards to an officer or employee of the Company or any of its subsidiaries. In accordance with this equity award grant policy, the Company generally makes awards on pre-determined dates. Annual equity awards to eligible employees, including our executives, are typically made on the first business day in March, and awards made in connection with the hiring of new employees or the promotion or retention of existing employees, are typically made on the first business day of March, June, September or December following the date of approval or hire or promotion, as applicable. While equity awards to non-employee directors are not subject to the equity award grant policy, annual awards to non-employee directors are typically made on the date of the Company’s annual shareholder meeting, and equity awards to newly-appointed non-employee directors are typically made on the date of appointment to the board of directors.
On March 3, 2025, the Company granted stock options to the named executive officers (other than Mr. Levine, who was not employed by us at the time) in accordance with our equity award grant policy, which was within one (1) business day of the Company filing two Current Reports on Form 8-K to report earnings and financial results for the fourth quarter and fiscal year ended December 31, 2024, and also to
39
report the disposition of the Company’s desktop portfolio to Repligen. The following table sets forth certain information with respect to such grants.
| Name | | | Grant Date | | | Number of Securities Underlying the Award | | | Exercise Price of the Award ($/share) | | | Grant Date Fair Value of the Award ($) | | | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information(1) | | |||||||||||||||
| | | | | | 3/3/2025 | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | | 3/3/2025 | | | | | | | | | | | | | | | | | | | | | | | ||||
The price of the Company’s common stock as reported on the Nasdaq Global Market on March 3, 2025, the trading day ending immediately prior to the disclosure of material nonpublic information, was $1.98. The price of the Company’s common stock as reported on the Nasdaq Global Market on March 5, 2025, the trading day beginning immediately following the disclosure of material nonpublic information, was $3.37.
40
PAY VERSUS PERFORMANCE
We are required by SEC rules to disclose the following information regarding compensation paid to our Principal Executive Officer (the “PEO”) and our other named executive officers (collectively, the “Non-PEO NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner prescribed by the SEC rules and do not necessarily align with how we or the compensation committee view the link between our performance and pay of our named executive officers. The footnotes below set forth the adjustments from the total compensation for each of our NEOs reported in the Summary Compensation Table above. As permitted under the rules applicable to smaller reporting companies for the first year of this Pay Versus Performance disclosure, we are including two years of data and are not including a peer group total shareholder return or company-selected measure, as contemplated under Item 402(v) of Regulation S-K.
| Year | | | Summary Compensation Table Total for PEO(1)(2) | | | Compensation Actually Paid to PEO(1)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) | | | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | | | Value of Initial Fixed $100 Investment Based On TSR(3) | | | Net Income (Loss)(4) | | ||||||||||||||||||
| 2025 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||
| 2024 | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | ||||
(1)
| |
2024
|
| |
2025
|
|
| |
Joseph H. Griffith IV
|
| |
Joseph H. Griffith IV
|
|
| |
Christopher Brown, Ph.D.
|
| |
Mark S. Levine
|
|
(2)
The table below provides the details regarding the manner in which compensation actually paid (“CAP”) was determined based on the summary compensation table total (“SCT Total”) amounts shown for the PEO and the Non-PEO NEOs.
| | | | 2024 | | | 2025 | | ||||||||||||||||||
| | | | PEO | | | Average Non-PEO NEOs | | | PEO | | | Average Non-CEO PEOs | | ||||||||||||
| SCT Total | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| Subtract: Reported SCT Stock Awards Value | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| Subtract: Reported SCT Option Awards Value | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| Add: fiscal year end fair value of outstanding and unvested awards granted during the fiscal year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| Add: change in fair value of outstanding and unvested awards at fiscal year end from prior fiscal year end | | | | $ | ( | | | | | ($ | | | | | $ | | | | | $ | | | |||
| Add: change in fair value of awards that vested during the fiscal year from the prior fiscal year end | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | ||
| Compensation Actually Paid | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
(3)
Pursuant to SEC rules, the total stockholder return (“TSR”) figures assume an initial investment of $100 in our stock on December 31, 2023.
(4)
The dollar amounts reported represent the amount of net income (loss) attributable to common stockholders reflected in the Company’s audited financial statement for the applicable year.
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The graphs below depict the relationship between the PEO’s CAP and the Non-PEO NEOs’ average CAP during 2024 and 2025 compared to the Company’s TSR and Net Income (Loss).
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
42
NON-EMPLOYEE DIRECTOR COMPENSATION
Director Compensation
The table below presents the total compensation for each person who served as a non-employee director during fiscal year ended December 31, 2025.
Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2025. We reimburse members of our board of directors for reasonable travel expenses. Directors who also serve as employees receive no additional compensation for their service as directors. During fiscal year 2025, Dr. Knopp, our President and Chief Executive Officer, was a member of our board of directors, as well as an employee, and received no additional compensation for his services as a director. See the section titled “Executive Compensation” for more information about Dr. Knopp’s compensation for fiscal year 2025.
|
Name
|
| |
Fees Earned or
Paid In Cash ($)(1) |
| |
Stock
Awards ($)(2)(3)(4) |
| |
Option
Awards ($)(5)(6)(7) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||
|
Christopher Brown, Ph.D.(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Keith L. Crandell
|
| | | | 67,500 | | | | | | 101,257 | | | | | | 33,753 | | | | | | | | | | | | 202,510 | | |
|
Marcia Eisenberg, Ph.D.(9)
|
| | | | 22,917 | | | | | | — | | | | | | — | | | | | | | | | | | | 22,917 | | |
|
Fenel M. Eloi
|
| | | | 65,417 | | | | | | 101,257 | | | | | | 33,753 | | | | | | | | | | | | 200,427 | | |
|
Jeffrey P. George(10)
|
| | | | 35,000 | | | | | | 101,257 | | | | | | 33,753 | | | | | | | | | | | | 170,010 | | |
|
E. Kevin Hrusovsky
|
| | | | 87,500 | | | | | | 101,257 | | | | | | 33,753 | | | | | | | | | | | | 222,510 | | |
|
Tony J. Hunt
|
| | | | 48,333 | | | | | | 101,257 | | | | | | 33,753 | | | | | | | | | | | | 183,343 | | |
|
Michele M. Leonhart
|
| | | | 40,000 | | | | | | 101,257 | | | | | | 33,753 | | | | | | | | | | | | 175,010 | | |
|
Mark Spoto
|
| | | | 65,000 | | | | | | 101,257 | | | | | | 33,753 | | | | | | | | | | | | 200,010 | | |
|
Brandi C. Vann, Ph.D.(11)
|
| | | | 16,667 | | | | | | 100,004 | | | | | | 99,959 | | | | | | | | | | | | 216,630 | | |
(1)
Amounts represent cash compensation earned during fiscal 2025 for services rendered by each member of the board of directors in accordance with the Non-Employee Director Compensation Policy.
(2)
Amounts shown reflect the grant date fair value of restricted stock units, or RSUs, granted during fiscal 2025. The grant date fair value was computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 15 to the financial statements in our 2025 Annual Report on Form 10-K filed with the SEC on March 9, 2026 regarding assumptions we made in determining the fair value of RSUs. Each RSU represents a contingent right to receive one share of our common stock, when vested, and the amounts reported above do not represent the ultimate value that may be realized by each director upon settlement of the RSUs or the subsequent sale of such shares.
(3)
During fiscal 2025, the following RSUs were granted to non-employee directors: 14,083 RSUs to each of Ms. Leonhart and Messrs. Crandell, Eloi, Hrusovsky, Hunt and Spoto on June 12, 2025, and 15,577 RSUs to Dr. Vann on August 1, 2025, each in accordance with the Non-Employee Director Compensation Policy.
(4)
As of December 31, 2025, non-employee directors held the following outstanding RSUs: (i) Mr. Crandell held 14,083 RSUs; (ii) Mr. Eloi held 14,083 RSUs; (iii) Mr. Hrusovsky held 14,083 RSUs; (iv) Mr. Hunt held 14,083 RSUs; (v) Ms. Leonhart held 27,054 RSUs; (vi) Mr. Spoto held 14,083 RSUs and (vii) Dr. Vann held 15,577 RSUs.
(5)
Amounts shown reflect the grant date fair value of option awards granted during fiscal 2025. The grant date fair value was computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 15 to the financial statements in our 2025 Annual Report on Form 10-K filed with the SEC on March 9, 2026 regarding assumptions we made in determining the fair value of option awards. Each
43
option represents a contingent right to purchase shares of our common stock, when vested, and the amounts reported above do not represent the ultimate value that may be realized by each director upon exercise of the option or the subsequent sale of such shares.
(6)
During fiscal 2025, the following options were granted to non-employee directors: an option to purchase 6,516 shares to each of Ms. Leonhart and Messrs. Crandell, Eloi, Hrusovsky, Hunt and Spoto on June 12, 2025, and an option to purchase 20,409 shares to Dr. Vann on August 1, 2025, each in accordance with the Non-Employee Director Compensation Policy.
(7)
As of December 31, 2025, non-employee directors held the following outstanding options: (i) Mr. Crandell held options to purchase 59,423 shares; (ii) Dr. Eisenberg held options to purchase 39,553 shares; (iii) Mr. Eloi held options to purchase 47,575 shares; (iv) Mr. George held options to purchase 47,575 shares; (v) Mr. Hrusovsky held options to purchase 217,098 shares; (vi) Mr. Hunt held options to purchase 52,920 shares; (vii) Ms. Leonhard held options to purchase 33,326 shares; (viii) Mr. Spoto held options to purchase 59,423 shares and (ix) Dr. Vann held options to purchase 20,409 shares.
(8)
Dr. Brown was an employee of the Company until March 2025 and became a member of our board of directors on June 13, 2025. In connection with his appointment to our board of directors, Dr. Brown was eligible to receive prorated annual cash compensation, an initial, one-time equity award, and an annual equity award in accordance with the Company’s Non-Employee Director Compensation Policy. However, Dr. Brown waived his right to receive this compensation pursuant to such policy with respect to fiscal year ended December 31, 2025. Dr. Brown also entered into a consulting agreement with the Company (the “Brown Consulting Agreement”) to provide advisory services following his termination of employment. Please see “Consulting Agreement with Dr. Brown” below for more details.
(9)
Dr. Eisenberg resigned from the board of directors effective as of June 12, 2025.
(10)
Mr. George resigned from the board of directors effective as of July 31, 2025.
(11)
Dr. Vann was appointed to the board of directors on August 1, 2025.
Consulting Agreement with Dr. Brown
The Company and Dr. Brown entered into a Consulting Agreement with an effective date of March 17, 2025 (the “Brown Consulting Agreement”), pursuant to which Dr. Brown provides to the Company research and development and business advice, due diligence support, and institutional knowledge and program continuity, among other scientific, technical, and business-related services. Dr. Brown is not entitled to cash consideration under the Brown Consulting Agreement, but Dr. Brown’s equity in the Company continues to vest throughout the term of the Brown Consulting Agreement pursuant to its terms based on his continued service relationship with the Company. The term of the Brown Consulting Agreement is through March 17, 2027 (the “Initial Termination Date”). In addition, the Brown Consulting Agreement provides that all outstanding equity awards granted to Dr. Brown under either the 2020 Plan or the 2012 Plan will accelerate and vest in full, subject to Dr. Brown’s continued service relationship with the Company, on the earlier of (i) the Initial Termination Date, or (ii) the termination of the Brown Consulting Agreement without Cause (as defined in the Brown Consulting Agreement) within the twelve (12) months following a Change of Control (as defined in the Brown Consulting Agreement). Dr. Brown and the Company may mutually agree to extend the term of the Brown Consulting Agreement beyond the Initial Termination Date. Either the Company or Dr. Brown has the right to terminate the Brown Consulting Agreement upon ninety (90) days’ prior written notice to the non-terminating party.
Non-Employee Director Compensation Policy
Our board of directors adopted a formal Non-Employee Director Compensation Policy, which was last amended in February 2026. The policy is designed to ensure that the compensation of non-employee directors aligns the directors’ interests with the long-term interests of the stockholders, that the structure of the compensation is simple, transparent and easy for stockholders to understand and that our directors are fairly compensated. This policy is also intended to provide a total compensation package that enables us to attract and retain, on a long-term basis, high-caliber individuals to serve as directors. Employee directors do not receive additional compensation for their services as directors.
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Under the policy, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chair of the board, and the chair of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors.
The fees paid to non-employee directors during fiscal 2025 for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:
| | | |
Member
Annual Retainer ($) |
| |
Chair
Annual Retainer ($) |
| ||||||
|
Board of Directors
|
| | | | 40,000 | | | | | | 40,000* | | |
|
Audit Committee
|
| | | | 10,000 | | | | | | 20,000 | | |
|
Compensation Committee
|
| | | | 10,000 | | | | | | 20,000 | | |
|
Nominating and Corporate Governance Committee
|
| | | | 7,500 | | | | | | 15,000 | | |
*
The annual fee for service as Chair of the board of directors is in addition to the annual fee for service on the board of directors, while the other chair fees are in lieu of the member fee.
Under the Non-Employee Director Compensation Policy in effect during fiscal 2025, upon initial election or appointment to the board of directors, new non-employee directors received an initial, one-time equity award representing $200,000 of value on the grant date, with fifty percent (50%) of the value allocated to RSUs and fifty percent (50%) of the value allocated to a non-qualified stock option award, or NQSO. The number of RSUs issued was calculated by dividing $100,000 by the closing market price on the Nasdaq Global Market of a share of the Company’s common stock on the effective date of grant, and rounding up to the next whole number of shares. The number of shares subject to each NQSO granted was calculated by dividing $100,000 by the fair value calculated under FASB ASC Topic 718 (i.e., Black-Scholes Value) of an option to purchase a share of the Company’s common stock on the effective date of grant, and rounding up to the next whole number of shares. The NQSOs subject to the initial award expire ten (10) years from the date of grant and the exercise price per share of such NQSOs is the closing market price on the Nasdaq Global Market of a share of the Company’s common stock on the effective date of grant. The RSUs vest annually over three (3) years from the director commencement date, with pro rata vesting upon termination of service for any reason, and the NQSOs vest monthly over three (3) years from the director commencement date.
Under the Non-Employee Director Compensation Policy in effect during fiscal 2025, on or about the date of each annual meeting of stockholders, each continuing non-employee director, other than a director who joined the board of directors and received an initial award within ninety (90) days of such annual meeting, was to receive an annual equity award representing $135,000 of value on the grant date, with fifty percent (50%) of the value allocated to RSUs, and fifty percent (50%) of the value allocated to NQSOs. However, for fiscal 2025, the board of directors determined it was in the best interests of the Company to provide that seventy-five percent (75%) of the $135,000 grant date value would be allocated as RSUs, and twenty-five percent (25%) would be allocated as NQSOs. Therefore, for fiscal 2025, the number of RSUs issued was calculated by dividing $101,250 by the closing market price on the Nasdaq Global Market of a share of the Company’s common stock on the effective date of grant and rounding up to the next whole number of shares. The number of shares subject to each NQSO granted was calculated by dividing $33,750 by the fair value calculated under FASB ASC Topic 718 (i.e., Black-Scholes Value) of an option to purchase a share of the Company’s common stock on the effective date of grant, and rounding up to the next whole number of shares. The NQSOs subject to the annual award expire ten (10) years from the date of grant and the exercise price per share of such NQSOs is the closing market price on the Nasdaq Global Market of a share of the Company’s common stock on the effective date of grant. The RSUs vest in full at the one (1) year anniversary of the annual meeting, or the day prior to the next annual meeting, whichever is first to occur, with pro rata vesting upon termination of service for any reason, and the NQSOs vest monthly over one (1) year from the date of the annual meeting.
After consultation with Meridian and benchmarking against peers, the Non-Employee Director Compensation Policy was amended in February 2026 and, effective as of February 26, 2026, the fee to be paid to a non-employee director for service as Chair of the board of directors was increased to $50,000, and the aggregate value of the annual equity award was increased to $150,000.
45
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth information as of December 31, 2025 regarding shares of common stock that may be issued under our equity compensation plans, consisting of our 2012 Plan, 2020 Plan, and 2020 Employee Stock Purchase Plan, or 2020 ESPP.
|
Plan Category
|
| |
Number of Securities
to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) |
| |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights ($)(3) |
| |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) (#)(4)(5) |
| |||||||||
|
Equity compensation plans approved by security
holders(1) |
| | | | 6,195,905(2) | | | | | | 6.67 | | | | | | 804,417 | | |
|
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
|
Total
|
| | | | 56,195,905 | | | | | | 6.67 | | | | | | 804,417 | | |
(1)
Consists of our 2012 Plan, 2020 Plan, and 2020 ESPP. Following our initial public offering, no new awards may be made under the 2012 Plan. Any shares underlying awards under the 2012 Plan that expire or are terminated, surrendered, or canceled without the delivery of shares are added back to the shares available for future awards under the 2020 Plan.
(2)
Includes 2,724,047 shares of common stock issuable upon the exercise of outstanding options, 3,352,022 shares of common stock issuable upon the vesting of RSUs, and 119,836 shares of common stock issuable upon the vesting of PSUs.
(3)
Represents the weighted-average exercise price of options outstanding under our 2012 Plan and 2020 Plan. The weighted-average exercise price does not take into account RSUs and PSUs since such awards have no exercise price.
(4)
As of December 31, 2025, there were 298,079 shares available for grant under the 2020 Plan and 506,338 shares available for grants under the 2020 ESPP. The amount reported does not include an additional 1,452,875 shares of common stock added to the number of shares reserved for issuance under the 2020 Plan effective January 1, 2026 by operation of the 2020 Plan’s “evergreen” provision described in footnote 5 below, and no additional shares of common stock added to the number of shares reserved for issuance under the 2020 ESPP effective January 1, 2026 by operation of the 2020 ESPP’s “evergreen” provision described in footnote 5 below.
(5)
The 2020 Plan provides that the number of shares reserved and available for issuance under the 2020 Plan will automatically increase on each January 1 by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2020 Plan. The 2020 ESPP provides that the number of shares reserved and available for issuance will automatically increase on each January 1 through January 1, 2030 by the least of (i) 307,295 shares of our common stock, (ii) 1% of the outstanding number of shares of common stock on the immediately preceding December 31, or (iii) such lesser number of shares of common stock as determined by the administrator of the 2020 ESPP. The share numbers above do not include the increase that occurred on January 1, 2026.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
RELATED STOCKHOLDER MATTERS
The following table sets forth information, to the extent known by us or ascertainable from public filings, with respect to the beneficial ownership of our common stock as of March 31, 2026 by:
•
each person, or group of affiliated persons, who is known by us to beneficially own greater than 5.0% of our common stock;
•
each of our directors;
•
each of our named executive officers; and
•
all of our directors and executive officers as a group.
The column entitled “Shares Beneficially Owned” is based on a total of 37,413,853 shares of our common stock outstanding as of March 31, 2026.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within sixty (60) days of March 31, 2026, and shares of common stock issuable upon the settlement of RSUs that will vest within sixty (60) days of March 31, 2026, are considered outstanding and beneficially owned by the person holding the options or RSUs for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.
| | | |
Shares Beneficially Owned
|
| |||||||||
|
Name and address of beneficial owner(1)
|
| |
Number
|
| |
Percentage
|
| ||||||
| > 5% Stockholders: | | | | | | | | | | | | | |
|
ARCH Venture Fund VII, L.P.(2)
|
| | | | 5,725,045 | | | | | | 15.3% | | |
|
ARK Investment Management LLC(3)
|
| | | | 1,953,772 | | | | | | 5.2% | | |
|
AWM Investment Company, Inc.(4)
|
| | | | 5,199,924 | | | | | | 13.9% | | |
|
First Light Asset Management LLC(5)
|
| | | | 5,964,739 | | | | | | 15.9% | | |
| Directors and Named Executive Officers | | | | | | | | | | | | | |
|
E. Kevin Hrusovsky(6)
|
| | | | 697,537 | | | | | | 1.9% | | |
|
Keith L. Crandell(7)
|
| | | | 5,809,216 | | | | | | 15.5% | | |
|
Christopher Brown, Ph.D.(8)
|
| | | | 1,271,244 | | | | | | 3.4% | | |
|
Fenel M. Eloi(9)
|
| | | | 73,846 | | | | | | * | | |
|
Brandi C. Vann, Ph.D.(10)
|
| | | | 5,102 | | | | | | * | | |
|
Tony J. Hunt(11)
|
| | | | 82,462 | | | | | | * | | |
|
Michele M. Leonhart(12)
|
| | | | 29,587 | | | | | | * | | |
|
Mark Spoto(13)
|
| | | | 137,742 | | | | | | * | | |
|
Kevin J. Knopp, Ph.D.(14)
|
| | | | 1,624,878 | | | | | | 4.3% | | |
|
Joseph H. Griffith IV(15)
|
| | | | 356,562 | | | | | | * | | |
|
Mark S. Levine
|
| | | | 0 | | | | | | * | | |
|
Directors and Executive Officers as a group (11 persons)(16)
|
| | | | 10,542,199 | | | | | | 28.2% | | |
*
Represents beneficial ownership of less than one percent.
(1)
Except as otherwise indicated below, addresses of named beneficial owners are in care of 908 Devices Inc., 44 3rd Avenue, Burlington, Massachusetts 01803.
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(2)
The information is based solely on a Schedule 13G/A filed with the SEC on November 14, 2024. Consists of 5,725,045 shares of common stock owned directly by ARCH Venture Fund VII, L.P. (“ARCH Fund VII”). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. (“ARCH VII LP”), which may be deemed to be the beneficial owner of the securities held by ARCH Fund VII. The sole general partner of ARCH VII LP is ARCH Venture Partners VII, LLC (“ARCH VII LLC”), which may be deemed to be the beneficial owner of the securities held by ARCH Fund VII. Keith L. Crandell, one of our directors, is a managing director of ARCH VII LLC, and may be deemed to beneficially own the securities held by ARCH Fund VII. Mr. Crandell disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. The address of ARCH Fund VII is 8755 West Higgins Road, Suite 1025, Chicago, IL 60631.
(3)
The information is based solely on a Schedule 13G/A filed with the SEC on November 4, 2025. ARK Investment Management LLC’s business address is 200 Central Avenue, St. Petersburg, FL 33701. ARK Investment Management LLC has sole voting power with respect to 1,953,772 shares and sole dispositive power with respect to 1,953,772 shares.
(4)
The information is based solely on the Form 3 filed with the SEC on March 14, 2025 and the Schedule 13G filed with the SEC on April 7, 2025. AWM Investment Company, Inc.’s business address is 527 Madison Avenue, Suite 2600, New York, NY 10022. AWM Investment Company, Inc., a Delaware Corporation, or AWM, is the investment adviser to Special Situations Fund III QP, L.P., or SSFQP, Special Situations Cayman Fund, L.P., or CAY, Special Situations Private Equity Fund, L.P., or SSPE, Special Situations Technology Fund, L.P., or TECH, and Special Situations Technology Fund II, L.P., or TECH II, and together with SSFQP, CAY, SSPE and TECH, the Funds. As the investment adviser to the Funds, AWM holds sole voting and investment power over 2,235,354 shares held by SSFQP, 649,110 shares held by CAY, 300,000 shares held by SSPE, 338,137 shares held by TECH and 1,677,323 shares held by TECH II. David M. Greenhouse, or Greenhouse, and Adam C. Stettner, or Stettner, are the controlling principals of AWM. AWM disclaims beneficial ownership of the shares, except to the extent of its pecuniary interest therein.
(5)
The information is based solely on a Schedule 13G/A filed with the SEC on February 17, 2026. First Light Asset Management, LLC’s business address is 3300 Edinborough Way, Suite 201, Edina, MN 55435. First Light Asset Management, LLC may be deemed to be the beneficial owner of 5,964,739 shares. First Light Asset Management, LLC acts as an investment adviser to certain persons holding separately managed accounts with First Light Asset Management, LLC, each of whom has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, those shares. First Light Asset Management, LLC may also be deemed to be the beneficial owner of these shares because it acts as an investment adviser to certain private funds. Matthew P. Arens may also be deemed to be the beneficial owner of these shares because he controls First Light Asset Management, LLC in his position as managing member and majority owner of First Light Asset Management, LLC. In addition to shares beneficially owned by First Light Asset Management, LLC, Mathew P. Arens also directly holds 70,000 shares in an individual capacity with sole voting and dispositive power and 150,000 shares held in joint accounts over which he shares control. Mathew P. Arens holds shared voting and dispositive power with respect to 6,114,739 shares.
(6)
Consists of 151,307 shares of common stock and 216,555 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2026, held directly by Mr. Hrusovsky, and 329,675 shares of common stock owned directly by the E. Kevin Hrusovsky 2012 Irrevocable Trust. Mr. Hrusovsky’s spouse and children are trustees of the E. Kevin Hrusovsky 2012 Irrevocable Trust and have joint voting and dispositive control with respect to all securities held by the E. Kevin Hrusovsky 2012 Irrevocable Trust, and Mr. Hrusovsky may be deemed to be the beneficial owner of the securities held by such trust.
(7)
Consists of 5,725,045 shares of common stock owned directly by ARCH Fund VII, as set forth in footnote 2 and 25,291 shares of common stock and 58,880 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2026, held directly by Mr. Crandell. Mr. Crandell disclaims beneficial ownership of the shares owned directly by ARCH Fund VII, except to the extent of his pecuniary interest therein. The address of ARCH Fund VII is 8755 West Higgins Road, Suite 1025, Chicago, IL 60631.
48
(8)
Consists of 985,559 shares of common stock and 285,685 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2026, held directly by Dr. Brown.
(9)
Consists of 26,814 shares of common stock and 47,032 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2026, held directly by Mr. Eloi.
(10)
Consists of 5,102 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2026, held directly by Dr. Vann.
(11)
Consists of 30,085 shares of common stock and 52,377 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2026, held directly by Mr. Hunt.
(12)
Consists of 6,485 shares of common stock and 23,102 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2026, held directly by Ms. Leonhart.
(13)
Consists of 3,599 shares of common stock owned directly by Razor’s Edge Ventures, LLC and 75,263 shares of common stock and 58,880 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2026, held directly by Mr. Spoto. Mr. Spoto, one of our directors, is a managing partner of Razor’s Edge Ventures, LLC. Mr. Spoto disclaims beneficial ownership of the securities held by Razor’s Edge Ventures, LLC except to the extent of his pecuniary interest therein. The address of Razor’s Edge Ventures, LLC is 1875 Explorer Street, Suite 560, Reston, VA 20190.
(14)
Consists of 715,968 shares of common stock and 287,687 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2026, held directly by Dr. Knopp; 80,000 shares of common stock held jointly by Dr. Knopp and his spouse; and 541,223 shares of common stock owned directly by The Kevin J. Knopp Irrevocable Trust of 2018. Dr. Knopp’s brother-in-law (John Udelson) is the trustee of The Kevin J. Knopp Irrevocable Trust of 2018 and has sole voting and dispositive control with respect to all securities held by The Kevin J. Knopp Irrevocable Trust of 2018, and Dr. Knopp may be deemed to be the beneficial owner of the securities held by such trust.
(15)
Consists of 139,896 shares of common stock and 216,666 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2026, held directly by Mr. Griffith.
(16)
See footnotes 7 through 16. Also includes the following: 57,784 shares of common stock and 225,687 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2026, held directly by Mr. Kenneweg, and 44,925 shares of common stock and 125,627 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2026, held directly by Dr. McCallion.
49
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain Relationships and Transactions
Other than the compensation agreements and other arrangements described under “Executive Compensation” and “Director Compensation” in this Proxy Statement and the items described below, since January 1, 2024, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, the lesser of $120,000 or 1% of the average of the Company’s total assets at year end for the last two completed fiscal years and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.
Registration Rights Agreement
We are party to a Fourth Amended and Restated Registration Rights Agreement dated April 12, 2019, that provides, among other things, that certain holders of our capital stock, including ARCH Venture Fund VII, L.P., which holds more than 5% of our outstanding capital stock, as well as several of our directors and executive officers, are entitled to certain registration rights with respect to the resale of shares of the common stock beneficially owned by such stockholders prior to our initial public offering (but not shares purchased directly in the initial public offering), subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in an underwritten offering and our right to delay or withdraw a registration statement under certain circumstances. Pursuant to the registration rights agreement, we agreed to pay all registration expenses (other than underwriting discounts and commissions and subject to certain limitations set forth therein) of the holders of the shares registered pursuant to the registrations described below.
The registration rights agreement provides such stockholders with demand, “piggy-back” and shelf registration rights, subject to certain minimum threshold requirements and other customary conditions. If at any time we propose to register the offer and sale of shares of our common stock under the Securities Act (other than in a registration on Form S-4, Form S-8 or any successor form, or a registration of securities solely relating to an offering and sale to our employees, directors or consultants pursuant to any employee equity plan or other employee benefit plan arrangement, or a registration of non-convertible debt securities) then we must notify the holders of the registration rights of such proposal to allow them to include a specified number of their shares of our common stock in such registration, subject to certain marketing and other limitations.
Limitation of Liability and Indemnification of Officers and Directors
Our certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors are not personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:
•
any breach of their duty of loyalty to our Company or our stockholders;
•
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
•
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law, or DGCL; or
•
any transaction from which they derived an improper personal benefit.
Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.
50
In addition, our by-laws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity. Our by-laws also provide that we must advance expenses incurred by or on behalf of a director, and may advance expenses incurred by or on behalf of officers, in advance of the final disposition of any action or proceeding, subject to limited exceptions.
Further, we have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.
The limitation of liability and indemnification provisions that are included in our charter and bylaws and in indemnification agreements that we have entered into with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions.
At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, partner, trustee, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.
We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.
Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors.
Related Person Transaction Policy
We have a written related person transaction policy providing that transactions with our directors, officers and holders of 5% or more of our voting securities and their affiliates, each a related person, must be approved by our audit committee. Pursuant to this policy, the audit committee has the primary responsibility for reviewing and approving or disapproving “related person transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members.
As appropriate for the circumstances, the audit committee will review and consider:
•
the related person’s interest in the related person transaction;
•
the approximate dollar amount involved in the related person transaction;
51
•
the approximate dollar amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;
•
whether the transaction was undertaken in the ordinary course of our business;
•
whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;
•
the purpose of, and the potential benefits to us of, the related-party transaction; and
•
any other information regarding the related-party transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.
52
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors, executive officers, and persons holding more than 10% of our common stock to report their initial ownership of the common stock and other equity securities and any changes in that ownership in reports that must be filed with the SEC. The SEC has designated specific deadlines for these reports, and we must identify in this proxy statement those persons who did not file these reports when due.
Based solely on a review of reports furnished to us, or written representations from reporting persons, we believe all directors, executive officers, and 10% owners timely filed all reports regarding transactions in our securities required to be filed for 2025 by Section 16(a) under the Exchange Act, except for (i) a Form 4 filed on August 18, 2025 reporting the acquisition of restricted stock units and stock options by Dr. Vann on August 1, 2025, (ii) a Form 3 filed on August 18, 2025 reporting Dr. Vann’s initial ownership of beneficial ownership of securities, and (iii) a Form 4 filed on February 3, 2026 reporting the acquisition of shares of our common stock by Mr. Spoto’s spouse via inheritance on October 14, 2025 and the subsequent disposition and acquisition of such shares by Mr. Spoto on December 30, 2025. Both Form 4s and the Form 3 were filed late due to inadvertent administrative oversight.
HOUSEHOLDING
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our documents, including the Proxy Statement and 2025 Annual Report, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written request to 908 Devices Inc., 44 3rd Avenue, Burlington, Massachusetts 01803, Attention: Corporate Secretary, or by email to secretary@908devices.com, or by telephone at (857) 254-1500. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.
STOCKHOLDER PROPOSALS
Requirements for Stockholder Proposals to be Brought Before the Annual Meeting.
Our by-laws provide that, for nominations of persons for election to our board of directors or other proposals to be considered at an annual meeting of stockholders, a stockholder must give written notice, received by our Corporate Secretary at our principal executive offices not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that in the event the annual meeting is first convened more than thirty (30) days before or more than sixty (60) days after such anniversary date, or if no annual meeting were held in the preceding year, notice by the stockholder to be timely must be received by the Corporate Secretary not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made.
The advance notice requirements under our by-laws for the 2027 Annual Meeting of Stockholders are as follows: a stockholder’s notice shall be timely delivered to our Corporate Secretary at our principal executive offices not earlier than the close of business on February 11, 2027 and not later than 5:00 p.m. Eastern Time on March 13, 2027. However, if the date of our 2026 Annual Meeting of Stockholders occurs more than thirty (30) days before or sixty (60) days after June 11, 2027, the anniversary of the 2026 Annual Meeting, a stockholder notice will be timely if it is received by our Corporate Secretary at our principal executive offices not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made.
In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19 under the Exchange Act.
53
Requirements for Stockholder Proposals to be Considered for Inclusion in Our Proxy Materials.
In addition to the requirements stated above, any stockholder who wishes to submit a proposal intended to be included in the proxy statement for the next annual meeting of our stockholders in 2027 must comply with Rule 14a-8 under the Exchange Act. For such proposals to be included in our proxy materials relating to our 2027 annual meeting of stockholders, all applicable requirements of Rule 14a-8 must be satisfied, and we must receive such proposals no later than January 29, 2027. If the date of our annual meeting is moved by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If the date of our annual meeting is moved, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC.
ADDITIONAL FILINGS
We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website https://ir.908devices.com/ and click on “SEC Filings” under “Financials.” Copies of our Annual Report on Form 10-K for the year ended December 31, 2025, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders by contacting 908 Devices by mail at 44 3rd Avenue, Burlington, Massachusetts 01803, Attention: Corporate Secretary, by email to secretary@908devices.com or by telephone at (857) 254-1500.
OTHER MATTERS
Our board of directors does not know of any other matters to be brought before the Annual Meeting. If any other matters not mentioned in this Proxy Statement are properly brought before the meeting, the individuals named in the enclosed proxy intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters.
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Using a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas. Your vote matters – here’s how to vote!You may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/MASS or scan the QR code — login details are located in the shaded bar below.PhoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada. Outside USA, US territories & Canada, call 1-781-575-2300 on a touch tone phone. Standard rates will apply.Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/MASS 2026 Annual Meeting Proxy CardIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.AProposals — The Board of Directors recommend a vote FOR all the nominees listed, FOR Proposals 2 and 3, and 1 YEAR for Proposal 4. 1.To elect three Class III directors to hold office until the 2029 annual meeting of stockholders. For WithholdFor WithholdFor Withhold01 - Keith L. Crandell02 - Christopher Brown, Ph.D.03 - E. Kevin Hrusovsky2. To ratify the appointment of PricewaterhouseCoopers LLP as ourForAgainst Abstain3. To approve, on a non-binding advisory basis, the compensationForAgainst Abstainindependent registered public accounting firm for the fiscal yearof the Company’s named executive officers.ending December 31, 2026.1 YR2 YRS 3 YRS Abstain4. To hold an advisory vote on the frequency of holding5. To transact any other business that properly comes before the Annual Meeting and at anyfuture non-binding advisory votes on the compensationadjournments and postponements thereof.of our named executive officers.BAuthorized Signatures — This section must be completed for your vote to count. Please date and sign below.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.1 U P X049KKB
The 2026 Annual Meeting of Stockholders of 908 Devices Inc. will be held onJune 11, 2026 at 10:00 a.m. ET, virtually via the internet at meetnow.global/MC2YHGH.To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.Important notice regarding the Internet availability of proxy materials for the 2026 Annual Meeting of Stockholders. The material is available at: www.envisionreports.com/MASSSmall steps make an impact.Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/MASSIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.908 Devices Inc.Notice of 2026 Annual Meeting of StockholdersProxy Solicited by Board of Directors for Annual Meeting — June 11, 2026Kevin J. Knopp, Ph.D., Joseph H. Griffith IV and Mark S. Levine, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of 908 Devices Inc. to be held on June 11, 2026 or at any postponement or adjournment thereof.Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors, FOR items 2 and 3, and 1 YEAR for Proposal 4.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.(Items to be voted appear on reverse side) C Non-Voting ItemsChange of Address — Please print new address below. Meeting AttendanceMark box to the right if you plan to attend the Annual Meeting.