DEF 14A of Relay Therapeutics, Inc., Apr 23, 2024

DEF 14A of Relay Therapeutics, Inc.

Filed Apr 23, 2024 · FY20230000950170-24-046883

Open on EDGAR

  1. Proposal 1 – Election of Class I Directors

    Proposal 1 – Election of Class I Directors The two nominees for director to receive the highest number of votes "FOR" election will be elected as directors. This is called a plurality. Proposal 1 is considered a non-routine matter. Therefore, if your shares are held by your bank, brokerage firm or other nominee in "street name" and you do not provide voting instructions with respect to your shares, your bank, brokerage firm or other nominee cannot vote your shares on Proposal 1. Shares held in "street name" by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes "FOR" or "WITHHOLD" from any nominee. As a result, such "broker non-votes" will have no effect on the voting on Proposal 1. You may: • vote "FOR" all nominees; • vote "FOR" any one of the nominees; • "WITHHOLD" your vote with respect to any one or more of the nominees; or • "WITHHOLD" your vote from all nominees. Shares voting "WITHHOLD" will not be included in the vote tally for the election of directors and will not affect the results of the vote. Our board of directors recommends voting "FOR" the election of the two nominees as the class I directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2027.

  2. PROPOSAL 1 – ELECTION OF CLASS I DIRECTORS

    PROPOSAL 1 – ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of eight members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: the class I directors are Sanjiv K. Patel, M.D. and Linda A. Hill, Ph.D., and their terms will expire at the Annual Meeting; • the class II directors are Alexis Borisy, Mark Murcko, Ph.D. and Laura Shawver, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2025; and • the class III directors are Douglas S. Ingram, Sekar Kathiresan, M.D. and Jami Rubin, and their terms will expire at the annual meeting of stockholders to be held in 2026. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Sanjiv K. Patel, M.D. and Linda A. Hill, Ph.D. for election as the class I directors at the Annual Meeting. Each of the nominees are currently directors, and each has indicated a willingness to continue to serve as a director, if elected. The Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, or the Director Guidelines, provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, judgment, skills, education, expertise and absence of conflicts of interest. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. While our Director Guidelines do not specify assigned weights to particular criteria, our board of directors and nominating and corporate governance committee believe it is essential that members of our board of directors represent diverse viewpoints and that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our board of directors to promote our strategic objectives and fulfill its responsibilities to our stockholders. Diversity includes race, ethnicity, age, and gender and is also broadly construed to take into consideration many other factors, including industry knowledge, operational experience, scientific and academic expertise and personal backgrounds. Our Director Guidelines set forth the nominating and corporate governance committee’s commitment to actively seek out highly qualified diverse candidates, including women and minority candidates, for consideration when choosing director nominees. The composition of our board of directors currently includes five individuals who are diverse under the Nasdaq listing rule regarding board diversity, as presented in the below Board Diversity Matrix. Under the Nasdaq listing rule, directors who self-identify as (i) female, (ii) an underrepresented minority, or (iii) LGBTQ+ are defined as being diverse.

  3. Board Diversity Matrix

    Board Diversity Matrix

  4. Board Diversity Matrix

    | As of April 4, 2024 | | | | | | Total Number of Directors | 8 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 5 | — | — | | Part II: Demographic Background | | | | | | African American or Black | 1 | — | — | — | | Alaskan Native or Native American | | | | | | Asian | — | 2 | — | — | | Hispanic or Latinx | | | | | | Native Hawaiian or Pacific Islander | | | | | | White | 2 | 3 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | 1 | | | | | Did Not Disclose Demographic Background | — | | | |

  5. Board Diversity Matrix

    In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and the nominating and corporate governance committee considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors.

  6. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and their ages as of April 4, 2024.

  7. Nominees for Election as Class I Directors

    | Name | Positions and Offices Held with the Company | Director Since | Age | | Sanjiv K. Patel, M.D. | Director, President and Chief Executive Officer | 2017 | 50 | | Linda A. Hill, Ph.D. | Director | 2018 | 67 |

  8. Nominees for Election as Class I Directors

    Sanjiv K. Patel, M.D. has served as a member of our board of directors and as our President and Chief Executive Officer since March 2017. Dr. Patel has also served as a member of the board of directors of Prothena Corporation plc from May 2021 to July 2023 and ARYA Sciences Acquisition Corp V from July 2021 to July 2023, both of which are public companies. Before joining our company, Dr. Patel served in various roles at Allergan from 2006 to 2017. He most recently served as Allergan’s Executive Vice President, Chief Strategy Officer from March 2015 to March 2017 and previously as Corporate Vice President, Global Strategic Marketing and Global Health Outcomes from July 2013 to March 2015. Prior to this he was a management consultant at The Boston Consulting Group and practiced as a surgeon within the UK’s National Health Service. Dr. Patel holds a MBBS from University of London, a M.A. in Medical Sciences from the University of Cambridge, a MRCS from the Royal College of Surgeons of England, and an MBA from INSEAD. We believe Dr. Patel is qualified to serve as a member of our board of directors due to his extensive experience in the life sciences industry as well as an executive at various pharmaceutical companies. Linda A. Hill, Ph.D. has served as a member of our board of directors since October 2018. Dr. Hill is the Wallace Brett Donham Professor of Business Administration and Faculty Chair of the Leadership Initiative at the Harvard Business School, where she joined the faculty in July 1984, and is the author of several leadership books and articles. Her research focuses on building innovative organizations and ecosystems and the role of the board in governing innovation. Dr. Hill is also a Founding Partner of Paradox Strategies, a leadership and advisory firm. From 2000 to October 2018, Dr. Hill served as a member of the board of directors of State Street Corp., a publicly traded company. Dr. Hill is also a member of the board of directors of Brigham and Women’s Hospital, the board of directors of Global Citizens Initiative, Inc. and the Team8 Fintech Strategic Committee. She also serves on the Advisory Board of the Aspen Institute Business and Society Program, the Advisory Board for the California Institute for Telecommunications and Information Technology, the Advisory Board of Eight Inc., the Advisory Board for the Morgan Stanley Institute for Sustainable Investing and as a Commissioner for the National Association of Corporate Directors, Future of the American Boardroom. Dr. Hill holds a B.A. in psychology from Bryn Mawr College, and a M.A. in educational psychology and a Ph.D. in behavioral sciences from the University of Chicago. We believe Dr. Hill’s experience in leadership and organizational innovation provide her with the qualifications and skills necessary to serve as a member of our board of directors. The nominees for class I director who receive the most votes (also known as a plurality) will be elected. You may vote either "FOR" all the nominees, "FOR" any one of the nominees, "WITHHOLD" your vote from all the nominees or "WITHHOLD" your vote from any one of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors. If your shares are held in "street name" by a broker, bank or other nominee, your broker, bank or other nominee does not have authority to vote your unvoted shares held by the firm for the election of directors. As a result, any shares not voted by you will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. The proposal for the election of directors relates solely to the election of class I directors nominated by our board of directors. OUR BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ELECTION OF SANJIV K. PATEL, M.D. AND LINDA A. HILL, PH.D. AS THE CLASS I DIRECTORS, TO SERVE FOR A THREE-YEAR TERM ENDING AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD IN 2027.

  9. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 4, 2024.

  10. Directors Continuing in Office

    | Name | Position and Offices Held with the Company | Director Since | Class and Year in Which Term Will Expire | Age | | Alexis Borisy | Chairperson and Director | 2015 | Class II – 2025 | 52 | | Mark Murcko, Ph.D. | Director | 2016 | Class II - 2025 | 64 | | Laura Shawver, Ph.D. | Director | 2017 | Class II - 2025 | 66 | | Douglas S. Ingram | Director | 2019 | Class III - 2026 | 61 | | Sekar Kathiresan, M.D. | Director | 2022 | Class III - 2026 | 52 | | Jami Rubin | Director | 2019 | Class III - 2026 | 60 |

  11. Class II Directors (Term Expires at the 2025 Annual Meeting of Stockholders)

    Class II Directors (Term Expires at the 2025 Annual Meeting of Stockholders) Alexis Borisy has served as a chairperson of our board of directors since our founding in April 2015 and served as interim Chief Executive Officer of our company from January 2016 to February 2017. He is the co-founder and Chairman of Curie.Bio, a venture capital firm focused on helping entrepreneurial founders launch therapeutics companies. From June 2019 to August 2021, Mr. Borisy served as Chief Executive Officer of EQRx, Inc., a biotechnology company, and from June 2019 to November 2023, Mr. Borisy served as chairman of EQRx, Inc. From 2010 to June 2019, Mr. Borisy was a partner at Third Rock Ventures, a series of venture capital funds investing in life science companies. Mr. Borisy co-founded Blueprint Medicines Corporation, a biopharmaceutical company, and served as its Interim Chief Executive Officer from 2013 to 2014 and has served as a member of its board of directors since 2011. Mr. Borisy co-founded Foundation Medicine, Inc. and served as its Interim Chief Executive Officer from 2009 to 2011 and served as a member of its board of directors from 2009 to July 2018, until its acquisition by Roche. In addition, during the past five years, Mr. Borisy has served as a member of the board of directors of various public companies, including Revolution Medicines, Inc., Magenta Therapeutics, Inc., Editas Medicine, Inc. and Tango Therapeutics, and private companies including Celsius Therapeutics, Nextech Invest, Ltd., Ropirio Therapeutics, Inc. and Sesame Therapeutics, Inc. Mr. Borisy is the Chairman of the Board of Trustees of the Boston Museum of Science, and he previously served as Chairman of the National Venture Capital Association. Mr. Borisy received an A.B. in Chemistry from the University of Chicago and an A.M. in Chemistry and Chemical Biology from Harvard University. We believe Mr. Borisy’s extensive experience as an executive of, and working with and serving on the boards of directors of, multiple biopharmaceutical and life sciences companies, his educational background and his experience working in the venture capital industry provide him with the qualifications and skills necessary to serve as a member of our board of directors. Mark Murcko, Ph.D. is a co-founder of Relay Therapeutics and has served as a member of our board of directors since July 2016. Dr. Murcko was also our interim Chief Scientific Officer from February 2016 to December 2017. Since August 2020, Dr. Murcko has been serving as a member of the board of directors of Octant, Inc. and, since October 2021, has also served as Strategic Advisor thereof. Dr. Murcko has served as a member of the board of directors of RADD Therapeutics, Inc. since July 2020, HiBio Therapeutics, Inc. since August 2021, and BioHybrid Solutions Holdings, LLC since August 2022. Since July 2012, Dr. Murcko has been a senior lecturer in the Department of Biological Engineering at MIT. From November 2018 to July 2021, Dr. Murcko served as the Chief Innovation Officer of Dewpoint Therapeutics, Inc. and has been a member of the board of directors thereof since November 2018. Until November 2011, Dr. Murcko served as the Chief Technology Officer and chair of the scientific advisory board at Vertex Pharmaceuticals, Inc. and was responsible for the identification, validation and implementation of disruptive technologies across R&D. Dr. Murcko holds a B.S. in chemistry from Fairfield University and holds a Ph.D. in organic chemistry from Yale University. We believe Dr. Murcko’s significant experience in the healthcare and biotechnology industry qualify him to serve on our board of directors. Laura Shawver, Ph.D. has served as a member of our board of directors since March 2017. Since September 2022, Dr. Shawver has served as the President and Chief Executive Officer of Capstan Therapeutics, Inc., a privately held biotechnology company, and a member of its board of directors. From April 2020 until its acquisition by ARS Pharmaceuticals, Inc. in 2022, Dr. Shawver was President and Chief Executive Officer of Silverback Therapeutics, Inc. a publicly traded biotechnology company. Dr. Shawver has served as a member of the board of directors of ARS Pharmaceuticals, Inc. since November 2022. From November 2017 until its acquisition by Sanofi, Inc. in January 2020, Dr. Shawver served as the President and Chief Executive Officer of Synthorx, Inc., a publicly traded biotechnology company, and as a member of its board of directors. From March 2020 to June 2023, Dr. Shawver also served as a member of the board of directors of publicly-traded biotechnology company, Nkarta, Inc. She also serves as a member of the board of directors of Bright Peak Therapeutics and Cleave Therapeutics, Inc. (formerly Cleave Biosciences), both of which are privately held biotechnology companies. Dr. Shawver previously served as Chief Executive Officer of Cleave Therapeutics, Inc., Entrepreneur in Residence for 5AM Ventures, Chief Executive Officer of Phenomix Corporation and President of Sugen, Inc. Dr. Shawver is the founder and director of The Clearity Foundation, a non-profit organization helping women with ovarian cancer improve their treatment options. Dr. Shawver holds a B.S. in microbiology and a Ph.D. in pharmacology from the University of Iowa. Dr. Shawver’s extensive experience leading companies in the pharmaceutical industry qualifies her to serve on our board of directors.

  12. Class III Directors (Term Expires at the 2026 Annual Meeting of Stockholders)

    Class III Directors (Term Expires at the 2026 Annual Meeting of Stockholders) Douglas S. Ingram has served as a member of our board of directors since June 2019. Mr. Ingram has served as President and Chief Executive Officer of Sarepta Therapeutics, Inc., a publicly traded biotechnology company, and a member of its board of directors since June 2017. From December 2015 until November 2016, he served as President and Chief Executive Officer of Chase Pharmaceuticals Corporation and as a member of its board of directors. Prior to joining Chase Pharmaceuticals, Mr. Ingram served as the President of Allergan, Inc. from July 2013 until it was acquired by Actavis in March 2015. At Allergan, he also served as President, Europe, Africa and Middle East from August 2010 to June 2013, and Executive Vice President, Chief Administrative Officer, and Secretary from October 2006 to July 2010. Mr. Ingram holds a B.S. from Arizona State University and a J.D. from the University of Arizona. We believe Mr. Ingram’s extensive experience leading large pharmaceutical companies provides him with the qualifications and skills necessary to serve as a member of our board of directors. Sekar Kathiresan, M.D. has served as a member of our board of directors since July 2022. Dr. Kathiresan is a co-founder of Verve Therapeutics, Inc., a publicly traded biotechnology company, and has served as its Chief Executive Officer and a member of its board of directors since July 2019. Since September 2022, Dr. Kathiresan has served as a member of the board of directors of Maze Therapeutics Inc., a privately held biotechnology company. Dr. Kathiresan is currently an honorary physician at Massachusetts General Hospital, or MGH, and was an assistant physician at MGH from July 2005 to September 2021. Dr. Kathiresan served as director of the MGH Center for Genomic Medicine from April 2016 to June 2019. He also served as director of the Cardiovascular Disease Initiative at The Broad Institute from 2015 to June 2019 as well as an Institute Member at The Broad Institute from July 2019 to September 2021. He is currently a lecturer in medicine at Harvard Medical School and was a professor of medicine at Harvard Medical School from June 2018 to July 2021. Dr. Kathiresan holds a B.A. in history from the University of Pennsylvania and an M.D. from Harvard Medical School. He completed his clinical training in internal medicine and cardiology at MGH and his postdoctoral research training in human genetics at the Framingham Heart Study and The Broad Institute. We believe Dr. Kathiresan’s extensive experience in medicine, including as a professor and practicing clinician, and the biotechnology industry, provides him with the qualifications and skills necessary to serve as a member of our board of directors. Jami Rubin has served as a member of our board of directors since October 2019. Since July 2023, Ms. Rubin has served as Chief Financial Officer of Boundless Bio, Inc., a publicly traded biotechnology company, and since May 2023, Ms. Rubin has served as a venture partner at ARCH Venture Partners, a venture capital firm. From April 2021 to March 2023, Ms. Rubin served as Chief Financial Officer of EQRx, Inc., a biotechnology company. From May 2019 to April 2021, Ms. Rubin served as a partner at PJT Partners, a global advisory-focused investment bank. Prior to that, Ms. Rubin spent more than 25 years as an equity analyst following the pharmaceutical industry. Most recently, Ms. Rubin was an equity research analyst and then partner at Goldman Sachs managing the global healthcare research team from September 2008 to October 2018. Ms. Rubin holds a B.A. from Vassar College. Ms. Rubin’s extensive financial leadership in the life sciences industry and health care investment banking provide her with the experience and skills necessary to serve on our board of directors. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

  13. Compensation Discussion and Analysis

    Compensation Discussion and Analysis The compensation committee is responsible for reviewing and approving, or recommending for approval by our board of directors, the compensation of our named executive officers, including base salary, cash and equity incentive compensation levels, severance arrangements, change-in-control benefits and other forms of executive compensation. This committee is also responsible for evaluating our company’s performance against its goals and making related recommendations to our board of directors, assessing the performance of our named executive officers, and ensuring our compensation program is aligned with the objectives described below and competitive with those of other companies in our industry that compete with us for talent. This section discusses the principles underlying the compensation committee’s policies and decisions with respect to the compensation of our named executive officers. For 2023, our named executive officers were as follows: • Sanjiv K. Patel, M.D., our President and Chief Executive Officer; • Thomas Catinazzo, our Chief Financial Officer; • Donald Bergstrom, M.D., Ph.D., our President, Research & Development; • Brian R. Adams, our Chief Legal Officer; and • Peter Rahmer, our Chief Corporate Development Officer. The following discussion should be read together with the compensation tables and related disclosures set forth below.

  14. Executive Compensation Program Overview

    | Compensation Element | Objective | Features | | Base salary | To attract, motivate and retain highly skilled executive talent. | Fixed component of pay to provide financial stability, based on responsibilities, experience, individual contributions and peer company data. | | Annual cash incentive compensation | To provide incentives that motivate and reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention. | Variable component of pay based on the achievement of annual corporate and individual goals, as applicable. | | Long-term equity incentive compensation | To align executives’ interests with those of stockholders through long-term incentives linked to the achievement of specific performance, which we believe serves to enhance short- and long-term value creation for our stockholders, and promote retention. | Long-term compensation in the form of time-based and performance-based stock options and restricted stock units, which provides incentives for employee retention, drives performance and increased stockholder value and seeks to align executive and stockholder interests. |

  15. Executive Compensation Program Overview

    | What We Do | What We Don’t Do | | ☑ Maintain an industry-specific and size-appropriate peer group for benchmarking compensation ☑ Target compensation based on market norms ☑ Deliver executive compensation primarily through variable and at-risk pay ☑ Set challenging corporate goals ☑ Offer market-competitive benefits to executives that are consistent with the rest of our employees ☑ Consult with an independent compensation consultant on compensation levels and practices ☑ Use double trigger change-in-control protection for our executive officers | ☒ Provide automatic or guaranteed annual salary increases, annual cash incentive payments or long-term equity incentive awards ☒ Allow hedging, pledging, short selling or margin calls of equity ☒ Backdating of equity incentive awards ☒ Offer excessive perquisites to our executive officers ☒ Provide supplemental executive retirement plans or special health and welfare benefits to our executive officers ☒ Tax gross-ups (unless they are provided pursuant to our standard relocation practice) |

  16. Compensation Objectives and Philosophy

    Compensation Objectives and Philosophy The compensation committee believes that the most effective compensation program is one that rewards value creation for stockholders and progress towards achieving our mission and that promotes company performance. The objectives of our executive compensation program are to: • attract, motivate and retain highly skilled executive talent; • provide incentives that motivate and reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and • align executives’ interests with those of stockholders through long-term incentives linked to the performance and appreciation of the stock price of our company, which we believe serves to enhance short- and long-term value creation for our stockholders. To achieve its objectives, the compensation committee evaluates our executive compensation program with the goal of setting total compensation at levels that align with our total rewards strategy, size, development stage, compensation practices of peer biopharmaceutical companies and the talent market, including the availability of, and demand for, particular skills and expertise. Specifically, the compensation committee targets key elements of our executive compensation program as follows, which are described in more detail below in "— Primary Elements of Executive Compensation": • Base salaries: The compensation committee generally targets base salaries at the 50th percentile of our peer group, as discussed below, and seeks to ensure that such salaries reflect each executive’s level of experience, performance and responsibility and that such levels are competitive with those of other companies in our industry and region that compete with us for executive talent. • Annual cash incentive compensation: Our compensation program links a substantial portion of our named executive officers’ compensation to the achievement of certain specified corporate goals and individual performance. The compensation committee generally targets annual performance-based cash incentive compensation at the 50th percentile of our peer group. Long-term equity incentive compensation: In addition, we provide a significant portion of our executive compensation in the form of stock options and restricted stock units, or RSUs, which primarily vest over time based on continued service. In 2023, we incorporated performance-based equity awards as part of our equity incentive program, which are comprised of stock options and RSUs that vest upon the achievement of a specified market condition. We believe this equity incentive compensation helps to retain our executives, drives strong performance and increased stockholder value and aligns our executives’ interests with those of our stockholders by allowing them to participate in the longer-term success of our company as reflected in the appreciation of our stock price. When determining equity incentive compensation for our named executive officers, the compensation committee considers a variety of factors in comparison to our named peers, including the following: annual long-term incentive target values, annual equity awards expressed as a percentage of total shares outstanding, total annual and cumulative dilution, the retentive value of outstanding awards and total equity ownership and the equity compensation practices of other companies in our industry that compete with us for talent. Given the dynamic biopharmaceutical market, the compensation committee does not overemphasize any one perspective. Rather, the committee takes a holistic perspective, further considering the factors enumerated above, the achievement of our company goals and how that impacts total shareholder return when determining actual award levels for the named executive officers. We believe that targeting overall compensation in this manner is necessary and appropriate in order to attract and retain the quality of talent we need to successfully grow our business, achieve our challenging goals, sustain strong performance, and seek to ensure that compensation levels are competitive with those of other companies against which we compete for talent. We also consider the use of additional incentives for the retention of our executive officers such as cash and equity retention awards, which are subject to continued employment. We believe this approach to overall compensation creates a strong alignment with stockholder value and encourages long-term value creation. However, any given individual employee’s compensation may vary from the targeted pay framework, based on the unique responsibilities and requirements of his or her position, his or her experience and other qualifications, internal parity relative to similar positions within our company, and individual or company performance relative to performance goals and the peer group to ensure appropriate pay-for-performance alignment. While we do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation, we generally strive to provide our named executive officers with a mix of short-term and long-term incentives to consistently encourage strong performance. As a clinical-stage precision medicine company, the specific performance factors the compensation committee considers when determining the compensation of our named executive officers include initiation and progress of preclinical and clinical studies for our product candidates; key research and development achievements; maintaining the strong financial health of our company; establishment and maintenance of key strategic relationships and new business initiatives; and development of organizational capabilities to manage, protect and sustain our operational and strategic execution and growth. These performance factors are considered by the compensation committee and board of directors when making their determinations on our annual corporate goal achievement and are a critical component in the determination of annual cash and equity incentive awards for our executive officers. The compensation committee also considers certain market factors, such as our stock price, when making determinations specific to the performance-based equity awards conditioned upon such factors.

  17. Role of the Compensation Committee and Board of Directors

    Role of the Compensation Committee and Board of Directors Our board of directors and compensation committee annually review compensation for our executive officers. In determining executive base salaries, annual cash incentive compensation and long-term equity incentive compensation, the compensation committee and our board of directors consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, annual cash incentive compensation and/or equity incentive grants. The compensation committee is responsible for determining the compensation for all executive officers other than our chief executive officer. Our board of directors, with the recommendation of the compensation committee, is responsible for determining the compensation of our chief executive officer. The compensation committee typically reviews and discusses management’s proposed compensation with the chief executive officer for all executive officers other than the chief executive officer. Based on those discussions and its discretion, taking into account the factors noted above, the compensation committee then sets the compensation for each executive officer other than the chief executive officer and recommends the compensation for the chief executive officer to our board of directors for approval. Our board of directors discusses the compensation committee’s recommendation and ultimately approves the compensation of our chief executive officer without members of management present.

  18. Role of the Compensation Consultant

    Role of the Compensation Consultant In fiscal year 2023, the compensation committee continued to retain the services of Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon, as its external compensation consultant. Our board of directors and the compensation committee considered Aon’s input on certain compensation matters as they deemed appropriate. The compensation committee requires that its compensation consultants be independent of management and performs an annual assessment of the compensation consultants’ independence to determine whether the consultants are independent. The compensation committee has assessed the independence of Aon consistent with Nasdaq listing standards and has concluded that the engagement of Aon does not raise any conflict of interest.

  19. Defining and Comparing Compensation to Market Benchmarks

    Defining and Comparing Compensation to Market Benchmarks In evaluating the total compensation of our named executive officers, the compensation committee, using information provided by Aon, establishes a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of the following criteria: • companies whose number of employees, development stage, market capitalization, and tenure as a public company are similar, though not necessarily identical to ours; • companies with similar executive positions to ours; • companies against which we believe we compete for executive and employee talent; and • public companies generally based in the United States whose compensation and financial data are available in proxy statements or through widely available compensation surveys. Based on these criteria, our 2023 peer group, as approved by the compensation committee, was comprised of the following 24 companies:

  20. Defining and Comparing Compensation to Market Benchmarks

    | Alector, Inc. | Deciphera Pharmaceuticals, Inc. | NGM Biopharmaceuticals, Inc. | | Allogene Therapeutics, Inc. | Denali Therapeutics, Inc. | Reata Pharmaceuticals, Inc. | | Arcus Biosciences | Editas Medicine, Inc. | Revolution Medicines, Inc. | | Arvinas, Inc. | IGM Biosciences, Inc. | Schrödinger, Inc. | | Beam Therapeutics Inc. | Intellia Therapeutics, Inc. | SpringWorks Therapeutics, Inc. | | Blueprint Medicines Corporation | Iovance Biotherapeutics, Inc. | Turning Point Therapeutics, Inc.* | | BridgeBio Pharma, Inc. | Kymera Therapeutics, Inc. | Vir Biotechnology, Inc. | | CRISPR Therapeutics AG | Mirati Therapeutics, Inc. | Zentalis Pharmaceuticals, Inc. |

  21. Defining and Comparing Compensation to Market Benchmarks

    * Acquired by Bristol-Myers Squibb Company in August 2022. The compensation committee believes the compensation practices of our 2023 peer group provided us with appropriate compensation data for evaluating the compensation of our named executive officers. Notwithstanding any potential similarities we may have with our 2023 peer group, due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater equity compensation potential, as well as with prestigious academic and non-profit institutions. The compensation committee and our board of directors generally target compensation for our executive officers at approximately the 50th percentile of our peer group and consider other criteria, including market factors, the experience level of the executive and the executive’s performance against established corporate and individual objectives, in determining variations to this general target range. For purposes of compensation for fiscal year 2024, the compensation committee, with the advice of Aon, examined our 2023 peer group in light of macro changes across the biopharmaceutical and biotechnology industries. With reference to number of employees, development stage, market capitalization and other key business metrics, as well as whether the companies in our 2023 peer group experienced reduced growth or change in market capitalization, the compensation committee approved the following 24 companies as our 2024 peer group:

  22. Defining and Comparing Compensation to Market Benchmarks

    | Alector, Inc. | Deciphera Pharmaceuticals, Inc. | Reata Pharmaceuticals, Inc. | | Allogene Therapeutics, Inc. | Denali Therapeutics, Inc. | Recursion Pharmaceuticals, Inc.* | | Arcus Biosciences, Inc. | Editas Medicine, Inc. | Revolution Medicines, Inc. | | Arvinas, Inc. | IGM Biosciences, Inc. | Sana Biotechnology, Inc.* | | Beam Therapeutics Inc. | Intellia Therapeutics, Inc. | Schrödinger, Inc. | | Blueprint Medicines Corporation | Iovance Biotherapeutics, Inc. | SpringWorks Therapeutics, Inc. | | BridgeBio Pharma, Inc. | Kymera Therapeutics, Inc. | Vir Biotechnology, Inc. | | CRISPR Therapeutics AG | Mirati Therapeutics, Inc. | Zentalis Pharmaceuticals, Inc. |

  23. Defining and Comparing Compensation to Market Benchmarks

    * Addition from our 2023 peer group to our 2024 peer group

  24. Primary Elements of Executive Compensation

    Primary Elements of Executive Compensation The primary elements of our executive compensation program are base salary, annual cash incentives and long-term equity incentive awards. The compensation committee uses sound judgment to allocate long-term and short-term compensation for our named executive officers, in alignment with our pay-for-performance philosophy and the long-term interests of stockholders. After reviewing information provided by our compensation consultant and other relevant data, the compensation committee exercises its judgment to determine what it believes to be the appropriate level and mix of the various compensation components. We generally strive to provide our named executive officers with both short-term and long-term incentives to encourage consistently strong performance. Ultimately, the objective in allocating between long-term and currently paid compensation is to ensure adequate base compensation to attract and retain talent, while providing incentives to maximize long-term value for our company and our stockholders. Therefore, we provide cash compensation in the form of base salary to meet competitive salary norms and reward performance on an annual basis and in the form of incentive compensation to incentivize and reward performance based on specific annual performance goals. To further focus our executives on longer-term performance, we rely upon time-based equity awards that vest over a meaningful period of time as well as performance-based equity awards that vest upon the achievement of a certain market condition, thereby reinforcing stockholder value creation. In addition, we provide our executives with benefits that are available to all employees, including medical, vision and dental insurance; life and disability insurance; medical and dependent care flexible spending accounts; a 401(k) plan; and an opportunity to invest in our company pursuant to our employee stock purchase plan. Finally, we offer our executives severance benefits upon an involuntary or constructive termination, as we believe such post-employment compensation protections are appropriate in light of similar benefits available to executive officers at companies in our peer group. We also offer our executives additional severance benefits in connection with change-in-control situations. We believe that reasonable and competitive change-in-control payments and benefits are an important part of an executive compensation program to attract and retain senior executives. We also believe such payments and benefits are in the best interests of our stockholders because they incentivize senior executives to continue to strive to achieve stockholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may lead to the departure or distraction of senior executives to the detriment of our company and our stockholders.

  25. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Our board of directors has adopted a senior executive cash incentive bonus plan, or the executive bonus plan, which is an annual bonus program intended to reward our named executive officers for meeting objective or subjective performance goals for a fiscal year. The executive bonus plan provides for cash payments based upon the attainment of performance targets established by the compensation committee, which may relate to financial and operational measures or objectives, as well as individual performance objectives. Each executive officer who is selected to participate in the executive bonus plan will have a target bonus opportunity set for each performance period. We believe this executive bonus plan provides incentive that motivates and rewards achievement of performance goals that directly correlates to enhancement of stockholder value, consistent with our compensation philosophy. Subject to the rights contained in any agreement between the executive officer and the Company, an executive officer must be employed by the Company on the bonus payment date to be eligible to receive a bonus payment. Each of our named executive officers is eligible to participate in the executive bonus plan. In December 2023, our management recommended to the compensation committee that our company’s performance against our 2023 corporate goals be assessed based on achievements against these goals during the year, which goals and achievements are discussed above under "— Fiscal Year 2023 Performance Highlights and Achievement of 2023 Corporate Goals". In light of the Company’s significant achievements in 2023, upon the recommendation of the compensation committee, our board of directors determined that our company achieved 100% of our 2023 corporate goals. The compensation committee also evaluates the individual performance of our named executive officers, with the input of our chief executive officer in the case of the evaluation of our other named executive officers and makes recommendations to our board of directors with regard to the evaluation of our chief executive officer’s individual performance. Individual performance is taken into account for purposes of determining any positive or negative adjustments to an officer’s bonus for the applicable year. As described further below, 100% of our chief executive officer’s bonus is tied to the achievement of corporate objectives since our chief executive officer has ultimate operational responsibility for the overall performance of the company. Consistent with this evaluation process, the compensation committee assessed the performance of Dr. Patel in 2023 based on our relative achievement of our corporate goals as well as his leadership in driving the execution of our strategic plans. In addition, the compensation committee determined each of the other named executive officer’s performance in 2023 by considering each officer’s individual contributions to the completion of our corporate goals and the officer’s individual achievements in executing our strategy and respective functional objectives. Based on corporate and individual performance, our board of directors approved, upon the recommendation of the compensation committee, the 2023 cash incentive payment for our chief executive officer, and the compensation committee approved the 2023 cash incentive payments for each of our other named executive officers, as follows:

  26. Annual Cash Incentive Compensation

    | Name | Target Award (% of 2023 Base Salary) | 2023 Target Award Opportunity ($) | 2023 Actual Cash Incentive Payment ($) | 2023 Actual Cash Incentive Award Payment (% of 2023 Target Award Opportunity) | | Sanjiv K. Patel, M.D. | 60% | 404,281 | 404,281 | 100% | | Thomas Catinazzo | 40% | 186,000 | 186,000 | 100% | | Donald Bergstrom, M.D., Ph.D. | 45% | 236,250 | 236,250 | 100% | | Brian R. Adams | 40% | 176,000 | 176,000 | 100% | | Peter Rahmer | 40% | 176,000 | 176,000 | 100% |

  27. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards In addition, long-term equity incentive awards provide a principal method for our executive officers to acquire a meaningful ownership interest in our company. We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain employed at our company during the vesting period. In 2023, we incorporated equity with a performance-based vesting feature in order to promote strong executive performance and increased stockholder value. Accordingly, the compensation committee and board of directors periodically review the equity incentive compensation of our named executive officers and from time to time may grant equity incentive awards to them in the form of stock options and RSUs with time-based and performance-based vesting features. Equity compensation represents the largest at-risk component of our named executive officers’ compensation arrangements. We believe that it is appropriate to align the interests of our named executive officers with those of our stockholders to achieve and sustain long-term stock price growth. We have typically used equity incentive awards to compensate our executive officers in the form of initial grants in connection with the commencement of employment and on an annual basis as they continue their employment, with any initial equity awards typically granted upon commencement of employment and any annual equity awards typically granted in the first quarter of the year following the applicable performance period. We may also grant retention equity awards to executive officers from time to time separate from the annual equity grant process. None of our named executive officers are currently party to an employment agreement that provides for an automatic award of stock options, RSUs or performance-based stock awards. In 2021 and 2022, for our named executive officers other than our chief executive officer, the compensation committee granted a combination of stock options and RSUs in connection with their annual equity awards at a fixed ratio, all of which are subject to time-based vesting conditions. In 2021 and 2022, our chief executive officer was granted time-based stock options only. In 2023, we incorporated a performance-based vesting feature as part of our equity incentive compensation program, and in connection therewith, the compensation committee granted our named executive officers, other than our chief executive officer, a combination of time-based and performance-based stock options and RSUs in connection with their annual equity awards, with our chief executive officer receiving time-based and performance-based stock options only. The compensation committee decided to grant performance-based equity awards in addition to the time-based awards, in consideration of the importance of maintaining a high-performing and stable executive team to lead the company in further advancing our programs and aligning executive compensation with stockholder value. The compensation committee determined that the addition of the performance-based vesting condition reinforces strong executive performance and retention in a competitive employment market, while remaining consistent with peer group practices. The 2023 performance-based equity awards contain a vesting condition that is contingent upon a certain threshold for our stock price. Specifically, the performance-based equity awards will only be eligible to vest if our stock price is at least $35.00 per share for at least fifteen consecutive trading days on or prior to the third anniversary of the grant date. We believe that this performance-based vesting feature further drives performance and increases stockholder value by directly tying the award to the value of our common stock. Any stock options granted to our executive officers had an exercise price equal to the closing price of our common stock as reported on the Nasdaq Global Market on the date of grant and will expire ten years after the date of grant. Any RSUs granted to our executive officers will entitle the executive officer to one share of our common stock if and when the RSU vests. Our named executive officers are subject to our policy that requires any RSU holder to sell shares to cover certain income tax withholding obligations upon each vesting of RSUs. The initial equity awards granted to executive officers upon the commencement of their employment vest as to 25% of the shares underlying the award on the first anniversary of the grant date and as to an additional 1/16th of the shares underlying the award quarterly thereafter, subject to the executive officer’s continued employment. The annual equity awards granted to executive officers, other than the performance-based equity awards granted to executive officers in 2023, vest in equal quarterly installments over a four-year vesting period, subject to the executive officer’s continued employment. The performance-based equity awards granted to our named executive officers in 2023 vest in twelve equal quarterly installments, with the first installment occurring on April 27, 2023, but contingent upon the achievement of the specified stock price condition discussed above and subject to the executive officer’s continued employment. Upon achievement of this performance condition, any stock options or RSUs that would have vested through such achievement date had the performance condition been achieved prior to April 27, 2023, will immediately vest. As of the date of this proxy statement, this performance condition has not been met. In addition to the 2023 annual equity awards described above, in May 2023, we granted a retention equity award to Mr. Rahmer in the form of time-based RSUs which vest in two equal installments on May 31, 2024 and December 31, 2024, subject to his continued employment. Upon a termination of employment, vesting for any equity awards granted to executive officers will cease and option exercise rights will generally cease three months thereafter. In specified termination and change-in-control circumstances, equity awards held by our named executive officers are subject to accelerated vesting. See "—Employment, Severance and Change-in-Control Arrangements" below for further information. In determining the size of the equity awards to our named executive officers, the compensation committee, with assistance from Aon, considers our company performance, individual performance, the potential for enhancing the creation of value for our stockholders, our company’s broader organizational equity needs and overall dilution, as well as industry and peer group benchmark data. We evaluate our equity award program on an annual basis to ensure that it appropriately links to our long-term performance by aligning the interests of our executives and our stockholders, remains competitive with industry and peer benchmarks and is consistent with our overall equity needs and dilution levels. In 2023, the compensation committee granted a combination of time-based and performance-based stock options and RSUs to our named executive officers in the amounts set forth in the table below.

  28. Long-Term Equity Incentive Awards

    | | 2023 Option Awards | | 2023 RSU Awards | | | Name | Time-Based (# Shares) | Performance- Based (# Shares) | Time-Based (# Shares) | Performance- Based (# Shares) | | Sanjiv K. Patel, M.D. | 701,680 | 701,680 | — | — | | Thomas Catinazzo | 104,600 | 97,630 | 52,300 | 48,815 | | Donald Bergstrom, M.D., Ph.D. | 160,390 | 160,390 | 80,195 | 80,195 | | Brian R. Adams | 97,630 | 73,220 | 48,815 | 36,610 | | Peter Rahmer (1) | 97,630 | 97,630 | 210,633 | 48,815 |

  29. Long-Term Equity Incentive Awards

    (1) Includes 161,818 RSUs granted to Mr. Rahmer in May 2023 as a retention award.

  30. Other Benefits

    Other Benefits Other compensation to our executives consists primarily of the broad-based benefits we offer to all regular full-time employees. Named executive officers are eligible to participate in all our employee benefit plans, in each case on the same basis as other employees. We do not offer any defined benefit pension plans or nonqualified deferred compensation arrangements for our employees, including our named executive officers. We may offer cash retention awards to our employees, including our named executive officers, for long-term retention, and consider various factors, including the availability of, and demand for, particular knowledge, skills and expertise. 401(k) Plan. We maintain a tax‑qualified 401(k) retirement plan for eligible employees in the United States, including our named executive officers. Plan participants are able to defer eligible compensation subject to applicable annual Internal Revenue Code, or the Code, limits. We provide an employer-matching contribution of up to 4.0% of eligible compensation that a participant elects to defer. Matching contributions are 100% vested when contributed. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to employees until distributed from the 401(k) plan. Health and Welfare Benefits. All of our named executive officers are eligible to participate in all of our employee benefit plans, including our medical, dental and vision insurance, medical and dependent care flexible spending accounts and group life and disability insurance, on the same basis as other employees. We also offer commuting benefits and paid time off benefits including vacation, sick time and holidays. Employee Stock Purchase Plan. Pursuant to our 2020 Employee Stock Purchase Plan, employees, including our named executive officers, have an opportunity to purchase our common stock at a discount on a tax-qualified basis through payroll deductions. Our 2020 Employee Stock Purchase Plan is designed to qualify as an "employee stock purchase plan" under Section 423 of the Code. The purpose of our 2020 Employee Stock Purchase Plan is to encourage our employees, including our named executive officers, to become our stockholders and better align their interests with those of our other stockholders. Perquisites. We do not provide perquisites or personal benefits to our named executive officers. Severance Benefits. We are party to employment agreements with each of our named executive officers, which in certain cases, provide for limited severance benefits and payments upon qualifying terminations. A description of these arrangements is set forth under the subsection titled "— Employment, Severance and Change-in-Control Arrangements" below, and information on the estimated payments and benefits that our named executive officers would have been eligible to receive as of December 31, 2023, is set forth in the subsection titled "— Employment, Severance and Change-in-Control Arrangements — Potential Payments Upon Termination or Change-in-Control" below. Retention Agreements. We have entered into retention agreements with each of Dr. Bergstrom and Mr. Rahmer. A description of each of these agreements is set forth under the subsection titled "— Employment, Severance and Change-in-Control Arrangements" below.

  31. Compensation Policies and Practices

    Compensation Policies and Practices Anti-Hedging and Pledging Policy. Our insider trading policy expressly prohibits all of our employees, including our named executive officers, as well as our directors, from engaging in speculative transactions in our stock, including buying our securities on margin, borrowing against our securities held in a margin account, engaging in short sales of our securities, and buying or selling derivatives on our securities. Our insider trading policy generally prohibits all of our employees, including our named executive officers, as well as our directors, from pledging our securities as collateral for a loan, other than as may be allowed in certain exceptional and limited circumstances. To date, no such requests have been made or approved. No Tax Gross-ups. We do not provide for any tax gross-up payments to our named executive officers. Accounting Considerations. We account for equity compensation paid to our employees under the rules of the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ACS Topic 718, which rules require us to estimate and record an expense over the service period of any such award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. To date, these accounting requirements have not impacted our executive compensation programs and practices. Tax Considerations for Deductibility of Executive Compensation. Section 162(m) of the Code, or Section 162(m), generally limits to $1 million the deduction that a public company could claim in any tax year with respect to compensation paid to anyone serving as the chief executive officer, the chief financial officer, and the top three other most highly compensated officers, and once an executive becomes a "covered employee" under Section 162(m), the individual will continue to be a "covered employee" as long as he or she remains employed by the company. In designing our executive compensation program and determining the compensation of our executive officers, including our named executive officers, the compensation committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, to maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term corporate goals, the compensation committee has not adopted a policy that all compensation must be deductible. The compensation committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense. Taxation of "Parachute" Payments and Deferred Compensation. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives "deferred compensation" that does not satisfy the requirements of Section 409A of the Code. We have not agreed to provide any executive officer, including any named executive officers, with a "gross-up" or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G, 4999 or 409A of the Code. Compensation Recovery Policy. In accordance with the requirements of the SEC and Nasdaq listing rules, the compensation committee has adopted a compensation recovery policy, or clawback policy, as of September 29, 2023. The clawback policy provides that in the event we are required to prepare a restatement of financial statements due to material noncompliance with any financial reporting requirement under securities laws, we will seek to recover any incentive-based compensation that was based upon the attainment of a financial reporting measure and that was received by any current or former executive officer during the three-year period preceding the date that the restatement was required if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements.

  32. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding total compensation, for service rendered in all capacities, earned by or paid to each of our named executive officers during the years indicated.

  33. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($)(6) | | Sanjiv K. Patel, M.D. | 2023 | 673,802 | — | — | 18,692,755 | 404,281 | — | 19,770,838 | | President and Chief Executive Officer | 2022 | 641,716 | — | — | 7,095,094 | 385,030 | — | 8,121,840 | | | 2021 | 602,550 | — | — | 7,516,145 | 414,253 | — | 8,532,948 | | Thomas Catinazzo | 2023 | 465,000 | — | 1,855,945 | 2,699,210 | 186,000 | 12,994 | 5,219,149 | | Chief Financial Officer | 2022 | 420,000 | — | 800,323 | 1,057,117 | 168,000 | 11,825 | 2,457,265 | | | 2021 | 381,100 | — | 543,548 | 734,038 | 166,731 | 10,862 | 1,836,279 | | Donald Bergstrom, M.D., Ph.D. | 2023 | 525,000 | 600,000(7) | 2,931,929 | 4,272,790 | 236,250 | 7,094 | 8,573,063 | | President, Research & Development | 2022 | 500,000 | — | 1,323,681 | 1,748,402 | 200,000 | 11,255 | 3,783,338 | | | 2021 | 475,000 | — | 1,198,716 | 1,618,816 | 237,500 | 9,760 | 3,539,792 | | Brian R. Adams | 2023 | 440,000 | — | 1,588,054 | 2,295,006 | 176,000 | 11,715 | 4,510,775 | | Chief Legal Officer | 2022 | 420,000 | — | 800,323 | 1,057,117 | 168,000 | 10,534 | 2,455,974 | | | 2021 | 401,700 | — | 543,548 | 734,038 | 200,850 | 9,499 | 1,889,635 | | Peter Rahmer (8) | 2023 | 440,000 | — | 3,554,966 | 2,600,863 | 176,000 | 10,617 | 6,782,446 | | Chief Corporate Development Officer | 2022 | 400,000 | — | 800,323 | 1,057,117 | 160,000 | 10,517 | 2,427,957 |

  34. Summary Compensation Table

    (1) The amounts include the aggregate grant date fair value of the performance-based stock options and performance-based RSUs awarded in 2023, as applicable, which will only be eligible to vest if our stock price is at least $35.00 per share for at least fifteen consecutive trading days on or prior to the third anniversary of the grant date. The aggregate grant date fair value of the performance equity grants in 2023 are $8,792,050 for Dr. Patel, $2,009,714 for Mr. Catinazzo, $3,301,628 for Dr. Bergstrom, $1,507,234 for Mr. Adams and $2,009,714 for Mr. Rahmer, respectively. As of the date of this proxy statement, this performance condition has not been met. Total compensation for each of the named executive officers in 2023 excluding the aggregate grant date fair value of the performance-based equity awards granted in 2023 is as follows: $10,978,788 for Dr. Patel, $3,209,435 for Mr. Catinazzo, $5,271,435 for Dr. Bergstrom, $3,003,541 for Mr. Adams and $4,772,732 for Mr. Rahmer, respectively. (2) The amounts reflect the aggregate grant date fair value of RSUs awarded during the applicable year, computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. These amounts reflect the accounting grant date fair value for RSUs and do not correspond to the actual economic value that may be received by the named executive officer upon settlement of the RSUs or any sale of any of the underlying shares of common stock. See note 8 to our consolidated financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2023 regarding certain assumptions we made in determining the fair value of equity awards. The amounts for 2023 include the grant date fair value of the performance-based RSUs assuming probable achievement, which is maximum achievement. (3) The amounts reflect the aggregate grant date fair value of stock options awarded during the applicable year, computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. These amounts reflect the accounting grant date fair value for stock options and do not correspond to the actual economic value that may be received by the named executive officer upon any exercise of the stock options or any sale of any of the underlying shares of common stock. See note 8 to our consolidated financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2023 regarding certain assumptions we made in determining the fair value of equity awards. The amounts for 2023 include the grant date fair value of the performance-based stock options assuming probable achievement, which is maximum achievement. (4) The amounts represent actual bonuses earned for performance during the applicable year by our named executive officers based upon the achievement of our corporate objectives for such year, as described under "— Primary Elements of Executive Compensation — Annual Cash Incentive Compensation." (5) The amounts reported reflect matching contributions to our 401(k) plan. (6) Total compensation for each of the named executive officers in 2023 excluding the aggregate grant date fair value of the performance-based equity awards granted in 2023 is as follows: $10,978,788 for Dr. Patel, $3,209,435 for Mr. Catinazzo, $5,271,435 for Dr. Bergstrom, $3,003,541 for Mr. Adams and $4,772,732 for Mr. Rahmer, respectively. (7) Represents a cash retention bonus paid to Mr. Bergstrom pursuant to his retention agreement. See "— Employment, Severance and Change-in-Control Arrangements— Retention Agreement with Donald Bergstrom, M.D., Ph.D." Mr. Rahmer was not a named executive officer in 2021.

  35. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table sets forth information concerning each grant of an award made to a named executive officer during the fiscal year ended December 31, 2023 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received:

  36. Grants of Plan-Based Awards for Fiscal Year 2023

    | Name | Grant Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target ($)(1) | Estimated Future Payouts Under Equity Incentive Plan Awards Target (#)(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/share)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Sanjiv K. Patel, M.D. | Annual Cash Incentive | | 404,281 | — | — | — | — | — | | | Time-Based Options | 1/17/2023 | — | — | — | 701,680 | 20.45 | 9,900,705 | | | Performance-Based Options | 1/17/2023 | — | 701,680 | — | — | 20.45 | 8,792,050 | | Thomas Catinazzo | Annual Cash Incentive | | 186,000 | — | — | — | — | — | | | Time-Based RSUs | 1/17/2023 | — | — | 52,300 | — | — | 1,069,535 | | | Time-Based Options | 1/17/2023 | — | — | — | 104,600 | 20.45 | 1,475,906 | | | Performance-Based RSUs | 1/17/2023 | — | 48,815 | — | — | — | 786,410 | | | Performance-Based Options | 1/17/2023 | — | 97,630 | — | — | 20.45 | 1,223,304 | | Donald Bergstrom, M.D., Ph.D. | Annual Cash Incentive | | 236,250 | — | — | — | — | — | | | Time-Based RSUs | 1/17/2023 | — | — | 80,195 | — | — | 1,639,988 | | | Time-Based Options | 1/17/2023 | — | — | — | 160,390 | 20.45 | 2,263,103 | | | Performance-Based RSUs | 1/17/2023 | — | 80,195 | — | — | — | 1,291,941 | | | Performance-Based Options | 1/17/2023 | — | 160,390 | — | — | 20.45 | 2,009,687 | | Brian R. Adams | Annual Cash Incentive | | 176,000 | — | — | — | — | — | | | Time-Based RSUs | 1/17/2023 | — | — | 48,815 | — | — | 998,267 | | | Time-Based Options | 1/17/2023 | — | — | — | 97,630 | 20.45 | 1,377,559 | | | Performance-Based RSUs | 1/17/2023 | — | 36,610 | — | — | — | 589,787 | | | Performance-Based Options | 1/17/2023 | — | 73,220 | — | — | 20.45 | 917,447 | | Peter Rahmer | Annual Cash Incentive | | 176,000 | — | — | — | — | — | | | Time-Based RSUs | 1/17/2023 | — | — | 48,815 | — | — | 998,267 | | | Time-Based Options | 1/17/2023 | — | — | — | 97,630 | 20.45 | 1,377,559 | | | Performance-Based RSUs | 1/17/2023 | — | 48,815 | — | — | — | 786,410 | | | Performance-Based Options | 1/17/2023 | — | 97,630 | — | — | 20.45 | 1,223,304 | | | Retention RSUs | 5/30/2023(7) | — | — | 161,818 | — | — | 1,770,289 |

  37. Grants of Plan-Based Awards for Fiscal Year 2023

    (1) The amounts represent the target award opportunity payable to each named executive officer under our executive bonus plan as described under "— Primary Elements of Executive Compensation — Annual Cash Incentive Compensation" above. The actual amounts paid to each named executive officer for 2023 are provided in the "Summary Compensation Table." As there are no threshold amounts or no maximum limit with respect to these annual cash incentive payments, the columns "Threshold ($)" and "Maximum ($)" are inapplicable and therefore have been omitted from this table. (2) Consists of the RSUs and stock options granted under our 2020 Stock Option and Incentive Plan that are subject to a performance-based vesting condition, as described in the footnotes to the "Outstanding Equity Awards at Fiscal Year-End Table" below. As there is only a single level of performance, the columns "Threshold (#)" and "Maximum (#)" have been omitted from this table. As of the date of this proxy statement, the performance condition has not been met. (3) Consists of the RSUs granted under our 2020 Stock Option and Incentive Plan that are subject to time-based vesting conditions, as described in the footnotes to the "Outstanding Equity Awards at Fiscal Year-End Table" below. (4) Consists of stock options granted under our 2020 Stock Option and Incentive Plan that are subject to time-based vesting conditions, as described in the footnotes to the "Outstanding Equity Awards at Fiscal Year-End Table" below. (5) The exercise price of these stock options is equal to the closing price of our common stock as reported on the Nasdaq Global Market on the grant date. (6) The amounts reflect the aggregate grant date fair value of stock options and RSUs awarded in 2023, computed in accordance with the provisions of FASB ASC Topic 718. These amounts reflect the accounting grant date fair value for the stock options and RSUs and do not correspond to the actual economic value that may be received by the named executive officer upon exercise of the stock options, settlement of the RSUs or any sale of any of the underlying shares of common stock. See note 8 to our consolidated financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2023 regarding certain assumptions we made in determining the fair value of equity awards. The amounts for 2023 include the grant date fair value of the performance-based RSUs and stock options assuming probable achievement, which is maximum achievement. This RSU grant was awarded for retention purposes.

  38. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table sets forth information concerning outstanding equity awards held by each of our named executive officers at December 31, 2023. All equity awards granted prior to 2021 set forth in the table below were granted under our 2016 Stock Option and Grant Plan and all equity awards granted in 2021 and thereafter set forth in the table below were granted under our 2020 Stock Option and Incentive Plan.

  39. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#) Unearned | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock that have not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock that have not Vested ($)(2) | | Sanjiv K. Patel, M.D. | 4/23/2019 | 4/23/2019(4) | 568,779 | — | — | 5.04 | 4/22/2029 | — | — | — | — | | | 3/2/2020 | 6/23/2020 | 164,894 | 23,557 | — | 5.22 | 3/1/2030 | — | — | — | — | | | 3/2/2020 | 12/11/2020 | 424,014 | 141,339 | — | 5.22 | 3/1/2030 | — | — | — | — | | | 3/26/2021 | 3/26/2021 | 223,437 | 101,563 | — | 34.25 | 3/25/2031 | — | — | — | — | | | 1/27/2022 | 1/27/2022 | 230,623 | 296,517 | — | 20.38 | 1/26/2032 | — | — | — | — | | | 1/17/2023 | 1/17/2023 | 131,565 | 570,115 | — | 20.45 | 1/16/2033 | — | — | — | — | | | 1/17/2023 | 1/17/2023(3) | — | — | 701,680 | 20.45 | 1/16/2033 | — | — | — | — | | Thomas Catinazzo | 4/23/2019 | 4/23/2019(4) | 56,323 | — | — | 5.04 | 4/22/2029 | — | — | — | — | | | 3/2/2020 | 6/23/2020 | 13,860 | 1,981 | — | 5.22 | 3/1/2030 | — | — | — | — | | | 3/2/2020 | 12/11/2020 | 35,641 | 11,881 | — | 5.22 | 3/1/2030 | — | — | — | — | | | 3/26/2021 | 3/26/2021 | 21,821 | 9,919 | — | 34.25 | 3/25/2031 | — | — | — | — | | | 3/26/2021 | 3/26/2021 | — | — | — | — | — | 4,960 | 54,610 | — | — | | | 1/27/2022 | 1/27/2022 | 34,361 | 44,179 | — | 20.38 | 1/26/2032 | — | — | — | — | | | 1/27/2022 | 1/27/2022 | — | — | — | — | — | 22,090 | 243,211 | — | — | | | 1/17/2023 | 1/17/2023 | 19,612 | 84,988 | — | 20.45 | 1/16/2033 | — | — | — | — | | | 1/17/2023 | 1/17/2023 | — | — | — | — | — | 42,494 | 467,859 | — | — | | | 1/17/2023 | 1/17/2023(3) | — | — | 97,630 | 20.45 | 1/16/2033 | — | — | — | — | | | 1/17/2023 | 1/17/2023(3) | — | — | — | — | — | — | — | 48,815 | 537,453 | | Donald Bergstrom, M.D., Ph.D. | 4/10/2018 | 4/2/2018(4) | 93,456 | — | — | 4.12 | 4/9/2028 | — | — | — | — | | | 4/23/2019 | 4/23/2019(4) | 98,566 | — | — | 5.04 | 4/22/2029 | — | — | — | — | | | 3/2/2020 | 6/23/2020 | 27,721 | 3,961 | — | 5.22 | 3/1/2030 | — | — | — | — | | | 3/2/2020 | 12/11/2020 | 71,283 | 23,762 | — | 5.22 | 3/1/2030 | — | — | — | — | | | 3/26/2021 | 3/26/2021 | 48,123 | 21,875 | — | 34.25 | 3/25/2031 | — | — | — | — | | | 3/26/2021 | 3/26/2021 | — | — | — | — | — | 10,938 | 120,427 | — | — | | | 1/27/2022 | 1/27/2022 | 56,831 | 73,069 | — | 20.38 | 1/26/2032 | — | — | — | — | | | 1/27/2022 | 1/27/2022 | — | — | — | — | — | 36,535 | 402,250 | — | — | | | 1/17/2023 | 1/17/2023 | 30,073 | 130,317 | — | 20.45 | 1/16/2033 | — | — | — | — | | | 1/17/2023 | 1/17/2023 | — | — | — | — | — | 65,159 | 717,401 | — | — | | | 1/17/2023 | 1/17/2023(3) | — | — | 160,390 | 20.45 | 1/16/2033 | — | — | — | — | | | 1/17/2023 | 1/17/2023(3) | — | — | — | — | — | — | — | 80,195 | 882,947 |

  40. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#) Unearned | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock that have not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock that have not Vested ($)(2) | | Brian R. Adams | 3/23/2018 | 3/19/2018(4) | 140,786 | — | — | 4.12 | 3/22/2028 | — | — | — | — | | | 4/23/2019 | 4/23/2019(4) | 49,283 | — | — | 5.04 | 4/22/2029 | — | — | — | — | | | 3/2/2020 | 6/23/2020 | 14,784 | 2,113 | — | 5.22 | 3/1/2030 | — | — | — | — | | | 3/2/2020 | 12/11/2020 | 38,018 | 12,673 | — | 5.22 | 3/1/2030 | — | — | — | — | | | 3/26/2021 | 3/26/2021 | 21,821 | 9,919 | — | 34.25 | 3/25/2031 | — | — | — | — | | | 3/26/2021 | 3/26/2021 | — | — | — | — | — | 4,960 | 54,610 | — | — | | | 1/27/2022 | 1/27/2022 | 34,361 | 44,179 | — | 20.38 | 1/26/2032 | — | — | — | — | | | 1/27/2022 | 1/27/2022 | — | — | — | — | — | 22,090 | 243,211 | — | — | | | 1/17/2023 | 1/17/2023 | 18,305 | 79,325 | — | 20.45 | 1/16/2033 | — | — | — | — | | | 1/17/2023 | 1/17/2023 | — | — | — | — | — | 39,663 | 436,690 | — | — | | | 1/17/2023 | 1/17/2023(3) | — | — | 73,220 | 20.45 | 1/16/2033 | — | — | — | — | | | 1/17/2023 | 1/17/2023(3) | — | — | — | — | — | — | — | 36,610 | 403,076 | | Peter Rahmer | 3/27/2020 | 3/27/2020(5) | 29,603 | 4,841 | — | 5.21 | 3/26/2030 | — | — | — | — | | | 6/22/2020 | 6/22/2020 | 86,245 | 12,321 | — | 14.06 | 6/21/2030 | — | — | — | — | | | 3/26/2021 | 3/26/2021 | 21,821 | 9,919 | — | 34.25 | 3/25/2031 | — | — | — | — | | | 3/26/2021 | 3/26/2021 | — | — | — | — | — | 4,960 | 54,610 | — | — | | | 1/27/2022 | 1/27/2022 | 34,361 | 44,179 | — | 20.38 | 1/26/2032 | — | — | — | — | | | 1/27/2022 | 1/27/2022 | — | — | — | — | — | 22,090 | 243,211 | — | — | | | 1/17/2023 | 1/17/2023 | 18,305 | 79,325 | — | 20.45 | 1/16/2033 | — | — | — | — | | | 1/17/2023 | 1/17/2023 | — | — | — | — | — | 39,663 | 436,690 | — | — | | | 1/17/2023 | 1/17/2023(3) | — | — | 97,630 | 20.45 | 1/16/2033 | — | — | — | — | | | 1/17/2023 | 1/17/2023(3) | — | — | — | — | — | — | — | 48,815 | 537,453 | | | 5/30/2023 | 5/30/2023(6) | — | — | — | — | — | 161,818 | 1,781,616 | — | — |

  41. Outstanding Equity Awards at Fiscal Year-End 2023

    Except as otherwise specified, represents equity awards that vest in 16 equal quarterly installments following the vesting commencement date, subject to the executive officer’s continued employment through each applicable vesting date. (2) The market price of our common stock is based on the closing price of our common stock on the Nasdaq Global Market on December 29, 2023, which was $11.01. (3) Represents performance-based stock option awards and RSUs that vest in twelve equal quarterly installments, with the first installment occurring on April 27, 2023, if our stock price is at least $35.00 per share for at least fifteen consecutive trading days on or prior to the third anniversary of the grant date. As of the date of this proxy statement, this performance condition has not been met. Upon achievement of this performance condition, any stock options or RSUs that would have vested through such achievement date had the performance condition been achieved prior to April 27, 2023, will immediately vest. Amounts reported in this table represent target performance, which is maximum performance. (4) Represents stock option awards that have fully vested. (5) Represents stock option awards that vest as follows: 25% of the shares underlying the option cliff vest on the one-year anniversary of the vesting commencement date and the remaining 75% vest in 12 equal quarterly installments thereafter, subject to the executive officer's continued employment through each applicable vesting date. Represents a RSU award granted for retention purposes that vests as follows: 50% of the shares underlying the RSUs vest on May 31, 2024 and the remaining 50% vest on December 31, 2024.

  42. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table sets forth information concerning option exercises and the vesting of RSU awards for each of our named executive officers during the fiscal year ended December 31, 2023:

  43. Option Exercises and Stock Vested in Fiscal Year 2023

    | | 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) | | Sanjiv K. Patel, M.D. | 126,000 | 1,957,907 | — | — | | Thomas Catinazzo | — | — | 23,590 | 266,825 | | Donald Bergstrom, M.D., Ph.D. | — | — | 40,022 | 455,682 | | Brian R. Adams | — | — | 22,936 | 260,489 | | Peter Rahmer | — | — | 22,936 | 260,489 |

  44. Option Exercises and Stock Vested in Fiscal Year 2023

    (1) The value realized when the stock options were exercised represents (i) the excess of the closing price of a share of our common stock as reported on the Nasdaq Global Market on the date of exercise over the per share exercise price of the stock option, multiplied by (ii) the number of option shares exercised. (2) The value realized upon vesting of RSUs is calculated by multiplying the number of RSUs vested by the closing price of a share of our common stock as reported on the Nasdaq Global Market on the vest date.

  45. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The amount of compensation and benefits payable to each named executive officer under our current employment agreements in various termination and/or change-in-control situations has been estimated in the table below, which assumes that such termination and/or change-in-control occurred on December 29, 2023 and that no non-competition provisions will be enforced following any such termination. The value of the equity vesting acceleration was calculated based on the assumption that the change-in-control and/or executive’s employment termination occurred on December 29, 2023, the last business day of the fiscal year ended December 31, 2023. For purposes of the following table, we have used $11.01 per share, which was the closing price of our common stock as reported on the Nasdaq Global Market on December 29, 2023, to estimate the value of our common stock upon acceleration. The value of the option vesting acceleration was calculated by multiplying the number of unvested shares underlying time-based stock options subject to vesting acceleration as of December 31, 2023 by the difference between the closing price of our common stock as reported on the Nasdaq Global Market on December 29, 2023 (the last business day of the fiscal year ended December 31, 2023) and the exercise price for such unvested stock options. The value of the RSU vesting acceleration was calculated by multiplying the number of unvested time-based RSUs subject to vesting acceleration as of December 29, 2023 by the closing price of our common stock as reported on the Nasdaq Global Market on December 29, 2023 (the last business day of the fiscal year ended December 31, 2023).

  46. Potential Payments Upon Termination or Change-in-Control

    | Name | Executive Benefits and Payment upon Termination | Termination by Company without Cause Not in Connection with a Change in Control ($) | Voluntary Resignation for Good Reason Not in Connection with a Change in Control ($) | Termination by Company without Cause in Connection with a Change in Control ($) | Voluntary Resignation for Good Reason in Connection with a Change in Control ($) | | Sanjiv K. Patel, M.D. | Cash severance payments | 1,414,984(1) | 1,414,984(1) | 1,414,984(2) | 1,414,984(2) | | | Healthcare continuation | 35,554(3) | 35,554(3) | 35,554(3) | 35,554(3) | | | Acceleration of equity award vesting | 954,748(4) | 954,748(4) | 954,748(5) | 954,748(5) | | | Total | 2,405,286 | 2,405,286 | 2,405,286 | 2,405,286 | | Thomas Catinazzo | Cash severance payments | 651,000(6) | 651,000(6) | 651,000(7) | 651,000(7) | | | Healthcare continuation | — | — | — | — | | | Acceleration of equity award vesting | — | — | 845,940(5) | 845,940(5) | | | Total | 651,000 | 651,000 | 1,496,940 | 1,496,940 | | Donald Bergstrom, M.D., Ph.D. | Cash severance payments | 761,250(6) | 761,250(6) | 761,250(7) | 761,250(7) | | | Cash retention payments | 600,000(8) | — | 600,000(8) | — | | | Healthcare continuation | 23,703(9) | 23,703(9) | 23,703(9) | 23,703(9) | | | Acceleration of equity award vesting | — | — | 1,400,594(5) | 1,400,594(5) | | | Total | 1,384,953 | 784,953 | 2,785,547 | 2,185,547 | | Brian R. Adams | Cash severance payments | 616,000(6) | 616,000(6) | 616,000(7) | 616,000(7) | | | Healthcare continuation | 23,648(9) | 23,648(9) | 23,648(9) | 23,648(9) | | | Acceleration of equity award vesting | — | — | 820,121(5) | 820,121(5) | | | Total | 639,648 | 639,648 | 1,459,769 | 1,459,769 | | Peter Rahmer | Cash severance payments | 616,000(6) | 616,000(6) | 616,000(7) | 616,000(7) | | | Cash retention payments | 600,000(10) | — | 600,000(10) | — | | | Healthcare continuation | 8,631(9) | 8,631(9) | 8,631(9) | 8,631(9) | | | Acceleration of equity award vesting | — | — | 2,544,204(5) | 2,544,204(5) | | | Total | 1,224,631 | 624,631 | 3,768,835 | 3,168,835 |

  47. Potential Payments Upon Termination or Change-in-Control

    (1) Represents an amount equal to the sum of 18 months of Dr. Patel’s base salary in effect as of December 31, 2023 and Dr. Patel’s target bonus opportunity for 2023, payable in 12 equal monthly installments. (2) Represents a lump sum payment equal to 1.5 times the sum of Dr. Patel’s base salary in effect as of December 31, 2023 and Dr. Patel’s target bonus opportunity for 2023. (3) Represents a monthly cash payment for 18 months for continued health insurance benefits under COBRA. (4) Represents the acceleration of vesting as to the unvested time-based equity awards held by Dr. Patel for 12 months following December 31, 2023, including pro rata vesting for the vesting quarter ending after December 31, 2024. (5) Represents the acceleration of vesting as to 100% of the unvested time-based equity awards held by the named executive officer. (6) Represents an amount equal to the sum of 12 months of the named executive officer’s base salary in effect as of December 31, 2023 and the named executive officer’s target bonus opportunity for 2023, payable in 12 equal monthly installments. (7) Represents a lump sum payment equal to 1.0 times the sum of the named executive officer’s base salary in effect as of December 31, 2023 and the named executive officer’s target bonus opportunity for 2023. (8) Represents the portion of the cash retention award that Dr. Bergstrom is entitled to receive on May 31, 2024, which is subject to acceleration in the event of a termination without cause. Represents a monthly cash payment for 12 months for continued health insurance benefits under COBRA. Represents the aggregate cash retention award that Mr. Rahmer is entitled to receive in equal installments on each of May 31, 2024 and December 31, 2024, which are subject to acceleration in the event of a termination without cause.

  48. CEO PAY RATIO

    CEO PAY RATIO Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs are designed to encourage and reward all employees who contribute to our success. We strive to ensure the pay of each of our employees reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are generally set to be market-competitive. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute. Under applicable SEC rules, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our chief executive officer, or the CEO Pay Ratio. The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. We determined our median compensated employee by using base salary, bonuses, grant date fair value of equity awards granted to employees and matching contributions to our 401(k) plan in 2023 as our consistently applied compensation measure. We applied this measure to our employee population as of December 31, 2023, the last day of our 2023 fiscal year, and annualized base salaries for permanent full-time employees that did not work the full year. We calculated the median compensated employee’s 2023 annual total compensation using the same methodology that is used to calculate our chief executive officer’s annual total compensation in the table entitled "Summary Compensation Table." The 2023 annual total compensation of our chief executive officer, Dr. Patel, was $19,770,838, the 2023 annual total compensation of our median compensated employee was $328,908, and the ratio of these amounts is 60 to 1. Thus, this pay ratio reflects a reasonable estimate consistent with SEC rules based on the methodology we described above. The increase in the CEO Pay Ratio from that reported for 2022 is primarily driven by the introduction of performance-based equity to our compensation program in 2023 and the value of the performance-based equity award granted to Dr. Patel in January 2023. As of the date of this proxy statement, the performance condition for this equity award has not been met. This ratio would have been approximately 33 to 1 if we excluded such performance-based equity grant. Because SEC rules for identifying a median compensated employee allow companies to apply certain exclusions, include estimates, and adopt different methodologies that reflect their employee population and compensation practices, the ratio above may not be comparable to the CEO pay ratio reported by other companies.

  49. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with the SEC’s disclosure requirements regarding pay versus performance, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed fiscal years. In determining the "compensation actually paid" to our named executive officers, we are required to make various adjustments to amounts that are reported in the Summary Compensation Table, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. We make our compensation decisions independently of disclosure requirements. As a general matter, we do not use financial performance measures when setting compensation goals and making compensation decisions for our executive officers, except for certain performance-based equity awards with a specified market condition, including those that were granted to our named executive officers in January 2023. Accordingly, we have included "stock price" as our "company selected measure" in the table below.

  50. Pay Versus Performance Table

    Pay Versus Performance Table Our chief executive officer is the Principal Executive Officer, or PEO. The following table sets forth information concerning the compensation of our PEO and our non-PEO named executive officers, or non-PEO NEOs, for each of the fiscal years ending December 31, 2020, 2021, 2022 and 2023 and our financial performance as measured by metrics set forth by the rules of the SEC for each such fiscal year.

  51. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3) | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | Net Income (Loss) (in thousands)(5) | Company Stock Price ($)(7) | | 2023 | $19,770,838 | $5,289,038 | $6,271,358 | $2,659,332 | $31.41 | $98.41 | $(341,973) | $10.13 | | 2022(6) | $8,121,840 | $(5,230,907) | $2,781,134 | $777,890 | $42.62 | $94.87 | $(290,509) | $16.32 | | 2021(6) | $8,532,948 | $(3,353,876) | $2,255,079 | $353,356 | $87.62 | $106.48 | $(363,872) | $29.87 | | 2020(6) | $3,576,319 | $62,932,267 | $952,647 | $10,640,505 | $118.57 | $107.16 | $(52,412) | $47.85 |

  52. Pay Versus Performance Table

    (1) In each of 2023, 2022, 2021 and 2020, Dr. Patel was our PEO. (2) During each of 2023 and 2022, our non-PEO NEOs consisted of Mr. Catinazzo, Dr. Bergstrom, Mr. Adams and Mr. Rahmer. During 2021, our non-PEO NEOs consisted of Mr. Catinazzo, Dr. Bergstrom, Mr. Adams and Mr. Porter. During 2020, our non-PEO NEOs consisted of Dr. Bergstrom and Mr. Adams. (3) Compensation Actually Paid has been calculated in accordance with Item 402(v) of Regulation S-K, reflecting adjustments in the value of equity awards granted and outstanding to each of our PEO and non-PEO NEOs in the applicable year. The following adjustments were made to the amounts reported for our PEO and non-PEO NEOs in the "Total" from the Summary Compensation Table for each year to calculate Compensation Actually Paid. The amounts presented for Compensation Actually Paid do not reflect compensation actually earned, realized, or received by our named executive officers in the applicable year.

  53. Pay Versus Performance Table

    | 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 ($) | | 2023 | $19,770,838 | $(18,692,755) | $4,210,955 | $5,289,038 | | 2022 | $8,121,840 | $(7,095,094) | $(6,257,653) | $(5,230,907) | | 2021 | $8,532,948 | $(7,516,145) | $(4,370,679) | $(3,353,876) | | 2020 | $3,576,319 | $(2,589,131) | $61,945,079 | $62,932,267 |

  54. Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for non-PEO NEOs ($)(a) | Average Inclusion of Equity Values for non-PEO NEOs (b) | Average Compensation Actually Paid to non-PEO NEOs ($) | | 2023 | $6,271,358 | $(5,449,691) | $1,837,665 | $2,659,332 | | 2022 | $2,781,134 | $(2,161,101) | $157,857 | $777,890 | | 2021 | $2,255,079 | $(1,624,937) | $(276,786) | $353,356 | | 2020 | $952,647 | $(333,712) | $10,021,570 | $10,640,505 |

  55. Pay Versus Performance Table

    (a) Amounts in the "Exclusion of Stock Awards and Option Awards" columns represent the grant date fair value of stock option and stock awards granted during the applicable year, calculated in accordance with FASB ASC Topic 718. These amounts represent the aggregate total amounts reported in the "Stock Awards" and "Option Awards" columns of the Summary Compensation Table for the applicable year. (b) Amounts in the "Inclusion of Equity Values" columns are calculated as follows. With respect to 2020, Inclusion of Equity Values for all awards granted prior to the initial public offering in July 2020 that remained unvested as of the initial public offering have been calculated from the last day of the prior fiscal year using a 409A valuation representing the fair value of the awards as of such date in our initial value calculations.

  56. Pay Versus Performance Table

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total Inclusion of Equity Values for PEO ($) | | 2023 | $6,626,642 | $(2,239,885) | $908,670 | $(1,084,472) | — | $4,210,955 | | 2022 | $4,842,198 | $(8,801,732) | $1,478,276 | $(3,776,395) | — | $(6,257,653) | | 2021 | $5,541,152 | $(9,031,828) | $1,398,375 | $(2,278,378) | — | $(4,370,679) | | 2020 | $27,572,480 | $23,014,951 | $996,996 | $10,360,652 | — | $61,945,079 |

  57. Pay Versus Performance Table

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total Average Inclusion of Equity Values for non-PEO NEOs ($) | | 2023 | $2,252,206 | $(456,035) | $253,485 | $(211,991) | | $1,837,665 | | 2022 | $1,394,020 | $(1,211,776) | $452,862 | $(477,249) | — | $157,857 | | 2021 | $1,191,952 | $(1,331,151) | $316,362 | $(453,949) | — | $(276,786) | | 2020 | $3,553,811 | $5,077,567 | $128,497 | $1,261,695 | — | $10,021,570 |

  58. Pay Versus Performance Table

    (4) The Cumulative Total Shareholder Return, or TSR, represents the cumulative total shareholder return of the Company over the measurement period. The Peer Group TSR utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph included in the 2023 Annual Report as required by Item 201(e) of Regulation S-K. The comparison assumes $100 was invested in our common stock and in the Nasdaq Biotechnology Index for the period starting July 16, 2020, using the closing market price on the first trading day of our common stock, through the end of the listed year, and it assumes reinvestment of dividends, if any. Historical stock performance is not necessarily indicative of, nor is it intended to forecast, future stock price performance. (5) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. (6) The Compensation Actually Paid to PEO and the Average Compensation Actually Paid to Non-PEO NEOs were revised for each of 2022 and 2021 to reflect certain corrections to the underlying calculations, and the Compensation Actually Paid to PEO and the Average Compensation Actually Paid to Non-PEO NEOs were revised for 2020 to reflect updates to the initial valuation calculations for awards granted prior to the initial public offering in July 2020. (7) As indicated above, performance-based equity awards with a specified market condition were granted to our named executive officers in January 2023. The "stock price" included as our "Company Selected Measure" for 2023 reflects the average price of our common stock for the thirty-day period ending December 31, 2023, 2022, 2021, and 2020. We did not use any financial performance measures to link executive compensation to our financial performance prior to 2023.

  59. Description of Relationship Between PEO and non-PEO NEO Compensation Actually Paid and Company TSR

    Description of Relationship Between PEO and non-PEO NEO Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO and the average of the Compensation Actually Paid to our non-PEO NEOs versus our cumulative TSR over the reporting period commencing with our initial public offering and ending on December 31, 2023.

  60. Description of Relationship Between PEO and non-PEO NEO Compensation Actually Paid and Net Income (Loss)

    Description of Relationship Between PEO and non-PEO NEO Compensation Actually Paid and Net Income (Loss) The following chart provides a graphical representation of the Compensation Actually Paid to our PEO and the average of the Compensation Actually Paid to our non-PEO named executive officers versus net income (loss).

  61. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below shows all compensation earned by or paid to our non-employee directors during the year ended December 31, 2023. Sanjiv K. Patel, M.D., our President and Chief Executive Officer, does not receive any compensation for his services as director and, consequently, is not included in this table. The compensation received by Dr. Patel during 2023 is set forth in the section of this proxy statement captioned "Executive Compensation."

  62. DIRECTOR COMPENSATION

    | Name | Fees Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | Alexis Borisy(3) | 92,500 | 488,638 | 581,138 | | Linda A. Hill, Ph.D.(4) | 62,500 | 488,638 | 551,138 | | Douglas S. Ingram(5) | 60,000 | 488,638 | 548,638 | | Mark Murcko, Ph.D.(6) | 60,000 | 488,638 | 548,638 | | Sekar Kathiresan, M.D. (7) | 50,000 | 488,638 | 538,638 | | Laura Shawver, Ph.D.(8) | 62,500 | 488,638 | 551,138 | | Jami Rubin(9) | 70,000 | 488,638 | 558,638 |

  63. DIRECTOR COMPENSATION

    (1) Amounts represent cash compensation for services rendered during 2023 by each member of our board of directors. (2) Amounts shown reflect the grant date fair value of stock option awards granted during 2023. The grant date fair value was computed in accordance with FASB ASC Topic 718. These amounts reflect the accounting grant date fair value for the stock options and do not correspond to the actual economic value that may be received by the director upon exercise of the stock options or any sale of any of the underlying shares of common stock. See note 8 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding certain assumptions we made in determining the fair value of option awards. (3) As of December 31, 2023, Mr. Borisy held 165,894 unexercised options. (4) As of December 31, 2023, Dr. Hill held 182,791 unexercised options. (5) As of December 31, 2023, Mr. Ingram held 182,791 unexercised options. (6) As of December 31, 2023, Dr. Murcko held 158,852 unexercised options. (7) As of December 31, 2023, Dr. Kathiresan held 137,936 unexercised options. (8) As of December 31, 2023, Dr. Shawver held 144,772 unexercised options. (9) As of December 31, 2023, Ms. Rubin held 165,894 unexercised options.

  64. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Under our non-employee director compensation policy, we pay our non-employee directors a cash retainer for service on our board of directors and for service on each committee on which the director is a member. The chairperson of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. No additional compensation is paid for attending individual meetings of our board of directors or committees thereof. We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred by our non-employee directors in connection with attending our meetings of our board of directors and committees thereof. Our non-employee director compensation policy was amended effective as of June 1, 2023, or the amended policy, and pursuant to the amended policy, the annual fee payable to each non-employee director for service on our board of directors was increased from $40,000 to $45,000. Additionally, the annual fees payable to each audit committee member and each research and development committee member were increased from $7,500 to $10,000 and $5,000 to $7,500, respectively. The chairperson additional fee for each of the audit committee and research and development committee were also increased from $15,000 to $20,000 and $10,000 to $15,000, respectively. As amended in June 2023, the fees paid to non-employee directors for service on our board of directors and for service on each committee of our board of directors on which the director is a member pursuant to the amended non-employee director compensation policy were as follows:

  65. Non-Employee Director Compensation Policy

    | | Member Annual Fee ($) | Chairperson Additional Annual Fee ($) | | Board of Directors | 45,000 | 30,000 | | Audit Committee | 10,000 | 20,000 | | Compensation Committee | 7,500 | 15,000 | | Nominating and Corporate Governance Committee | 5,000 | 10,000 | | Research and Development Committee | 7,500 | 15,000 |

  66. Non-Employee Director Compensation Policy

    The additional annual fee set forth above for chairperson service is in addition to the annual fee that each chairperson receives as a member of our board of directors and the respective committee. In addition, pursuant to the amended policy, each new non-employee director elected to our board of directors will be granted an option to purchase the number of shares of our common stock having a grant date fair value of $977,280 on the date of such director’s election or appointment to our board of directors, which will vest ratably in 36 equal monthly installments following the grant date, subject to the director’s continued service on our board of directors through such vesting date. On the date of each annual meeting of stockholders of our company, each non-employee director will be granted an additional option to purchase the number of shares of our common stock having a grant date fair value of $488,640, which will vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting of stockholders, subject to the director’s continued service on our board of directors through such vesting date. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.