DEF 14A of Syndax Pharmaceuticals Inc, Apr 2, 2024

DEF 14A of Syndax Pharmaceuticals Inc

Filed Apr 2, 2024 · FY20230000950170-24-040099

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. EACH OF THESE DIRECTOR NOMINEES FOR CLASS II DIRECTOR

    EACH OF THESE DIRECTOR NOMINEES FOR CLASS II DIRECTOR

  3. Information About Our Board of Directors

    Information About Our Board of Directors Set forth below are the names, ages and length of service of the remaining members of our Board whose terms continue beyond the Annual Meeting.

  4. Information About Our Board of Directors

    | | | Term | | Director | | Continuing Directors | Age (1) | Expires | Position(s) Held | Since | | Keith A. Katkin | 52 | 2025 | Director | 2017 | | Briggs W. Morrison, M.D. | 65 | 2025 | Director | 2015 | | Dennis G. Podlesak | 66 | 2025 | Chairman of the Board, Director | 2008 | | Pierre Legault | 63 | 2026 | Director | 2017 | | Michael A. Metzger | 53 | 2026 | Chief Executive Officer, Director | 2019 |

  5. Information About Our Board of Directors

    _____ (1) Ages as of April 5, 2024. The principal occupation, business experience and education of each nominee for election as director and each continuing and retiring director are set forth below. Unless otherwise indicated, principal occupations shown for each director have extended for five or more years.

  6. Nominees for Election

    Nominees for Election Martin H. Huber, M.D. is a Class II director who has served as a member of our Board since September 2021. Dr. Huber currently serves as President and Chief Executive Officer of Mersana Therapeutics, Inc. Previously, he served as the President of R&D, and prior to that as Chief Medical Officer, of Xilio Therapeutics, Inc. from April 2020 to September 2023. Prior to joining Xilio in April 2020, Dr. Huber served as Senior Vice President, Chief Medical Officer at TESARO, Inc. from September 2015 until its January 2019 acquisition by GlaxoSmithKline plc, and once acquired, as Senior Vice President, Clinical, until April 2020. Prior to TESARO, Dr. Huber served as Vice President, Oncology Clinical Research at Merck Research Laboratories from 2012 to 2015. Prior to Merck, he served in roles of increasing responsibility at Schering-Plough, Hoffmann-La Roche and Rhone-Poulenc Rorer, where he led teams in the areas of oncology clinical development, drug safety and pharmacovigilance. He was previously an Assistant Professor of Oncology at the University of Texas M.D. Anderson Cancer Center. Dr. Huber currently serves on the board of directors of Mersana Therapeutics, Inc., which is a publicly traded company. Dr. Huber earned his M.D. from Baylor College of Medicine. We believe that Dr. Huber’s extensive experience and leadership, including in serving as head of research and development and as a chief medical officer in the biopharmaceutical industry, qualify him to serve as a member of our Board. Jennifer Jarrett is a Class II director who has served as a member of our Board since September 2018. Since October 2020, Ms. Jarrett has served as Chief Operating Officer of Arcus Biosciences, a biotechnology company. From February 2019 through September 2020, she served as Vice President of Corporate Development and Capital Markets of Uber Technologies, a technology company, and from June 2018 to January 2019 served as Arcus Biosciences’ Chief Operating Officer and Chief Financial Officer and as its Chief Business Officer and Chief Financial Officer from March 2017 to June 2018. From April 2016 to September 2016, Ms. Jarrett was the Chief Financial Officer of Medivation, a commercial biopharmaceutical company, which was acquired by Pfizer. Before Medivation, Ms. Jarrett spent 20 years in investment banking, most recently at Citigroup where she ran the firm’s west coast life sciences investment banking practice, and prior to that at Credit Suisse and Donaldson, Lufkin & Jenrette. Ms. Jarrett currently serves on the board of directors of Zura Bio, which is a publicly traded company, and previously served on the board of each of Arcus Biosciences, Arena Pharmaceuticals and Audentes Therapeutics. Ms. Jarrett received a B.A. in Economics from Dartmouth College and her M.B.A. from the Stanford Graduate School of Business. We believe that Ms. Jarrett’s extensive experience and leadership, including in investment banking and in serving as a chief financial officer and chief business officer in the biopharmaceutical industry, qualify her to serve as a member of our Board. William Meury is a Class II director who has served as a member of our Board since September 2018. Since January 2023, Mr. Meury has served as President and Chief Executive Officer of Karuna Therapeutics, a biopharmaceutical company. From May 2020 through December 2022, Mr. Meury served as a Partner at Hildred Capital Management, a private equity firm focusing on the healthcare industry. Prior to joining Hildred Capital Management, Mr. Meury served as the Chief Commercial Officer of Allergan, plc, a global pharmaceutical company from May 2016 through its acquisition by AbbVie plc. Mr. Meury previously served as Allergan’s President, Branded Pharma from March 2015 to May 2016 and joined Allergan in July 2014 as Executive Vice President, Commercial, North American Brands. He has significant experience in launching and commercializing healthcare products. Prior to joining Allergan, Mr. Meury served as Executive Vice President, Sales and Marketing at Forest Laboratories, Inc. He joined Forest in 1993 and held multiple roles of increasing responsibility in marketing, new products, business development, and sales. Before joining Forest, Mr. Meury worked in public accounting for Reznick Fedder & Silverman and in financial reporting for MCI Communications. Mr. Meury is currently on the board of directors Karuna Therapeutics, which is a publicly traded company, as well as on the boards of several private organizations. Mr. Meury earned his B.S. in Economics from the University of Maryland. We believe that Mr. Meury’s significant executive and commercial experience and leadership, including in launching healthcare products, as well as his background in finance, qualify him to serve as a member of our Board.

  7. Continuing Directors

    Continuing Directors Keith A. Katkin is a Class III director who has served as a member of our Board since March 2017. From September 2017 through March 2020, Mr. Katkin served as the Chief Executive Officer and a member of the board of directors of Urovant Sciences Ltd., a publicly traded biopharmaceutical company. From March 2007 through January 2016, he was President and Chief Executive Officer of Avanir Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, where he led the execution of the company’s sale to Otsuka Pharmaceutical Co., Ltd. in 2015. Mr. Katkin joined Avanir in July 2005 as the Senior Vice President of Sales and Marketing and a member of Avanir’s executive management team. While at Avanir, Mr. Katkin was responsible for creating and executing the plan that led to the approval of Nuedexta and the company’s growth to commercial success. Prior to joining Avanir, Mr. Katkin served as the Vice President, Commercial Development for Peninsula Pharmaceuticals, Inc., a privately held biopharmaceutical company, playing a key role in the concurrent initial public offering and ultimate sale of the company to Johnson and Johnson. Additionally, Mr. Katkin’s employment experience includes leadership roles at InterMune, Amgen and Abbott Laboratories. Mr. Katkin currently serves as a director at Eledon Pharmaceuticals, Inc. (Chairman), and Emergent BioSolutions, Inc., each of which is a publicly traded company, and as an adviser to the board of directors at Urovant. Mr. Katkin has an M.B.A. from the Anderson School at UCLA and earned a B.S. in Business and Accounting from Indiana University. Mr. Katkin is also a licensed Certified Public Accountant. We believe that Mr. Katkin’s executive experience and his membership on the board of directors of several biotechnology companies qualify him to serve as a member of our Board. Briggs W. Morrison, M.D. is a Class III director who has served as a member of our Board since July 2015. Dr. Morrison currently serves as Chief Executive Officer of Crossbow Therapeutics, as well as a managing director of MPM Capital, a healthcare-focused venture capital firm, since June 2015. He previously served as our President, Head of Research and Development from February 2022 to April 2023 and Chief Executive Officer from June 2015 to January 2022. Prior to joining us, he served as Executive Vice President, Global Medicines Development and Chief Medical Officer at AstraZeneca plc, a publicly traded company, from January 2012 to June 2015, leading the company’s global, late-stage development organization and serving as a member of the AstraZeneca senior executive team. He previously held a number of positions at Pfizer Inc., a publicly traded company, from 2007 to January 2012 that culminated in his appointment as Head, Medical Affairs, Safety and Regulatory Affairs for Pfizer’s human health business, and also served in roles of increasing responsibility at Merck Research Laboratories, a division of Merck & Co., Inc., from 1995 to 2007, ascending to the role of Vice President, Clinical Sciences, Oncology, responsible for clinical development of all novel anti-cancer drugs. Dr. Morrison is on the board of Arvinas, Inc, Carisma Therapeutics, Repare Therapeutics and Werewolf Therapeutics, each of which is a publicly traded company, as well as the boards of several private companies. Dr. Morrison received a B.S. in Biology from Georgetown University and an M.D. from the University of Connecticut. We believe that Dr. Morrison’s experience as an executive officer of other successful companies in the pharmaceutical industry gives him the qualifications, skills and financial expertise to serve as a member of our Board. Dennis G. Podlesak is a Class III director who has served as chairman of our Board since December 2008. Mr. Podlesak is the Chairman and Chief Executive Officer of Transposon Therapeutics, the Chief Executive Officer and Managing Partner of Canaan Partners’ Axceliux LLC, and is an Advisory Partner of Domain Associates, LLC which he joined in November 2007, both of which are life science-focused venture capital firms. Mr. Podlesak previously served as the Chairman of the board of Tobira Therapeutics, a publicly traded biopharmaceutical company that was acquired by Allergan plc. Mr. Podlesak also served on the board of Avanir Pharmaceuticals, a publicly traded biopharmaceutical company, through its acquisition by Otsuka Pharmaceuticals, and was a founding board member of Rightcare Solutions, which was acquired by Cardinal Health. Mr. Podlesak was also the founder and the Chief Executive Officer of Calixa Therapeutics, Inc., a privately held biopharmaceutical company that was acquired by Cubist Pharmaceuticals, and Mr. Podlesak was the Executive Chairman of Corthera, Inc., a privately held biopharmaceutical company which was acquired by Novartis AG. Earlier in his career, Mr. Podlesak served as the Founder and Chief Executive Officer of Cerexa, Inc., a privately held biotechnology company, which became a wholly owned subsidiary of Forest Laboratories, Inc. after being acquired by Forest. Prior to Cerexa, Mr. Podlesak served as the Chief Executive Officer of Peninsula Pharmaceuticals Inc., a privately held pharmaceutical company, and led the sale of Peninsula to Johnson & Johnson’s Ortho-McNeil Pharmaceutical subsidiary. Prior to joining Peninsula, Mr. Podlesak held various executive management positions at Novartis AG, a publicly traded healthcare company, Allergan, plc, a publicly traded healthcare company and Smith Kline Beecham (now GlaxoSmithKline plc, a publicly traded pharmaceutical company). Mr. Podlesak received a B.A. and an M.B.A. from Pepperdine University, and has completed postgraduate studies at the Wharton School, University of Pennsylvania. We believe that Mr. Podlesak’s experience in the venture capital industry, his experience as the Chief Executive Officer and Chairman of other successful companies in the biotechnology industry, his over 20 years of strategic, operational and commercial experience in the pharmaceutical industry, and his service as a director of other publicly traded and privately held life science companies give him the qualifications, skills and financial expertise to serve as a member of our Board. Pierre Legault is a Class I director who has served as a member of our Board since January 2017. Mr. Legault also serves on the board of Bicycle Therapeutics (Chairman), which is a publicly traded company, as well as the boards of several private companies. Previously, he served on the board of Poxel Pharmaceuticals, Urovant, Clementia Pharmaceuticals, Armo BioSciences, OSI Pharmaceuticals, Tobira Therapeutics, NPS Pharmaceuticals, Forest Laboratories, Cyclacel Pharmaceuticals, Eckerd Pharmacy, Regado Biosciences, NephroGenex and several others. Mr. Legault served as Chairman of NephroGenex from 2012 through 2013 and Chief Executive Officer from 2014 through 2016, as Chief Executive Officer of Prosidion from 2010 through 2012, and Executive Vice President, Chief Financial Officer, and Treasurer of OSI Pharmaceuticals from 2009 through 2010. His prior senior executive experience also includes serving as President of Eckerd Pharmacy and as Executive Vice President and Chief Administrative Officer of Rite Aid Corporation. Mr. Legault studied at McGill University, HEC Montreal and Harvard Business School. He holds MBA, BAA, CA and CPA diplomas. We believe that Mr. Legault’s executive experience and his membership, including service as the chairman, on the board of directors of a number of biopharmaceutical companies qualify him to serve as a member of our Board.

  8. Continuing Directors

    Michael A. Metzger is a Class I director who has served as our Chief Executive Officer since February 2022 and previously served as our President and Chief Operating Officer since May 2015 and has been a member of our Board since July 2019. Prior to joining us, Mr. Metzger was President and COO from December 2013 to October 2014 and President and Chief Executive Officer and a member of the board of directors of Regado Biosciences, Inc., a former publicly traded biotechnology company that merged with Tobira Therapeutics, Inc., from October 2014 to May 2015, where he oversaw the company’s successful merger with Tobira Therapeutics, Inc. in 2015. Previously, Mr. Metzger served as Executive Vice President and Chief Operating Officer at Mersana Therapeutics, Inc., a privately held biopharmaceutical company developing novel immunoconjugate therapies for cancer, from March 2011 to November 2013, and in senior business development positions including leading mergers and acquisitions at Forest Laboratories, LLC, which was acquired by Allergan plc, a publicly traded company, from 2006 to February 2011. Prior to Forest, Mr. Metzger served as Vice President Corporate Development at Onconova Therapeutics, Inc. and was a Managing Director at MESA Partners, Inc., a venture capital firm. Mr. Metzger previously served on the board of CTI Biopharma Corp., a publicly traded biopharmaceutical company, and currently serves on the board of a not-for-profit company. Mr. Metzger received a B.A. from George Washington University and an M.B.A. in Finance from the New York University Stern School of Business. We believe that Mr. Metzger’s executive experience and his membership on the board of directors of several biotechnology companies qualify him to serve as a member of our Board.

  9. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Board is responsible for selecting its own members. The Board delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate. Generally, our Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, using search firms or other advisors, through the recommendations 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, our Nominating and Corporate Governance Committee confirms that the candidates meet all the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to us during their tenure, including the number of meetings attended, level and quality of participation and any other relationships and transactions that might impair the directors’ independence. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, 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 considering the overall composition and needs of our Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to the Board. The Nominating and Corporate Governance Committee will also consider candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the way it evaluates candidates based on whether the candidate was recommended by a stockholder. Our Nominating and Corporate Governance Committee considers, among other things, the following qualifications, skills and attributes when recommending candidates for the Board’s selection as director nominees for the Board and as candidates for appointment to the Board’s committees: a director nominee shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment, and shall be most effective, in conjunction with the other director nominees to the Board, in collectively serving the long-term interests of the stockholders. In evaluating proposed director candidates, our Nominating and Corporate Governance Committee may consider, in addition to the minimum qualifications and other criteria for board membership approved by the Board from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, diversity considerations, the skills of the proposed director candidate, his or her depth and breadth of professional experience or other background characteristics, his or her independence and the needs of the Board. We have no formal policy regarding board diversity, but believe that our Board, taken as a whole, should embody a diverse set of skills, experiences and backgrounds. In this regard, the committee also takes into consideration the diversity (for example, with respect to gender, race and national origin) of our board members. The committee does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors. Our committee’s priority in selecting board members is identification of persons who will further the interests of our company through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, and professional and personal experiences and expertise relevant to our growth strategy.

  10. Pay Program Overview

    Pay Program Overview The primary elements of our executive compensation program for 2023 were base salary, annual performance-based cash compensation, and long-term equity incentives. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries may be adjusted based on numerous factors, including a change in an executive officer’s responsibilities, demonstrated performance or relevant market data. The annual performance-based cash compensation program is intended to motivate and reward our executives for the achievement of certain short-term goals of the Company. Our annual incentives for 2023 were based on performance relative to the Company’s 2023 operating and organizational goals. Long-term equity awards 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. Historically, we have used stock option grants and, in certain circumstances, restricted stock unit awards, because we believe that each is an effective means by which to align the long-term interests of our executive officers with those of our stockholders.

  11. Compensation Program Governance

    | | | What we Do | | ☑ | Pay for Performance | The majority of total executive compensation is variable and at-risk. | | ☑ | Balance Short- and Long-Term Incentives | The allocation of incentives among the annual incentive plan and the long-term incentive plan does not over-emphasize short-term performance at the expense of achieving long-term goals. | | ☑ | Combination of Balanced Performance Metrics | We use a diverse set of milestone performance metrics in our annual incentive plan to ensure that no single measure affects compensation disproportionately. | | ☑ | Independent Compensation Consultant | Our Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in Compensation Committee decision-making. | | ☑ | Peer Data | We develop a peer group of companies based on industry, development stage, market capitalization, R&D expense and employee headcount to reference for compensation decisions. | | ☑ | Cap Bonus Payments; Fixed Equity Grants | Our annual incentive plan has an upper limit on the amount of cash that may be earned. We grant a fixed number of options. | | ☑ | Clawback Policy | We adopted a clawback policy to allow us to recover incentive compensation from our executive officers, on a non-fault basis, in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements. | | ☑ | Double Trigger Change-in-Control Provisions | If there is a change in control, outstanding time-based equity awards will vest only if there is both a change-in-control and termination of employment (a “double trigger”). A change-in-control alone will not trigger vesting. | | | | What we Don’t Do | | ☒ | No Hedging or Pledging of Company Securities | We prohibit officers and non-employee directors from engaging in hedging, pledging or short-sale transactions in Company securities. | | ☒ | No Perks | We do not provide perquisites to executive officers. | | ☒ | No Excise Tax Gross-ups | We do not provide excise tax gross-ups. | | ☒ | No Stock Options Below Fair Market Value | We do not grant stock options below fair market value. |

  12. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee recognizes that there is a value in procuring independent, objective expertise in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors to assist it with carrying out its duties and responsibilities. The Compensation Committee has engaged the services of an independent compensation consultant, Aon, to assist in it in connection with making executive compensation decisions. The Compensation Committee has the authority, under its charter, to retain, terminate and set the terms of the Company’s relationship with Aon or any other outside advisors that assist the Compensation Committee in carrying out its responsibilities. The Compensation Committee has worked with Aon to develop a peer group, to provide a competitive market analysis of the base salary, annual performance-based cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group, and to review other market practices and trends. The Compensation Committee annually assesses the independence of Aon pursuant to SEC and Nasdaq rules to determine whether Aon is independent and that no conflict of interest exists that would prevent Aon from serving as an independent advisor to the Compensation Committee. The Compensation Committee assessed the independence of Aon consistent with Nasdaq listing standards and concluded that the engagement of Aon does not raise any conflict of interest. While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

  13. Consideration of Comparative Market Data

    Consideration of Comparative Market Data Relevant market and benchmark data provide a solid reference point for making decisions and very helpful context, even though, relative to other companies, there are differences and unique aspects of the Company. With Aon’s assistance and input, the Compensation Committee annually adopts a peer group of companies that it uses as a reference group to provide a broad perspective on competitive pay levels and practices. The Compensation Committee reviews and approves the peer group companies that are used to evaluate competitive market compensation. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies within an appropriate defined range in terms of revenue and market capitalization. 2023 Executive Compensation Peer Group In September 2022, as the Company approached commercialization, the Compensation Committee determined that our peer group for purposes of determining the compensation of our NEOs in fiscal year 2023 would consist of Phase 2, Phase 3 and commercial stage public biopharmaceutical companies, with a preference toward companies focused on oncology. In general, the selection criteria consisted of companies with market capitalizations between $450 million and $4 billion, fewer than 500 employees, and more than $50 million in research and development expenses. Below is a list of the 18 companies that the Compensation Committee identified as our peer group for fiscal year 2023:

  14. Consideration of Comparative Market Data

    | AnaptysBio, Inc. (ANAB) | Geron Corporation (GERN) | Replimune Group, Inc. (REPL) | | Arcus Biosciences, Inc. (RCUS) | ImmunoGen, Inc. (IMGN) | Revolution Medicines, Inc. (RVMD) | | Arvinas, Inc. (ARVN) | Kura Oncology, Inc. (KURA) | SpringWorks Therapeutics, Inc. (SWTX) | | Blueprint Medicines Corporation (BPMC) | Mersana Therapeutics, Inc. (MRSN) | Xencor, Inc. (XNCR) | | Celldex Therapeutics, Inc. (CLDX) | Mirati Therapeutics, Inc. (MRTX) | Y-mAbs Therapeutics, Inc. (YMAB) | | Cytokinetics, Incorporated (CYTK) | RAPT Therapeutics, Inc. (RAPT) | Zentalis Pharmaceuticals, Inc. (ZNTL) |

  15. Consideration of Comparative Market Data

    The Compensation Committee focused on selecting companies that in whole had similar attributes as the Company, while the companies may differ across some of the attributes. The Compensation Committee evaluates the peer group for suitability at least annually and modifies the peer group as needed. Our Compensation Committee utilizes the compensation of executive officers of the companies in this peer group data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions. In addition to the Compensation Committee-approved peer group, the Compensation Committee also considers compensation survey data reflecting broader, size-appropriate comparisons in the biotechnology industry. We believe that the compensation practices of our peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2023. Compensation Positioning For fiscal year 2023, the Compensation Committee and Board sought to position the Company’s executive pay programs, in the aggregate, at the 50th percentile of the peer group, with variances by executive. However, the amount of compensation delivered for target total cash compensation and long-term incentives are based on performance, and therefore the amount of compensation actually paid may be different – either higher or lower – than the targeted amount. In addition, the individual pay levels may be above or below the 50th percentile based on the experience of each executive officer, including the scope of the officer’s position and performance, as well as internal equity and other factors.

  16. Base Salary

    Base Salary We provide our NEOs with base salaries to compensate them for their day-to-day responsibilities. Generally, the initial base salaries of our executive officers are established through arm’s-length negotiation at the time the individual executive officer is hired, taking into account the executive’s qualifications, experience and comparable market data. Thereafter, the Compensation Committee, in consultation with our CEO and in consideration of the market data that Aon provides, reviews and recommends to the Board adjustments, as necessary or appropriate, to the base salaries of our executive officers on an annual basis. Consistent with such practice, the Compensation Committee recommended, and the Board approved, base salaries of the NEOs for 2023 that were within a range that is competitive with salaries paid to executives at companies in our peer group. None of our NEOs is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. In establishing base salaries, the Compensation Committee exercises its judgment and discretion and considers several factors, including the performance of the individual executive officer, the officer’s potential to contribute to our long-term strategic goals, the officer’s role and scope of responsibilities within our Company, individual experience and skills, the officer’s compensation as compared to similarly situated executives at comparable companies in our peer group, competitive market dynamics for the position and the input of our CEO. No specific formula is applied to determine the weight of each criterion. Annual base salaries for our NEOs for their positions they held as of December 31, 2023, as compared with the compensation for the positions held with us as of December 31, 2022, were as follows:

  17. Annual Performance-Based Cash Compensation Program

    Annual Performance-Based Cash Compensation Program The annual incentive plan for executive officers is a cash-based plan that rewards NEOs for the achievement of key short-term objectives. The structure of the annual cash plan incentivizes NEOs to achieve annual financial and operational results that the Compensation Committee views as critical to the execution of our business strategy. Target Opportunities. The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s annual base salary in effect at year end and multiplying it by the individual’s target incentive percentage. The target cash incentive opportunity for a newly hired NEO is prorated based on the salary earned during the year of hire unless otherwise negotiated as part of the new hire package. Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary and the proportion of total direct compensation represented by the annual incentive.

  18. Annual Performance-Based Cash Compensation Program

    | NEO | 2023 Target Annual Incentive Plan Opportunity as a % of Base Salary | | Michael A. Metzger | 60% | | Keith A. Goldan | 40% | | Luke J. Albrecht | 40% | | Neil Gallagher, M.D., Ph.D. | 45% (1) | | Catherine Madigan, M.D. | 40% |

  19. Annual Performance-Based Cash Compensation Program

    (1) Dr. Gallagher’s bonus was prorated in his first year of employment pursuant to the terms of his employment agreement. Allocation of Annual Incentive Opportunity Between Corporate and Individual Performance. The total annual incentive opportunity for each NEO is allocated between corporate performance and individual performance as follows:

  20. Annual Performance-Based Cash Compensation Program

    | NEO | Corporate Performance | Individual Performance | | Michael A. Metzger | 100% | — | | Keith A. Goldan | 75% | 25% | | Luke J. Albrecht | 100% | — | | Neil Gallagher, M.D., Ph.D. | 75% | 25% | | Catherine Madigan, M.D. | 75% | 25% |

  21. Annual Performance-Based Cash Compensation Program

    Corporate Performance Measures. To establish the corporate goals for the year, the Compensation Committee, with the input of the executive leadership team, considered the Company’s results for 2022, the business objectives and plans for 2023, and the related risks associated with those plans. Based on this information, the Compensation Committee established the performance-based metrics and targets for the annual incentive plan at levels that it considered rigorous and challenging and that took into account the relevant risks and opportunities. The amount of the corporate performance payout, if any, under the annual incentive plan is based on achievement against corporate performance measures as follows: • research and development milestones related to menin inhibitors (60%); • research and development milestones related to axatilimab (25%); and • organizational development milestones to support growth (15%). For each identified research or organizational development milestone, the Compensation Committee set applicable performance levels as follows: • the performance that would not meet the threshold level; the target performance necessary to meet the objective; and the performance that would exceed the objective. Individual Performance. For the NEOs who have a portion of their annual incentive tied to individual performance, the NEOs’ 2023 individual measures target allocation and performance with respect thereto are set forth below:

  22. Annual Performance-Based Cash Compensation Program

    | NEO | Individual Goals | Individual Achievement | Weighted Achievement | | Keith A. Goldan | 25% | 110% | 27.5% | | Neil Gallagher, M.D., Ph.D. | 25% | 100% | 25% | | Catherine Madigan, M.D. | 25% | 75% | 18.75% |

  23. Annual Performance-Based Cash Compensation Program

    With respect to Mr. Goldan, key performance highlights included successfully completing our December 2023 public stock offering and appropriately utilizing our at-the-market facility in the fourth quarter of 2023, leading our investor relations team and increasing investor engagement, and continuing to strengthen the capabilities and infrastructure of the Company’s finance and information technology teams. With respect to Dr. Gallagher, key performance highlights included ensuring the on time submissions of the axatilimab and revumenib regulatory submissions, ensuring that the teams had high quality processes in place prior to database lock, his focus on trial enrollment, accrual and site initiation, and his external contributions engaging with investors and key stakeholders. With respect to Dr. Madigan, key performance highlights included driving organizational effectiveness and timelines, contributions to the Company’s real-time oncology review (RTOR) application and response process, as well as her focus on new trial design. Payout Levels. The Compensation Committee defined payout levels representing the amount to be paid to NEOs based on the level of actual performance relative to the objectives. If achievement is below the threshold level of performance, the Compensation Committee set the payout at 0% in order to motivate performance and underscore the importance of achieving, or closely approaching, the objectives at this critical time in our development. If we achieve the objective, the Compensation Committee will authorize a payout of up to 100% of the portion of the overall opportunity allocated to that element; if we exceed the objective, the Compensation Committee may, in its discretion, authorize a higher payout for that objective, but the payout will not exceed 200% of the target for that objective or of an executive’s overall target incentive. In February 2024, the Compensation Committee met to consider how the Company had performed against the pre-established corporate performance goals. While the Compensation Committee considered management’s views regarding their 2023 achievements, the Compensation Committee made an independent determination regarding the corporate performance, and established that the 2023 corporate performance was 102.5%, based on the Company’s overachievement of its goals related to: • its menin inhibitor program, including the presentation of positive revumenib KMT2A topline data in October 2023 and revumenib’s new drug application submission under the U.S. Food and Drug Administration’s RTOR program; • the presentation of positive topline data in its AGAVE-201 trial in July 2023, axatilimab’s biologics license application filing and the initiation of the Company’s trial in idiopathic pulmonary fibrosis in the fourth quarter of 2023; and • organizational staffing, specifically the early achievement of the Company’s mid-year and year-end hiring goals and achieving a year-end turnover rate of approximately 12% (below the 2023 U.S.-based life sciences industry average of approximately 18%). The Compensation Committee recommended its determination regarding the 2023 corporation performance to the Board for approval, prior to approving the compensation implications for each of the executive officers. The Compensation Committee then considered the achievement of pre-established individual goals described above of the three NEOs who have a portion of their annual cash incentive for 2023 determined by individual performance. The Compensation Committee determined that Mr. Goldan achieved 110% of his individual objectives, Dr. Gallagher achieved 100% of his individual objectives and Dr. Madigan achieved 75% of her individual objectives. Having determined the 2023 corporate and individual performance levels for each NEO, the Compensation Committee then translated those performance levels to a payout level based on the payout curve described above. The dollar amount of the annual incentive award targets and payout ranges for 2023, as well as the actual annual incentive award payouts that the Board approved for each of the NEOs for 2023, are:

  24. Annual Performance-Based Cash Compensation Program

    | NEO | Target Incentive Amount | Corporate Performance Measures: % of Target Incentive | Final Corporate Performance | Corporate Performance Measures: Payout Amount | Individual Performance Measures: % of Target Incentive | Individual Performance Measures: Payout Amount | Total 2023 Annual Incentive Payout Amount | | Michael A. Metzger | $407,040 | 100% | 102.5% | $417,216 | — | — | $417,216 | | Keith A. Goldan | $188,120 | 75% | 102.5% | $144,617 | 100% | $51,733 | $196,350 | | Luke J. Albrecht | $176,820 | 100% | 102.5% | $181,261 | — | — | $181,261 | | Neil Gallagher, M.D., Ph.D. (1) | $178,875 | 75% | 102.5% | $137,510 | 100% | $44,719 | $182,229 | | Catherine Madigan, M.D. | $187,440 | 75% | 102.5% | $144,095 | 100% | $35,145 | $179,240 |

  25. Annual Performance-Based Cash Compensation Program

    Dr. Gallagher’s bonus was prorated in his first year of employment pursuant to the terms of his employment agreement.

  26. Equity-Based Incentive Awards

    Equity-Based Incentive Awards The third and largest component of the executive compensation program is long-term equity incentives. The Compensation Committee designed the long-term incentive opportunity for the NEOs to motivate and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders. We believe that equity awards 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. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term. Grants to our NEOs and other employees are made at the discretion of the Compensation Committee and Board and are generally made upon commencement of employment, promotion or annually during the first quarter of each year based upon performance during the prior year. We believe that our equity awards are an important retention tool for our executive officers, as well as for our other employees. Equity Vehicles Historically, we have used stock option grants as our primary equity vehicle because we believe that they are an effective means by which to align the long-term interests of our executive officers with those of our stockholders. Stock options motivate stock price appreciation over the long term because they deliver value only if the stock price increases. The use of stock options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation. We also have granted restricted stock units (“RSUs”), typically as special incentive awards, such as in connection with a new hire, or in connection with the completion of a project or research milestone. Annual Grants In determining the number of stock options or RSUs to be granted to an NEO, the Compensation Committee takes into account equally both the range of long-term incentive award values granted to executive officers at the companies in the peer group and the range of grant size as a percent of the company in the peer group in determining the appropriate number of options for an NEO. The exercise price of all stock option awards to NEOs is equal to the closing price of our stock on the date of the grant, and all of our stock options granted in 2023 have a ten-year term. In connection with our annual grant process, on February 7, 2023, our Compensation Committee recommended, and our Board approved, grants to each of Messrs. Metzger, Albrecht and Goldan, and Dr. Madigan of options to purchase shares of our common stock. Each stock option vests in equal monthly installments on the last day of each month over a four-year period, subject to the executive’s continuous service to us through each vesting date. The February 2023 stock option grants made by the Compensation Committee are shown in the following table:

  27. Equity-Based Incentive Awards

    | NEO | Time-Based Stock Options (#) | | Michael A. Metzger | 410,000 | | Keith A. Goldan | 110,000 | | Luke J. Albrecht | 100,000 | | Catherine Madigan, M.D. | 110,000 |

  28. Equity-Based Incentive Awards

    New Hire Grants The Compensation Committee has also granted equity-based incentives in connection with the hire of new executives, either in the form of stock options or RSUs. In connection with Dr. Gallagher’s hire as our President, Head of Research and Development in April 2023, he was awarded 250,000 stock options. One-quarter of the options vest on the one-year anniversary of the award, and the remainder vest in equal monthly installments on the last day of each month over a three-year period thereafter, subject to the executive’s continuous service through each vesting date. We expect to continue to evaluate our equity compensation strategy across the organization to manage our equity utilization during 2024 and beyond.

  29. Severance Arrangements

    Severance Arrangements We have entered into employment agreements with all of our NEOs that provide for at-will employment without any specific term. Each of the agreements sets forth the NEO’s severance benefits payable upon a qualifying termination of employment or change in control of our Company. The “Potential Payments Upon Termination or Change in Control” section located in the “Executive Officer and Director Compensation” section below describes and quantifies the severance and other benefits potentially payable to the NEOs in further detail. We offer severance benefits because we compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to their officers. These severance benefits may consist of a payment equal to a specified number of months of base salary continuation, payment of premiums for continued health insurance coverage for a specified period of time, an amount determined by reference to the executive’s annual performance-based cash incentive and accelerated vesting of equity or an extension of time in which to exercise stock options. We provide severance benefits outside of the change in control context if our NEOs’ employment is terminated without cause, or if the executive terminates employment for good reason, as each of those terms are defined in the employment agreements, subject to the executive officer’s execution of an effective release of claims. The Company believes that it is appropriate to provide severance in this instance to bridge executives to new employment, particularly in view of the Developments, Non-Disclosure and Non-Solicitation agreements that our executives have signed with the Company. We provide enhanced severance benefits in the change in control context because we believe that the occurrence or potential occurrence of a change in control transaction will create uncertainty regarding the continued employment of our executive officers. The Company believes it serves the best interest of the Company and its stockholders to have executives focus on the business merits of mergers and acquisitions without undue concern for their personal financial outcome. As such, we provide severance protections in connection with a change in control, subject to each executive officer’s execution of an effective release of claims, to help ensure that executive officers can objectively evaluate change in control transactions that may be in the best interest of our stockholders, despite the potential negative consequences such transactions may have on them personally. We believe that the severance benefits provided to our executive officers under their Employment Agreements are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections.

  30. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  31. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to or earned by our NEOs during the fiscal years indicated.

  32. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael A. Metzger | 2023 | $678,400 | — | $8,023,803 | $417,216 | $8,000 | 9,127,419 | | Chief Executive Officer | 2022 | 640,000 | — | 3,062,276 | 403,200 | 8,000 | 4,113,476 | | | 2021 | 594,104 | — | 2,434,751 | 297,050 | 8,000 | 3,333,905 | | Keith A. Goldan (5) | 2023 | 470,300 | — | 2,151,384 | 196,350 | 8,000 | 2,826,034 | | Chief Financial Officer | 2022 | 249,900 | 49,998 | 2,497,890 | 186,750 | 8,000 | 2,992,538 | | Luke J. Albrecht (6) | 2023 | 442,099 | — | 1,957,815 | 181,261 | 8,000 | 2,589,175 | | General Counsel and Secretary | 2022 | 421,000 | — | 862,253 | 176,820 | 8,000 | 1,468,073 | | Neil Gallagher, M.D., Ph.D. (7) | 2023 | 386,458 | — | 3,318,187 | 182,229 | 5,300 | 3,892,174 | | President, Head of Research & Development | | | | | | | | | Catherine Madigan, M.D. (8) | 2023 | 468,600 | | 2,151,384 | 179,240 | 8,000 | 2,807,224 | | Chief Medical Officer | 2022 | 503,540 | — | 1,980,213 | 152,161 | 8,000 | 2,643,914 |

  33. Summary Compensation Table

    ___________ (1) The amounts reported in these columns represent the aggregate grant date fair value of RSU awards and stock options granted to our NEOs, in each case as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs and stock options reported in these columns are set forth in note 13 to our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2024. The amounts reported in this column do not reflect the actual economic value that may be realized by the NEOs upon the vesting of the RSUs or exercise of the stock options, as applicable, or the sale of any common stock underlying such RSUs or stock options. Because the February 22, 2022 award of performance-based stock options to Mr. Metzger are subject to price per share requirements, the grant date fair value disclosed was based on upon the probable outcome of such performance conditions using a Monte-Carlo simulation model. (2) Refer to the section titled “Compensation Discussion and Analysis—Equity-Based Incentive Awards” for a description of the material terms of the program pursuant to which this compensation was awarded. (3) The amounts reported in this column represent annual performance-based bonuses earned based on the achievement of Company and individual performance goals and other factors deemed relevant by our Board and Compensation Committee. For additional information, see the section titled “Compensation Discussion and Analysis—Annual Performance-Based Cash Compensation Program.” (4) Amounts reported in this column represent employer matching contribution to the NEO’s account under the 401(k) plan. (5) Mr. Goldan was not an NEO for fiscal year 2021, and as such, we have provided information solely with respect to fiscal years 2023 and 2022. (6) Mr. Albrecht was not an NEO for fiscal year 2021, and as such, we have provided information solely with respect to fiscal years 2023 and 2022. (7) Dr. Gallagher was hired as our President, Head of Research and Development effective April 10, 2023, and as such was not an NEO for fiscal years 2022 and 2021. Dr. Madigan was not an NEO for fiscal year 2021, and as such, we have provided information solely with respect to 2023 and 2022.

  34. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth certain information regarding grants of plan-based awards to the NEOs during the year ended December 31, 2023:

  35. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All Other Option Awards: Number of Securities Underlying Options Granted | Exercise Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards (2) | | Michael A. Metzger | | | | | | | | | Cash Bonus | | — | 407,040 | — | — | — | — | | Option Grant | 2/2/2023 | — | — | — | 410,000 | 28.55 | 8,023,803 | | Keith A. Goldan | | | | | | | | | Cash Bonus | | — | 188,120 | — | | | — | | Option Grant | 2/2/2023 | — | — | — | 110,000 | 28.55 | 2,151,384 | | Luke J. Albrecht | | | | | | | | | Cash Bonus | | — | 176,840 | — | | | — | | Option Grant | 2/2/2023 | — | — | — | 100,000 | 28.55 | 1,957,815 | | Neil Gallagher, M.D., Ph.D. | | | | | | | | | Cash Bonus | | — | 176,490 | — | | | — | | Option Grant | 4/10/2023 | — | — | — | 250,000 | 19.35 | 3,318,187 | | Catherine Madigan, M.D. | | | | | | | | | Cash Bonus | | — | 187,440 | — | | | — | | Option Grant | 2/2/2023 | — | — | — | 110,000 | 28.55 | 2,151,384 |

  36. Grants of Plan-Based Awards Table

    (1) The target amounts reflect the dollar amount of each NEO’s target annual performance-based bonus for 2023, each of which represented a percentage of such NEO’s 2023 annual base salary as specified under the NEO’s employment agreement, as subsequently increased by the Compensation Committee, if applicable. Threshold amounts reflect the dollar amount that would be payable if each performance goal were achieved at the threshold (i.e., 100%) level. This column represents the aggregate grant date fair value of equity awards in 2023 and calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the fair value of the stock option can be found under Note 13 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 20223. The grant date fair value of each RSU award is measured based on the closing price of our common stock on the date of grant.

  37. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by the NEOs that were outstanding as of December 31, 2023:

  38. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Number of Securities | | | Option | | | | | | | Underlying Unexercised Options: | | Equity Incentive Plan Awards: | Exercise | Option | | | | | | Exercisable | Unexercisable | Number of Securities Underlying Unexercised Unearned Options | Price | Expiration | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | | Name | Grant Date | (#) | (#) | (#) | ($/Sh)(1) | Date | (#) | ($)(2) | | Michael A. Metzger | 2/2/2023 | 93,958(4) | 316,042(4) | | 28.55 | 2/2/2033 | | | | | 2/2/2022 | 117,396(4) | 127,604(4) | | 15.79 | 2/2/2032 | | | | | 2/2/2022 | — | — | 80,000(5) | 15.79 | 2/2/2032 | | | | | 2/3/2021 | 116,667(4) | 43,333(4) | | 21.36 | 2/3/2031 | | | | | 2/12/2020 | 137,083(4) | 2,917(4) | | 9.47 | 2/12/2030 | | | | | | | | | | | 3,750(8) | 81,038 | | | 7/4/2019 | 200,000(4) | — | | 9.15 | 7/4/2029 | | | | | 2/6/2019 | 20,663(4) | — | | 6.38 | 2/6/2029 | | | | | 2/6/2019 | 11,712(5) | — | | 6.38 | 2/6/2029 | | | | | 3/1/2018 | 125,000(4) | — | | 9.40 | 3/1/2028 | | | | | 9/9/2015 | 157,307(7) | — | | 10.90 | 9/9/2025 | | | | | 6/1/2015 | 13,888(7) | — | | 7.20 | 6/1/2025 | | | | Keith A. Goldan | 2/2/2023 | 25,208(4) | 84,792(4) | | 28.55 | 2/2/2033 | | | | | 6/13/2022 | 86,250(3) | 143,750(3) | | 15.60 | 6/13/2032 | | | | | | | | | | | 1,603(6) | 34,641 | | Luke J. Albrecht | 2/2/2023 | 22,917(4) | 77,083(4) | | 28.55 | 2/2/2033 | | | | | 2/2/2022 | 38,333(4) | 41,667(4) | | 15.79 | 2/2/2032 | | | | | 2/3/2021 | 58,333(4) | 21,667(4) | | 21.36 | 2/3/2031 | | | | | 2/12/2020 | 102,813(4) | 2,187(4) | | 9.47 | 2/12/2030 | | | | | 2/6/2019 | 18,833(5) | | | 6.38 | 2/6/2029 | | | | | 2/6/2019 | 18,958(4) | | | 6.38 | 2/6/2029 | | | | | 2/8/2018 | 55,000(4) | | | 9.63 | 2/8/2028 | | | | | 9/21/2016 | 113,000(3) | | | 13.65 | 9/21/2026 | | | | Neil Gallagher, M.D., Ph.D. | 4/10/2023 | — | 250,000(3) | | 19.35 | 4/10/2033 | | | | Catherine Madigan, M.D. | 2/2/2023 | 25,208(4) | 84,792(4) | | 28.55 | 2/2/2033 | | | | | 3/1/2022 | 78,750(3) | 101,250(3) | | 16.06 | 3/1/2032 | | |

  39. Outstanding Equity Awards at Fiscal Year-End

    _________________ (1) Each stock option was granted with an exercise price equal to the fair market value of our common stock on the grant date. (2) Market values are calculated based on the closing market price of our common stock as reported on the Nasdaq Global Select Market on December 29, 2023, the last trading day of the year, which was $21.61 per share. 25% of this option vests on the one-year anniversary of the grant date and thereafter, the remainder of the shares vest in equal monthly installments on the last day of each month over a three-year period, in each case, subject to the NEO’s continuous service through each vesting date. These options vest in equal monthly installments on the last day of each month over a four-year period of continuous service following the grant date. These options vest periodically upon the Company achieving certain milestones and, following achievement of any such milestone, one-third of the option conditioned upon achievement of such milestone shall vest immediately, with the remaining two-thirds of the option vesting annually upon the one- and two-year anniversaries following such achievement, in each case, subject to the NEO’s continuous service through each vesting date. (6) These restricted stock units vest fifty percent annually during each of the two years from the grant date, subject to the NEO’s continuous service through each vesting date. (7) 37.5% of this option vests on the one-year anniversary of the grant date and thereafter, the remainder of the shares vest in equal monthly installments on the last day of each month over a three-year period, in each case, subject to the NEO’s continuous service through each vesting date. (8) These restricted stock units vest as to 3,750 restricted stock units annually during each of the four years from the grant date, subject to the executive’s continuous service through each vesting date. These restricted stock units are fully vested as of February 12, 2024. (9) All of the equity awards listed in this table were granted under our 2015 Omnibus Incentive Plan (the “2015 Plan”) with the exception of the awards for Dr. Madigan and Mr. Goldan, which we granted as inducement awards in connection with the commencement of employment pursuant to Nasdaq Listing Rule 5635(c)(4) pursuant to our 2023 Inducement Plan.

  40. Option Exercises and Stock-Vested Table

    Option Exercises and Stock-Vested Table The following table sets forth information concerning option exercises and stock vested for each of our NEOs during the fiscal year ended December 31, 2023.

  41. Option Exercises and Stock-Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Numbers of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael A. Metzger | 5,959 | 126,679 | 3,750 | 95,325(2) | | Keith A. Goldan | — | — | 1,602 | 35,741(3) | | Luke J. Albrecht | 21,104 | 387,364 | — | — |

  42. Option Exercises and Stock-Vested Table

    (1) The value realized when the stock options were exercised represents the excess of the fair market value of the shares on the date of the exercise over the exercise price of the stock options. (2) The value realized on vesting with respect to the RSUs held by Mr. Metzger is based on the closing market price of our common stock of $25.42 per share on February 10, 2022. (3) The value realized on vesting with respect to the RSUs held by Mr. Goldan is based on the closing market price of our common stock of $22.31 per share on June 13, 2023.

  43. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In February 2024, our Board approved the Compensation Committee’s recommendations to amend the termination benefits in each of our NEO’s employment agreement providing for an increase in benefits for our NEOs in the event of their Involuntary Termination Without Cause or Resignation for Good Reason (each term as defined in the applicable NEO’s employment agreement, as amended) within three (3) months prior to, or within twelve (12) months following, a Change in Control. For Mr. Metzger, this resulted in an increase in benefits from eighteen (18) to twenty-four (24) months and for Messrs. Albrecht and Goldan and Drs. Gallagher and Madigan, this resulted in an increase in benefits from twelve (12) to eighteen (18) months. As described in the Compensation Discussion and Analysis section above, a Change-in-Control alone will not trigger accelerated vesting. The benefits shown below are subject to the NEO’s signing and not revoking a separation agreement and general release of claims as well as continued adherence to the NEO’s Assignment of Developments, Non-Disclosure, and Non-Solicitation Agreement with the Company (or any successor agreement thereto). The following table summarizes the termination benefits, as amended in February 2024, under the employment agreements between the Company and certain NEOs.

  44. Potential Payments Upon Termination or Change in Control

    | Termination Event | Terms Applicable to Mr. Metzger | | Involuntary Termination Without Cause or Resignation for Good Reason within three (3) months prior to, or within twelve (12) months following, a Change in Control | • An amount equal to 24 months of base salary, payable in a lump sum • An amount equal to 24 months of the target annual incentive award, payable in a lump sum • Continuation of health benefits for 24 months • Accelerated vesting of all outstanding equity • Outstanding stock options remain exercisable for the shorter of (a) 12 months after the termination date or (b) the remaining term of the outstanding options | | Involuntary Termination Without Cause or Resignation for Good Reason | • An amount equal to 12 months of base salary, payable in a lump sum • A pro rata amount equal to the number of days worked in the termination year of the target annual incentive award, payable in a lump sum • Continuation of health benefits for 18 months • Accelerated vesting of options that would have otherwise vested during the 12 months following the termination date • Outstanding stock options remain exercisable for the shorter of (a) 12 months after the termination date or (b) the remaining term of the outstanding options | | Termination Event | Terms Applicable to Messrs. Albrecht and Goldan and Drs. Gallagher and Madigan | | Involuntary Termination Without Cause or Resignation for Good Reason within three (3) months prior to, or within twelve (12) months following, a Change in Control | • An amount equal to 18 months of base salary, payable in a lump sum • An amount equal to 18 months of the target annual incentive award, payable in a lump sum • Continuation of health benefits for 18 months • Accelerated vesting of all outstanding equity |

  45. Potential Payments Upon Termination or Change in Control

    | | • Outstanding stock options remain exercisable for the shorter of (a) 12 months after the termination date or (b) the remaining term of the outstanding options | | Involuntary Termination Without Cause or Resignation for Good Reason | • An amount equal to 9 months of base salary, payable in a lump sum • Continuation of health benefits for 9 months • Accelerated vesting of options that would have otherwise vested during the 12 months following the termination date • Outstanding stock options remain exercisable for the shorter of (a) 12 months after the termination date or (b) the remaining term of the outstanding options |

  46. Potential Payments Upon Termination or Change in Control

    The table below provides the potential payments and benefits to which our NEOs would be entitled, assuming their employment was terminated as of December 31, 2023, including in connection with a change in control, based on the termination benefits in effect as of December 31, 2023.

  47. Potential Payments Upon Termination or Change in Control

    | Name | Compensation Component | Involuntary Termination Without Cause or Resignation for Good Reason In Connection With a Change in Control ($) | Involuntary Termination Without Cause or Resignation for Good Reason ($) | | Michael A. Metzger | | | | | | Cash Severance | 1,628,160 | 1,085,440 | | | Long Term Incentives | 10,108,343 | 9,141,757 | | | Health Care Continuation | 54,602 | 54,602 | | | Total | 11,791,105 | 10,281,799 | | Keith A. Goldan | | | | | | Cash Severance | 658,420 | 352,725 | | | Long Term Incentives | 1,416,941 | 853,189 | | | Health Care Continuation | 36,401 | 27,301 | | | Total | 2,111,762 | 1,233,215 | | Luke J. Albrecht | | | | | | Cash Severance | 618,940 | 331,575 | | | Long Term Incentives | 3,894,237 | 3,758,506 | | | Health Care Continuation | 36,401 | 27,301 | | | Total | 4,549,578 | 4,117,382 | | Neil Gallagher, M.D., Ph.D. | | | | | | Cash Severance | 768,500 | 397,500 | | | Long Term Incentives | 565,000 | 235,417 | | | Health Care Continuation | 12,060 | 9,045 | | | Total | 1,345,560 | 641,962 | | Catherine Madigan, M.D. | | | | | | Cash Severance | 656,040 | 351,450 | | | Long Term Incentives | 999,000 | 681,055 | | | Health Care Continuation | 36,401 | 27,301 | | | Total | 1,691,441 | 1,059,806 |

  48. Potential Payments Upon Termination or Change in Control

    As used in the tables above, the following terms are generally defined as follows: Change in Control: Generally, the acquisition of 50% or more of our common stock, a merger, sale of substantially all of the assets or acquisition, or complete dissolution or liquidation of the Company. Good Reason: Occurrence of any of the following (1) a decrease in executive’s total target cash compensation (base and bonus) of more than 10%, (2) executive’s duties, authority or responsibilities are materially diminished; (3) a material breach by the Company of the terms of the employment agreement; or (4) Company relocation of 50 miles or more. Cause: Generally means a reasonable determination by the Company of an executive’s (i) dishonest statements or acts with respect to the Company which has the effect of materially injuring the business or reputation of the Company; (ii) conviction of or indictment for (A) a felony or (B) any misdemeanor (excluding minor traffic violations) involving moral turpitude, deceit, dishonesty or fraud; (iii) gross negligence, willful misconduct or insubordination with respect to the Company; or (iv) material breach of any agreement between the executive and the Company.

  49. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of the individual identified as our paid median employee to the annual total compensation of our principal executive officer, our Chief Executive Officer. The paragraphs that follow describe our methodology and the resulting pay ratio. We identified our median employee using our employee population as of December 31, 2023 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees (or hourly rate multiplied by expected annual work schedule, for hourly employees), (B) actual bonus for 2023 and (C) the grant date fair value of any annual or new hire equity awards granted during the fiscal year ended December 31, 2023 and (ii) ranking this aggregated compensation measure for our employees (excluding our Chief Executive Officer) from highest to lowest. Salaries or wages for those employees hired during 2023 were annualized. Once the median employee was identified, we calculated the median employee’s annual total compensation in accordance with the rules applicable to the Summary Compensation Table. The total compensation for 2023 for our median employee, identified as discussed above, was $364,766. Our Chief Executive Officer’s compensation as reported in the Summary Compensation Table was $9,127,419. Therefore, our pay ratio is approximately 25 to 1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  50. Director Compensation

    Director Compensation

  51. Director Compensation

    Director Compensation The following table sets forth information concerning compensation accrued or paid to our independent, non-employee directors during the year ended December 31, 2023 for their service on our Board. Directors who are also our employees receive no additional compensation for their service as directors and are not set forth in the table below:

  52. Director Compensation

    | | Fees earned | | | | | or paid | Stock | | | | in cash | awards | Total | | Name | ($) | ($)(1)(3) | ($) | | Dennis G. Podlesak | 189,426 | 913,600 | 1,103,026 | | Martin H. Huber, M.D. | 59,770 | 456,800 | 516,570 | | Jennifer Jarrett | 57,054 | 456,800 | 513,854 | | Keith A. Katkin | 124,221 | 456,800 | 581,021 | | Pierre Legault | 118,789 | 456,800 | 575,589 | | William Meury | 43,470 | 456,800 | 500,270 | | Briggs W. Morrison, M.D. (2) | 30,912 | — | 30,912 |

  53. Director Compensation

    ___________ (1) The amounts reported in this column represent the aggregate grant date fair value of Deferred RSUs granted to our non-employee directors during 2023 as computed in accordance with ASC 718, not including any estimates of forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the Deferred RSUs reported in this column are set forth in note 13 to our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2024. The amounts reported in this column do not reflect the actual economic value that may be realized by the non-employee directors. None of our non-employee directors received stock options in 2023. (2) Dr. Morrison became a non-employee director in April 2023, following his resignation as our President, Head of Research and Development. As such he did not receive a stock award for his service as a non-employee director in 2023 and the Company prorated his earned cash compensation. (3) The following table provides information regarding the aggregate number of equity awards granted to our non-employee directors that were outstanding as of December 31, 2023:

  54. Director Compensation

    | | Option Awards | Stock Awards | | | Outstanding | Outstanding | | Name | at Year-End | at Year-End | | Dennis G. Podlesak | 192,600 | 64,000 | | Martin H. Huber, M.D. | 35,000 | 32,000 | | Jennifer Jarrett | 83,000 | 32,000 | | Keith A. Katkin | 73,000 | 32,000 | | Pierre Legault | — | 32,000 | | William Meury | — | 32,000 | | Briggs W. Morrison, M.D. | 807,017 | — |

  55. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with Item 402(v) of Regulation S-K, adopted by the SEC pursuant to the Dodd-Frank Act, we are providing the following disclosure regarding the relationship between “compensation actually paid” (“CAP”) to our principal executive officers (“PEOs”) and our non-PEO NEOs and certain financial performance of the Company for the fiscal years listed below. The Compensation Committee did not specifically consider the pay versus performance information presented in this section in making its pay decisions for any of the years shown.

  56. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for First PEO (1)($) | CAP to First PEO (1)(2)(3) ($) | Summary Compensation Table Total for Second PEO (1)($) | CAP to Second PEO (1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1)($) | Average CAP to Non-PEO NEOs (1)(2)(3) ($) | Value of Initial Fixed $100 Investment Based on (4): | | Net Income ($ Millions) | Stock Price (5) ($) | | | | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | — | — | 9,127,419 | 5,206,486 | 3,028,652 | 1,953,597 | 246.13 | 118.87 | (209.4) | 21.61 | | 2022 | 2,374,171 | 3,475,750 | 4,113,476 | 6,278,969 | 2,356,288 | 3,210,130 | 289.86 | 113.65 | (149.3) | 25.45 | | 2021 | 3,904,316 | 2,871,757 | — | — | 2,556,999 | 1,873,217 | 249.32 | 126.45 | 24.9 | 21.89 | | 2020 | 2,165,397 | 7,604,962 | — | — | 2,539,448 | 5,582,043 | 253.30 | 126.42 | (73.2) | 22.24 |

  57. PAY VERSUS PERFORMANCE

    (1) Briggs W. Morrison (referred to in these tables as the “First PEO”) was our PEO from June 2015 to February 2022, and Michael A. Metzger (referred to in these tables as the “Second PEO”) has been our PEO since February 2022. The individuals comprising the non-PEO NEOs for each year presented are listed below:

  58. PAY VERSUS PERFORMANCE

    | 2020 | 2021 | 2022 | 2023 | | Michael A. Metzger | Michael A. Metzger | Luke J. Albrecht | Luke J. Albrecht | | Daphne Karydas | Anjali Ganguli | Keith A. Goldan | Neil Gallagher, M.D., Ph.D. | | | Daphne Karydas | Catherine Madigan, M.D. | Keith A. Goldan | | | | Alexander Nolte | Catherine Madigan, M.D. | | | | Steve M. Sabus | |

  59. PAY VERSUS PERFORMANCE

    (2) The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. CAP reflects the exclusions and inclusions of certain amounts for the PEOs and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards and Option Awards” column are the totals from the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table.

  60. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Stock Awards and Option Awards for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) | CAP to Second PEO ($) | | 2023 | 9,127,419 | (8,023,803) | 4,102,870 | 5,206,486 | | Year | Average Summary of Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Options Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average CAP to Non-PEO NEOs ($) | | 2023 | 3,028,652 | (2,394,692) | 1,319,637 | 1,953,597 |

  61. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  62. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Changes in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Total-Inclusion of Equity Values for Second PEO ($) | | 2023 | 4,316,548 | (538,770) | 1,152,743 | (827,651) | 4,102,870 | | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total-Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,731,000 | (357,426) | 224,926 | (278,863) | 1,319,637 |

  63. PAY VERSUS PERFORMANCE

    For the values of equity awards in the above tables, the values of the February 2, 2022 performance-based stock option award uses an assumption or methodology that differs materially from those disclosed as of the grant date. That award was originally valued using a Black-Scholes model and are valued for purposes of this table using a Monte Carlo model for the stock price hurdle position of the award. (4) The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined the Stock Price to be the most important financial performance measure used to l ink Company performance to CAP to the Second PEO in 2023. The amounts in the column represents the closing represents the closing price of our stock on the last trading date of the listed year. The Board made an award of performance-based stock options to the First PEO and Second PEO, and half of those stock options vest upon our stock closing at or above $30 per share. We may determine a different financial performance measure to be the most important financial performance measure in future years. For purposes of this disclosure, there was no financial performance measure used to link Company performance to CAP to our non-PEO NEOs in 2023.

  64. Indemnification of Directors and Officers

    Indemnification of Directors and Officers We entered into indemnification agreements with each of our current directors and executive officers. See the section titled “Executive Officer and Director Compensation—Limitation on Liability and Indemnification Agreements.”