Options
On January 3, 2025, as part of our annual equity grant program, Mr. Hastings and Dr. Mahmood were each granted an option to purchase shares of our common stock (565,500 shares for Mr. Hastings, 123,500 shares for Dr. Mahmood) at a price of $2.50 per share, which was the closing price of our common stock on the grant date. These options will vest in 48 equal monthly installments following the grant date, subject to the NEO’s continued service with the Company through each such vesting date. Following our reduction in force in March 2025, at a time when retention of employees was particularly critical, we implemented a one-time, company-wide retention program, granting stock options with consistent terms to all full-time employees of the Company (including the NEOs). These retention grants were structured as 100% stock options, with award sizes equal to 50% of each employee’s January 2025 annual equity grant, subject to limited exceptions for certain promoted employees, whose awards were adjusted to reflect their post-promotion roles. Accordingly, on June 5, 2025, Mr. Hastings and Dr. Mahmood were each granted an option to purchase shares of our common stock (377,000 shares for Mr. Hastings, 123,500 shares for Dr. Mahmood) at a price of $1.83 per share, which was the closing price of our common stock on the grant date. These options will vest as to 40% of the shares on June 5, 2026, and the remaining 60% on June 5, 2027, subject to the NEO’s continued service with the Company through each such vesting date. Upon commencement of employment, on June 23, 2025, Dr. Rose was granted an option to purchase 500,000 shares of our common stock at a price of $1.75 per share, which was the closing price of our common stock on the grant date. This option will vest 25% on June 23, 2026, and the remainder in 36 equal monthly installments thereafter, subject to Dr. Rose’s continued service with the Company through each such vesting date.
RSUs
On January 3, 2025, as part of our annual equity program, Mr. Hastings and Dr. Mahmood were granted 94,500 and 62,000 RSUs, respectively. These RSUs will vest in four equal annual installments from January 14, 2026 through January 14, 2029, subject to continued service with the Company through each such vesting date. Vested RSUs will be paid in an equal number of shares of our common stock.
Each of the equity awards granted to our NEOs in 2025 was granted under, and is subject to, the terms of the 2020 Performance Incentive Plan (the “2020 Plan”). The 2020 Plan is administered by the Compensation Committee, which has authority to interpret the plan provisions and make all required determinations under the plan. This authority includes, subject to the provisions of the 2020 Plan, selecting participants and determining the type(s) of award(s) that they are to receive, determining the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award, accelerating or extending the vesting or exercisability or extending the term of any or all outstanding awards, making certain adjustments to an outstanding award and authorizing the conversion, succession or substitution of an award, determining the manner in which the purchase price of an award or the Company’s common stock may be paid, making required proportionate adjustments to outstanding awards upon the occurrence of certain corporate events such as reorganizations, mergers and stock splits, and making provisions to ensure that any tax withholding obligations incurred in respect of awards are satisfied. Awards granted under the plan are generally only transferable to a beneficiary of a NEO upon his or her death or, in certain cases, to family members for tax or estate planning purposes.
