DEF 14A of Viking Therapeutics, Inc., Apr 5, 2024

DEF 14A of Viking Therapeutics, Inc.

Filed Apr 5, 2024 · FY20230000950170-24-042251

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our business and affairs are managed under the direction of our Board, which currently consists of six members. The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to our management. In accordance with our Charter and our Bylaws, our Board is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows: • our class III directors are Dr. Lian and Dr. Macartney and their term will expire at the Annual Meeting; • our class I directors are Mr. Foehr and Mr. Rowland and their term will expire at the annual meeting of stockholders to be held in 2025; and • our class II directors are Mr. Singleton and Dr. Rouan and their term will expire at the annual meeting of stockholders to be held in 2026. At each annual meeting of stockholders, the successors to the directors whose term will then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. In addition, the authorized number of directors may be changed only by resolution of our Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our Board may have the effect of delaying or preventing a change of our management or a change in control. The names of our current directors, their ages as of April 5, 2024, director class and biographies are listed below. There are no family relationships between or among any of our directors.

  2. BOARD OF DIRECTORS

    | Name | Age | Director Class | Position(s) | | Matthew W. Foehr | 51 | Class I | Director | | Charles A. Rowland, Jr. | 65 | Class I | Director | | J. Matthew Singleton | 71 | Class II | Director | | S. Kathy Rouan, Ph.D. | 61 | Class II | Director | | Lawson Macartney, DVM, Ph.D. | 66 | Class III | Chairperson of our Board | | Brian Lian, Ph.D.(1) | 58 | Class III | President and Chief Executive Officer, Director |

  3. BOARD OF DIRECTORS

    _________________ (1) Please see “Executive Officers” on page 9 of this proxy statement for Dr. Lian’s biography. Matthew W. Foehr has served as a member of our Board since May 2014. He has also served as the President and Chief Executive Officer and a member of the board of directors of OmniAb, Inc. since March 2022. From February 2015 to November 2022, Mr. Foehr served as President and Chief Operating Officer of Ligand Pharmaceuticals Incorporated (“Ligand”), and previously served as Executive Vice President and Chief Operating Officer of Ligand from April 2011 to February 2015. From February 2015 to May 2020, he served on the board of directors of Ritter Pharmaceuticals, Inc. (now named Qualigen Therapeutics, Inc.) and served on its audit committee and as Chair of its compensation committee. Mr. Foehr has over 25 years of experience in the pharmaceutical industry, having managed global operations, technology development and research and development programs. From March 2010 to April 2011, he was Vice President and Head of Consumer Dermatology R&D, as well as Acting Chief Scientific Officer of Dermatology, in the Stiefel division of GSK. Following GSK’s $3.6 billion acquisition of Stiefel Laboratories, Inc., a pharmaceutical company, in 2009, Mr. Foehr led the R&D integration of Stiefel into GSK. At Stiefel Laboratories, Inc., Mr. Foehr served as Senior Vice President of Global R&D Operations, Senior Vice President of Product Development & Support, and Vice President of Global Supply Chain Technical Services from January 2007 to March 2010. Prior to Stiefel, Mr. Foehr held various executive roles at Connetics Corporation, a pharmaceutical company, including Senior Vice President of Technical Operations and Vice President of Manufacturing. Early in his career, Mr. Foehr managed manufacturing activities and worked in process sciences at both LXR Biotechnology Inc. and Berlex Biosciences. He received his BS in Biology from Santa Clara University. We believe that Mr. Foehr’s past service in executive management roles for companies in the pharmaceutical industry and related experience provide him with the qualifications and skills to serve as a member of our Board. Charles A. Rowland, Jr., MBA, has served as a member of our Board since July 2017. He has served as a member of the board of directors and chair of the audit committee of Generation Bio Co. since July 2018 and as a member of the board of directors and chair of the compensation committee of Nabriva Therapeutics, AG since January 2015. He previously served as a member of the board of directors and chair of the audit and compensation committees of Orchard Therapeutics plc from June 2018 to January 2024, when Orchard Therapeutics plc was acquired by Kyowa Kirin Co., Ltd. From March 2015 to June 2022, Mr. Rowland served as a member of the board of directors and chair of the audit committee of Blueprint Medicines Corporation. From April 2016 to February 2017, he served as president and chief executive officer of Aurinia Pharmaceuticals Inc., and as a member of the board of directors of Aurinia from July 2014 to February 2017. Mr. Rowland previously served as vice president and chief financial officer of ViroPharma Incorporated, an international biopharmaceutical company, from October 2008 until it was acquired by Shire plc in January 2014. Prior to joining ViroPharma, from 2006 to 2008, Mr. Rowland served as executive vice president and chief financial officer, as well as the interim co-chief executive officer, for Endo Pharmaceuticals Inc., a specialty pharmaceutical company with a primary focus in pain management. Mr. Rowland previously held positions of increasing responsibility at Biovail Pharmaceuticals, Inc., Breakaway Technologies, Inc., Pharmacia Corporation, Novartis AG and Bristol-Myers Squibb Co., each a biopharmaceutical company. Mr. Rowland’s past board services include Psioxus Therapeutics from August 2017 to October 2019, Vitae Pharmaceuticals, Inc. from September 2014 to September 2016, BIND Therapeutics, Inc. from May 2014 to July 2016 and Idenix Pharmaceuticals, Inc. from June 2013 to August 2014. Rowland received a B.S. in Accounting from Saint Joseph’s University and an M.B.A. with a finance concentration from Rutgers University. We believe that Mr. Rowland’s financial and business expertise in the life sciences industry provide him with the qualifications and skills to serve as a member of our Board. J. Matthew Singleton has served as a member of our Board since May 2014. In October 2011, Mr. Singleton retired from his position as Executive Vice President and Chief Financial Officer of CitationAir (formerly CitationShares LLC), a privately held jet services company wholly-owned by Textron Inc., a public industrial conglomerate. He had served in this position since 2000. Mr. Singleton has extensive financial, accounting and transactional experience, including through his role as Managing Director, Executive Vice President and Chief Administrative Officer of CIBC World Markets, an investment banking company, for 20 years, from 1974 to 1994, at Arthur Andersen & Co., a public accounting firm, including as Partner-in-Charge of the Metro New York Audit and Business Advisory Practice, and as a Practice Fellow at the Financial Accounting Standards Board, a private organization responsible for establishing financial accounting reporting standards. From 2003 until 2014, Mr. Singleton served as a director of Cubist Pharmaceuticals Inc., and as Audit Committee Chair beginning in 2004. Mr. Singleton previously served as an independent director of Salomon Reinvestment Company Inc., a privately held investment services company. Mr. Singleton received an AB in Economics from Princeton University and his MBA from New York University with a focus in Accounting. We believe that Mr. Singleton’s financial, accounting and business expertise provide him with the qualifications and skills to serve as a member of our Board, and are of particular importance as we continue to finance our operations. S. Kathy Rouan, Ph.D. has served as a member of our Board since July 2019. Dr. Rouan is an experienced drug developer and leader with over 30 years of pharmaceutical industry experience. She was appointed Senior Vice President and Head of Projects, Clinical Platforms and Sciences (PCPS) at GlaxoSmithKline plc (GSK) in May 2016, following a 27-year career in a range of discovery and development roles. The PCPS organization within GSK encompasses the Global Clinical Operations, Statistics and Programming, Clinical Pharmacology, GCP Quality, Third Party Resourcing and Project Management functions and includes approximately 1,800 staff in 20 countries. Dr. Rouan was the Head of Research & Development for Stiefel, a dermatology focused subsidiary of GSK, from 2013 to 2016. Dr. Rouan joined GSK in 1989 with a background in Pharmaceutical Sciences focusing on formulation development of protein pharmaceuticals. In 1993, she moved into Project Leadership and Management becoming Vice President and Head of Metabolism and Pulmonary Project Management in 1999. Dr. Rouan continued to lead projects in a number of therapeutic areas, including cardiovascular, immunoinflammation and gastroenterology therapy areas. In 2007, she led the development, submission and approval of Arzerra

  4. BOARD OF DIRECTORS

    (ofatumumab) in refractory chronic lymphocytic leukemia in addition to leading its development in other oncology and autoimmune indications. In 2012, Dr. Rouan became Head of Biopharmaceutical Development responsible for the delivery of GSK’s portfolio of biopharmaceutical medicines. Currently, Dr. Rouan is serving as a non-executive Board member at Code Biotherapeutics, Inc. She previously served on the board of directors of Navidea Pharmaceuticals, Inc. from 2018 to 2021. Dr. Rouan earned a Ph.D. in Pharmaceutical Sciences from the University of Rhode Island, while conducting her research at Pfizer’s Immunoinflammation Research group in Groton, Connecticut. She holds a B.Pharm., First Class Honours, from the University of London. We believe that Dr. Rouan’s extensive drug development and leadership experience in the pharmaceutical industry provide her with the qualifications and skills to serve as a member on our Board. Lawson Macartney, DVM, Ph.D., has served as the Chairperson of our Board since May 2015 and as a member of our Board since May 2014. From January 2017 to June 2017, Dr. Macartney served as Chief Executive Officer of Scout Bio Inc., a gene therapy company developing therapies for companion animals. Dr. Macartney serves on the Board of Dechra PLC, an international animal health pharmaceutical company based in the United Kingdom, and on the Supervisory Board of the Netherlands Translational Research Centre, a preclinical biopharmaceutical company based in The Netherlands. He served as President, Chief Executive Officer and a member of the board of directors of Ambrx Inc., a biopharmaceutical company, from February 2013 to June 2015. Prior to Ambrx, Dr. Macartney served at Shire AG, a specialty biopharmaceutical company, as Senior Vice President of the Emerging Business Unit from 2011 to 2013, where he was responsible for discovery initiatives through Phase 3 development of Shire’s Specialty Pharmaceutical portfolio. Prior to joining Shire AG, he served at GSK, a pharmaceutical company, from 1999 to 2011, serving as Senior Vice President of Global Product Strategy and Project/Portfolio Management from 2007 to 2011, as Senior Vice President, Cardiovascular and Metabolic Medicine Development Center from 2004 to 2007, and as Vice President, Global Head of Cardiovascular, Metabolic and Urology Therapeutic Areas from 1999 to 2004. Prior to joining GSK, Dr. Macartney was employed at Astra Pharmaceuticals from 1998 to 1999 in leadership roles in operations, marketing and sales, and served as Executive Director, Commercial Operations at AstraMerck, Inc., a pharmaceutical company, from 1996 to 1998. Dr. Macartney received his Ph.D. from Glasgow University in Scotland in 1982, where he was a Royal Society Research Fellow, and his B.V.M.S. (equivalent to a D.V.M.) in 1979 from Glasgow University Veterinary School. He is also trained in diagnostic pathology and is a Fellow of the Royal College of Pathologists. We believe that Dr. Macartney’s extensive experience in leadership positions at numerous pharmaceutical companies qualifies him to serve on our Board.

  5. Consideration of Director Nominees

    Consideration of Director Nominees

  6. Director Qualifications

    Director Qualifications There are no specific minimum qualifications that our Board requires to be met by a director nominee recommended for a position on our Board, nor are there any specific qualities or skills that are necessary for one or more members of our Board to possess, other than as are necessary to meet the requirements of the rules and regulations applicable to us. The Nominating and Corporate Governance Committee may consider a potential director candidate’s integrity, experience, judgment, commitment, skills, diversity, age, gender, race, background, place of residence, areas of expertise, experience serving as a board member or executive officer of other companies, relevant academic expertise and other factors relative to the overall composition of our Board and Board committees, including the following characteristics and factors: the highest ethical standards and integrity and a strong personal reputation; a background that provides experience and achievement in business, finance, biotechnology or other activities relevant to our business and activities; • a sound understanding of business strategy, corporate governance and the operations and role of our Board; • a willingness to act on and be accountable for our Board and, as applicable, committee decisions; • a willingness to act in the best interests of our company and our stockholders; • a willingness to assist and support our management; • an ability to provide reasoned, informed and thoughtful counsel to management on a range of issues affecting us and our stockholders; • an ability to work effectively and collegially with other individuals; • loyalty and commitment to driving our success and creating long-term value for our stockholders; • no material personal, financial, professional or familial interest in any of our present or potential competitors; • sufficient time to devote to our Board and, as applicable, committee membership and matters; and • the independence requirements imposed by the SEC and Nasdaq. The Nominating and Corporate Governance Committee retains the right to modify these criteria from time to time.

  7. Security Holder Nominations

    Security Holder Nominations The Nominating and Corporate Governance Committee will consider director candidates recommended by our security holders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether a candidate is recommended by a security holder or not. Security holders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to our Board at the 2025 Annual Meeting of Stockholders must do so by delivering a written recommendation to the Nominating and Corporate Governance Committee, c/o Viking Therapeutics, Inc., 9920 Pacific Heights Blvd, Suite 350, San Diego, CA 92121, no earlier than the close of business on January 21, 2025, but no later than February 20, 2025 unless the meeting date is more than 30 days before or after May 21, 2025, in which case the written recommendation must be received by our Corporate Secretary no later than the close of business not earlier than the close of business on the 120th day prior to the date of the 2025 Annual Meeting of Stockholders, and no later than the close of business on the later of (1) the 90th day before the date of the 2025 Annual Meeting of Stockholders, or (2) the 10th day following the day on which we first publicly announce (by press release or a filing with the SEC) the date of the 2025 Annual Meeting of Stockholders. Each written recommendation must set forth, among other information: the name and address of the security holder and any beneficial owner on whose behalf the nomination is being made (the “Recommending Securityholder”); • the class, series and number of shares of our capital stock that are, directly or indirectly, owned beneficially and of record by the Recommending Securityholder made as of the date of the written recommendation, and the time period for which such shares have been held; • a statement from the Recommending Securityholder as to whether such Recommending Securityholder has a good faith intention to continue to hold the reported shares through the date of our next annual meeting of stockholders; • the proposed director candidate’s full legal name, age, business address and residential address; • a description of the proposed director candidate’s principal occupation or employment and business experience for at least the previous five years; • complete biographical information for the proposed director candidate; • a description of the proposed director candidate’s qualifications as a director; • the class, series and number of shares of our capital stock which are, directly or indirectly, owned of record and beneficially by the proposed director candidate, and the date or dates on which such shares were acquired and the investment intent of such acquisition; • a description of all relationships between the Recommending Securityholder and the proposed director candidate, and of all arrangements or understandings between such Recommending Securityholder and the proposed director candidate; • any other information relating to the proposed director candidate that is required to be disclosed in solicitations for proxies for election of directors in an election contest or that is otherwise required pursuant to Regulation 14A promulgated under the Exchange Act; a statement from the Recommending Securityholder supporting such Recommending Securityholder’s view that the proposed director nominee possesses the minimum qualifications prescribed by us for nominees, and briefly describing the contributions that the proposed director nominee would be expected to make to our Board and to the governance of the Company; and a statement from the Recommending Securityholder whether, in the view of such Recommending Securityholder, the nominee, if elected, would represent all of our stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other constituency of the Company. Director candidate nominations from security holders must include the written consent of each proposed nominee (1) consenting to be named as a nominee for election to our Board, (2) consenting to serve as a director, if elected, and (3) consenting to be interviewed by the Nominating and Corporate Governance Committee, if the Nominating and Corporate Governance Committee chooses to do so in its discretion. If a proposed director candidate is recommended by a security holder in accordance with the procedural requirements discussed above, our Corporate Secretary will provide the foregoing information to the Nominating and Corporate Governance Committee. In addition, pursuant to Rule 14a-19 of the Exchange Act (“Rule 14a-19”), the SEC’s universal proxy rule, notices of a solicitation of proxies in support of director nominees other than our own nominees must be postmarked or electronically submitted no later than March 22, 2025, and each nomination must comply with the SEC regulations under Rule 14a-19, which requires, among other things, that such notice include a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors. If, however, the date of the 2024 Annual Meeting of Stockholders is more than 30 days before or after May 21, 2025, then the Rule 14a-19 deadline shall be the later of 60 calendar days prior to the date of the 2025 Annual Meeting of Stockholders or the 10th calendar day following the day on which we first make a public announcement of the date of the 2025 Annual Meeting of Stockholders. A nomination that does not comply with the requirements set forth in the Charter and Bylaws will not be considered for presentation at the Annual Meeting. We intend to file a proxy statement and white proxy card with the SEC in connection with our solicitation of proxies for our 2025 Annual Meeting of Stockholders.

  8. Evaluating Nominees for Director

    Evaluating Nominees for Director Our Nominating and Corporate Governance Committee will consider director candidates who are suggested by members of the committee, other members of our Board, members of management, advisors and our security holders who submit recommendations in accordance with the requirements set forth above. The Nominating and Corporate Governance Committee may, in the future, also retain a third-party search firm to identify candidates on terms and conditions acceptable to the Nominating and Corporate Governance Committee, but to date it has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates. The Nominating and Corporate Governance Committee will evaluate all nominees for director under the same approach whether they are recommended by security holders or other sources. The Nominating and Corporate Governance Committee will review candidates for director nominees in the context of the current composition of our Board and committees, our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee may consider the director nominee’s qualifications, diversity, age, skills and such other factors as it deems appropriate given the current needs of our Board, the committees and our company, to maintain a balance of knowledge, experience, diversity and capability. In the case of an incumbent director whose term of office is set to expire, the Nominating and Corporate Governance Committee may review such director’s overall service to our Board, the committees and our company during his or her term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such director’s independence. In the case of new director candidates, the Nominating and Corporate Governance Committee will also determine whether the nominee must be independent for Nasdaq and SEC purposes, which determination will be based upon applicable Nasdaq listing standards and applicable SEC rules and regulations. Although we do not have a formal diversity policy, when considering diversity in evaluating director nominees, the Nominating and Corporate Governance Committee will focus on whether the nominees can contribute varied perspectives, skills, experiences and expertise to our Board. The Nominating and Corporate Governance Committee will evaluate the proposed director’s candidacy, including proposed candidates recommended by security holders, and recommend whether our Board should nominate the proposed director candidate for election by our stockholders.

  9. Use of Independent Compensation Consultant

    Use of Independent Compensation Consultant The Compensation Committee utilizes Aon as its independent outside compensation consultant to assist with setting executive compensation. The Compensation Committee has sole authority to retain or replace such independent compensation consultants. The Compensation Committee believes that working with an independent compensation consultant furthers our objectives to recruit and retain qualified executives, align executive interests with those of our stockholders and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals. Aon provided the following services to the Compensation Committee with respect to our 2023 compensation matters: • Reviewed and advised on adjustments to our peer group; • Conducted an extensive executive compensation assessment; and • Provided key insights on executive and director compensation based on relevant market data. The Compensation Committee annually assesses whether the work of Aon as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services, if any, to the Company by Aon; (ii) the amount of fees we paid to Aon; (iii) Aon’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Aon or the individual compensation advisors employed by the firm with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any shares of our common stock owned by Aon or the individual compensation advisors employed by the firm. The Compensation Committee has determined, based on its analysis of the above factors, that the work of Aon and the individual compensation advisors employed by Aon as our compensation consultants have not created any conflict of interest. The Compensation Committee also annually evaluates Aon’s independence and performance under the applicable listing standards of Nasdaq. In 2023, Aon did not provide any other services to us other than the consulting services to the Compensation Committee with respect to compensation matters.

  10. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to the compensation paid to our named executive officers for the fiscal years ended December 31, 2023 and 2022:

  11. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation(l) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation ($) | Total ($) | | Brian Lian, Ph.D. | 2023 | 615,000 | 372,100 | 7,937,803 | 3,703,158 | — | 12,628,061 | | Chief Executive Officer | 2022 | 611,800 | 353,315 | 3,041,865 | 1,404,311 | — | 5,411,291 | | Marianne Mancini | 2023 | 465,000 | 205,000 | 1,581,883 | 1,259,074 | — | 3,510,957 | | Chief Operating Officer | 2022 | 446,000 | 187,300 | 792,185 | 626,539 | — | 2,052,044 | | Greg Zante | 2023 | 455,000 | 200,000 | 1,581,883 | 1,259,074 | — | 3,495,957 | | Chief Financial Officer | 2022 | 425,000 | 178,500 | 675,065 | 432,096 | — | 1,710,661 |

  12. Summary Compensation Table

    ____________ (1) The amounts in this column relate to amounts earned by our named executive officers pursuant to our bonus program described below under “2023 Bonuses”. (2) These amounts represent the aggregate grant date fair value of restricted stock unit (“RSU”) and performance restricted stock unit (“PRSU”) awards granted to each named executive officer. These amounts do not represent the actual amounts paid to or realized by the named executive officers. The value as of the grant date for the RSU awards and the PRSU awards is calculated based on the number of shares granted and the grant date market price. For PRSU awards, amounts reflect the target number of shares subject to the PRSU award, assuming all performance goals and other requirements are met. The shares subject to each of these PRSU awards granted to our named executive officers in 2022 and 2023 will vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to the applicable PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to the applicable PRSU vesting upon the achievement of all four milestones over a four-year period. Any shares subject to these PRSU awards that are unvested as of the four-year anniversary of the grant date will be forfeited and cancelled. (3) These amounts represent the aggregate grant date fair value of option awards granted to each named executive officer, computed in accordance with authoritative accounting guidance. These amounts do not represent the actual amounts paid to or realized by the named executive officers. The value as of the grant date for stock options is recognized over the number of days of service required for the stock option to vest in full. As stock-based compensation expense recognized is based on options ultimately expected to vest, the fair value of each employee option grant during the year ended December 31, 2023 was estimated on the date of grant using the Black-Scholes option pricing model. For a detailed description of the assumptions used for purposes of determining grant date fair value, see Note 7 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 7, 2024.

  13. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our named executive officers will be entitled to receive certain payments and benefits upon termination of his or her employment or a change in control of our company, as described under the section entitled “Employment Agreements” beginning on page 26 of this proxy statement.

  14. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between executive “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and our other named executive officers (the “Non-PEO NEOs”) and Company financial performance for the fiscal years listed below. As a smaller reporting company for purposes of fiscal year 2023 reporting, the following table sets forth information with respect to the alignment between our executive compensation and our financial performance for the past three fiscal years.

  15. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on Total Stockholder Return (“TSR”)4 ($) | Net Income ($ Millions) | | 2023 | 12,628,061 | 36,947,671 | 3,503,457 | 9,571,497 | 330.55 | (85.9) | | 2022 | 5,411,291 | 13,264,512 | 1,881,353 | 3,867,364 | 166.96 | (68.9) | | 2021 | 4,059,119 | 2,805,866 | 1,426,477 | 1,147,131 | 81.71 | (55.0) |

  16. Pay Versus Performance Disclosure

    For each of the fiscal years presented in the table above, Brian Lian was our only PEO. The individuals comprising the Non-PEO NEOs for each of the fiscal years presented in the table above are Marianne Mancini and Greg Zante. 2. Represents the amount of the CAP to our PEO or the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K, and does not reflect compensation actually earned, realized or received by our PEO or the Non-PEO NEOs during the applicable fiscal year. These amounts reflect the total amount of compensation for our NEOs reported in the Summary Compensation Table, with certain adjustments as described in footnote 3 below. 3. The following table summarizes the adjustments required to be made to the amounts reported in the Summary Compensation Table for the applicable fiscal year in accordance with Item 402(v) of Regulation S-K in order to determine the amounts shown in the table above as being the CAP. Equity values are calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

  17. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($)(a) | Inclusion of Equity Values for PEO ($)(b) | Compensation Actually Paid to PEO ($)(c) | | 2023 | 12,628,061 | (11,640,961) | 35,960,571 | 36,947,671 | | 2022 | 5,411,291 | (4,446,176) | 12,299,397 | 13,264,512 | | 2021 | 4,059,119 | (3,187,119) | 1,933,866 | 2,805,866 |

  18. Pay Versus Performance Disclosure

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)(d) | Average Inclusion of Equity Values for Non-PEO NEOs ($)(e) | Average Compensation Actually Paid to Non-PEO NEOs ($)(c) | | 2023 | 3,503,457 | (2,840,957) | 8,908,997 | 9,571,497 | | 2022 | 1,881,353 | (1,262,943) | 3,248,955 | 3,867,364 | | 2021 | 1,426,477 | (886,977) | 607,631 | 1,147,131 |

  19. Pay Versus Performance Disclosure

    (a) Represents the aggregate amount of the “Stock Awards” and “Option Awards” columns for our PEO reported in the Summary Compensation Table for the applicable fiscal year. (b) Amounts reported in this column are derived from the amounts set forth in the following table for the applicable fiscal year:

  20. Pay Versus Performance Disclosure

    | Fiscal Year | Year-End Fair Value of Equity Awards Granted During the Year That Remained Unvested as of the Last Day of the Year for PEO ($) | Change in Fair Value from the Last Day of the Prior Year to the Last Day of the Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from the Last Day of the Prior Year to the Vesting Date of Unvested Equity Awards that Vested During the Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 29,034,103 | 5,163,877 | 1,762,591 | 35,960,571 | | 2022 | 8,750,448 | 3,011,128 | 537,821 | 12,299,397 | | 2021 | 2,472,781 | (633,970) | 95,055 | 1,933,866 |

  21. Pay Versus Performance Disclosure

    (c) The following adjustments are not applicable and are therefore omitted: (i) the fair value as of the vesting date for awards that are granted and vest in the same year, (ii) the amount equal to the fair value at the end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year and (iii) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. (d) Represents the average of the aggregate amount of the “Stock Awards” and “Option Awards” columns for the Non-PEO NEOs reported in the Summary Compensation Table for the applicable fiscal year. (e) Amounts reported in this column are derived from the amounts set forth in the following table for the applicable fiscal year:

  22. Pay Versus Performance Disclosure

    | Fiscal Year | Average Year-End Fair Value of Equity Awards Granted During the Year That Remained Unvested as of the Last Day of the Year for Non-PEO NEOs ($) | Average Change in Fair Value from the Last Day of the Prior Year to the Last Day of the Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from the Last Day of the Prior Year to the Vesting Date of Unvested Equity Awards that Vested During the Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 6,618,575 | 1,996,417 | 294,005 | 8,908,997 | | 2022 | 2,508,346 | 667,006 | 73,603 | 3,248,955 | | 2021 | 693,542 | (113,247) | 27,336 | 607,631 |

  23. Pay Versus Performance Disclosure

    The TSR assumes $100 was invested in the Company for the period from the beginning of the measurement period through the end of the listed measurement period. The TSR is calculated by dividing (i) the difference between the stock price at the end of each measurement period shown and the beginning of the measurement period by (ii) the stock price at the beginning of the measurement period. Historical stock performance is not necessarily indicative of future stock performance. Description of Relationship Between the CAP to PEO and Non-PEO NEOs and the TSR The following chart sets forth the relationship between the CAP to our PEO, the average of the CAP to our Non-PEO NEOs, and our cumulative TSR over the three most recently completed fiscal years. Description of Relationship Between the CAP to PEO and Non-PEO NEOs and Net Income The following chart sets forth the relationship between the CAP to our PEO, the average of the CAP to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.

  24. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table presents the outstanding option and stock awards held by each of our named executive officers as of December 31, 2023.

  25. Outstanding Equity Awards at December 31, 2023

    | Options Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Brian Lian, Ph.D. | 1/3/2023(2) | — | 600,000 | $8.52 | 1/3/2033 | — | — | — | — | | | 1/3/2022(2) | 97,500 | 292,500 | $4.88 | 1/3/2032 | — | — | — | — | | | 1/4/2021(2) | 184,500 | 184,500 | $5.80 | 1/4/2031 | — | — | — | — | | | 1/3/2020(2) | 258,750 | 86,250 | $7.77 | 1/3/2030 | — | — | — | — | | | 1/3/2019 | 235,554 | — | $7.58 | 1/3/2029 | — | — | — | — | | | 1/19/2018 | 140,000 | — | $4.65 | 1/19/2028 | — | — | — | — | | | 1/5/2017 | 134,148 | — | $1.23 | 1/5/2027 | — | — | — | — | | | 1/5/2017 | 34,931 | — | $1.23 | 1/5/2027 | — | — | — | — | | | 1/3/2023(3) | — | — | | — | — | — | 266,667 | $4,962,673 | | | 1/3/2023(4) | — | — | | — | — | — | 665,000 | $12,375,650 | | | 1/3/2022(3) | — | — | | — | — | — | 115,556 | $2,150,497 | | | 1/3/2022(5) | — | — | | — | — | — | 150,000 | $2,791,500 | | | 1/4/2021(3) | — | — | | — | — | — | 54,667 | $1,017,353 | | | 1/4/2021(5) | — | — | | — | — | — | 82,000 | $15,260,200 | | | 1/3/2020(6) | — | — | | — | — | — | 55,500 | $1,032,855 | | | 2/20/2014(8) | — | — | | — | 183,095 | $3,407,398 | — | — | | Marianne Mancini | 1/3/2023(2) | — | 204,000 | $8.52 | 1/3/2033 | | | — | — | | | 1/3/2022(2) | 43,500 | 130,500 | $4.88 | 1/3/2032 | — | — | — | — | | | 1/4/2021(9) | 60,000 | 30,000 | $5.80 | 1/4/2031 | — | — | — | — | | | 3/31/2020(2) | 13,500 | 4,500 | $4.68 | 3/31/2030 | — | — | — | — | | | 1/3/2020(2) | 40,500 | 13,500 | $7.77 | 1/3/2030 | — | — | — | — | | | 10/31/2019(2) | 1,000 | — | $6.47 | 10/31/2029 | — | — | — | — | | | 1/3/2023(3) | — | — | | — | — | — | 90,667 | $1,687,313 | | | 1/3/2023(10) | — | — | | — | — | — | 95,000 | $1,767,950 | | | 1/3/2022(3) | — | — | | — | — | — | 51,556 | $959,457 | | | 1/3/2022(11) | — | — | | — | — | — | 28,334 | $527,296 | | | 1/4/2021(3) | — | — | | — | — | — | 24,334 | $452,856 | | | 1/4/2021(12) | — | — | | — | — | — | 20,000 | $372,200 | | | 1/3/2020(13) | — | — | | — | — | — | 6,667 | $124,073 | | Greg Zante | 1/3/2023(2) | — | 204,000 | $8.52 | 1/3/2033 | — | — | — | — | | | 1/3/2022(2) | — | 90,000 | $4.88 | 1/3/2032 | — | — | — | — | | | 1/4/2021(9) | — | 26,000 | $5.80 | 1/4/2031 | — | — | — | — | | | 3/31/2020(2) | 4,250 | 4,250 | $4.68 | 3/31/2030 | — | — | — | — | | | 1/3/2020(2) | — | 12,750 | $7.77 | 1/3/2030 | — | — | — | — | | | 1/3/2023(3) | — | — | | — | — | — | 90,667 | $1,687,313 | | | 1/3/2023(10) | — | — | | — | — | — | 95,000 | $1,767,950 | | | 1/3/2022(3) | — | — | | — | — | — | 35,556 | $661,697 | | | 1/4/2022(11) | — | — | | — | — | — | 28,334 | $527,296 | | | 1/4/2021(3) | — | — | | — | — | — | 21,556 | $401,157 | | | 1/4/2021(14) | — | — | | — | — | — | 13,334 | $248,146 | | | 1/3/2020(13) | — | — | | — | — | — | 6,667 | $124,073 |

  26. Outstanding Equity Awards at December 31, 2023

    ____________ (1) Amounts in this column are calculated by multiplying the number of shares shown as unvested in the prior column by $18.61, the closing price of our common stock on December 29, 2023, as reported on the Nasdaq Capital Market. (2) The shares subject to this stock option vest over a four-year period, with 25% of the shares subject to the option vesting on each anniversary of the grant date, with partial or full vesting under certain circumstances, including upon a change in control of our company or various events specified in the named executive officer’s employment agreement, if applicable. Each option award remains exercisable until it expires ten years from the date of grant subject to earlier expiration following termination of employment. (3) The shares subject to this restricted stock unit award vest over a three-year period, with one-third of the shares subject to the restricted stock unit award vesting on each anniversary of the grant date, with partial or full vesting under certain circumstances, including upon a change in control of our company or various events specified in the named executive officer’s employment agreement, if applicable. (4) Represents the target number of shares issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 665,000 shares and the grant date fair value of such 665,000 shares was $5,665,800. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. (5) Represents the target number of shares remaining issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 450,000 shares and the grant date fair value of such 450,000 shares was $2,196,000. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 300,000 shares subject to this PRSU award vested on April 3, 2023 upon the achievement of two milestones thereunder. (6) Represents the target number of shares remaining issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 123,000 shares and the grant date fair value of such 123,000 shares was $713,400. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 41,000 shares subject to this PRSU award vested on December 30, 2022 upon the achievement of a milestone thereunder. (7) Represents the target (and maximum) number of shares remaining issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target (and maximum) number of shares issuable pursuant to this PRSU award was 166,500 shares and the grant date fair value of such 166,500 shares was $1,293,705. Any shares subject to this PRSU award that are actually earned will range from 33.33%-100% of target based on the achievement of certain non-financial performance goals, with 33.33% of the shares subject to this PRSU award vesting upon the achievement of one of four performance goals (for a maximum of 100% of the shares). Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 55,500 shares subject to this PRSU award vested on each of September 15, 2020 and September 28, 2021 upon the achievement of a milestone thereunder. (8) These shares are subject to a repurchase option and vest upon the achievement of a milestone set forth in the Common Stock Purchase Agreement, as amended, pursuant to which these shares were issued. (9) The shares subject to this stock option vest over a three-year period, with one-third of the shares subject to the option vesting on each anniversary of the grant date, with partial or full vesting under certain circumstances, including upon a change in control of our company or various events specified in the named executive officer’s employment agreement, if applicable. Each option award remains exercisable until it expires ten years from the date of grant subject to earlier expiration following termination of employment. (10) Represents the target number of shares remaining issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 95,000 shares and the grant date fair value of such 95,000 shares was $809,400. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. (11) Represents the target number of shares remaining issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 85,000 shares and the grant date fair value of such 85,000 shares was $414,800. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 56,667 shares subject to this PRSU award vested on April 3, 2023 upon the achievement of two milestones thereunder.

  27. Outstanding Equity Awards at December 31, 2023

    (12) Represents the target number of shares remaining issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 30,000 shares and the grant date fair value of such 30,000 shares was $174,000. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 10,000 shares subject to this PRSU award vested on December 30, 2022 upon the achievement of a milestone thereunder. (13) Represents the target (and maximum) number of shares remaining issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target (and maximum) number of shares issuable pursuant to this PRSU award was 20,000 shares and the grant date fair value of such 20,000 shares was $155,400. Any shares subject to this PRSU award that are actually earned will range from 33.33%-100% of target based on the achievement of certain non-financial performance goals, with 33.33% of the shares subject to this PRSU award vesting upon the achievement of one of four performance goals (for a maximum of 100% of the shares). Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 6,666 and 6,667 shares subject to this PRSU award vested on each of September 15, 2020 and September 28, 2021, respectively, upon the achievement of a milestone thereunder. (14) Represents the target number of shares issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 20,000 shares and the grant date fair value of such 20,000 shares was $116,000. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 6,666 shares subject to this PRSU award vested on December 30, 2022 upon the achievement of a milestone thereunder.

  28. Non-Employee Director Compensation

    Non-Employee Director Compensation Our Board previously adopted a compensation policy for our non-employee directors that consists of annual retainer fees and long-term equity awards (the “Prior Director Policy”). Under the Prior Director Policy, which was in effect during 2023, each non-employee director was entitled to receive an annual retainer of $38,000. The Chairperson of our Board was entitled to receive an additional annual retainer of $32,800, the Chairperson of the Audit Committee was entitled to receive an additional annual retainer of $16,650, the Chairperson of the Compensation Committee was entitled to receive an additional annual retainer of $11,350 and the Chairperson of the Nominating and Corporate Governance Committee was entitled to receive an additional annual retainer of $9,280. Each other member of the Audit Committee was entitled to receive an additional annual retainer of $8,900, each other member of the Compensation Committee was entitled to receive an additional annual retainer of $6,750 and each other member of the Nominating and Corporate Governance Committee was entitled to receive an additional annual retainer of $4,900. All cash retainers were earned on a quarterly basis based on a calendar quarter and were paid in arrears no later than the 30th day following the end of each calendar quarter. In addition to cash fees, pursuant to the Prior Director Policy, each non-employee director was entitled to be granted on the first business day of each calendar year a stock option to purchase 22,000 shares of our common stock. If a non-employee director had joined our Board other than at an annual meeting of our stockholders, such non-employee director would be granted on the date such individual first becomes appointed or elected as a non-employee director (1) a stock option to purchase 44,000 shares of our common stock, and (2) a stock option to purchase 22,000 shares of our common stock, reduced pro rata for each day prior to the date of grant that has elapsed since January 1st of the year in which the individual first becomes a non-employee director. Annual equity awards and equity awards granted to new non-employee directors would vest in full on the one-year anniversary of the applicable date of grant, subject to the director’s continuous service through such date. Each initial equity award and each annual equity award granted pursuant to the Prior Director Policy has a maximum term of ten years and was made in the form of nonstatutory stock options. For any non-employee director serving at the time of a change in control of our company (as defined in our 2014 EIP), all then-outstanding and unvested compensatory equity awards granted under the non-employee director compensation policy would become fully vested and exercisable, if applicable, immediately prior to the change in control. The following table sets forth summary information concerning compensation paid or accrued to the members of our Board for services rendered to us for the fiscal year ended December 31, 2023.

  29. Non-Employee Director Compensation

    | Name(1) | Fees Earned or Paid in Cash | Option Awards(2)(3) | Total | | J. Matthew Singleton(4) | $61,400 | $131,373 | $192,773 | | S. Kathy Rouan(5) | $47,280 | $131,373 | $178,653 | | Matthew W. Foehr(6) | $38,000 | $131,373 | $169,373 | | Charles A. Rowland, Jr.(7) | $58,250 | $131,373 | $189,623 | | Lawson Macartney, DVM, Ph.D.(8) | $91,350 | $131,373 | $222,723 |

  30. Non-Employee Director Compensation

    (1) Brian Lian, Ph.D., our President and Chief Executive Officer and a named executive officer, is not included in this table as he is an employee of ours and therefore receives no compensation for his service as a director. Dr. Lian’s compensation is included in the section entitled “Summary Compensation Table” on page 26 of this proxy statement. (2) On January 3, 2023, each of our then-current non-employee directors received an unvested option to purchase 22,000 shares of our common stock, which became fully vested on January 3, 2024. (3) These amounts represent the aggregate grant date fair value of option awards granted to each listed director in 2023, computed in accordance with authoritative accounting guidance. These amounts do not represent the actual amounts paid to or realized by the directors during 2023. The value as of the grant date for stock options is recognized over the number of days of service required for the stock option to vest in full. As stock-based compensation expense recognized is based on options ultimately expected to vest, the fair value of each non-employee director option grant during the year ended December 31, 2023 was estimated on the date of grant using the Black-Scholes option pricing model. For a detailed description of the assumptions used for purposes of determining grant date fair value, see Note 7 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 7, 2024. (4) As of December 31, 2023, Mr. Singleton held options to purchase an aggregate of 178,786 shares of our common stock. (5) As of December 31, 2023, Dr. Rouan held options to purchase an aggregate of 143,000 shares of our common stock. (6) As of December 31, 2023, Mr. Foehr held options to purchase an aggregate of 178,786 shares of our common stock. (7) As of December 31, 2023, Mr. Rowland held options to purchase an aggregate of 126,000 shares of our common stock. (8) As of December 31, 2023, Dr. Macartney held options to purchase an aggregate of 126,000 shares of our common stock. Restated Non-Employee Director Compensation Policy Effective January 1, 2024, our Board adopted a restated compensation policy for our non-employee directors that consists of annual retainer fees and long-term equity awards (the “Restated Director Policy”). Under our Restated Director Policy, each non-employee director is entitled to receive an annual retainer of $40,000. The Chairperson of our Board is entitled to receive an additional annual retainer of $32,800, the Chairperson of the Audit Committee is entitled to receive an additional annual retainer of $20,000, the Chairperson of the Compensation Committee is entitled to receive an additional annual retainer of $15,000 and the Chairperson of the Nominating and Corporate Governance Committee is entitled to receive an additional annual retainer of $10,000. Each other member of the Audit Committee is entitled to receive an additional annual retainer of $10,000, each other member of the Compensation Committee is entitled to receive an additional annual retainer of $7,500 and each other member of the Nominating and Corporate Governance Committee is entitled to receive an additional annual retainer of $5,000. All cash retainers will be earned on a quarterly basis based on a calendar quarter, and, if applicable, will be prorated for the portion of the calendar quarter during which such non-employee director actually serves on our Board or a committee thereof, and will be paid in arrears no later than the 30th day following the end of each calendar quarter. In addition to cash fees, pursuant to the Restated Director Policy, each non-employee director is entitled to be granted on the first business day of each calendar year a stock option to purchase 32,000 shares of our common stock. If a non-employee director joins our Board other than at an annual meeting of our stockholders, such non-employee director would be granted on the date such individual first becomes appointed or elected as a non-employee director (1) a stock option to purchase 64,000 shares of our common stock, and (2) a stock option to purchase 32,000 shares of our common stock, reduced pro rata for each day prior to the date of grant that has elapsed since January 1st of the year in which the individual first becomes a non-employee director. Annual equity awards and equity awards granted to new non-employee directors will vest in full on the one-year anniversary of the applicable date of grant, subject to the director’s continuous service through such date. Each initial equity award and each annual equity award will have a maximum term of ten years and will be made in the form of nonstatutory stock options. For any non-employee director serving at the time of a change in control of our company (as defined in our 2014 EIP or in any successor equity incentive plan pursuant to which the equity awards are issued), all then-outstanding and unvested compensatory equity awards granted under the non-employee director compensation policy would become fully vested and exercisable, if applicable, immediately prior to the change in control.

  31. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS

  32. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit The aggregate value of all compensation granted or paid following the effective date of the 2024 Plan to any individual for service as a non-employee director with respect to any fiscal year, including awards granted under the 2024 Plan (valued based on the grant date fair value for financial reporting purposes) and cash fees paid by us to such non-employee director, will not exceed $1,000,000 in total value, except such amount will increase to $1,500,000 for the year in which a non-employee director is first appointed or elected to our Board.