DEF 14A of Neumora Therapeutics, Inc., Apr 25, 2024

DEF 14A of Neumora Therapeutics, Inc.

Filed Apr 25, 2024 · FY20230000950170-24-048287

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a staggered, three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified. The Board currently consists of seven seated directors, divided into the three following classes: • Class I directors: Kristina Burow and Henry O. Gosebruch, whose current terms will expire at the Annual Meeting; • Class II directors: Alaa Halawa and Maykin Ho, Ph.D., whose current terms will expire at the annual meeting of stockholders to be held in 2025; and • Class III directors: Paul L. Berns, Matthew Fust and David Piacquad whose current terms will expire at the annual meeting of stockholders to be held in 2026. At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders. Ms. Burow and Mr. Gosebruch have been nominated to serve as Class I directors and have elected to stand for reelection. If elected, each of Ms. Burow and Mr. Gosebruch will hold office from the date of his election by the stockholders until the third subsequent annual meeting of stockholders in 2027 or until their successor is elected and has been qualified, or until their earlier death, resignation or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Ms. Burow and Mr. Gosebruch have agreed to serve if elected, and management has no reason to believe that either Ms. Burow or Mr. Gosebruch will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

  2. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED NOMINEES

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED NOMINEES The following table sets forth, for the Class I nominees who are currently standing for re-election, and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of April 15, 2024, and position/office held within the Company:

  3. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED NOMINEES

    | Name | Age | Position/Office Held With the Company | Director Since | | Class I Directors whose terms expire at the Annual Meeting of Stockholders | | | | | Henry O. Gosebruch | 51 | President, Chief Executive Officer and Director | 2023 | | Kristina Burow(1)(2)(3) | 50 | Director | 2020 | | Class II Directors whose terms expire at the 2025 Annual Meeting of Stockholders | | | | | Alaa Halawa(2)(3) | 41 | Director | 2022 | | Maykin Ho, Ph.D.(1)(3) | 71 | Director | 2021 | | Class III Directors whose terms expire at the 2026 Annual Meeting of Stockholders | | | | | Paul L. Berns | 57 | Executive Chairman | 2020 | | Matthew Fust(1)(2) | 59 | Director | 2020 | | David Piacquad(3) | 68 | Director | 2023 |

  4. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED NOMINEES

    Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

  5. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

    Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders Kristina Burow has served as a member of our Board since January 2020. Ms. Burow has served as Managing Director of ARCH Venture Partners, a venture capital firm focused on early-stage technology companies, since November 2011 and previously held various roles at ARCH from 2002 to 2011. Ms. Burow is a co-founder of Orbital Therapeutics, a private biotechnology company, and has served on its board of directors since April 2022. She currently serves on the boards of directors of various private biotechnology companies, including Autobahn Therapeutics since February 2018, as well as Mirador Therapeutics, Metsera, and NICO Therapeutics, and various public biotechnology companies, including Boundless Bio since February 2018, Beam Therapeutics since June 2017 and Scholar Rock since 2014. She previously was a co-founder and member of the board of directors of Receptos, a public biotechnology company, acquired by Celgene, and a co-founder and member of the board of directors of Sapphire Energy, a private energy company. Ms. Burow previously served on the board of directors of various public biotechnology and biopharmaceutical companies, including Gossamer Bio, Inc. from 2018 to August 2023, UNITY Biotechnology, Inc. from 2013 to March 2022, Metacrine, Inc. from May 2015 to February 2022, Sienna Biopharmaceuticals, Inc. from 2015 to December 2019, and Vir Biotechnology from January 2017 to September 2020, and various private biotechnology and biopharmaceutical companies, including Vividion Therapeutics, Inc. from January 2017 to October 2021, AgBiome, LLC from 2012 to October 2021, BlackThorn Therapeutics, Inc. (“BlackThorn”) from 2013 to September 2020 and Lycera Corp. from 2009 to 2020. Prior to joining ARCH, Ms. Burow was an Associate with the Novartis BioVenture Fund and an early employee at the Genomics Institute of the Novartis Research Foundation, both part of Novartis, a public pharmaceutical company. Ms. Burow holds a B.S. in Chemistry from the University of California, Berkeley, an M.A. in Chemistry from Columbia University and an M.B.A. from the University of Chicago Booth School of Business. We believe Ms. Burow is qualified to serve on our Board because of her extensive experience investing in biopharmaceutical and biotechnology companies and her experience on boards of directors in the medical industry. Henry O. Gosebruch has served as our President, Chief Executive Officer and a member of our Board since July 2023. Mr. Gosebruch has also served as a Venture Partner at ARCH Venture Partners, a venture capital firm focused on early stage-technology companies, since June 2023. From December 2015 to February 2023, Mr. Gosebruch served as Executive Vice President and Chief Strategy Officer at AbbVie, a public pharmaceutical company, where he was responsible for AbbVie’s corporate strategy, business development, acquisitions, search and evaluation, alliance management, portfolio analytics and strategic venture capital investments. Prior to that, Mr. Gosebruch worked at the North American M&A Group of J.P. Morgan, a public financial services company, from July 1995 to December 2015, most recently serving as its co-head. Mr. Gosebruch has served on the board of directors of Acelyrin, a public biopharmaceutical company, since March 2023. Mr. Gosebruch previously served on the board of directors of Aptinyx, a formerly public biopharmaceutical company, from May 2019 to May 2023. Mr. Gosebruch holds a B.S.E. in Finance from the Wharton School at the University of Pennsylvania, where he currently serves on the advisory board of the Life Sciences & Management Program. We believe Mr. Gosebruch is qualified to serve on our Board because of his extensive experience in the biopharmaceutical sector, mergers and acquisitions, business development and corporate strategy and long-range planning.

  6. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Maykin Ho, Ph.D. has served as a member of our Board since April 2021. Dr. Ho has more than 30 years of experience in the healthcare and finance industries, and has served as a venture partner of Qiming Venture Partners, a venture capital firm, since 2015, and as a member of the Biotech Advisory Panel of the Stock Exchange of Hong Kong. Dr. Ho is a retired partner of the Goldman Sachs Group, a public financial services company, where she served in several roles from 1992 to 2015, including as senior biotechnology analyst, co-head of healthcare for global investment research and advisory director for healthcare investment banking. Prior to Goldman Sachs, she held various managerial positions in licensing, strategic planning, marketing and research at DuPont-Merck Pharmaceuticals and DuPont de Nemours & Company, a public chemical company, from 1982 to 1992. Dr. Ho is a member of the board of directors for various public biopharmaceutical companies, including Agios Pharmaceuticals since 2015, BioMarin Pharmaceutical since February 2021, and FibroGen since December 2018. She has also served on the board of directors for Parexel International, a private biopharmaceutical services company, from 2015 to 2017 and from March 2018 to present, as well as for two non-profit medical research organizations, the Aaron Diamond AIDS Research Center since 2005 and the Institute for Protein Innovation since 2016. Dr. Ho previously served on the board of directors for GRAIL, a private biotechnology company, from May 2019 to August 2021, when it was acquired. Dr. Ho holds a B.S. in Medical Technology and a Ph.D. in Microbiology and Immunology from the State University of New York, Downstate Medical Center. She was a postdoctoral fellow at Harvard Medical School and a graduate of the Advanced Management Program at The Fuqua School of Business at Duke University. We believe Dr. Ho is qualified to serve on our Board due to her extensive experience in healthcare investment research and banking. Alaa Halawa has served as a member of our Board since September 2022. Mr. Halawa has served as executive director of Mubadala Capital, a venture capital firm, since March 2017. From February 2015 to March 2017, Mr. Halawa served as director at Synaptics, a public semiconductor company. Prior to that, Mr. Hawala served as director at GlobalFoundries, a public semiconductor company, from January 2014 to February 2015. Mr. Halawa currently serves on the boards of directors of several private life sciences and healthcare companies, including Alloy Therapeutics since September 2022, Innovaccer since December 2021, Xilis since July 2021 and Pretzel Therapeutics since April 2021. Mr. Halawa holds a B.A. in Electrical Engineering from University of Jordan and an M.B.A. from Cornell University. We believe Mr. Halawa is qualified to serve on our Board because of his experience as a venture capitalist and serving on boards of emerging companies that are at the intersection of life sciences and technology.

  7. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Paul L. Berns is the co-founder of Neumora Therapeutics and has served as Executive Chairman since July 2023. He served as our Chief Executive Officer from November 2019 to July 2023 and as Chairman of the Board since January 2020. Mr. Berns has been a member of ARCH Venture Partners since August 2018 and became a Managing Director in 2020. Mr. Berns was a consultant to the pharmaceutical industry July 2016 to August 2018, as well as from August 2012 to March 2014 and from July 2005 to March 2006. From March 2014 to June 2016, Mr. Berns served as President, Chief Executive Officer and Chairman of the board of directors at Anacor Pharmaceuticals, a biopharmaceutical company, which was acquired by Pfizer in 2016. Previously, Mr. Berns served as President and Chief Executive Officer of Allos Therapeutics, a biopharmaceutical company, from March 2006 to September 2012, when it was acquired by Spectrum Pharmaceuticals. Mr. Berns was President and Chief Executive Officer of Bone Care International, a specialty pharmaceutical company, from June 2002 to July 2005, when it was acquired by Genzyme Corporation. Prior to that, Mr. Berns was Vice President and General Manager of the Immunology, Oncology and Pain Therapeutics business unit of Abbott Laboratories from 2001 to 2002, and from 2000 to 2001 he served as Vice President, Marketing of BASF Pharmaceuticals/Knoll, until it was acquired by Abbott Laboratories in 2001. Earlier in his career, Mr. Berns held various positions, including senior management roles, at Bristol Myers Squibb from 1990 to 2000. Mr. Berns has served as a board member of the publicly held company UNITY Biotechnology since March 2018 and as chairman of the board of directors of the privately held companies Epirium Bio and HI Bio since July 2019 and August 2021, respectively. Mr. Berns has served as the chairman of the board of directors of the privately held companies Happy AI since July 2019 and NICO Therapeutics. Mr. Berns is a board member of Metsera, Ollin, and Mirador Therapeutics. Mr. Berns previously served on the boards of EQRX (from January 2020 to November 2023), Jazz Pharmaceuticals, PLC (from April 2010 to July 2021), MC2 Therapeutics (from May 2017 to January 2020), Menlo Therapeutics (from November 2017 to March 2020), Anacor Pharmaceuticals (from June 2012 to June 2016), XenoPort (from November 2005 to May 2016), Allos Therapeutics (from March 2006 to September 2012) and Bone Care International (from June 2002 to July 2005). Mr. Berns holds a B.S. in Economics from the University of Wisconsin. We believe Mr. Berns is qualified to serve on our Board because of his extensive management and leadership experience with biopharmaceutical and life sciences companies. Matthew Fust has served as a member of our Board since December 2020. Mr. Fust is an advisor to life science companies and previously served as Chief Financial Officer of Onyx Pharmaceuticals, a public biopharmaceutical company, from 2009 until it was acquired by Amgen in October 2013. From October 2013 to January 2014 Mr. Fust served as Executive Vice President, Finance after Onyx Pharmaceuticals was acquired by Amgen. Prior to that, Mr. Fust held the position of Chief Financial Officer of Jazz Pharmaceuticals, a public biopharmaceutical company, from 2003 to 2008, and Chief Financial Officer of Perlegen Sciences, a private biopharmaceutical company, from 2002 to 2003. Mr. Fust previously served as Senior Vice President and Chief Financial Officer of ALZA Corporation, a public pharmaceutical company, from 1996 to 2002. Mr. Fust has served on the boards of directors of various public and private biotechnology and biopharmaceutical companies including Ultragenyx Pharmaceutical since 2014; Atara Biotherapeutics since 2014; and Crinetics Pharmaceuticals since February 2018. Mr. Fust previously served on the boards of public biotechnology and biopharmaceutical companies Dermira, from 2014 to February 2020 and MacroGenics, from 2014 to May 2020, and the private biopharmaceutical company BlackThorn from August 2017 until June 2020. Mr. Fust currently serves as an advisor to several public and private biotechnology companies. Mr. Fust holds a B.A. from the University of Minnesota and an M.B.A. from Stanford University Graduate School of Business. We believe Mr. Fust is qualified to serve on our Board because of his deep experience running and serving on the boards of biopharmaceutical companies. David Piacquad has served as a member of our Board since September 2023. From March 2014 through February 2022, Mr. Piacquad served as Senior Vice President, Business Development of Amgen where he was responsible for corporate strategy and business development, including external research and development, mergers & acquisitions, Amgen ventures and alliance management. Prior to that Mr. Piacquad served as Vice President, Strategy and Corporate Development at Amgen from 2010 to 2014. Prior to joining Amgen, Mr. Piacquad served as Senior Vice President, Business Development & Licensing at Schering-Plough Corporation, a pharmaceutical company, from 2006 to 2009. Prior to joining Schering-Plough, Mr. Piacquad served for approximately 20 years at Johnson & Johnson, a pharmaceutical and medical technologies company, in increasing roles of responsibility across its business segments. Mr. Piacquad is currently an advisor to life science companies and serves as a director to various private biotechnology companies. Mr. Piacquad holds a B.A. from Colgate University and an M.B.A from the Wharton School at the University of Pennsylvania. We believe Mr. Piacquad is qualified to serve on our Board because of his extensive experience in executive strategic and business development roles within the biotechnology industry and serving on the boards of biotechnology companies.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation earned by our non-employee directors during the year ended December 31, 2023.

  9. 2023 Director Compensation Table

    2023 Director Compensation Table

  10. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(6) | Total ($) | | Kristina Burow | 66,590 | 620,007 | — | 686,597 | | Matthew Fust | 67,500 | 375,969 | 42,065 | 485,534 | | Alaa Halawa | 51,189 | 620,007 | — | 671,196 | | Maykin Ho, Ph.D. | 55,000 | 375,969 | — | 430,969 | | David Piacquad(2) | 2,500 | 618,260 | — | 620,760 | | Robert Nelsen(3) | 27,500 | — | — | 27,500 | | Kári Stefánsson(4) | 32,656 | — | — | 32,656 | | Stacie Weninger(5) | 46,889 | 862,920 | — | 909,809 |

  11. 2023 Director Compensation Table

    (1) Amounts represent the grant date fair value of the option granted or, in the case of Dr. Weninger, the incremental fair value of the options modified, during 2023 as calculated in accordance with FASB ASC Topic 718. See Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Compensation—Stock Compensation. Assumptions used in the calculation of these amounts are described in Note 11 to our consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2023. As of December 31, 2023, held options to purchase the following number of shares of our common stock: Dr. Burow, 46,455; Mr. Fust, 135,176; Mr. Halawa, 46,455; Dr. Ho, 123,388; Mr. Piacquad, 46,455 and Ms. Weninger 95,586. None of our non-employee directors held stock awards as of December 31, 2023. (2) Mr. Piacquad was appointed to our Board in September 2023. (3) Mr. Nelsen resigned from our Board in September 2023. (4) Ms. Stefánsson resigned from our Board in September 2023. (5) Dr. Weninger resigned from our Board in August 2023. (6) As an equity holder of BlackThorn, Mr. Fust received a cash payment under the RBNC Therapeutics, Inc. Milestone Carveout Plan (the "Carveout Plan") associated with the milestone payment for for NMRA-140 described below. Amount reflects the portion of the payment that vested during Mr. Fust's service as a director on our Board.

  12. Narrative to Director Compensation Table

    Narrative to Director Compensation Table Prior to our initial public offering, we did not maintain a formalized non-employee director compensation program, but we did pay cash compensation of $10,000 per quarter to Mr. Fust and Dr. Ho and granted our non-employee directors who were not affiliated with our investors stock options in connection with their appointment to our Board. As a former non-employee director of BlackThorn, an entity we acquired in September 2020, Mr. Fust participates in the Carveout Plan pursuant to which former holders of options to purchase BlackThorn common stock are eligible to receive milestone payments upon (i) dosing the first patient in the Phase 3 clinical trial for an antagonist of the Kappa Opioid Receptor (NMRA-140) for the treatment of major depressive disorders and achievement of certain sales-based milestones related to NMRA-140 and (ii) achievement of development and regulatory approval milestones, as well as sales-based milestones, with respect to an antagonist of the Vasopressin 1a Receptor (NMRA-511) for the treatment of anxiety disorders. A portion of those payments are contingent upon continued service on our board of directors and that portion of the payment is considered director compensation. Accordingly, during 2023 Mr. Fust received $42,065 in non-equity incentive plan compensation under the Carveout Plan as a result of dosing the first patient in the Phase 3 clinical trial for NMRA-140. In connection with Dr. Weninger’s resignation from our board of directors, we accelerated the vesting of her stock options and provided her up to 18 months to exercise her stock options. In addition, at the closing of the initial public offering of our common stock (“IPO”), on September 14, 2023, we granted options to each of our non-employee directors whose service on our Board continued following the IPO. We granted an option to purchase 46,455 shares of our common stock to Ms. Burow, Mr. Halawa and Mr. Piacquad and an option to purchase 27,802 shares of our common stock to Mr. Fust and Dr. Ho. Each option has an exercise per share equal to $17, which was the offer price to the public in our IPO. The option granted to each of Ms. Burow, Mr. Halawa and Mr. Piacquad vest as to 1/36th of the number of shares subject to the option on each monthly anniversary of September 14, 2023, and the option granted to each of Mr. Fust and Dr. Ho vests on the date of this annual meeting of stockholders. Commencing on the closing of our IPO and after giving effect to the stock option grants described above, our non-employee directors are compensated under the Company’s Non-Employee Director Compensation Program (the “Director Compensation Program”). As in effect at the closing of our IPO, the Director Compensation Program provided for our non-employee directors to receive cash compensation as follows: Each non-employee director will receive an annual cash retainer in the amount of $40,000. • The lead independent director will receive additional cash compensation in the amount of $25,000 per year. • The chair and each member of the audit committee will receive additional cash compensation in the amount of $20,000 and $10,000 per year, respectively, for service on the audit committee. • The chair and each member of the compensation committee will receive additional cash compensation in the amount of $15,000 and $7,500 per year, respectively, for service on the compensation committee. • The chair and each member of the nominating and corporate governance committee will receive additional cash compensation in the amount of $10,000 and $5,000 per year, respectively, for service on the nominating and corporate governance committee. Each non-employee director may elect, on an annual basis, to convert all or a portion of such non-employee director’s annual retainer into a number of restricted stock units granted under the 2023 Plan, which will be fully vested on the date of grant, and settlement of the restricted stock units may be deferred at the election of the non-employee director. Under the Director Compensation Program, each non-employee director who is initially elected or appointed to serve on our Board on or after the effective date of the Director Compensation Program will automatically be granted an option (the “Initial Grant”) under the 2023 Plan to purchase that number of shares of our common stock equal to (i) $600,000, divided by (ii) the per share grant date fair value of the option award. The Initial Grant will vest as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date. In addition, on the date of each annual meeting of our stockholders following the completion of this offering, each non-employee director who (i) has been serving on our Board for at least four months and (ii) will continue to serve as a non-employee director immediately following such annual meeting will automatically be granted an option (the “Annual Grant”) under the 2023 Plan to purchase that number of shares of our common stock equal to (i) $350,000, divided by (ii) the per share grant date fair value of the option award. The Annual Grant will vest in full on the earlier of the (i) first anniversary of the grant date, and (ii) immediately prior to the annual meeting of our stockholders following the date of grant, subject to continued service through the applicable vesting date. Pursuant to the Director Compensation Program, upon a change in control transaction, all outstanding equity awards held by our non-employee directors will vest in full. Under the Director Compensation Program, we also reimburse each non-employee director for all reasonable business expenses incurred in the performance of such non-employee director’s duties. In March 2024, we amended our Director Compensation Program to increase the annual retainer payable to our non-employee directors for service on our board of directors to $45,000. The amended Director Compensation Program also provides for the Initial Grant to be comprised of a stock option and award of restricted stock units (“RSUs”) with an aggregate grant date fair value of $725,000. The number of shares underlying the stock option is determined by dividing $362,500 by the per share grant date fair value of the option, rounded down, and the number of RSUs is determined by dividing $362,500 by the closing trading price of a share of our common stock on the date of grant (or immediately preceding trading day if the date of grant is not a trading day), rounded down. The stock option has an exercise price per share equal to the closing trading price of a share of our common stock on the date of grant (or immediately preceding trading day if the date of grant is not a trading day) and vests as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date. The RSUs vest in substantially equal installments on each of the first three anniversaries of the date of grant, subject to continued service through the applicable vesting date.

  13. Narrative to Director Compensation Table

    In addition, the amended Director Compensation Program provides for the Annual Grant to be comprised of a stock option and award of RSUs with an aggregate grant date fair value of $400,000. The number of shares underlying the stock option is determined by dividing $200,000 by the per share grant date fair value of the option, rounded down, and the number of RSUs is determined by dividing $200,000 by the closing trading price of a share of our common stock on the date of grant (or immediately preceding trading day if the date of grant is not a trading day), rounded down. The stock option has an exercise price per share equal to the closing trading price of a share of our common stock on the date of grant (or immediately preceding trading day if the date of grant is not a trading day) and each of the stock option and the RSUs vest in a single installment on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders after the date of grant.

  14. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth total compensation paid to our named executive officers for the year ending on December 31, 2023.

  15. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Henry O. Gosebruch (6) | 2023 | 337,500 | 2,520,250 | 3,739,983 | 14,929,223 | 465,750 | 6,563 | 21,999,269 | | President and Chief Executive Officer | | | | | | | | | | Paul L. Berns (7) | 2023 | 537,500 | 16,125 | — | 6,922,080 | 1,082,737 | 11,826 | 8,570,268 | | Executive Chairman and former Chief Executive Officer | 2022 | 570,000 | — | — | 1,755,346 | 308,798 | 780 | 2,634,924 | | Jason Duncan (8) | 2023 | 26,250 | — | — | 4,093,730 | — | — | 4,119,980 | | Chief Legal Officer | | | | | | | | | | Rob Lenz (9) | 2023 | 169,231 | 504,201 | 6,009,350 | 6,803,239 | 96,632 | 228 | 13,582,881 | | Head of Research and Development | | | | | | | | |

  16. 2023 Summary Compensation Table

    (1) $2,500,000 and $500,000 of the amounts represent sign-on bonuses paid to Mr. Gosebruch and Mr. Lenz, respectively. The remainder of the amount reported for the NEOs represents a discretionary adjustment made to annual cash incentive bonuses earned by our NEOs based on our compensation committee’s and board of director’s assessment of overall corporate performance for 2023. (2) Amounts represent the aggregate grant date fair value of restricted stock awards and restricted stock units granted in 2023 computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 11 to our consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2023. (3) Amounts represent the aggregate grant date fair value of stock options and stock purchase rights granted in 2023 computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 11 to our consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2023. $711,862 of the amount reported for Mr. Berns represents a cash payment under the Carveout Plan. Such amount reflects the portion of the payment that vested during Mr. Berns’ service to our company as an executive officer and a director on our Board. The remaining amounts represent annual cash incentive bonuses earned by our NEOs based on the achievement of certain pre-established metrics under our 2023 Bonus Plan, as described in the section below titled “2023 Bonuses.” Amounts reported for 2023 are comprised of 401(k) Plan matching contributions, electronics allowance and gifts of consumer goods as follows:

  17. 2023 Summary Compensation Table

    | Name | 401(k) Plan Matching Contributions | Electronics Allowance | Gift | Total | | Henry O. Gosebruch | 4,726 | 390 | 1,447 | 6,563 | | Paul L. Berns | 9,900 | 780 | 1,146 | 11,826 | | Rob Lenz | — | 228 | — | 228 |

  18. 2023 Summary Compensation Table

    (6) Mr. Gosebruch commenced employment with us as our President and Chief Executive Officer in July 2023. (7) Mr. Berns ceased serving as our President and Chief Executive Officer and transitioned to serve as the Executive Chairman of our Board in July 2023. (8) Mr. Duncan commenced employment with us as our Chief Legal Officer in December 2023. (9) Mr. Lenz commenced employment with us in September 2023.

  19. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table lists all outstanding equity awards held by our NEOs as of December 31, 2023.

  20. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Henry O. Gosebruch | 7/3/2023 | — | 2,039,177 | 6.36 | 7/2/2033 | | | | | 7/12/2023 | | | | | 382,345 | 6,518,982 | | Paul L. Berns | 7/3/2023 | — | 955,864 | 6.36 | 06/27/2033 | — | — | | | 2/1/2022 | 227,814 | 269,235 | 4.63 | 1/26/2032 | — | — | | | 1/17/2020 | | | | | 132,759(3) | 2,263,541 | | | 11/1/2018 | 88,707 | — | 10.83 | 9/7/2030 | — | — | | Jason Duncan | 12/11/2023 | — | 400,000 | 12.97 | 12/10/2033 | — | — | | Rob Lenz | 9/11/2023 | — | 502,934 | 17.00 | 9/13/2033 | — | — | | | 9/11/2023 | | | | | 352,941(4) | 6,017,644 |

  21. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) Except as otherwise noted, each option award vests and becomes exercisable and each stock award vests as to 25% of the underlying shares on the first anniversary of the vesting commencement date and as to 1/48th of the underlying shares on each monthly anniversary of the vesting commencement date thereafter, in each case, subject to continued service to us. (2) Market value based on $17.05 per share, the closing trading price of our common stock as of December 29, 2023, the last trading day in 2023. (3) Constitutes restricted shares of our common stock acquired upon exercise of a stock purchase right that remain subject to repurchase by us at their original purchase price of $0.0001 per share. The restricted shares vest and our repurchase right lapses in full on January 17, 2024, subject to continued service with us. Constitutes an award of restricted stock units that vests in substantially equal annual installments through the fourth anniversary of the vesting commencement date, subject to continued service with us.