DEF 14A of Regenxbio Inc., Apr 4, 2024

DEF 14A of Regenxbio Inc.

Filed Apr 4, 2024 · FY20230000950170-24-041805

Open on EDGAR

  1. TABLE OF CONTENTS

    | PROXY STATEMENT SUMMARY | 3 | | PROPOSAL 1: ELECTION OF DIRECTORS | 6 | | CORPORATE GOVERNANCE | 10 | | DIRECTOR COMPENSATION | 19 | | PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 21 | | AUDIT COMMITTEE REPORT | 23 | | PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 24 | | INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 25 | | EXECUTIVE COMPENSATION | 26 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 49 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 52 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING | 53 | | OTHER MATTERS | 58 | | CONTACT INFORMATION FOR QUESTIONS AND ASSISTANCE WITH VOTING | 59 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Under our Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws ("the Bylaws"), the Board is divided into three classes of roughly equal size. The members of each class are elected to serve a three-year term with the term of office of each of the three classes ending in successive years. Pursuant to our Bylaws, the Board has fixed the current number of directors at nine. George Migausky, Kenneth T. Mills and David C. Stump, M.D., are the three Class III directors whose terms expire at this Annual Meeting. The Board has nominated Messrs. Migausky, Mills and Dr. Stump (collectively, the “nominees” and each, a “nominee”) to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or other removal. Each of the nominees was recommended for election by the Nominating and Corporate Governance Committee, and each such recommendation was approved unanimously by the Board. Shares represented by signed proxy cards will be voted on Proposal 1 “For” the election of Messrs. Migausky, Mills and Dr. Stump to the Board at the Annual Meeting, unless otherwise marked on the card. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares represented by proxy will be voted for the election of a substitute nominee designated by the current Board, unless otherwise marked on the card. Messrs. Migausky, Mills and Dr. Stump have each agreed to serve as a director if elected. We have no reason to believe that any of the nominees will be unable to serve if elected. Certain information about each of the nominees is furnished below, including their business experience, public company director positions held currently or at any time during the last five years and the experience, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the nominees should continue to serve as directors. Our directors have a diverse set of skills and experience on the board, including: • all of our directors have life sciences experience, including with respect to gene therapy; • all of our directors have deep public company or executive leadership experience; • four of our directors have experience in medicine, science, academia or research; • three of our directors have finance, accounting or IT experience; • two of our directors have regulatory, public policy or legal experience; • three of our directors have commercial experience and; • four of our directors have international experience.

  3. ELECTION OF DIRECTORS

    | Name | Age | Positions and Offices Held with Company | Director Since | | George Migausky | 69 | Director | 2021 | | Kenneth T. Mills | 49 | Director, President and Chief Executive Officer | 2009 | | David C. Stump, M.D. | 74 | Director | 2015 |

  4. ELECTION OF DIRECTORS

    George Migausky has been a Director since September 2021. Mr. Migausky has more than 30 years of experience in the life sciences industry, having served as Chief Financial Officer for several public biopharmaceutical and clinical diagnostic companies. From April 2017 to September 2017, Mr. Migausky served as interim Chief Financial Officer for Ocular Therapeutix, Inc., a biopharmaceutical company. Prior to that, he served as Chief Financial Officer of Dyax Corp., a biopharmaceutical company, from August 2008 through the company’s acquisition by Shire plc in January 2016. Prior to that, Mr. Migausky served as Chief Financial Officer of Wellstat Management Company, a biotechnology company, from 2007 to 2008, and Chief Financial Officer of IGEN International, Inc., a biotechnology company, and BioVeris Corporation, a diagnostics company, from 1986 through their acquisitions by F. Hoffman LaRoche in 2004 and 2007, respectively. Mr. Migausky has served as a director at Immunovant, Inc., a publicly held biopharmaceutical company, since December 2019. He has also served as a trustee at the Massachusetts Eye and Ear Institute since 2015. Mr. Migausky previously served as a director at Dimension Therapeutics, Inc. from June 2015 through the company’s acquisition by Ultragenyx Pharmaceutical Inc. in November 2017, and at Abeona Therapeutics Inc. from June 2020 to September 2020 and at Hyperion Catalysis International, a privately held electrical manufacturing company, from 2008 to August 2022. He received a B.S. from Boston College and an M.B.A. from Babson College. Mr. Migausky has specific attributes that qualify him to continue to serve as a member of the Board, including his significant experience in executive leadership positions in the life sciences industry and serving on the boards of directors and audit committees of publicly traded biopharmaceutical companies. Kenneth T. Mills has been our President, Chief Executive Officer and Director since March 2009. Mr. Mills was with FOXKISER, most recently as a Partner, from January 2007 to January 2015. Mr. Mills was previously the Chief Financial Officer and Vice President of Business Development at Meso Scale Diagnostics, a life sciences company, from January 2004 to December 2006 and was part of the original management team that established the company’s operations and financing strategy. From March 1997 to December 2003, Mr. Mills was employed at IGEN International, Inc., a biotechnology company, where he served as Director of Business Development up through the company’s acquisition by Roche. Mr. Mills received an S.B. in Chemistry from the Massachusetts Institute of Technology. Mr. Mills’ qualifications to continue to serve as a member of the Board include his extensive experience as an executive in the gene therapy and biotechnology industries, including as President and Chief Executive Officer of our Company, his prior service as a senior-level executive in both early stage and mature biotechnology companies and his demonstrated business judgment. David C. Stump, M.D., has been a Director since October 2015. From November 1999 to December 2012, Dr. Stump was with Human Genome Sciences, Inc., a biopharmaceutical company, as Executive Vice President, Research and Development from May 2007 to December 2012, Executive Vice President, Drug Development from December 2003 to May 2007 and Senior Vice President, Drug Development from November 1999 to December 2003. Prior to joining Human Genome Sciences, Dr. Stump held roles of increasing responsibility at Genentech, Inc., a biopharmaceutical company, from 1989 to 1999, including Vice President, Clinical Research and Genentech Fellow. Prior to joining Genentech, Dr. Stump was an Associate Professor of Medicine and Biochemistry at the University of Vermont. Dr. Stump has served as a director at MacroGenics, Inc., a publicly held biopharmaceutical company, since September 2013. He also currently serves on the board of trustees of Earlham College. Dr. Stump previously served as a director at Sunesis Pharmaceuticals, Inc. from June 2006 to February 2021, Portola Pharmaceuticals, Inc. from September 2015 to July 2020 and Dendreon Corporation, a biotechnology company, from June 2010 to June 2015. Dr. Stump holds an A.B. from Earlham College and an M.D. from Indiana University and completed his residency and fellowship training in internal medicine, hematology, oncology and biochemistry at the University of Iowa. Dr. Stump has specific attributes that qualify him to continue to serve as a member of the Board, including his substantial medical and scientific background and expertise, his extensive experience in research and development and operations in the biotechnology industry and his prior service on public company boards. Directors are elected by a plurality of the votes cast at the Annual Meeting. The three nominees receiving the highest number of “For” votes will be elected. Abstentions and broker non-votes will have no effect on the outcome of the election of directors at the Annual Meeting.

  5. Recommendation of the Board

    Recommendation of the Board The Board unanimously recommends a vote “For” each director nominee.

  6. Continuing Directors Not Standing for Election

    Continuing Directors Not Standing for Election Certain information about those directors whose terms do not expire at the Annual Meeting is furnished below, including their business experience, public company director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the directors should serve as one of our directors. The term of the Class I directors will expire at the 2025 annual meeting of stockholders, and the term of the Class II directors will expire at the 2026 annual meeting of stockholders.

  7. Continuing Directors Not Standing for Election

    | Name | Age | Positions and Offices Held with Company | Director Since | | Jean Bennett, M.D., Ph.D. | 69 | Director | 2021 | | Allan M. Fox | 76 | Chairman of the Board | 2009 | | Alexandra Glucksmann, Ph.D. | 65 | Director | 2018 | | A.N. “Jerry” Karabelas, Ph.D. | 71 | Lead Independent Director | 2015 | | Daniel Tassé | 64 | Director | 2016 | | Jennifer Zachary | 46 | Director | 2022 |

  8. Class I Directors (Terms Expire in 2025)

    Class I Directors (Terms Expire in 2025) Allan M. Fox has been the Chairman of the Board since July 2020 and a Director since February 2009. Mr. Fox is the founding partner of FOXKISER, a firm committed to the strategic development of transformative innovations from biomedical research, which was formed in September 1986. Mr. Fox specializes in identifying business opportunities and improving competitive market positions. Through FOXKISER, he has participated in the formation and development of numerous ventures in the public and private sectors, including the founding of REGENXBIO and Dimension Therapeutics, Inc. Before forming FOXKISER, Mr. Fox co-led the establishment of the Washington office of the law firm of Kaye Scholer. While in the public sector, Mr. Fox served as Chief of Staff and Chief Legislative Assistant to U.S. Senator Jacob K. Javits of New York. He also served as Chief Counsel to the United States Senate Health and Scientific Research Subcommittee, chaired by Senator Edward M. Kennedy. Mr. Fox was a Fellow in Law, Science and Medicine at Yale Law School where he received an LL.M. degree. Mr. Fox also holds a J.D. and B.A. from Temple University. Mr. Fox has specific attributes that qualify him to continue to serve as a member of the Board, including his broad experience in providing strategic advice to and investing in biotechnology companies throughout their life cycles, his expertise in identifying business opportunities, his deep experience with REGENXBIO since the time of its founding and his current and prior service on boards of directors. Alexandra Glucksmann, Ph.D., has been a Director since May 2018. Dr. Glucksmann has served as CEO and President of Sensorium Therapeutics, a privately held biotechnology company, since December 2023 and has served as a director at Scenic Biotech BV, a privately held biotechnology company, since September 2017. From April 2018 to November 2022, Dr. Glucksmann served as the President and Chief Executive Officer and a director at Cedilla Therapeutics, Inc., a privately held biotechnology company, and from October 2017 to March 2018, Dr. Glucksmann was an Entrepreneur-in-Residence at Third Rock Ventures, LLC, a privately held healthcare venture firm, where she focused on company formation. She was also a founding employee of Editas Medicine, Inc., a publicly held biotechnology company, and served as its Chief Operating Officer from October 2013 to March 2017. Prior to that, Dr. Glucksmann was a founding employee of Cerulean Pharma Inc., a publicly held biotechnology company, and served as its Senior Vice President of research and business operations from September 2006 to June 2013. From August 2006 to May 2015, she served as a director at Taconic Biosciences, Inc. Dr. Glucksmann received a B.S. in Bacteriology from the University of Wisconsin-Madison and a Ph.D. in Molecular Genetics and Cell Biology from the University of Chicago, and she completed her postdoctoral fellowship at the Massachusetts Institute of Technology. Dr. Glucksmann’s qualifications to continue to serve as a member of the Board include her extensive experience in senior management positions at biotechnology companies, particularly her experience in the formation and development of biotechnology companies. Jennifer Zachary has been a Director since June 2022. Ms. Zachary currently serves as the Executive Vice President and General Counsel of Merck & Co., Inc. In this role, she serves as a legal advisor to Merck’s directors and executives, leads the company’s office of general counsel and sets the company’s global legal strategy. She is also responsible for the company’s compliance, global safety and environment, and global security functions. Prior to joining Merck, Ms. Zachary was a partner at the international law firm Covington & Burling, LLP. She practiced in the area of pharmaceutical and medical device regulatory law and advised a wide range of manufacturers and trade associations on compliance with government requirements for the development, manufacture and sale of their products. Prior to that, Ms. Zachary served as an Associate Chief Counsel for enforcement at the FDA and as a Special Assistant U.S. Attorney in the Civil Division of the U.S. Attorney’s Office for the District of Columbia. Ms. Zachary holds a B.S./B.A. in biology and chemistry from Arizona State University and a J.D. from Harvard Law School. Ms. Zachary has specific attributes that qualify her to continue to serve as a member of the Board, including her government service related to health care and regulatory compliance, experience in senior management positions at a large biopharmaceutical company and a global law firm, and her strong knowledge of strategic, legal and regulatory issues.

  9. Class II Directors (Terms Expire in 2026)

    Class II Directors (Terms Expire in 2026) Jean Bennett, M.D., Ph.D., has been a Director since September 2021. Dr. Bennett has been the F.M. Kirby Emeritus Professor of Ophthalmology at the Perelman School of Medicine at the University of Pennsylvania since July 2021, where she was previously a professor for 17 years. She also served as director of the Center for Advanced Retinal and Ocular Therapeutics at the University of Pennsylvania from July 2014 to June 2023. In addition to Dr. Bennett’s positions at the University of Pennsylvania, she has been an Investigator at the Center for Cellular and Molecular Therapeutics at The Children’s Hospital of Philadelphia for more than a decade. She also co-founded life science companies Spark Therapeutics (acquired by Roche), GenSight Biologics, Limelight Bio and Opus Genetics. Dr. Bennett has published or contributed to more than 120 peer-reviewed publications on gene therapy, including her pioneering work on gene therapy delivery of RPE65, which was foundational to the approval of Luxturna, the first gene therapy product approved by the U.S. Food and Drug Administration (the “FDA”). Dr. Bennett received a B.S. in Biology from Yale University, a Ph.D. in Zoology and Cell Biology from the University of California, Berkeley and an M.D. from Harvard University. She also completed postdoctoral fellowships in Radiobiology and Environmental Health at the University of California, San Francisco, Human Genetics at Yale School of Medicine and Development Genetics at The Johns Hopkins University School of Medicine. Dr. Bennett’s work as a leading molecular genetics researcher and her past experience in drug development, provides her with deep medical and scientific experience and with life sciences expertise, particularly in the field of retinal gene therapy. A.N. “Jerry” Karabelas, Ph.D., has been the Lead Independent Director since July 2020 and a Director since May 2015. Dr. Karabelas has been a Venture Partner at Apple Tree Partners, a life sciences venture capital firm, since January 2021, prior to which he was a Partner at Care Capital, LLC (“Care Capital”), a life sciences venture capital firm, from December 2001 to December 2020. Before joining Care Capital, Dr. Karabelas was Chairman at Novartis BioVentures Fund, which is owned by Novartis AG (“Novartis”), a provider of capital for life sciences companies across the biotech, medical devices and diagnostics industries, prior to which he was the Chief Executive Officer of Novartis Pharma AG, which is also owned by Novartis. Before joining Novartis, Dr. Karabelas was Executive Vice President, Worldwide Pharmaceuticals of SmithKline Beecham, where he was responsible for U.S. and European operations, regulatory and strategic marketing. Dr. Karabelas also serves as a director at Braeburn Pharmaceuticals, Inc., a privately held pharmaceutical company, since September 2015. He previously served as director at Bausch Health Companies from 2016 until 2023, Chairman at Polyphor AG, a pharmaceutical company, from June 2013 to November 2019 and Inotek Pharmaceuticals Corporation from July 2012 to June 2016. In connection with his work at Care Capital, Dr. Karabelas previously served on numerous boards of directors of pharmaceutical and therapeutics companies, including Renovo, plc, Vanda Pharmaceuticals, Inc. and NitroMed, Inc. Dr. Karabelas also previously served as Chairman at SkyePharma, plc and Human Genome Sciences. Dr. Karabelas received a B.S. from the University of New Hampshire and a Ph.D. from the Massachusetts College of Pharmacy. Dr. Karabelas's senior management positions at commercial and development-stage biopharmaceutical companies, strong knowledge of strategic and regulatory issues, his insight into international operations and his international perspective on the life sciences industry and healthcare related issues provides him with deep executive leadership, medical, life sciences, regulatory, international and commercial expertise. Daniel Tassé has been a Director since August 2016. Mr. Tassé has served as the Chief Executive Officer and a director of DBV Technologies SA, a publicly held biopharmaceutical company, since November 2018. From March 2016 to March 2019, he was the Chairman of Alcresta Therapeutics, Inc. (“Alcresta”), a privately held biopharmaceutical company, and from March 2016 to November 2018, he was the Chairman and Chief Executive Officer of Alcresta. Mr. Tassé previously served as a director at Indivior PLC, from August 2014 to May 2021, Bellerophon Therapeutics, Inc. from December 2013 to May 2019 and HLS Therapeutics Inc. from March 2018 to March 2019. Prior to the acquisition of Ikaria Inc. (“Ikaria”) by Mallinckrodt Pharmaceuticals in April 2015, Mr. Tassé was President, Chief Executive Officer and Chairman of Ikaria and served as the Interim Chief Executive Officer and President of Bellerophon from February 2014 to June 2014. Previously, Mr. Tassé was the General Manager of the Pharmaceuticals and Technologies Business Unit of Baxter International, Inc. and Vice President and Regional Director for Australasia at GlaxoSmithKline plc. Mr. Tassé was a member of the Health Section Governing Board of the Biotechnology Industry Organization, where he participated on the bioethics, regulatory environment and reimbursement committees. Additionally, Mr. Tassé was a member of the board of directors of the Pharmaceutical Research and Manufacturers of America, where he participated on the FDA and biomedical research committee. Mr. Tassé received a B.Sc. in Biochemistry from the University of Montreal. Mr. Tassé has an extensive track record of business building in the healthcare industry, a strong background in commercial operations, global management experience and a detailed knowledge of the life sciences industry, which provides him with a breadth of executive leadership, life sciences and international experience.

  10. Information Regarding the Board of Directors and its Committees

    Information Regarding the Board of Directors and its Committees As required under Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for each of the Board committees during 2023:

  11. Information Regarding the Board of Directors and its Committees

    | Committee | Chair | Non-Chair Members | Number of Meetings in 2023 | | Audit Committee | George Migausky | Jennifer Zachary David C. Stump, M.D. | 6 | | Compensation Committee | Daniel Tassé | A.N. “Jerry” Karabelas, Ph.D. Alexandra Glucksmann, Ph.D. | 7 | | Nominating and Corporate Governance Committee | David C. Stump, M.D. | Jean Bennett, M.D., Ph.D. | 4 |

  12. Information Regarding the Board of Directors and its Committees

    Below is a description of each committee of the Board. The Board has determined that each member of the Audit, Compensation and Nominating and Corporate Governance Committees meets applicable rules and regulations regarding “independence” and that each such member is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company.

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Board determines the compensation of our non-employee directors in conjunction with recommendations made by the Compensation Committee. We use a combination of cash and share-based compensation to attract and retain qualified candidates to serve on the Board. Kenneth T. Mills, our President and CEO and a member of the Board, did not receive any compensation from us during our fiscal year ended December 31, 2023 for his service as a director and is not included in the 2023 Director Compensation Table below.

  14. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth a summary of the compensation we paid to our non-employee directors in 2023:

  15. 2023 Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Total ($) | | Jean Bennett, M.D., Ph.D. | 50,000 | 68,744 | 206,240 | 324,984 | | Allan M. Fox | 80,000 | 68,744 | 206,240 | 354,984 | | Alexandra Glucksmann, Ph.D. | 52,500 | 68,744 | 206,240 | 327,484 | | A.N. “Jerry” Karabelas, Ph.D. | 77,500 | 68,744 | 206,240 | 352,484 | | George Migausky | 65,000 | 68,744 | 206,240 | 339,984 | | David C. Stump, M.D. | 65,000 | 68,744 | 206,240 | 339,984 | | Daniel Tassé | 60,000 | 68,744 | 206,240 | 334,984 | | Jennifer Zachary | 55,000 | 68,744 | 206,240 | 329,984 |

  16. 2023 Director Compensation Table

    (1) Amounts represent the aggregate grant date fair value of RSUs or options, as applicable, granted during the 2023 fiscal year calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See Note 11, “Stock-based Compensation,” to the financial statements included in our Annual Report for a discussion of the assumptions we made in determining the grant date fair value of our equity awards. As of December 31, 2023, our non-employee directors held the following unvested RSUs and outstanding options to purchase shares of our common stock:

  17. 2023 Director Compensation Table

    | Name | Aggregate Number of Unvested RSUs | Aggregate Number of Options Outstanding | | Jean Bennett, M.D., Ph.D. | 3,486 | 53,216 | | Allan M. Fox | 3,486 | 125,716 | | Alexandra Glucksmann, Ph.D. | 3,486 | 88,216 | | A.N. “Jerry” Karabelas, Ph.D. | 3,486 | 150,091 | | George Migausky | 3,486 | 53,216 | | David C. Stump, M.D. | 3,486 | 125,716 | | Daniel Tassé | 3,486 | 113,216 | | Jennifer Zachary | 7,499 | 47,631 |

  18. Compensation Philosophy and Objectives

    | Attract, Motivate and Retain Highly Qualified Executives | • Our compensation program is designed to attract, motivate and retain highly experienced individuals who are recognized as best-in-class. • We believe we provide a total compensation package that is competitive with our peer group. | | Align the Interests of Executives with the Interests of Stockholders | • Our compensation program is designed to align the compensation realized by our executives with the value realized by our stockholders. • We provide our executives with equity accumulation opportunities, which typically include an equity grant upon joining the Company. This is intended to ensure the alignment of the interests of each new executive with the interests of our stockholders. A significant portion of our NEOs’ total compensation in 2023 was based on stock options and RSUs. • Our stock options generally vest over a four-year period, with 25% of the shares vesting after 12 months from the date of grant and the balance vesting in equal monthly installments over the 36 months thereafter, provided that the optionee provides continuous service to the Company. • Our RSUs generally vest over a four-year period, with 25% of the shares vesting on each of the first, second, third and fourth anniversaries of the first day of the month in which the RSU was granted, provided that the recipient provides continuous service to the Company. | | Pay for Performance | • Our compensation program is designed to reward our executives for attaining pre-established business and individual goals. The attainment of these goals requires each executive to dedicate time and effort to the Company and use skills and experience to maximize stockholder value. • A significant portion of our executives’ compensation is based on Company and individual performance, and the compensation program is designed to reward both short-term and long-term performance. • Short-term performance of our executives is primarily rewarded through annual cash incentive awards and bonuses, including special bonuses in the event of extraordinary achievements, that reflect the achievement of corporate and individual goals. Long-term performance of our executives is primarily rewarded through stock option awards and RSU awards that become exercisable with continued service to the Company and whose value is tied to the price of our common stock. | | Use Variable, Performance-Based, and At-Risk Compensation to Reward Executives for Meeting Strategic Objectives | • As shown in the following charts, our compensation program is designed such that a significant portion of executive compensation is based on variable, performance-based, and at-risk compensation, such as annual cash incentive awards, stock option awards and RSU awards. • We believe this mix of compensation best aligns the interests of our executives with those of our stockholders and contributes to both the achievement of short-term goals and the advancement of our long-term strategy. • In 2023, 88% of our President and CEO’s total compensation was variable, performance-based and at-risk and an average of 82% of our other NEOs’ total compensation was variable, performance-based and at-risk. |

  19. Compensation Philosophy and Objectives

    2021 CEO Compensation Cash Incentive Awards 5% All Other Compensation 1% Salary 7% Special Bonus 7% RSU Awards 21% Option Awards 59% 2021 Variable Performance-Based vs Guaranteed CEO Compensation Guaranteed Compensation (Salary and All Other Compensation) 8% Variable Performance-Based Compensation (Option Awards RSU Awards Special One Time Bonus and Cash Incentive Awards) 92% 2021 All Other NEO Compensation Cash Incentive Awards7% All Other Compensation Salary1% Salary 14% Special Bonus 10% RSU Awards 18% Option Awards 50% 2021 Variable Performance-Based vs Guaranteed All Other NEO Compensation Guaranteed Compensation (Salary and All Other Compensation) 15% Variable Performance Based Compensation (Option Awards RSU Awards Special One Time Bonus and Cash Incentive Awards) 85%

  20. Oversight and Operation of our Executive Compensation Program

    | What We Do: | What We Don’t Do: | | ✓ Periodic review of performance metrics: Our Compensation Committee establishes the performance metrics that govern incentive compensation near the beginning of each year and reviews achievement of these metrics shortly following the end of each year. | ϰ Provide uncapped cash incentive payouts: Payouts under our annual short-term cash incentive program are capped for both corporate and individual performance, which discourages excessive risk-taking while encouraging the achievement of goals in the short-term. | | ✓ Maintain an industry-specific peer group for benchmarking pay: Our Compensation Committee periodically selects publicly traded biopharmaceutical companies to comprise our peer group for benchmarking compensation. | ϰ Provide excessive benefits or perquisites: Our NEOs are not entitled to any excessive benefits or perquisites. | | ✓ Deliver executive compensation primarily through performance-based pay: Our executive compensation program rewards performance in a variety of ways, with the aim of arriving at a balanced assessment for each executive based on his or her contribution to the Company’s strategic objectives. The program balances short-term pay opportunities through base salary and annual cash incentives with long-term incentive opportunities through equity awards, and the program balances fixed compensation through base salary with variable, performance-based compensation through annual cash incentives and equity awards. The majority of our executives’ compensation is variable and based on Company and individual performance. | ϰ Allow hedging, pledging or “short-sale” transactions: We prohibit directors, officers, employees and certain other individuals from engaging in hedging transactions involving the Company’s securities, “short sales” of the Company’s securities (sales of securities not already owned) and pledging of any Company securities without the prior approval of the Company. | | ✓ Set challenging cash incentive goals: Our Compensation Committee sets objectives for determining annual short-term cash incentive payouts which are challenging but attainable, with attainment uncertain. | ϰ No plans that encourage excessive risk-taking: Our Compensation Committee conducts a compensation risk assessment annually. The Compensation Committee believes that the mix of long-term equity incentives, short-term cash incentives and base salary appropriately balances both short-term and long-term performance goals and does not pose a risk that is likely to have a material adverse impact on the Company. | | ✓ Use negative discretion in delivering performance-based pay: Our Compensation Committee can exercise its discretion to reduce or eliminate cash incentive compensation payouts and equity awards. | | | ✓ Use “double trigger” vesting in the event of a change in control: For our executives, acceleration of stock option vesting, as well as other payments and benefits, will occur upon a “double trigger” in the event of a change in control (i.e., termination without cause or for good reason following a change in control). | |

  21. Oversight and Operation of our Executive Compensation Program

    | ✓ Engage an independent compensation consultant: Our outside compensation consultant is independent, reports directly to the Compensation Committee, advises on compensation levels and practices and conducts an annual review of compensation-related risk. | | ✓ Maintain a Clawback policy for equity and incentive compensation: Our Clawback Policy provides the Board, in the event of an accounting restatement, with discretion to recover any amount of any incentive based compensation (including performance based cash and equity compensation tied to performance objectives) that we pay to our current or former executive officers (see section entitled “Clawback Policy” of this Proxy Statement for additional details). |

  22. Process of Determining Executive Compensation

    Process of Determining Executive Compensation Role of the Compensation Committee. Our Compensation Committee has been delegated the authority by the Board to make determinations regarding all elements of compensation for our executives. The Compensation Committee engages an independent compensation consultant to advise it on the competitiveness of the executive compensation program, including an annual peer group review and annual analysis of all elements of executive compensation for each executive. Compensation packages for each executive are typically finalized and approved at the first Compensation Committee meeting each year. Role of Management. In making executive compensation decisions, our Compensation Committee may solicit input from management as appropriate with respect to individual and Company performance and results. The Compensation Committee receives recommendations and evaluations with respect to the compensation and performance of our executives from our President and CEO (except for his own compensation and performance). The EVP, Chief People Officer works with our compensation consultant to provide any external market data it requires. The Compensation Committee considered assessments from management when making 2023 compensation decisions. Role of the Compensation Consultant. Our Compensation Committee is authorized to select and retain its own independent compensation consultant. The Compensation Committee has retained Willis Towers Watson in this role since April 2019. The compensation consultant has annually conducted a comprehensive assessment of our executive compensation program and pay levels, advised the Compensation Committee on evolving best practices in executive compensation and provided benchmarking data and recommendations. The Compensation Committee conducted an evaluation of Willis Towers Watson and concluded that the engagement did not raise any conflict of interest. Peer Group Data. Our Compensation Committee reviews our peer group annually to ensure it remains relevant and current. Our Compensation Committee, upon advice received from its independent compensation consultant, selected the 14 companies that comprised our peer group for determining 2023 compensation through a screening process that considered publicly traded biopharmaceutical companies similar to us in headcount and market capitalization. Our 2023 peer group companies were as follows:

  23. Elements of Compensation

    | Element | Purpose of Element | | Base salary | Provide NEOs with a market competitive salary that recognizes experience, value and level of contribution to achieving the Company’s objectives | | Annual short-term cash incentive | Motivate and reward NEOs for short-term individual and corporate performance Attract and retain talented NEOs | | Long-term equity incentives | Motivate and reward NEOs for long-term corporate performance Align the interests of NEOs and stockholders, thereby enhancing stockholder value Attract and retain talented NEOs | | Health, welfare and retirement benefits | Provide competitive benefits to protect employees’ and their covered dependents’ health and welfare, and to foster retirement savings | | Severance and change in control benefits | Discourage turnover and allow NEOs to respond to the possibility of a change in control without being influenced by the potential effects of a change in control on their job security |

  24. Base Salary

    Base Salary Our Compensation Committee reviews and sets base salaries for NEOs, other than the President and CEO, on an annual basis in January of each year. Our Board determines the base salary for our President and CEO based on the recommendation of the Compensation Committee. Our Compensation Committee and Board seek to establish and maintain base salaries for each position and level of responsibility that are competitive with those of executives at our peer group companies. In determining the base salary for each executive, the Compensation Committee takes many factors into account, including but not limited to: • the competitive benchmark data provided by the compensation consultant; • the scope and strategic impact of the executive’s responsibilities; • the experience level of the executive; • the executive’s performance against objectives for the year, leadership and contribution to the objectives of the Company; • relative compensation levels between executives; and input from the President and CEO (for each executive other than the President and CEO). Our NEOs were given merit increases to their base salaries in 2023 as a result of their respective performances in 2022. In consideration of the factors described above, the base salaries for our NEOs were adjusted as follows in 2023:

  25. Annual Short-Term Cash Incentive

    Annual Short-Term Cash Incentive We have an annual cash incentive program for all employees, which is intended to align corporate, departmental, and individual goals throughout the Company and to provide an incentive that further ties compensation to achievement of those goals. In establishing targets for the cash incentive awards for our NEOs, the Compensation Committee (and the Board, in the case of our President and CEO) considers cash incentive awards paid to executives in similar positions at our peer group companies. For 2023, target cash incentive award percentages remained the same from the prior year, as reflected in the table below:

  26. Annual Short-Term Cash Incentive

    | Name | Target Cash Incentive Award for 2023 (% of Base Salary) | Target Cash Incentive Award for 2022 (% of Base Salary) | | Kenneth T. Mills | 60% | 60% | | Vit Vasista | 40% | 40% | | Curran Simpson | 40% | 40% | | Stephen Pakola, M.D. | 40% | 40% | | Olivier Danos, Ph.D. | 40% | 40% |

  27. Annual Short-Term Cash Incentive

    For 2023, our Compensation Committee determined that the cash incentive awards for our NEOs, except for our President and CEO, Mr. Mills, would be determined based on corporate and individual objectives. Given Mr. Mills’ more substantial influence on the overall performance of the Company, the Compensation Committee believed it was appropriate and in the best interests of the Company to have Mr. Mills’ cash incentive award be based solely upon the achievement of corporate objectives, and the independent Board members concurred. The Compensation Committee believes that including the achievement of individual goals as a component of our cash incentive award payouts is important to motivate our NEOs other than Mr. Mills, as we continue to progress toward the commercial phase of our Company. For 2023, weightings allocated to corporate and individual objectives were as follows:

  28. Annual Short-Term Cash Incentive

    | Name | Corporate Objectives Weighting | Individual Objectives Weighting | | Kenneth T. Mills | 100% | — | | Vit Vasista | 75% | 25% | | Curran Simpson | 75% | 25% | | Stephen Pakola, M.D. | 75% | 25% | | Olivier Danos, Ph.D. | 75% | 25% |

  29. Annual Short-Term Cash Incentive

    The Company’s annual cash incentive program, which is approved by the Compensation Committee and applicable to all employees, utilizes both a corporate performance multiplier and an individual performance multiplier. The corporate performance multiplier is based on the degree to which the Company’s objectives have been achieved during the relevant year; this multiplier is determined by the Compensation Committee and may range from 0 to 200% of target, provided that, if it is determined to be less than 50% of target, there will be no payout for the portion of our annual incentive program that is attributable to corporate performance. The individual performance modifier is based on the degree to which each employee’s individual objectives have been achieved during the relevant year; this multiplier is approved by the Compensation Committee for each of our NEOs and may range from 0 to 200% of target. Corporate Objectives Near the beginning of each year, our management recommends annual corporate objectives to our Compensation Committee and Board for approval. These objectives serve as the basis for determining our performance against key strategic and operating parameters for the year. The Compensation Committee and the Board approved the corporate objectives and weightings for 2023 as reflected in the table below. At the time of approval, the Compensation Committee believed that these objectives were challenging, but attainable, and that attainment was uncertain.

  30. Annual Short-Term Cash Incentive

    | Corporate Objective | Weighting (% of Corporate Objectives) | | Expand the cumulative value of lead product candidates as represented through net present values of target product profiles and achieve clinical enrollment and regulatory milestones for lead programs | 45% | | Establish leading capabilities for late-stage readiness and origination of new lead product candidates | 20% | | Increase value of early product portfolio and NAV Technology Platform | 15% | | Advance organizational culture objectives as outlined in five-year plan | 10% | | Maintain financial strength of the Company to achieve corporate objectives and expand value of NAV Technology Platform | 10% | | Total | 100% |

  31. Annual Short-Term Cash Incentive

    Individual Objectives Our President and CEO, in consultation with our other NEOs, identified individual objectives for each of our other NEOs near the beginning of 2023 that were specific to each of their respective areas of responsibility and supported meeting our corporate objectives. These individual objectives were then recommended to and approved by our Compensation Committee. At the time of approval, the Compensation Committee believed these objectives were challenging, but attainable, and that attainment was uncertain. Our Compensation Committee, with input from our President and CEO, made a determination following the end of the year as to the level of achievement of the respective individual objectives by each of our NEOs, other than our President and CEO. Determining Payouts of Annual Cash Incentives With respect to our 2023 corporate objectives, our Board and Compensation Committee determined that we achieved a payout percentage of 75% of target based on our corporate performance. When assessing the payouts, the Board and Compensation Committee took into account our overall financial condition at the time and our performance relative to our annual corporate objectives. The Compensation Committee determined that all NEOs were instrumental in meeting our corporate objectives. The determination of the Board and Compensation Committee regarding our performance relative to each corporate objective is shown in the following table:

  32. Annual Short-Term Cash Incentive

    | Corporate Objective | Weighting (% of Corporate Objectives) | Performance Level(1) | Percentage of Corporate Objective Achieved | | Expand the cumulative value of lead product candidates as represented through net present values of target product profiles and achieve clinical enrollment and regulatory milestones for lead programs | 45% | Partially Achieved | 36% | | Establish leading capabilities for late-stage readiness and origination of new lead product candidates | 20% | Partially Achieved | 16% | | Increase value of early product portfolio and NAV Technology Platform | 15% | Partially Achieved | 11% | | Advance organizational culture objectives as outlined in five-year plan | 10% | Partially Achieved | 7% | | Maintain financial strength of the Company to achieve corporate objectives and expand value of NAV Technology Platform | 10% | Partially Achieved | 5% | | Total | 100% | | 75% |

  33. Annual Short-Term Cash Incentive

    A set of milestones were delayed and partially achieved, due to revised plans, inclusive of restructuring and focus on prioritized plans. Therefore, management recommended to the Board of Directors, a partially achieved across a set of corporate objectives. Based on the Company’s level of performance in 2023 relative to our corporate goals, and based on the level of performance of each NEO other than our President and CEO in 2023 relative to individual goals, our NEOs earned the cash incentive awards shown in the following table for 2023:

  34. Annual Short-Term Cash Incentive

    | | | | Allocation of Cash Incentive Award | | Percentage of Objective Achieved | | | | Name | Base Salary ($) | Target Cash Incentive Award (% of Base Salary) | Corporate Objectives | Individual Objectives | Corporate Objectives | Individual Objectives | Cash Incentive Award for 2023 ($) | | Kenneth T. Mills | 676,790 | 60% | 100% | — | 75% | N/A | 304,555 | | Vit Vasista | 500,018 | 40% | 75% | 25% | 75% | 70% | 147,505 | | Curran Simpson | 512,928 | 40% | 75% | 25% | 75% | 100% | 166,701 | | Stephen Pakola, M.D. | 498,156 | 40% | 75% | 25% | 75% | 90% | 156,919 | | Olivier Danos, Ph.D. | 502,257 | 40% | 75% | 25% | 75% | 90% | 158,211 |

  35. Long-term Equity Incentives

    Long-term Equity Incentives Equity awards are crucial to a competitive compensation program for executives because they act as a powerful retention incentive. Equity ownership in our Company by our NEOs also aligns the interests of our NEOs with those of our stockholders and rewards our NEOs for their contributions to our long-term success. In determining the equity incentive awards for our NEOs in 2023, our Board, with respect to our President and CEO, and our Compensation Committee, with respect to our other NEOs, considered the roles and performance of each NEO as well as the benchmarking data and recommendations of the Compensation Committee’s independent compensation consultant, which included information regarding equity compensation received by executives at peer group companies, as well as broader survey data. In 2023, our NEOs were given the option to receive their annual equity awards allocated as follows, with the total estimated grant date fair value of the equity awards being equal in each case: (i) 50% stock options and 50% RSUs, (ii) 75% stock options and 25% RSUs, or (iii) 100% stock options. We believe this optionality allows our NEOs to maximize the potential value of their equity awards based on individual circumstances and maintains alignment of the interests of our NEOs with those of our stockholders. Based on the considerations above and elections by each officer, our NEOs received the following stock option and RSU awards in 2023:

  36. Long-term Equity Incentives

    | | | Stock Awards | | Option Awards | | | | | Name | Grant Date | Number of Shares | Grant Date Fair Value(1) | Exercise Price(2) | Number of Shares | Grant Date Fair Value(1) | Total Grant Date Fair Value(1) | | Kenneth T. Mills | 1/3/2023 | 54,753 | $1,218,254 | $22.25 | 264,932 | $3,698,138 | $4,916,393 | | Vit Vasista | 1/3/2023 | 46,174 | $1,027,372 | $22.25 | 66,233 | $924,535 | $1,951,906 | | Curran Simpson | 1/3/2023 | 67,945 | $1,511,776 | $22.25 | 52,986 | $739,622 | $2,251,398 | | Stephen Pakola, M.D. | 1/3/2023 | 90,588 | $2,015,583 | $22.25 | 44,155 | $616,352 | $2,631,935 | | Olivier Danos, Ph.D. | 1/3/2023 | 65,930 | $1,466,943 | $22.25 | 52,986 | $739,622 | $2,206,565 |

  37. Long-term Equity Incentives

    (1) Amounts represent the aggregate grant date fair value of options and/or RSUs, as applicable, granted during 2023 calculated in accordance with FASB ASC Topic 718. See Note 11, “Stock-based Compensation,” to the financial statements included in our Annual Report for a discussion of the assumptions we made in determining the grant date fair value of our equity awards. (2) Based on the closing price of our common stock on the grant date. Shares of our common stock underlying the options in the above table will vest over a four-year period, with 25% of the shares vesting after 12 months from the date of grant and the balance vesting in equal monthly installments over the 36 months thereafter, provided that the optionee provides continuous service to the Company. Shares of our common stock underlying the RSUs in the above table will vest over a four-year period, with 25% of the shares vesting on each of the first, second, third and fourth anniversaries of the first day of the month in which the RSU was granted, provided that the recipient provides continuous service to the Company. The Board, with respect to our President and CEO, and the Compensation Committee, with respect to our other NEOs, has also granted stock options and RSUs from time to time outside of our annual equity incentive awards and one-time awards upon joining the Company, in recognition of an NEO’s expanded role or continuing contributions to the Company’s performance. No such grants were made in 2023.

  38. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We have entered into employment agreements with each of our NEOs which, among other things, provide for certain severance and change in control payments under certain circumstances. We believe these potential benefits discourage turnover and allow our NEOs to respond to the possibility of a change in control without being influenced by the potential effects of a change in control on their job security. These potential benefits and our employment agreements with our NEOs are described in further detail under “—Employment Agreements and Potential Payments Upon Termination or Change in Control.”

  39. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning the compensation earned by our NEOs during the years ended December 31, 2023, 2022 and 2021:

  40. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Kenneth T. Mills | 2023 | 676,790 | — | 1,218,254 | 3,698,138 | 304,555 | 18,975 | 5,916,713 | | President and CEO | 2022 | 650,759 | — | 1,228,161 | 3,505,846 | 351,410 | 17,538 | 5,753,713 | | | 2021 | 631,805 | 600,000 | 1,843,050 | 5,057,556 | 473,854 | 16,675 | 8,622,941 | | Vit Vasista | 2023 | 500,018 | — | 1,027,372 | 924,535 | 147,505 | 18,975 | 2,618,404 | | EVP, Chief Financial | 2022 | 480,787 | — | 305,359 | 875,493 | 173,083 | 17,538 | 1,852,260 | | Officer | 2021 | 466,783 | 525,000 | 557,628 | 1,535,018 | 245,061 | 16,675 | 3,346,165 | | Curran Simpson | 2023 | 512,928 | — | 1,511,776 | 739,622 | 166,701 | 18,975 | 2,950,002 | | EVP, Chief Operating | 2022 | 474,933 | — | 367,117 | 1,052,652 | 185,224 | 17,538 | 2,097,463 | | Officer | 2021 | 448,050 | 225,000 | 620,586 | 1,701,630 | 235,226 | 16,675 | 3,247,167 | | Stephen Pakola, M.D. | 2023 | 498,156 | — | 2,015,583 | 616,352 | 156,919 | 18,975 | 3,305,985 | | EVP, Chief Medical | 2022 | 478,996 | — | 305,359 | 875,493 | 177,229 | 17,538 | 1,854,615 | | Officer | | | | | | | | | | Olivier Danos, Ph.D. | 2023 | 502,257 | — | 1,466,943 | 739,622 | 158,211 | 118,383 | 2,985,416 | | EVP, Chief Scientific | 2022 | 482,940 | — | 367,117 | 1,052,652 | 178,688 | 66,431 | 2,147,828 | | Officer | 2021 | 455,604 | 100,000 | 521,652 | 1,433,958 | 239,192 | 47,288 | 2,797,694 |

  41. Summary Compensation Table

    (1) Amounts represent a special transaction-related cash performance bonus payment to the applicable NEO in connection with our entry into the Collaboration and License Agreement with AbbVie Inc. to develop and commercialize RGX-314. (2) Amounts represent the aggregate grant date fair value of RSUs or options, as applicable, granted during the respective fiscal year calculated in accordance with FASB ASC Topic 718. See Note 11, “Stock-based Compensation,” to the financial statements included in our Annual Report for a discussion of the assumptions we made in determining the grant date fair value of our equity awards. (3) Amounts represent cash compensation earned under our annual incentive program, based on achievement of corporate and/or individual objectives as determined by the Board or Compensation Committee. Amounts consist of employer matching contributions to our 401(k) plan for all NEOs and, with respect to Dr. Danos, corporate housing costs and related tax gross-up in 2023, 2022 and 2021. The 2023 amount for Dr. Danos consists of corporate housing costs of $68,949, related tax gross-up of $30,459 and employer matching contributions to our 401(k) plan of $18,975.

  42. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information regarding grants of plan-based awards to our NEOs during the year ended December 31, 2023. No other plan-based awards were granted to any of our current or former NEOs during 2023.

  43. 2023 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units(2) | All Other Option Awards: Number of Securities Underlying Options(3) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Kenneth T. Mills | — | — | 406,074 | 812,148 | — | — | — | — | | | 1/3/2023 | — | — | — | 54,753 | 264,932 | 22.25 | 4,916,393 | | Vit Vasista | — | — | 200,007 | 400,014 | — | — | — | — | | | 1/3/2023 | — | — | — | 46,174 | 66,233 | 22.25 | 1,951,906 | | Curran Simpson | — | — | 205,171 | 410,342 | — | — | — | — | | | 1/3/2023 | — | — | — | 67,945 | 52,986 | 22.25 | 2,251,398 | | Stephen Pakola, M.D. | — | — | 199,262 | 398,525 | — | — | — | — | | | 1/3/2023 | — | — | — | 90,588 | 44,155 | 22.25 | 2,631,935 | | Olivier Danos, Ph.D. | — | — | 200,903 | 401,806 | — | — | — | — | | | 1/3/2023 | — | — | — | 65,930 | 52,986 | 22.25 | 2,206,565 |

  44. 2023 Grants of Plan-Based Awards

    (1) Amounts represent the threshold, target and maximum 2023 award opportunities for our NEOs under our annual cash incentive program. See the CD&A for information regarding the criteria applied in determining the amounts payable under the annual cash incentives. The amounts paid are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) Amounts represent the RSUs granted to our NEOs in 2023 pursuant to our 2022 long-term equity incentive program. These RSUs vest over a four-year period, with 25% of the shares vesting on each of the first, second, third and fourth anniversaries of the first day of the month in which the RSU was granted, provided that the recipient provides continuous service to the Company. (3) Amounts represent the options granted to our NEOs in 2023 pursuant to our 2022 long-term equity incentive program. These options vest over a four-year period, with 25% of the shares vesting after 12 months from the date of grant and the balance vesting in equal monthly installments over the 36 months thereafter, provided that the optionee provides continuous service to the Company. Amounts represent the aggregate grant date fair value of RSUs and options granted during 2023 calculated in accordance with FASB ASC Topic 718. See Note 11, “Stock-based Compensation,” to the financial statements included in our Annual Report for a discussion of the assumptions we made in determining the grant date fair value of our equity awards.

  45. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information regarding outstanding and unexercised options and unvested RSUs held by each of our NEOs as of December 31, 2023. The number of shares subject to each award and, where applicable, the exercise price per share, reflects all changes as a result of our capitalization adjustments. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below.

  46. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards(2) | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(3) ($) | | Kenneth T. Mills | 9/17/2014 | 36,316(4) | — | 0.85 | 9/24/2024 | — | — | | | 5/19/2015 | 186,354 | — | 3.76 | 5/19/2025 | — | — | | | 1/28/2016 | 225,000 | — | 13.09 | 1/28/2026 | — | — | | | 1/4/2017 | 130,000 | — | 19.50 | 1/4/2027 | — | — | | | 1/3/2018 | 163,500 | — | 35.80 | 1/3/2028 | — | — | | | 1/3/2019 | 190,000 | — | 40.82 | 1/3/2029 | — | — | | | 1/2/2020 | 264,375 | 5,625 | 38.99 | 1/2/2030 | — | — | | | 1/4/2021 | 135,018 | 50,149 | 44.97 | 1/4/2031 | 20,492 | 367,831 | | | 1/3/2022 | 81,548 | 88,640 | 34.31 | 1/3/2032 | 26,847 | 481,904 | | | 1/3/2023 | — | 264,932 | 22.25 | 1/3/2033 | 54,753 | 982,816 | | Vit Vasista | 5/19/2015 | 20,041 | — | 3.76 | 5/19/2025 | — | — | | | 1/28/2016 | 14,115 | — | 13.09 | 1/28/2026 | — | — | | | 1/4/2017 | 29,167 | — | 19.50 | 1/4/2027 | — | — | | | 1/3/2018 | 55,000 | — | 35.80 | 1/3/2028 | — | — | | | 1/3/2019 | 57,000 | — | 40.82 | 1/3/2029 | — | — | | | 1/2/2020 | 48,958 | 1,042 | 38.99 | 1/2/2030 | — | — | | | 1/4/2021 | 40,979 | 15,221 | 44.97 | 1/4/2031 | 6,200 | 111,290 | | | 1/3/2022 | 20,365 | 22,135 | 34.31 | 1/3/2032 | 6,675 | 119,816 | | | 1/3/2023 | — | 66,233 | 22.25 | 1/3/2033 | 46,174 | 828,823 | | Curran Simpson | 1/3/2018 | 17,128 | — | 35.80 | 1/3/2028 | — | — | | | 1/3/2019 | 46,000 | — | 40.82 | 1/3/2029 | — | — | | | 1/2/2020 | 45,042 | 958 | 38.99 | 1/2/2030 | — | — | | | 1/4/2021 | 45,427 | 16,873 | 44.97 | 1/4/2031 | 6,900 | 123,855 | | | 1/3/2022 | 24,485 | 26,615 | 34.31 | 1/3/2032 | 8,025 | 144,049 | | | 1/3/2023 | — | 52,986 | 22.25 | 1/3/2033 | 67,945 | 1,219,613 | | Stephen Pakola, M.D. | 4/17/2019 | 95,000 | — | 54.72 | 4/17/2029 | — | — | | | 1/2/2020 | 41,713 | 887 | 38.99 | 1/2/2030 | — | — | | | 1/4/2021 | 36,240 | 13,460 | 44.97 | 1/4/2031 | 5,500 | 98,725 | | | 1/3/2022 | 20,365 | 22,135 | 34.31 | 1/3/2032 | 6,675 | 119,816 | | | 1/3/2023 | — | 44,155 | 22.25 | 1/3/2033 | 90,588 | 1,626,055 | | Olivier Danos, Ph.D. | 3/27/2017 | 71,500 | — | 20.35 | 3/27/2027 | — | — | | | 1/3/2018 | 41,250 | — | 35.80 | 1/3/2028 | — | — | | | 1/3/2019 | 48,000 | — | 40.82 | 1/3/2029 | — | — | | | 1/2/2020 | 47,000 | 1,000 | 38.99 | 1/2/2030 | — | — | | | 1/4/2021 | 38,281 | 14,219 | 44.97 | 1/4/2031 | 5,800 | 104,110 | | | 1/3/2022 | 24,485 | 26,615 | 34.31 | 1/3/2032 | 8,025 | 144,049 | | | 1/3/2023 | — | 52,986 | 22.25 | 1/3/2033 | 65,930 | 1,183,444 |

  47. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) Except as otherwise noted, each option vests over a four-year period, with 25% of the shares underlying the option vesting after 12 months from the date of grant and the balance vesting in equal monthly installments over the 36 months thereafter, provided that the optionee provides continuous service to the Company. (2) Except as otherwise noted, each RSU vests over a four-year period, with 25% of the shares underlying the RSU vesting on each of the first, second, third and fourth anniversaries of the first day of the month in which the RSU was granted, provided that the recipient provides continuous service to the Company. (3) Amounts represent the market value, based on the last reported closing price of the Company’s common stock as of December 31, 2023 ($17.95), as reported by Nasdaq, of shares underlying RSUs held as of December 31, 2023. The option vested with respect to 120,394 shares on the vesting commencement date. The option vested with respect to 88,524 shares on the one-year anniversary of the vesting commencement date and vested with respect to an additional 7,377 shares following each month of service following such date. The continued vesting of the option with respect to 233,710 shares subject to the option (the “Mills Contingent Shares”) was conditioned on our completion of a financing in which we raised gross proceeds of not less than $5,000,000 on or before January 1, 2016 (a “Qualified Financing”), which was satisfied upon the consummation of our Series C Preferred Stock financing in January 2015. As such, effective as of the closing of our Series C Preferred Stock financing, the option vested with respect to 25% of the Mills Contingent Shares as of the vesting commencement date. The option vested with respect to 25% of the remaining Mills Contingent Shares on the one-year anniversary of the vesting commencement date and the remaining Mills Contingent Shares vested in 36 equal monthly installments thereafter.

  48. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table shows the number of shares acquired upon option exercise and vesting of stock awards for each NEO during the year ended December 31, 2023.

  49. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) ($) | | Kenneth T. Mills | 45,000 | 720,989 | 19,195 | 435,343 | | Vit Vasista | 35,000 | 573,300 | 5,325 | 120,771 | | Curran Simpson | — | — | 6,125 | 138,915 | | Stephen Pakola, M.D. | — | — | 4,975 | 112,833 | | Olivier Danos, Ph.D. | — | — | 5,575 | 126,441 |

  50. 2023 Option Exercises and Stock Vested

    (1) The value realized is based on the fair market value of the Company’s common stock on the date of exercise minus the exercise price. The amounts set forth do not necessarily represent proceeds actually received by the NEO. The NEO will not realize the estimated value of these awards until the underlying shares are sold. (2) The value realized is based on the fair market value of the Company's common stock on the vesting date. The amounts set forth do not necessarily represent proceeds actually received by the NEO. The NEO will not realize the estimated value of these awards until the underlying shares are sold.

  51. Employment Agreements and Potential Payments upon Termination or Change in Control

    Employment Agreements and Potential Payments upon Termination or Change in Control We have entered into employment agreements with each of our NEOs. Pursuant to each employment agreement, if we terminate the employment of the respective NEO without cause or if such NEO voluntarily resigns for good reason, as described in the respective agreement, then the NEO will be eligible to receive, contingent on timely executing and not revoking a general release of all claims the NEO may have against us and on the NEO returning all of our property in the NEO’s possession, continued payment of base salary in equal monthly installments for either 12 months for Mr. Mills or nine months for our NEOs other than Mr. Mills. In addition, if the NEO elects to continue its health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), we will pay such terminated NEO's monthly COBRA premiums for the same respective period of time. If a terminated NEO obtains employment during the salary continuation period, then we will cease to be obligated to make any further payments to the terminated NEO. The aforementioned severance terms were in effect as of December 31, 2023. On February 1, 2024, the Company entered into new employment agreements with Mr. Danos, Mr. Pakola and Mr. Simpson modifying the timeframe for salary continuation associated with certain involuntary termination events. If we terminate the employment of an NEO without cause or if such NEO voluntarily resigns for good reason immediately prior to or during the 18 months following a change in control, as such term is defined in our 2015 Equity Incentive Plan, then the NEO will be eligible to receive, contingent on the NEO timely executing and not revoking a general release of all claims the NEO may have against us and on the NEO returning all of our property in the NEO’s possession, continued payment of base salary and (i) 1.5 times the target annual cash incentive for Mr. Mills and (ii) the target annual cash incentive for our NEOs other than Mr. Mills, in equal monthly installments for (a) 18 months for Mr. Mills and (b) 12 months for our NEOs other than Mr. Mills. In addition, we will pay the NEO a lump sum equal to the applicable COBRA premiums for the same respective period of time. All outstanding unvested options that were outstanding as of the date of a change in control will vest if we or our successor terminates the employment of an NEO without cause or if such officer voluntarily resigns for good reason during the remaining vesting period. For purposes of the employment agreements, the term “cause” generally includes: (i) the conviction of, or the entering a plea of guilty or no contest to or for, any felony or any crime involving moral turpitude; (ii) the commission of a material breach of any of the covenants, terms and provisions of the respective employment agreement or the proprietary information and inventions agreement entered into as a condition of employment; (iii) the commission of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company or other similar conduct materially harmful or potentially materially harmful to the Company’s best interest, as determined by the Board in its reasonable sole discretion; (iv) the failure to perform assigned duties or responsibilities (other than a failure resulting from disability); or (v) the violation of any federal or state law or regulation applicable to the Company’s business. For purposes of the employment agreements, the term “good reason” generally includes: (i) a significant reduction in duties or responsibilities, or removal from the position contemplated by the agreement; (ii) a significant reduction (30% or more) in base salary as in effect immediately prior to such reduction; or (iii) a significant reduction in the type or level of employee benefits to which the respective individual is entitled that results in a significant reduction to the overall benefits package, as determined by the Board in its sole discretion; or (iv) relocation of the respective individual’s principal workplace by more than 35 miles from the primary office where he or she performed services prior to the relocation. For purposes of the employment agreements and as defined in our 2015 Equity Incentive Plan, the term “change in control” generally includes: (i) any person becoming the beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) the consummation of a merger or consolidation of the Company with or into any other entity which results in our stockholders owning 50% or less of the surviving entity’s stock or its parent’s stock; or (iv) individuals who are members of our Board (the “Incumbent Board”), including individuals who are approved or recommended by a majority of the members of the Incumbent Board, ceasing to constitute at least a majority of the members of our Board over a period of 12 months. The severance benefits that our NEOs may be entitled to receive under these agreements, as well as other benefits that our NEOs may be entitled to receive under other plans, may constitute parachute payments that are subject to the “golden parachute” rules of Section 280G of the Code and the excise tax of Section 4999 of the Code. If these payments are determined to be parachute payments, as calculated by our independent registered public accounting firm, the parachute payments will be reduced if, and only to the extent that, a reduction will allow the relevant NEO to receive a greater net after-tax amount than the NEO would receive absent a reduction. The following table summarizes the hypothetical payments that could have been incurred by the Company with respect to each of our NEOs, assuming that a qualifying termination or resignation under the applicable employment agreement had occurred on December 31, 2023 and immediately prior to, or during the 18-month period following, a change in control:

  52. Employment Agreements and Potential Payments upon Termination or Change in Control

    | Name | Cash Severance(1) ($) | Target Annual Cash Incentive(2) ($) | COBRA Premiums ($) | Value of Accelerated Stock Options(3) ($) | Total(4) ($) | | Kenneth T. Mills | 1,015,185 | 609,111 | 49,151 | — | 1,673,447 | | Vit Vasista | 500,018 | 200,007 | 24,909 | — | 724,934 | | Curran Simpson | 512,928 | 205,171 | 32,767 | — | 750,866 | | Stephen Pakola, M.D. | 498,156 | 199,262 | — | — | 697,418 | | Olivier Danos, Ph.D. | 502,257 | 200,903 | 32,767 | — | 735,927 |

  53. Employment Agreements and Potential Payments upon Termination or Change in Control

    (1) Amounts represent continued payment of 2023 base salary for (i) 18 months for Mr. Mills and (ii) 12 months for our NEOs other than Mr. Mills. (2) For Mr. Mills, amount represents 1.5 times the target annual cash incentive for 2023. For our NEOs other than Mr. Mills, amounts represent the target annual cash incentive for 2023. (3) Amounts represent the acceleration of all unvested stock options outstanding as of December 31, 2023 and are equal to the number of unvested stock options which are in-the-money as of December 31, 2023 multiplied by the difference between the $17.95 closing price of our common stock on December 29, 2023, as reported by Nasdaq, and the exercise price of the stock options. (4) Amounts do not include any amount attributable to the acceleration of unvested RSUs outstanding as of December 31, 2023, as the RSUs were not subject to mandatory accelerated vesting in the event of a change in control. RSUs outstanding as of December 31, 2023 are reported in the Outstanding Equity Awards at 2023 Fiscal Year-End table. On February 1, 2024, the Company entered into new employment agreements with Mr. Danos, Mr. Pakola and Mr. Simpson accelerating the vesting of RSUs in the event of a change in control. The following table summarizes the hypothetical payments that could have been incurred by the Company with respect to each of our NEOs, assuming that a qualifying termination or resignation under the applicable employment agreement had occurred without the potential effects involving a change in control:

  54. Employment Agreements and Potential Payments upon Termination or Change in Control

    | Name | Cash Severance(1) ($) | Target Annual Cash Incentive ($) | COBRA Premiums ($) | Value of Accelerated Stock Options ($) | Total ($) | | Kenneth T. Mills | 676,790 | — | 32,767 | — | 709,557 | | Vit Vasista | 375,014 | — | 18,682 | — | 393,696 | | Curran Simpson | 384,696 | — | 24,576 | — | 409,272 | | Stephen Pakola, M.D. | 373,617 | — | — | — | 373,617 | | Olivier Danos, Ph.D. | 376,693 | — | 24,576 | — | 401,269 |

  55. Employment Agreements and Potential Payments upon Termination or Change in Control

    Amounts represent continued payment of 2023 base salary for either 12 months for Mr. Mills or nine months for our NEOs other than Mr. Mills. Furthermore, in connection, as applicable, with their employment, each of our NEOs entered into our standard form of proprietary information and inventions agreement with us. This agreement provides that the respective NEO is generally prohibited for one year after termination of employment from, directly or indirectly, soliciting our employees or customers, or competing against us.

  56. CEO Pay Ratio

    CEO Pay Ratio Pursuant to applicable SEC rules, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of Mr. Mills, our President and CEO. We determined that the total compensation of our median employee (excluding Mr. Mills) for 2023 was $197,301. • As reported in the Summary Compensation Table above, the annual total compensation of Mr. Mills for 2023 was $5,916,713. Based on this information, in 2023, the ratio of the total compensation of Mr. Mills to the total compensation of our median employee (excluding Mr. Mills) was 29.99 to 1. To identify our median employee and calculate this ratio, we performed the following analysis: 1. We determined that, as of December 31, 2023, our employee population, excluding Mr. Mills, consisted of approximately 347 individuals working at our Company or our consolidated subsidiary. This population consisted of our full-time, part-time and temporary employees and, as permitted by SEC rules, excluded independent contractors or similar non-employee workers during 2023. We had no non-U.S. employees in 2023. 2. To identify the median employee from our employee population, we compared each employee’s wages for 2023. In doing so, we annualized the wages of all permanent employees who were hired in 2023 but did not work for us the entire fiscal year. We did not make any cost-of-living adjustments in identifying the median employee. We chose this as our consistently applied compensation measure because we believed it was representative of employee compensation at the Company. 3. After identifying our median employee, we calculated annual total compensation for the median employee using the same methodology we use for our named executive officers, as set forth in the Summary Compensation Table above. This process resulted in a median employee with annual total compensation of $197,301 for 2023. We believe the pay ratio reported above is a reasonable estimate based on our internal records and the methodology described above. The SEC’s rules for identifying the median 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. As a result, the pay ratio reported by other companies may not be comparable to our pay ratio, as 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.

  57. Pay Versus Performance

    Pay Versus Performance The following table provides the total compensation, as reported in the Summary Compensation Table ("SCT"), and the compensation actually paid ("CAP") to our Principal Executive Officer ("PEO") and, on an average basis, our other NEOs ("non-PEO NEOs") for each of the years specified, alongside our total shareholder return ("TSR"), the TSR of our peers, our net income (loss) and a Company-selected financial performance measure of ending cash, cash equivalents and marketable securities. The Company selected ending cash, cash equivalents and marketable securities as the most important financial performance measure used to link compensation to performance in 2023 given its direct influence on our ability to maintain financial strength to achieve corporate objectives.

  58. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(5) ($) | Total Shareholder Return of the Company(6) ($) | Total Shareholder Return of the Nasdaq Biotechnology Index(7) ($) | Net Income (Loss)(8) ($ thousands) | Ending Cash, Cash Equivalents and Marketable Securities(8) ($ thousands) | | 2023 | 5,916,713 | 3,045,660 | 2,964,952 | 2,046,457 | 43.81 | 118.87 | (263,494) | 314,129 | | 2022 | 5,753,713 | 1,411,167 | 1,988,042 | 828,152 | 55.36 | 113.65 | (280,321) | 565,202 | | 2021 | 8,622,941 | 2,648,117 | 3,207,479 | 1,658,040 | 79.81 | 126.45 | 127,840 | 849,346 | | 2020 | 7,644,087 | 7,578,195 | 1,820,462 | 1,729,261 | 110.72 | 126.42 | (111,250) | 522,549 |

  59. Pay Versus Performance

    (1) Reflects the total compensation of Kenneth T. Mills as reported in the SCT for each of the years presented. (2) Reflects the CAP calculated in accordance with SEC rules. CAP includes unpaid amounts of equity compensation that may be realizable in future periods, and as such, does not fully represent the actual final amount of compensation earned or actually paid during the year. For each year presented, CAP is equal to total compensation reported in the SCT for the year, adjusted as follows: (i) less compensation reported in the SCT related to equity awards which is based on the grant date fair value of equity awards granted during the reporting year, (ii) plus the reporting year-end fair value of equity awards granted during the reporting year that were outstanding and unvested as of the end of the reporting year, (iii) plus the change in fair value from the end of the prior year to the end of the reporting year of equity awards granted in prior years that were outstanding and unvested as of the end of the reporting year, (iv) plus the change in fair value from the end of the prior year to the vesting date for equity awards granted in prior years that vested in the reporting year. None of the equity awards granted to NEOs during the reporting years presented vested in the same reporting year as the grant and there were no forfeitures of equity awards granted to NEOs during any of the reporting years presented. There were no dividends, dividend equivalents or other earnings paid on equity awards granted to NEOs during any of the reporting years presented. The fair values of equity awards used to determine CAP were calculated in accordance with FASB ASC Topic 718 using similar methodologies and assumptions as those used to calculate the grant date fair values of equity awards reported in the SCT. (3) Reflects the CAP to Kenneth T. Mills for each of the years presented using the calculations discussed in footnote 2 above. The following table presents a reconciliation of total compensation reported in the SCT to CAP for Kenneth T. Mills for each of the years presented.

  60. Pay Versus Performance

    | Reconciliation of SCT Total to CAP for Kenneth T. Mills | | | | | | | | Year | SCT Total ($) | Grant Date Fair Value of Awards Granted During the Year Included in SCT Total ($) | Year-end Fair Value of Equity Awards Granted During the Year Outstanding and Unvested at Year-end ($) | Change in Fair Value During the Year of Equity Awards Granted in Prior Years Outstanding and Unvested at Year-end ($) | Change in Fair Value from Prior Year-end to Vesting Date of Equity Awards Granted in Prior Years That Vested During the Year ($) | CAP ($) | | 2023 | 5,916,713 | (4,916,393) | 3,435,941 | (949,573) | (441,028) | 3,045,660 | | 2022 | 5,753,713 | (4,734,006) | 2,706,578 | (1,673,456) | (641,662) | 1,411,167 | | 2021 | 8,622,941 | (6,900,606) | 4,273,852 | (2,264,660) | (1,083,410) | 2,648,117 | | 2020 | 7,644,087 | (6,646,254) | 7,228,210 | 67,721 | (715,569) | 7,578,195 |

  61. Pay Versus Performance

    Reflects the average total compensation of our non-PEO NEOs as reported in the SCT for each of the years presented. For 2023 and 2022, our non-PEO NEOs were Vit Vasista, Curran Simpson, Stephen Pakola and Olivier Danos. For 2021 and 2020, our non-PEO NEOs were Vit Vasista, Curran Simpson, Olivier Danos and Patrick J. Christmas. Since the makeup of our non-PEO NEOs may change from year to year, the amounts reported in this table for 2021 and 2020 will not necessarily be equal to the average total compensation of our non-PEO NEOs reported for such years in the SCT of this Proxy Statement. Reflects the average CAP to our non-PEO NEOs for each of the years presented using the calculations discussed in footnote 2 above. Refer to footnote 4 above for the identification of our non-PEO NEOs for each of the years presented. The following table presents a reconciliation of the average total compensation reported in the SCT to CAP for our non-PEO NEOs for each of the years presented.

  62. Pay Versus Performance

    | Reconciliation of SCT Total to CAP for Average of Non-PEO NEOs | | | | | | | | Year | SCT Total ($) | Grant Date Fair Value of Awards Granted During the Year Included in SCT Total ($) | Year-end Fair Value of Equity Awards Granted During the Year Outstanding and Unvested at Year-end ($) | Change in Fair Value During the Year of Equity Awards Granted in Prior Years Outstanding and Unvested at Year-end ($) | Change in Fair Value from Prior Year-end to Vesting Date of Equity Awards Granted in Prior Years That Vested During the Year ($) | CAP ($) | | 2023 | 2,964,952 | (2,260,451) | 1,715,327 | (266,062) | (107,309) | 2,046,457 | | 2022 | 1,988,042 | (1,300,311) | 743,295 | (435,690) | (167,184) | 828,152 | | 2021 | 3,207,479 | (2,174,538) | 1,346,689 | (456,963) | (264,627) | 1,658,040 | | 2020 | 1,820,462 | (1,193,864) | 1,298,401 | 22,196 | (217,934) | 1,729,261 |

  63. Pay Versus Performance

    (6) For each reporting year presented, amount represents the cumulative TSR on our common stock between December 31, 2019 and the end of the reporting year, assuming an investment of $100 in our common stock at the closing price on December 31, 2019 and the reinvestment of dividends, if any. Information used for this calculation was obtained from the Nasdaq Stock Market LLC, a financial data provider and a source believed to be reliable. The Nasdaq Stock Market LLC is not responsible for any errors or omissions in such information. (7) For each reporting year presented, amount represents the cumulative TSR of the Nasdaq Biotechnology Index between December 31, 2019 and the end of the reporting year, assuming an investment of $100 in the Nasdaq Biotechnology Index at the closing price on December 31, 2019 and the reinvestment of dividends, if any. Information used for this calculation was obtained from the Nasdaq Stock Market LLC, a financial data provider and a source believed to be reliable. The Nasdaq Stock Market LLC is not responsible for any errors or omissions in such information. (8) As reported in our audited consolidated financial statements accompanying our Annual Report on Form 10-K for the years ended December 31, 2023, 2022, 2021 and 2020. The table below presents the most important financial performance measures used by the Company to link compensation actually paid to NEOs to Company performance in 2023. Only two financial measures, which are listed alphabetically below, are currently used as performance measures under the Company’s incentive plans. The limited use of financial performance measures to determine executive compensation reflects the life cycle stage of the Company, with our incentive plans primarily focused on the advancement of our product candidate pipeline and achievement of milestones. Because we are not a commercial-stage company, and currently operate at a net loss, financial performance measures are not as pertinent as other non-financial measures that we use to align executive compensation with our performance. For a full discussion of the factors that influence our executive compensation program, please refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  64. Pay Versus Performance

    | Most Important Financial Performance Measures (Unranked) | | - Ending balance in cash, cash equivalents and marketable securities | | - Revenue |

  65. Pay Versus Performance

    The following graphs illustrate the relationships between the compensation actually paid to our NEOs and (i) TSR, (ii) net income (loss) and (iii) ending cash, cash equivalents and marketable securities, as disclosed in the pay versus performance table above for each of the years presented. Relationship Between Compensation Actually Paid and Total Shareholder Return Relationship Between Compensation Actually Paid and Net Income (Loss) Relationship between Compensation actually paid and cash, cash equivalents & Marketable Securities

  66. What happens if a director nominee is unable to stand for election?

    What happens if a director nominee is unable to stand for election? If a nominee is unable to stand for election, the Board may either reduce the number of directors that serve on the Board or designate a substitute nominee. If the Board designates a substitute nominee, shares represented by proxies voted for the nominee who is unable to stand for election will be voted for the substitute nominee.