DEF 14A of LENSAR, Inc., Mar 25, 2024

DEF 14A of LENSAR, Inc.

Filed Mar 25, 2024 · FY20230000950170-24-035579

Open on EDGAR

  1. TABLE OF CONTENTS

    | Director Independence | 15 | | Board Committees | 15 | | Audit Committee | 16 | | Compensation Committee | 17 | | Compensation Consultants | 17 | | Nominating and Corporate Governance Committee | 18 | | Board and Board Committee Meetings and Attendance | 18 | | Executive Sessions | 18 | | Director Attendance at Annual Meeting of Stockholders | 18 | | Director Nominations Process | 18 | | Board Role in Risk Oversight | 20 | | Committee Charters and Corporate Governance Guidelines | 20 | | Code of Business Conduct and Ethics | 20 | | Anti-Hedging Policy | 21 | | Policy Relating to Recovery of Erroneously Awarded Compensation (Clawback Policy) | 21 | | Communications with the Board | 21 | | Board Diversity Matrix | 21 | | EXECUTIVE AND DIRECTOR COMPENSATION | 22 | | Summary Compensation Table | 22 | | Narrative Disclosure to Compensation Tables | 22 | | Annual Base Salary | 22 | | Bonus Compensation | 23 | | Equity-Based Incentive Awards | 23 | | Employment Letters with our Named Executive Officers | 23 | | Nicholas T. Curtis Employment Letter | 23 | | Alan B. Connaughton Employment Letter | 24 | | Thomas R. Staab, II Employment Letter | 24 | | Defined Terms Under Employment Letters | 25 | | Outstanding Equity Awards at Fiscal Year-End | 25 | | Other Elements of Compensation | 26 | | Perquisites, Health, Welfare and Retirement Benefits | 26 | | 401(k) Plan | 26 | | Nonqualified Deferred Compensation | 26 | | Termination or Change in Control Benefits | 26 | | Director Compensation | 27 | | Director Compensation Table | 28 | | Equity Compensation Plan Information | 29 | | STOCK OWNERSHIP | 30 | | Security Ownership of Certain Beneficial Owners and Management | 30 | | Delinquent Section 16(a) Reports | 32 | | CERTAIN TRANSACTIONS WITH RELATED PERSONS | 34 | | Policies and Procedures on Transactions with Related Persons | 34 | | North Run Investment | 34 | | Indemnification Agreements | 34 | | STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 35 | | HOUSEHOLDING | 35 | | 2023 ANNUAL REPORT | 36 |

  2. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS

  3. Board Size and Structure

    Board Size and Structure Our amended and restated certificate of incorporation, as currently in effect (“Certificate of Incorporation”) provides that the number of directors shall be established from time to time by our Board of Directors. Our Board of Directors has fixed the number of directors at eight, and we currently have eight directors serving on the Board. Our Certificate of Incorporation provides that the Board be divided into three classes, designated as Class I, Class II and Class III. Each class of directors must stand for re-election no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board, provided that the term of each director will continue until the election and qualification of his or her successor and is subject to his or her earlier death, resignation or removal. Generally, vacancies or newly created directorships on the Board will be filled only by vote of a majority of the directors then in office although less than a quorum, or by a sole remaining director. A director appointed by the Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation, retirement, disqualification or removal.

  4. Current Directors and Terms

    Current Directors and Terms Our current directors and their respective classes and terms are set forth below.

  5. Current Directors and Terms

    | Class I Directors – Current Term Ending at 2024 Annual Meeting | Class II Directors - Current Term Ending at 2025 Annual Meeting | Class III Directors – Current Term Ending at 2026 Annual Meeting | | Elizabeth G. O’Farrell Gary M. Winer | Nicholas T. Curtis Todd B. Hammer Aimee S. Weisner | Thomas B. Ellis Richard L. Lindstrom, MD William J. Link, PhD |

  6. Nominees for Director

    Nominees for Director Ms. O’Farrell and Mr. Winer have been nominated by the Board to stand for election. As the directors assigned to Class I, Ms. O’Farrell and Mr. Winer’s current terms of service will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Ms. O’Farrell and Mr. Winer will each serve for a term expiring at our annual meeting of stockholders to be held in 2027 (the “2027 Annual Meeting”) and the election and qualification of his or her successor or until his or her earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board of Directors should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that any of the nominees will be unable to serve.

  7. Information About Board Nominees and Continuing Directors

    Information About Board Nominees and Continuing Directors The following pages contain certain biographical information as of March 25, 2024 for each nominee for director and each director whose term as a director will continue after the Annual Meeting, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees, as applicable; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.

  8. Nominees for Election to Three-Year Terms Expiring No Later than the 2027 Annual Meeting

    Nominees for Election to Three-Year Terms Expiring No Later than the 2027 Annual Meeting

  9. Nominees for Election to Three-Year Terms Expiring No Later than the 2027 Annual Meeting

    | Class I Directors | Age | Director Since | Current Position with LENSAR | | Elizabeth G. O'Farrell | 59 | 2021 | Director | | Gary M. Winer | 64 | 2018 | Director |

  10. Nominees for Election to Three-Year Terms Expiring No Later than the 2027 Annual Meeting

    Elizabeth G. O’Farrell has served as a member of our Board of Directors since February 2021. Ms. O’Farrell previously served 24 years with Eli Lilly and Company, or Eli Lilly, a pharmaceutical company, most recently as chief procurement officer and head of global shared services from January 2012 to December 2017, until her retirement. At Eli Lilly, she advanced through various executive management positions, including senior vice president, policy and finance; senior vice president, finance; chief financial officer, Lilly USA; chief financial officer, Lilly Canada; and general auditor. Before joining Eli Lilly, Ms. O’Farrell was an accountant with Boise Cascade Office Products and auditor at Whipple & Company and Price Waterhouse, LLP. Currently, she serves on the board of directors of Genmab A/S (Nasdaq: GMAB), since March 2022, Geron Corporation (Nasdaq: GERN), since March 2019, and PDL BioPharma, Inc., since June 2018 and also serves as the chairperson of the PDL BioPharma, Inc. Board. Additionally, Ms. O’Farrell previously served on the board of directors for Inhibikase Therapeutics, Inc. (Nasdaq: IKT) from April 2019 to September 2022. Ms. O’Farrell also served as a board member of the YMCA of Greater Indianapolis from 2006 until 2017, including as its chairperson from 2014 to 2016. Ms. O’Farrell holds a B.S. in accounting with honors and an M.B.A. in management information systems, both from Indiana University. We believe Ms. O’Farrell is qualified to serve as a member of our Board of Directors because of her extensive experience as a senior executive of a major pharmaceutical company with global operations and significant financial experience. In addition to these skills and qualifications, the Board also considered Ms. O’Farrell’s gender in connection with her appointment and the Board’s objectives of assembling the best qualified group to serve on the Board. Gary M. Winer has served as a member of our Board of Directors since April 2018. Since January 2015, Mr. Winer has served as a consultant for DRC Health Care Advisors, an organization that serves companies in the biopharma, medical device and diagnostic health sectors. From April 2019 until the acquisition of the company in September 2021, Mr. Winer served as the president and chief executive officer of ORGENTEC Diagnostika GmbH, a specialty manufacturer of autoimmune and infectious disease diagnostic tests. After AbbVie, Inc., or AbbVie, separated from Abbott Laboratories, or Abbott, in January 2013, Mr. Winer served as AbbVie Japan’s chief executive officer until March 2014. Prior to the AbbVie spin off, Mr. Winer served as corporate vice president and president of Abbott Japan, and prior to that held positions as divisional vice president for Abbott’s U.S. Commercial Operations, and as divisional vice president for Abbott’s Latin America and Canada business unit. For over 25 years, Mr. Winer has been proving his leadership abilities in the healthcare and biopharmaceutical industry on an international platform that includes such notable markets in the United States, Europe, Latin America, Asia, and Japan. Mr. Winer currently serves on the board of directors for HCW Biologics (Nasdaq: HCWB) and two private companies, Bionode and SmartHealth Catalyzer. Mr. Winer holds a B.S. in Finance from California State University and an M.B.A. from Northwestern University’s Kellogg Graduate School. We believe Mr. Winer is qualified to serve as a member of our Board of Directors due to his experience leading and managing biotechnology companies, as well as his healthcare industry knowledge and his experience serving on the board of directors of other companies.

  11. Class II Directors Whose Terms Expire at the 2025 Annual Meeting of Stockholders

    Class II Directors Whose Terms Expire at the 2025 Annual Meeting of Stockholders

  12. Class II Directors Whose Terms Expire at the 2025 Annual Meeting of Stockholders

    | Class II Directors | Age | Director Since | Current Position at LENSAR | | Nicholas T. Curtis | 68 | 2012 | Chief Executive Officer and Director | | Todd B. Hammer | 56 | 2023 | Director | | Aimee S. Weisner | 55 | 2021 | Director |

  13. Class II Directors Whose Terms Expire at the 2025 Annual Meeting of Stockholders

    Nicholas T. Curtis has served as our Chief Executive Officer and as a member of our Board of Directors since February 2012. Prior to becoming Chief Executive Officer, Mr. Curtis served as our chief commercial officer from August 2010 until February 2012. Before joining us, Mr. Curtis was the vice president of sales and chief commercial officer of WaveTec Vision Systems, Inc., a privately held ophthalmic medical device company. Mr. Curtis served as a senior vice president of sales and marketing at STAAR Surgical Company, a publicly held company specializing in the manufacturing and marketing of ophthalmic surgery devices, from August 2002 until August 2008. Mr. Curtis has a B.S. from Northwestern University. We believe Mr. Curtis is qualified to serve as a member of our Board of Directors due to his extensive experience in the ophthalmology industry and long history with our company. Todd B. Hammer has served on our Board of Directors since May 2023. Mr. Hammer has served as Co-Managing Member at North Run Capital, LP (“North Run”), a public security investment firm, since December 2002. Prior to co-founding North Run in 2002, Mr. Hammer was a Principal at Greenbriar Equity Group, LLC, a private equity firm, a Vice President at EnTrust Capital, LLC, a hedge fund and asset management firm, an Analyst at Baker Nye Greenblatt, LLC, an event-driven hedge fund, and an Associate in the Investment Banking Division at Goldman, Sachs & Co. Mr. Hammer graduated from the University of Pennsylvania with dual degrees – a B.S. from the Wharton School and a B.A. from the College of Arts and Sciences. He also earned a J.D. from Harvard Law School. We believe Mr. Hammer is qualified to serve as a member of our Board of Directors due to his background in finance and his extensive experience investing in and working with companies. Aimee S. Weisner has served on our Board of Directors since February 2021. Ms. Weisner is also a current member of the Board of Directors for Glaukos Corporation (NYSE: GKOS), an ophthalmic medical technology and pharmaceutical company, where she has served as a Director since July 2014; and the Board of Directors of STAAR Surgical Company (Nasdaq: STAA), a leading developer, manufacturer and marketer of implantable lenses for the eye, where she has served as a director since June 2022. Ms. Weisner previously served on the Board of Directors for Oyster Point Pharma, Inc. (Nasdaq: OYST), a biopharmaceutical company focused on therapies to treat ocular surface diseases, from October 2019 until its acquisition in January 2023. Ms. Weisner was corporate vice president, general counsel of Edwards Lifesciences Corporation from January 2011 until her retirement in July 2019. From May 2009 to December 2010, she was engaged in private practice and served as legal advisor to public pharmaceutical and medical device companies located in Southern California. Prior to this, from June 2002 to May 2009, Ms. Weisner served in a number of positions at Advanced Medical Optics, Inc. (acquired by Abbott Laboratories), including executive vice president, administration and secretary. From January 1998 to June 2002, Ms. Weisner served in a number of positions at Allergan, Inc., including vice president, assistant general counsel and assistant secretary. Ms. Weisner holds a B.A. from California State University, Fullerton, and a J.D. from Loyola Law School, Los Angeles, and began her legal career as an associate at the law firm of O’Melveny & Myers LLP. We believe Ms. Weisner is qualified to serve on our Board of Directors because of her extensive in-house legal and compliance experience with different medical device companies, including an in-depth understanding of regulatory and reimbursement issues, intellectual property, corporate governance, risk management, corporate transactions, human resources, and internal audit. In addition to these qualifications and relevant experience, the Board also considered Ms. Weisner’s gender in connection with her nomination and the Board’s objectives of assembling the best qualified group to serve on the Board.

  14. Class III Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders

    Class III Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders

  15. Class III Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders

    | Class III Directors | Age | Director Since | Current Position at LENSAR | | Thomas B. Ellis | 54 | 2023 | Director | | Richard L. Lindstrom, MD | 76 | 2018 | Director | | William J. Link, PhD | 77 | 2017 | Chairperson |

  16. Class III Directors Whose Terms Expire at the 2026 Annual Meeting of Stockholders

    Thomas B. Ellis has served as a member of our Board of Directors since May 2023. Mr. Ellis has served as a Co-Managing Member at North Run, a public security investment firm, since December 2002. Prior to co-founding North Run in 2002, Mr. Ellis, was a Principal at Berkshire Partners, LLC, a private equity firm, an Analyst at MHR Fund Management, a hedge fund and distressed debt fund, and an Associate in the Investment Banking Division of Goldman, Sachs & Co. Mr. Ellis received an A.B. degree from Princeton University and a J.D. degree from Harvard Law School. We believe Mr. Ellis is qualified to serve as a member of our Board of Directors due to his background in finance and his extensive experience investing in and working with companies. William J. Link, PhD, has served as a member and chairperson of our Board of Directors since November 2017. Dr. Link is the co-founder of two healthcare investment firms: in 2016 Dr. Link co-founded and is Managing Partner of Flying L Partners, and Dr. Link is a co-founder and a Managing Director of Versant Ventures Management LLC, or Versant Ventures, which was founded in 1999. Dr. Link has also been a general partner at Brentwood Venture Capital, a venture capital firm and private equity company, since March 1998. Previously, Dr. Link served as founder, chairman, and chief executive officer of Chiron Vision Corporation, an ophthalmic medical device company which was sold to Bausch & Lomb, Inc. in 1997. Before his time with Chiron Vision Corporation, Dr. Link founded and served as president of American Medical Optics, or AMO, a division of American Hospital Supply Corporation, which was sold to Allergan in 1986. Later, he served on the board of directors of AMO’s successor company, Advanced Medical Optics, which was acquired by Abbott in 2009. Before entering the healthcare industry, Dr. Link was an assistant professor in the Department of Surgery at the Indiana University School of Medicine. Dr. Link also serves on the board of directors of several private companies and two public companies, Tarsus Pharmaceuticals, Inc. (Nasdaq: TARS), since 2017, and RxSight, Inc. (Nasdaq: RXST), since 2016. Dr. Link previously served on the board of directors of Second Sight Medical Products (Nasdaq: EYES) from 2003 until May 2020, Edwards Lifesciences Corp. (NYSE: EW) from May 2009 until May 2021, Glaukos Corporation (NYSE: GKOS) from June 2001 to December 2021, and Oyster Point Pharma, Inc. (Nasdaq: OYST) from July 2015 until March 2022. Dr. Link received a B.S., an M.S. and a Ph.D. in mechanical engineering from Purdue University. We believe Dr. Link is qualified to serve as chairperson of our Board of Directors due to his extensive experience as a founder of multiple healthcare-related companies, his medical background, and his experience serving on the board of directors of other companies. Richard L. Lindstrom, MD, has served as a member of our Board of Directors since February 2018. Dr. Lindstrom was the founder and holds an attending surgeon emeritus position at Minnesota Eye Consultants P.A., a private medical practice specializing in ophthalmology, since 1989. Since 1995, Dr. Lindstrom has served as chief executive officer and the chairman of the board of directors of Lindstrom Restoration, a privately held company specializing in restoration and contaminant mitigation. Since 2018, Dr. Lindstrom has served as Chairman of the board and a member of the Medical Advisory Board at Surface Ophthalmics, Inc., an ophthalmology pharmaceutical development company. Dr. Lindstrom has served as a member of the board of directors of Ocular Therapeutix, Inc. (Nasdaq: OCUL) since 2012 and served as a member of the board of directors of Harrow Health, Inc.(Nasdaq: HROW) from 2015 to 2023. Dr. Lindstrom served as associate director of the Minnesota Lions Eye Bank from 1987 to 2017 and as a trustee of the University of Minnesota Foundation for four terms. He is a medical advisor for several medical device and pharmaceutical manufacturers and serves on the boards of directors of several other privately-held life science companies. Dr. Lindstrom previously served as President of the International Society of Refractive Surgery, the International Intraocular Implant Society, the International Refractive Surgery Club and the American Society of Cataract and Refractive Surgery. From 1980 to 1989, he served as a professor of ophthalmology at the University of Minnesota, where he is currently Senior Lecturer and University of Minnesota Foundation Trustee. Dr. Lindstrom holds a B.A. in Pre-Medical Studies, a B.S. in Medicine and an M.D. from the University of Minnesota. We believe that Dr. Lindstrom is qualified to serve as a member of our Board of Directors because of his practical experience and background in ophthalmology and extensive experience serving on the board of directors of other life science companies.

  17. Compensation Consultants

    Compensation Consultants The compensation committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the compensation committee has engaged the services of Arnosti Consulting, Inc. as its independent outside compensation consultant. As requested by the compensation committee, in 2023, Arnosti Consulting, Inc.’s services to the compensation committee included, assisting us in developing our peer group composition, analyzing benchmarking data with respect to our executives’ overall individual compensation and providing information regarding current trends and developments in executive compensation, equity-based awards, severance agreements and best practices in the use of long term incentives to encourage employee retention based on our peer group. All executive compensation services provided by Arnosti Consulting, Inc. during 2023 were conducted under the direction or authority of the compensation committee, and all work performed by Arnosti Consulting, Inc. was approved by the compensation committee. Neither Arnosti Consulting, Inc. nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. The compensation committee evaluated whether any work provided by Arnosti Consulting, Inc. raised any conflict of interest for services performed during 2023 and determined that it did not. Additionally, during 2023, Arnosti Consulting, Inc. did not provide any services to us other than regarding executive, employee and director compensation and broad-based plans that do not discriminate in scope, terms, or operation, in favor of our executive officers or directors, and that are available generally to all salaried employees.

  18. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In 2023, our “named executive officers” were Nicholas T. Curtis, our Chief Executive Officer; Alan B. Connaughton, our Chief Operating Officer; and Thomas R. Staab, II, our Chief Financial Officer.

  19. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation that was awarded to, earned by or paid to our named executive officer for services rendered during the years ended December 31, 2023 and 2022.

  20. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Stock awards ($)(1) | Option awards ($)(2) | Non-equity Incentive Plan Compensation ($)(3) | All other compensation ($)(4) | Total ($) | | Nicholas T. Curtis | 2023 | 541,100 | 58,793 | 133,723 | 418,695 | 14,500 | 1,166,811 | | Chief Executive Officer | 2022 | 517,669 | 181,200 | 397,772 | 350,055 | 13,500 | 1,460,196 | | Alan B. Connaughton | 2023 | 405,832 | 41,155 | 93,606 | 230,285 | 14,500 | 785,378 | | Chief Operating Officer | 2022 | 388,300 | 90,600 | 198,886 | 192,555 | 13,500 | 883,841 | | Thomas R. Staab, II | 2023 | 383,362 | 17,638 | 40,116 | 197,760 | 31,425 | 670,301 | | Chief Financial Officer | 2022 | 366,738 | 90,600 | 198,886 | 165,330 | 26,519 | 848,073 |

  21. Summary Compensation Table

    (1) Represents the grant date fair value of stock awards granted during 2022 and 2023 computed in accordance with FASB ASC 718. See Note 14, Stock-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 4, 2024, for a description of the assumptions used in valuing these awards. For 2022 and 2023, this column reflects the grant date fair value of restricted stock units (“RSUs”) granted to our named executive officers by us in January 2022 and 2023, respectively. (2) Represents the grant date fair value of stock options granted computed in accordance with FASB ASC 718. See Note 14, Stock-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 4, 2024, for a description of the assumptions used in valuing these awards. For 2022 and 2023, this column reflects the grant date fair value of the stock option awards granted to our named executive officers by us in January 2022 and January 2023, respectively. (3) Represents amounts earned in the year shown and paid early in the following year under our annual performance bonus plan, as described below. (4) For 2023, includes a 401(k) matching contribution of $13,200 made by us on behalf of each named executive officer, a company contribution of $1,300 to Messrs. Curtis and Connaughton’s health savings accounts and $12,903 in commuting expense reimbursements and $5,322 in related tax “gross up” payments related to such commuting expense reimbursements for Mr. Staab. For 2022, includes a 401(k) matching contribution made by us on behalf of the named executive officer ($12,200 for Messrs. Curtis and Connaughton and $10,035 for Mr. Staab), a company contribution of $1,300 to Messrs. Curtis and Connaughton’s health savings accounts and $11,630 in commuting expense reimbursements and $4,854 in related tax “gross up” payments related to such commuting expense reimbursements for Mr. Staab.

  22. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding equity awards granted to our named executive officers that remained outstanding as of December 31, 2023. Each equity award was granted under our 2020 Plan.

  23. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | Stock Options | | | | | | Grant Date | Number of Units of Stock That Have Not Vested (#)(1) | Market Value of Units of Stock That Have Not Vested ($)(2) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(3) | Option Exercise Price ($)(4) | Option Expiration Date (#)(5) | | Nicholas T. Curtis | April 12, 2021 | — | — | 65,596 | 32,798 | 6.91 | April 12, 2031 | | | January 11, 2022 | 22,500 | 78,975 | — | — | — | — | | | January 11, 2022 | — | — | 50,312 | 54,688 | 6.04 | January 11, 2032 | | | January 11, 2023 | 22,186 | 77,873 | — | — | — | — | | | January 11, 2023 | — | — | — | 77,651 | 2.65 | January 11, 2033 | | Alan B. | April 12, 2021 | — | — | 32,798 | 16,399 | 6.91 | April 12, 2031 | | Connaughton | January 11, 2022 | 11,250 | 39,488 | — | — | — | — | | | January 11, 2022 | — | — | 25,156 | 27,344 | 6.04 | January 11, 2032 | | | January 11, 2023 | 15,530 | 54,510 | — | — | — | — | | | January 11, 2023 | — | — | — | 54,356 | 2.65 | January 11, 2033 | | Thomas R. Staab, II | April 12, 2021 | — | — | 32,798 | 16,399 | 6.91 | April 12, 2031 | | | January 11, 2022 | 11,250 | 39,488 | — | — | — | — | | | January 11, 2022 | — | — | 25,156 | 27,344 | 6.04 | January 11, 2032 | | | January 11, 2023 | 6,656 | 23,363 | — | — | — | — | | | January 11, 2023 | — | — | — | 23,295 | 2.65 | January 11, 2033 |

  24. Outstanding Equity Awards at Fiscal Year-End

    With respect to the awards granted in 2022, represents RSUs which will vest in annual installments over a four-year period, with vesting of the remaining RSUs shown in the table above occurring on January 11, 2023, 2024, 2025 and 2026, subject to continued employment or service through the vesting date. With respect to the awards granted in 2023, represents RSUs which will vest in annual installments over a four-year period, with vesting of the remaining RSUs shown in the table above occurring on January 11, 2024, 2025, 2026 and 2027, subject to continued employment or service through the vesting date. In addition, the RSUs will accelerate and become fully vested in the event of a change in control of the Company and are subject to accelerated vesting as set forth in the applicable executive’s employment agreement. The market value per share was calculated using the closing price per share of our common stock on December 29, 2023 ($3.51) , the last trading day of 2023. (3) Options vest as to 25% of the total amount of the award on the one-year anniversary of the grant date and in thirty-six substantially equal monthly installments thereafter, subject to the named executive officer’s continued employment or service through each such vesting date. In addition, the options will accelerate and become fully vested and exercisable in the event of a change in control of the Company and are subject to accelerated vesting as set forth in the applicable executive’s employment agreement. (4) The exercise price per share for all options is equal to the fair market value of our common stock on the date of grant, as determined under our 2020 Incentive Award Plan. (5) Options have a term of ten years from the date of grant.

  25. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We have not historically maintained nonqualified defined contribution plans or other nonqualified deferred compensation plans.

  26. Termination or Change in Control Benefits

    Termination or Change in Control Benefits Our executive officers may become entitled to certain benefits or enhanced benefits in connection with a qualifying termination or a change in control of our company. Each of our executive officers’ employment agreements entitles them to certain payments and benefits upon certain qualifying terminations (including in connection with a change in control of our company). For additional discussion, please see “Employment Agreements with our Named Executive Officers.” Additionally, the stock option and restricted stock unit awards granted to our named executive officers will accelerate and vest in full upon a change in control of the Company.

  27. Director Compensation

    Director Compensation We provide compensation to our non-employee directors in the form of cash and stock-based compensation. We have reimbursed, and will continue to reimburse, our non-employee directors for their actual out-of-pocket costs and expenses incurred in connection with attending board meetings. Pursuant to our non-employee director compensation program, our non-employee directors receive annual retainer fees and/or long-term equity awards. Under the non-employee director compensation program, each non-employee director receives an annual retainer of $50,000, with the chairperson receiving an annual retainer of $75,000. Non-employee directors serving as the chairs of the audit, compensation and nominating and corporate governance committees receive additional annual retainers of $15,000, $10,000 and $9,000, respectively. Non-employee directors serving as members of the audit, compensation and nominating and corporate governance committees receive additional annual retainers of $7,500, $5,000 and $4,500, respectively. Non-employee directors who are newly elected or appointed to our Board of Directors will receive initial stock option awards having a value of $200,000, calculated based on the Black-Scholes value on the grant date, vesting over three years with one-third of such options vesting on the first anniversary of the date of such election or appointment to the Board of Directors and the remainder vesting in equal monthly installments over the remaining two years thereafter. Our non-employee directors are also eligible for annual equity awards. On the date of each annual meeting of our stockholders, including the 2023 annual meeting of our stockholders, each non-employee director received an annual stock option award having a value of $70,000, calculated based on the Black-Scholes value on the grant date, which vests in equal monthly installments over 12 months following the grant date and an annual RSU award having a value of $30,000, calculated based on the closing price per share for our common stock on the grant date, which vests on the first anniversary of the grant date. All equity awards granted to our non-employee directors will vest upon a change in control of our company or upon a director’s death or disability. Compensation under our non-employee director compensation policy is subject to the annual limits on non-employee director compensation set forth in the 2020 Plan. Our Board of Directors or its authorized committee may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth in the 2020 Plan. As provided in the 2020 Plan, our Board of Directors or its authorized committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Board of Directors or its authorized committee may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving non-employee directors. The following table summarizes compensation received by our non-employee directors during the year ended December 31, 2023. Nicholas T. Curtis is not included in the following table as he served as an executive officer during 2023 and does not receive compensation for his board service. Mr. Curtis’s compensation is included in the Summary Compensation Table in the “Executive and Director Compensation” section above.

  28. Director Compensation Table

    Director Compensation Table

  29. Director Compensation Table

    | | Fees Earned or Paid in Cash | Stock Awards(1) | Stock Options(2) | Total | | Name | ($) | ($) | ($) | ($) | | Thomas B. Ellis(3) | 17,774 | 30,000 | 269,667 | 317,441 | | Todd B. Hammer(3) | 17,774 | 30,000 | 269,667 | 317,441 | | Richard L. Lindstrom, M.D. | 72,000 | 30,000 | 69,913 | 171,913 | | William J. Link, Ph.D. | 92,000 | 30,000 | 69,913 | 191,913 | | John P. McLaughlin(4) | 54,212 | 30,000 | 69,913 | 154,125 | | Elizabeth G. O'Farrell | 65,000 | 30,000 | 69,913 | 164,913 | | Aimee S. Weisner | 55,000 | 30,000 | 69,913 | 154,913 | | Gary M. Winer | 71,500 | 30,000 | 69,913 | 171,413 |

  30. Director Compensation Table

    Represents the grant date fair value of RSUs granted during 2023 computed in accordance with FASB ASC 718. See Note 14, Stock-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 4, 2024, for a description of the assumptions used in valuing these awards. (2) Represents the grant date fair value of stock options granted during 2023 computed in accordance with FASB ASC 718. See Note 14, Stock-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 4, 2024, for a description of the assumptions used in valuing these awards. (3) Each of Messrs. Ellis and Hammer commenced service on our Board of Directors on May 25, 2023. (4) Mr. McLaughlin retired from our Board of Directors on October 31, 2023. The aggregate number of shares subject to RSUs and stock options outstanding at December 31, 2023 for the individuals who served as non-employee directors during 2023 was as follows:

  31. Director Compensation Table

    | | As of December 31, 2023 | | | Name | Number of Shares Restricted Stock Units Outstanding | Number of Shares Underlying Stock Options Outstanding | | Thomas B. Ellis | 9,288 | 127,962 | | Todd B. Hammer | 9,288 | 127,962 | | Richard L. Lindstrom, M.D. | 9,288 | 69,638 | | William J. Link, Ph.D. | 9,288 | 69,638 | | John P. McLaughlin (1) | — | 87,345 | | Elizabeth G. O'Farrell | 9,288 | 111,332 | | Aimee S. Weisner | 9,288 | 111,332 | | Gary M. Winer | 9,288 | 69,638 |

  32. Director Compensation Table

    The Compensation Committee accelerated vesting of Mr. McLaughlin’s 9,288 RSUs held at the date of his retirement. Mr. McLaughlin’s vested options expired three months after his last date of service.