DEF 14A of Revolution Medicines, Inc., Apr 25, 2024

DEF 14A of Revolution Medicines, Inc.

Filed Apr 25, 2024 · FY20230000950170-24-048380

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 or until such director’s successor is elected and qualified. The Board currently consists of nine seated directors, divided into the following three classes: • Class I directors: Elizabeth McKee Anderson, Flavia Borellini, Ph.D. and Lorence Kim, M.D., whose current terms will expire at the Annual Meeting; • Class II directors: Sandra J. Horning, M.D., Sushil Patel, Ph.D. and Thilo Schroeder, Ph.D., whose current terms will expire at the annual meeting of stockholders to be held in 2025; and • Class III directors: Alexis Borisy, Mark A. Goldsmith, M.D., Ph.D. and Barbara Weber, M.D., 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. Elizabeth McKee Anderson, Flavia Borellini, Ph.D. and Lorence Kim, M.D. have each been nominated to serve as Class I directors and have agreed to stand for election. If elected, each of Ms. Anderson, Dr. Borellini and Dr. Kim will hold office from the date of their election by the stockholders until the third subsequent annual meeting of stockholders or until their respective successor is elected and has been qualified, or until such director’s 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 three nominees named above. 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. Anderson, Dr. Borellini and Dr. Kim have agreed to serve if elected, and management has no reason to believe that they will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting. FOR THE ELECTION OF EACH NAMED NOMINEE. The following table sets forth, for the Class I nominees who are currently standing for election and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of March 31, 2024 and position/office held with the Company:

  2. ELECTION OF DIRECTORS

    | Name | Age | Position/Office Held With the Company | Director Since | | Class I Directors whose terms expire at the Annual Meeting | | | | | Elizabeth McKee Anderson(1) | 66 | Director | 2015 | | Flavia Borellini, Ph.D.(1)(2) | 62 | Director | 2021 | | Lorence Kim, M.D.(3)(4) | 50 | Director | 2022 | | Class II Directors whose terms expire at the 2025 Annual Meeting of Stockholders | | | | | Sandra J. Horning, M.D.(2) | 75 | Director | 2023 | | Sushil Patel, Ph.D.(2)(3) | 53 | Director | 2022 | | Thilo Schroeder, Ph.D.(3) | 42 | Director | 2018 | | Class III Directors whose terms expire at the 2026 Annual Meeting of Stockholders | | | | | Alexis Borisy(1)(4) | 52 | Director | 2014 | | Mark A. Goldsmith, M.D., Ph.D. | 62 | President, Chief Executive Officer and Chair of the Board | 2014 | | Barbara Weber, M.D.(2)(4) | 67 | Director | 2018 |

  3. ELECTION OF DIRECTORS

    (1) Member of the Compensation Committee. (2) Member of the Research and Development Committee. (3) Member of the Audit Committee. (4) Member of the Nominating and Corporate Governance Committee. Set forth below is biographical information for each of 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.

  4. 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 Elizabeth McKee Anderson has served on our Board of Directors since March 2015. Ms. Anderson has served on the board of directors of GSK Plc (NYSE: GSK), a pharmaceutical company, since September 2022. Ms. Anderson has served on the board of directors of BioMarin Pharmaceutical Inc. (Nasdaq: BMRN), a biotechnology company, since July 2019. Since November 2018, Ms. Anderson has served on the board of directors of Insmed Incorporated (Nasdaq: INSM), a biopharmaceutical company. Ms. Anderson previously served in various roles at Janssen Pharmaceuticals, Inc., a Johnson & Johnson company focusing on pharmaceuticals, from 2003 to 2014, most recently as Worldwide Vice President, Commercial Leader, Infectious Diseases and Vaccines, from 2012 to 2014 and Worldwide Vice President, Global Strategic Marketing and Market Access, Vaccines from 2009 to 2012. Prior to that, Ms. Anderson served as Vice President and General Manager for Wyeth Lederle Vaccines, a division of Wyeth, a pharmaceutical company. Ms. Anderson received a B.Eng. in Engineering and Technical Management from Rutgers, The State University of New Jersey-New Brunswick and an MBA in Finance from Loyola University Maryland. We believe that Ms. Anderson’s extensive experience in biotechnology and pharmaceutical companies and in serving on the boards of directors of biopharmaceutical and life sciences companies provides her with the qualifications and skills necessary to serve as a member of our Board of Directors. Flavia Borellini, Ph.D. has served on our Board of Directors since June 2021. Dr. Borellini has served on the board of directors of Viracta Therapeutics (Nasdaq: VIRX), a biotechnology company, since August 2021. Dr. Borellini served as the Global Franchise Head, Hematology at AstraZeneca PLC, a pharmaceutical company, from September 2018 to January 2020. Dr. Borellini previously served as the Chief Executive Officer of Acerta Pharma LLC, a biotechnology company, from February 2016 to February 2019. Dr. Borellini has also led the global development, approval and launch of several oncology drugs, including a first-in-class EGFR T790M inhibitor (osimertinib, AstraZeneca) and a first-in-class BRAF inhibitor (vemurafenib, Roche), and served as the program leader for a HER2 positive metastatic breast cancer inhibitor (trastuzumab) and an EGFR tyrosine kinase inhibitor (erlotinib) at Genentech, Inc. Dr. Borellini also previously held a Research Assistant Professor position at Georgetown University. Dr. Borellini received a Ph.D. in Pharmaceutical Chemistry from the University of Modena in Italy and completed her post-doctoral training at the National Cancer Institute. We believe that Dr. Borellini’s extensive experience in the biotechnology and biopharmaceutical industries and her service as a director for other biotechnology companies provides her with the qualifications and skills necessary to serve as a member of our Board of Directors. Lorence Kim, M.D. has served on our Board of Directors since July 2022. He is the co-founder and managing partner of Ascenta Capital Management, LLC since January 2023. Prior to Ascenta Capital, he was a Venture Partner at Third Rock Ventures, a venture capital firm, from September 2020 to December 2022. Prior to joining Third Rock Ventures, Dr. Kim served as Chief Financial Officer of Moderna, Inc.(Nasdaq: MRNA), a biotechnology company, from April 2014 to June 2020. From July 2000 to April 2014, Dr. Kim held a number of positions at Goldman, Sachs & Co., an investment bank, most recently as a Managing Director and co-head of biotechnology investment banking. Dr. Kim serves on the board of directors of Cencora, Inc. (NYSE:COR), a global pharmaceutical solutions company. Dr. Kim previously served on the boards of directors of Seres Therapeutics, Inc. (Nasdaq: MCRB), a biotechnology company, and Cowen Inc., a publicly traded investment bank prior to its acquisition by TD Bank Group. He also serves on the board of governors of the American Red Cross. Dr. Kim received an A.B. in Biochemical Sciences from Harvard University, an M.D. from the University of Pennsylvania School of Medicine and an MBA, Healthcare Management, from the Wharton School of the University of Pennsylvania. We believe that Dr. Kim’s experience as an officer and director of other biotechnology companies and his financial and capital markets experience provide him with the qualifications and skills necessary to serve as a member of our Board of Directors.

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

    Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Sandra J. Horning, M.D. has served on our Board of Directors since November 2023. Dr. Horning was a co-founder of EQRx, Inc., a biotechnology company, and an advisor and director of EQRx from August 2019 until its acquisition by Revolution Medicines in November 2023. Prior to her tenure at EQRx, she was the Chief Medical Officer and Global Head of Product Development of Roche/Genentech, a pharmaceutical and biotechnology company, from 2014 until her retirement in 2019. Before joining Roche/Genentech, Dr. Horning spent 25 years as a practicing oncologist and investigator and tenured Professor at Stanford University School of Medicine, where she remains a Professor of Medicine Emerita. She has held multiple leadership positions, including as the President of the American Society of Clinical Oncology (ASCO). From 2015 to 2018, Dr. Horning served on the board of directors of Foundation Medicine, Inc., a biotechnology company. She has served as a member of the boards of directors of Olema Pharmaceuticals, Inc. (Nasdaq: OLMA), a biopharmaceutical company, since November 2020; Moderna, Inc. (Nasdaq: MRNA), a pharmaceutical and biotechnology company, since March 2020, and Gilead Sciences, Inc. (Nasdaq: GILD), a biopharmaceutical company, since January 2020. Dr. Horning received an M.D. from the University of Iowa School of Medicine and completed her internal medicine training at the University of Rochester and a fellowship in oncology at Stanford University. We believe that Dr. Horning’s extensive experience in the biotechnology and pharmaceutical industries and her service as a director for other biotechnology, biopharmaceutical and pharmaceutical companies provides her with the qualifications and skills necessary to serve as a member of our Board of Directors. Thilo Schroeder, Ph.D. has served on our Board of Directors since March 2018. Since 2012, Dr. Schroeder has been a Managing Partner at Nextech Invest Ltd., a venture capital fund focused on investing in oncology companies. Dr. Schroeder previously served on the boards of directors of PMV Pharmaceuticals, Inc. (Nasdaq: PMVP), a precision medicine oncology company, IDEAYA Biosciences, Inc. (Nasdaq: IDYA), an oncology-focused biotechnology company and Silverback Therapeutics, Inc., a publicly traded biopharmaceutical company, prior to its acquisition by ARS Pharmaceuticals, Inc. Prior to joining Nextech in 2012, Dr. Schroeder worked in research specializing on the development of Designed Ankyrin Repeat Proteins (DARPins) as specific protein inhibitors from 2007 to 2012. Dr. Schroeder received a B.S. in Biology from the Technical University of Darmstadt in Germany, an M.S. in Biotechnology from the École de Supérieure de Biotechnologie de Strasbourg in France, and a Ph.D. in Biochemistry from the University of Zurich in Switzerland. We believe that Dr. Schroeder’s educational background and research experience, his experience as a board member of biotechnology and pharmaceutical companies, and his experience as an investor in life sciences companies provide him with the qualifications and skills necessary to serve as a member of our Board of Directors. Sushil Patel, Ph.D. has served on our Board of Directors since June 2022. Dr. Patel has served as Chief Executive Officer of Replimune Group, Inc., a biotechnology company, since April 2024 and previously served as its Chief Strategy Officer from January 2023 to March 2024 and its Chief Commercial Officer from May 2021 to January 2023. Prior to joining Replimune, Dr. Patel served as VP, Franchise Head for Lung, Skin, Tumor Agnostic, and Rare Cancers at Genentech, Inc. from April 2018 to May 2021, and previously held various positions of increasing responsibility at Genentech, Inc. from 2002 to April 2018, including global launch lead and lifecycle leader for Tecentriq® in lung cancer. From 1999 to 2002, he was Senior Consultant at Front Line Strategic Management Consulting. Prior to this, Dr. Patel served as a Senior Research Executive at IMS Health in the Pharma Strategy Group from 1996 to 1999 and Clinical Research Scientist at the Central Public Health Laboratory from 1993 to 1996. He obtained a Ph.D. in Molecular Biology from the University of London in 1999, an M.S. in Biotechnology from the Imperial College London in 1993 and a B.S. in Microbiology and Microbial Technology from the University of Warwick in 1992. We believe that Dr. Patel’s experience as an officer of other biotechnology companies and his educational background provide him with the qualifications and skills necessary to serve as a member of our Board of Directors.

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

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Alexis Borisy has served on our Board of Directors since November 2014. In 2022, Mr. Borisy co-founded and became the operating chairman of Curie.Bio, a new model for venture in biotech, and co-founded IDRx, Inc., a biopharmaceutical company. Mr. Borisy also became a director of Nextech Invest, a Swiss-based venture capital firm, in 2022, and currently serves as the Chairman of Nextech’s board of directors. Mr. Borisy previously served as the Executive Chairman of the board of directors of EQRx, Inc. from September 2021 until its acquisition by Revolution Medicines in November 2023, and as the Chairman and Chief Executive Officer of EQRx from August 2019 to August 2021. From 2010 to June 2019, Mr. Borisy was a Partner at Third Rock Ventures, a venture capital firm. Mr. Borisy co-founded Blueprint Medicines Corporation (Nasdaq: BPMC), 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 has also served as a member of the boards of directors of the biotechnology companies Relay Therapeutics, Inc. (Nasdaq: RLAY) and Tango Therapeutics, Inc. (Nasdaq: TNGX) since April 2015 and March 2017, respectively. Mr. Borisy previously served as a member of the boards of directors of OPKO Health, Inc. (Nasdaq: OPK), a biopharmaceutical company, from May 2022 to March 2024, and Magenta Therapeutics, Inc., a publicly traded biotechnology company prior to its acquisition by Dianthus Therapeutics, Inc., from June 2015 to June 2022. Mr. Borisy co-founded Foundation Medicine, Inc., a biotechnology company, where he served as its Interim Chief Executive Officer from 2009 to 2011. 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 board 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 A. Goldsmith, M.D., Ph.D. has served on our Board of Directors and as our Chief Executive Officer and President since November 2014, and was appointed as Chair of the Board in 2020. From 2009 to July 2021, Dr. Goldsmith served on the board of directors of Constellation Pharmaceuticals, Inc., a publicly traded biopharmaceutical company prior to its acquisition by MorphoSys AG, where he also served as President and Chief Executive Officer from 2009 to 2012, as Chairman from 2012 to June 2016 and from March 2017 to July 2021, and as Interim Executive Chairman from June 2016 to March 2017. Dr. Goldsmith was previously a Partner with Third Rock Ventures, a venture capital firm, from 2013 to 2015, and a Venture Partner with Third Rock Ventures from 2012 to 2013. Dr. Goldsmith served as President and Chief Executive Officer and on the board of directors of Global Blood Therapeutics, a biopharmaceutical company, from 2012 to 2014. Dr. Goldsmith also served as President and Chief Executive Officer of Nurix, Inc., a drug discovery company, from 2012 to 2014, and on its board of directors from 2012 to 2016. Dr. Goldsmith has served on the board of directors of Nura Bio Inc. since February 2018. Before entering the private sector, Dr. Goldsmith led a medical research laboratory at the Gladstone Institute of Virology and Immunology, practiced medicine on the faculty of the School of Medicine of the University of California, San Francisco and the San Francisco General Hospital, and was a consultant to leading pharmaceutical and biotechnology companies. Dr. Goldsmith received an A.B. in Biology from Princeton University and an M.D. and Ph.D. in Microbiology and Immunology from the School of Medicine of the University of California, San Francisco. We believe that Dr. Goldsmith’s role as our Chair of the Board, Chief Executive Officer and President together with his extensive experience as an executive and director of several companies in the biopharmaceutical and biotechnology industry, his extensive knowledge of our company, his experience as a venture capital investor in the life sciences industry and his educational background provide him with the qualifications and skills necessary to serve as a member of our Board of Directors. Barbara Weber, M.D. has served on our Board of Directors since April 2018. Dr. Weber has served as the President and Chief Executive Officer and a member of the board of directors of Tango Therapeutics, Inc. (Nasdaq: TNGX), a biotechnology company, since March 2017. Dr. Weber was a Venture Partner at Third Rock Ventures, a venture capital firm, from March 2015 to June 2022. Dr. Weber has served on the board of directors of OPY Acquisition Corp. I (Nasdaq: OHAA), a special purpose acquisition company, since October 2021. From 2009 to February 2015, Dr. Weber served as Senior Vice President, Oncology Translational Medicine at Novartis. Dr. Weber received a B.S. in Chemistry from the University of Washington and an M.D. from the University of Washington School of Medicine and was a resident in internal medicine at Yale University and fellow in medicinal oncology at the Dana-Farber Cancer Institute. We believe that Dr. Weber’s experience as an officer and director of other biotechnology companies, her investment experience and her educational background provide her with the qualifications and skills necessary to serve as a member of our Board of Directors.

  7. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We do not provide directors who are also our employees, including Dr. Goldsmith, any additional compensation for their service as directors. In addition, Dr. Schroeder does not receive any compensation for his service on our Board of Directors. We maintain a compensation program for our non-employee directors (the “Director Compensation Program”). As in effect for 2023, the Director Compensation Program, provided for the following: • Each non-employee director received an annual cash retainer in the amount of $45,000. • The lead independent director received an additional annual cash retainer in the amount of $25,000, and a non-executive chair, if appointed, would have received an additional annual cash retainer in the amount of $30,000. • The chairperson of the Audit Committee received additional annual cash compensation in the amount of $20,000 for such chairperson’s service on the Audit Committee. Each non-chairperson member of the Audit Committee received additional annual cash compensation in the amount of $10,000 for such member’s service on the Audit Committee. • The chairperson of the Compensation Committee received additional annual cash compensation in the amount of $15,000 for such chairperson’s service on the Compensation Committee. Each non-chairperson member of the Compensation Committee received additional annual cash compensation in the amount of $7,500 for such member’s service on the Compensation Committee. • The chairperson of the Nominating and Corporate Governance Committee received additional annual cash compensation in the amount of $10,000 for such chairperson’s service on the Nominating and Corporate Governance Committee. Each non-chairperson member of the Nominating and Corporate Governance Committee received additional annual cash compensation in the amount of $5,000 for such member’s service on the Nominating and Corporate Governance Committee. • The chairperson of the Research and Development Committee received additional annual cash compensation in the amount of $15,000 for such chairperson’s service on the Research and Development Committee. Each non-chairperson member of the Research and Development Committee received additional annual cash compensation in the amount of $7,500 for such member’s service on the Research and Development Committee. Under the Director Compensation Program, each non-employee director was automatically granted an option and a restricted stock unit (“RSU”) award upon the director’s initial appointment or election to our Board of Directors (the “Initial Grant”), and each non-employee director who had been serving on our Board of Directors prior to April 1 of the calendar year in which an annual meeting of stockholders occurred was automatically granted an option and an RSU grant on the date of the annual meeting of stockholders (the “Annual Grant”); provided that the Annual Grant to any director who had joined the Board after the previous annual meeting of stockholders would have been pro-rated. The Initial Grant was comprised of an option to purchase 36,800 shares of the Company’s common stock (the “Initial Option”) and 10,500 restricted stock units (the “Initial RSUs”). The Initial Option vests in substantially equal monthly installments for three years from the date of appointment, and the Initial RSUs vest in substantially equal quarterly installments over a three-year period beginning on the first specified quarterly vesting date following the grant date, in each case, subject to continued service through the applicable vesting date. The Annual Grant was comprised of an option to purchase 18,400 shares of the Company’s common stock (the “Annual Option”) and 5,200 restricted stock units (the “Annual RSUs”), provided that, the cumulative fair value of the Annual Option and Annual RSUs (valued based on the average closing price of the Company’s common stock for the 30 trading days preceding the grant date) was capped at $550,000. The Annual Option vests on the earlier of (i) the first anniversary of the date of grant or (ii) immediately prior to the next annual meeting of stockholders, subject to continued service through the applicable vesting date. The Annual RSUs vest on the earlier of (i) the first anniversary of the first specified quarterly vesting date following the annual meeting of stockholders or (ii) immediately prior to the next annual meeting of stockholders, subject to continued service through the applicable vesting date. For purposes of the Director Compensation Program, the specified quarterly vesting dates are March 15, June 15, September 15 or December 15. The Director Compensation Program is subject to all the terms of our 2020 Incentive Award Plan (the “2020 Plan”) and accordingly, the sum of the grant date fair value of all equity-based awards and the maximum amount that may become payable pursuant to all cash-based awards granted to an individual for services as a non-employee director during any calendar year may not exceed $1,000,000. In March 2024, we amended the Director Compensation Program, effective as of the Annual Meeting to (i) increase the annual cash retainer for our lead independent director to $30,000, (ii) reduce the size of the Initial Grant to an Initial Option to purchase 33,400 shares and 9,600 Initial RSUs and (iii) reduce the size of the Annual Grant to an Annual Option to purchase 16,700 shares and 4,800 Annual RSUs.

  8. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth all of the compensation awarded to, earned by or paid to non-employee directors during 2023.

  9. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | Option Awards(1)(2) | Total | | Elizabeth McKee Anderson | $57,813 | $129,168 | $296,799 | $483,780 | | Flavia Borellini, Ph.D. | 63,125 | 129,168 | 296,799 | 489,092 | | Alexis Borisy | 84,664 | 129,168 | 296,799 | 510,632 | | Sandra J. Horning, M.D.(3) | 6,990 | 210,210 | 502,795 | 719,995 | | Lorence Kim, M.D. | 64,025 | 129,168 | 296,799 | 489,993 | | Sushil Patel, Ph.D. | 49,219 | 129,168 | 296,799 | 475,186 | | Eric Schmidt, Ph.D.(4) | 40,269 | 129,168 | 296,799 | 466,237 | | Thilo Schroeder, Ph.D.(5) | — | — | — | — | | Barbara Weber, M.D. | 54,219 | 129,168 | 296,799 | 480,186 |

  10. 2023 Director Compensation Table

    (1) Amounts reported represent the aggregate grant date fair value of option and restricted stock unit awards granted to our non-employee directors during 2023, as described above, computed in accordance with ASC Topic 718. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for details as to the assumptions used to determine the grant date fair value of the awards. (2) As of December 31, 2023, our non-employee directors held the following outstanding options and restricted stock units:

  11. 2023 Director Compensation Table

    | Name | Shares Underlying Options Outstanding at Fiscal Year End | Restricted Stock Units Outstanding at Fiscal Year End | | Elizabeth McKee Anderson | 86,868 | 5,200 | | Flavia Borellini, Ph.D. | 62,118 | 7,009 | | Alexis Borisy | 128,720 | 5,200 | | Lorence Kim, M.D. | 55,200 | 11,325 | | Sushil Patel, Ph.D. | 55,200 | 11,325 | | Sandra J. Horning, M.D. | 36,800 | 10,500 | | Thilo Schroeder, Ph.D. | — | — | | Barbara Weber, M.D. | 81,659 | 5,200 |

  12. 2023 Director Compensation Table

    (3) Dr. Horning was appointed to our Board in November 2023. (4) Dr. Schmidt’s service on our Board ended in August 2023. Dr. Schroeder has waived compensation for service on our Board.

  13. Role of our Compensation Consultant

    Role of our Compensation Consultant In 2023, our Compensation Committee retained Compensia as its compensation consultant to assist in determining the compensation of our executive officers and the non-employee members of our Board, as well as to assist in the review of certain proxy statement disclosures. Compensia reviewed and advised on the Company’s executive compensation and compensation peer group, and conducted a robust assessment of competitive market pay levels and trends. Our Compensation Committee annually evaluates Compensia’s independence and performance under the applicable SEC rules and the listing standards of Nasdaq, and has concluded that the work performed by Compensia does not raise any conflict of interest under these standards.

  14. Use of Market Data and Peer Group Analysis

    Use of Market Data and Peer Group Analysis When reviewing and considering our executive compensation, our Compensation Committee believes it is important to be informed as to current compensation practices of comparable companies to assist in understanding the demand and competitiveness for attracting and retaining qualified executive officers. Our Compensation Committee, with input from Compensia, develops and maintains a group of peer companies to serve as the basis for this comparison. Our Compensation Committee reviews our compensation peer group at least annually for suitability and updates the peer group as needed. Our Compensation Committee uses this peer group data as one reference point along with multiple other factors, such as the importance of an individual’s work to achieving our corporate objectives, an individual’s experience and performance and data from surveys of the broader competitive market, with an emphasis on companies in Northern California and the broader life sciences industry. With assistance from Compensia, our Compensation Committee reviews the compensation practices of our peers to assess the competitiveness of the compensation elements and overall compensation packages for our NEOs. Peer group compensation information is used by our Compensation Committee primarily as a reference to ascertain competitive total compensation levels (including base salary, annual cash incentive opportunities, equity awards, and employee benefits) with comparable entities. Other considerations include peer performance, competitive market factors, our performance and individual executive officer contributions and responsibilities. The key qualitative and quantitative considerations that influenced the development of the 2023 compensation peer group were: • Industry: U.S.-based publicly traded biotechnology and pharmaceutical companies with clinical trials in Phases I, I/II, II and/or III Market Capitalization: companies with a market capitalization between 0.3 and 3.0 times our approximate market capitalization at the time our peer group was developed (approximately $680 million and $6.1 billion) Further Refinement: At least 50% of the company’s pipeline focused on Oncology and/or Small Molecule Using these criteria, our Compensation Committee approved the following compensation peer group in September 2022 for use in making its 2023 compensation decisions:

  15. Use of Market Data and Peer Group Analysis

    | Alector Therapeutics | Allogene Therapeutics | Arcus Biosciences | | Arvinas | Day One Biopharmaceuticals | Denali Therapeutics | | Fate Therapeutics | IGM Biosciences | ImmunoGen | | Iovance Biotherapeutics | Kura Oncology | Mirati Therapeutics | | Nurix Therapeutics | Relay Therapeutics | Replimune Group | | SpringWorks Therapeutics | Xencor | Zentalis Pharmaceuticals |

  16. Use of Market Data and Peer Group Analysis

    Compared to the peer group used for 2022 compensation decisions, Dicerna Pharmaceuticals and Turning Point Therapeutics were removed because of corporate transactions involving these companies, and C4 Therapeutics and Rubius Therapeutics were removed because of our market capitalization guidelines. Alector Therapeutics, Day One Biopharmaceuticals, Denali Therapeutics and Fate Therapeutics were added to our peer group because they met the criteria set forth above.

  17. Compensation Elements

    | Element | Description | Strategic Role | | Base Salary | • Provides fixed pay element • Base salaries are typically reviewed annually | • Provides a level of fixed compensation that is set to be competitive within our industry and peers, while reflecting each executive’s responsibilities, performance, skills and experience | | Annual Cash Incentives | • “At-risk” cash compensation that is dependent upon the achievement of annual corporate objectives, as well as individual performance • Annual cash incentive opportunities are typically reviewed and determined annually | • Provides financial incentive to accomplish Company-wide and individual performance objectives over the course of the year • Rewards our executives for achieving performance objectives that are key to our annual operating and strategic plans | | Long-Term Equity Incentives | • “At-risk” long-term incentives that realize value based on performance and are dependent on our stock price • Awards are reviewed and generally granted early in the year or, if applicable, at the time of hire or promotion • Annual equity awards include both stock options and RSUs • Vesting occurs over four years, subject to the executive’s continued service with us | • Motivates our executives to focus on sustained long-term growth while fostering an ownership culture • Links executive compensation to the Company’s long-term success and aligns executive and stockholder interests • Enhances executive retention • Stock options will only provide a return to our executives if our stock price increases; RSUs provide a return based on the market price of our stock; if our share price declines, the RSUs correspondingly decline in value but still maintain some value, and therefore a mix of |

  18. Compensation Elements

    | RSUs and stock options aligns our executives’ interests with those of our stockholders by reducing the incentive for short-term risk taking at the expense of realizing long-term value |

  19. Key Governance Features

    | Pay for Performance | • A majority of our compensation is “at-risk” and is directly tied to Company performance and objectives | | Insider Trading Policy | • We maintain a robust insider trading compliance policy which contains anti-hedging and pledging provisions | | Change in Control Provisions | • No “single-trigger” change in control payments or benefits or excise tax gross-ups are provided to our executive officers | | Compensation Risk Assessment | • Our Compensation Committee conducts a compensation risk assessment in order to mitigate our compensation risk which could have a material adverse effect on the Company |

  20. Annual Cash Incentives

    Annual Cash Incentives Our annual cash incentives are based on the achievement of key corporate and individual goals. Our NEOs are eligible to earn annual cash bonuses based on the achievement of certain Company performance objectives approved by our Board as well as, in the case of our NEOs other than our CEO, their individual performance objectives. The full bonus for our CEO is determined based on the achievement of Company performance objectives. For our other NEOs, Company performance achievement is weighted 90%, and individual performance is weighted 10%. Each NEO’s target annual cash incentive opportunity is expressed as a percentage of base salary and intended to be commensurate with the NEO’s position and responsibilities. In connection with our annual compensation review, in the first quarter of 2023, after considering market data and our continued maturation as a public company, our Compensation Committee confirmed the target annual cash incentive opportunities for our CEO and other NEOs as set forth in the table below.

  21. Annual Cash Incentives

    | | 2023 | Target Annual Cash Incentive | | | Named Executive Officer | Base Salary | (As a % of Base Salary) | ($) | | Mark A. Goldsmith, M.D., Ph.D. | $635,000 | 60% | $381,000 | | Jack Anders | $440,000 | 40% | $176,000 | | Steve Kelsey, M.D., FRCP, FRCPath | $515,000 | 45% | $231,750 | | Margaret Horn, J.D. | $515,000 | 45% | $231,750 | | Xiaolin Wang, Sc.D. | $418,000 | 40% | $167,200 |

  22. 2023 Company Performance Goals

    2023 Company Performance Goals For 2023, the Company performance goals established by our Board in the first quarter of 2023, based on our Compensation Committee’s recommendation, included the following components:

  23. 2023 Company Performance Goals

    | Component | Summary of 2023 Goals and Achievements | Target | Achievement | | Research and Development | Goals: • Generate clinical data for RAS(ON) Inhibitors RMC-6236 (multi-selective) and RMC-6291 (G12C-selective) that support further development • Begin clinical evaluation of RAS(ON) Inhibitor RMC-9805 (G12D-selective) • Initiate first RAS(ON) Inhibitor combination studies • Generate and evaluate data from RAS Companion Inhibitors RMC-4630 (SHP2 inhibitor) and RMC-5552 (mTORC1 inhibitor) • Continue expanding applicability of proprietary tri-complex platform Key Achievements: • Shared initial RMC-6236 data that exceeded expectations by demonstrating encouraging safety, tolerability and antitumor activity profiles that support further development in two major tumor types • Shared initial RMC-6291 data that exceeded expectations by demonstrating encouraging adverse event and antitumor activity profiles in two major tumor types and that provided evidence of differentiation from RAS(OFF) inhibitors • Initiated RMC-9805 clinical study and observed good oral bioavailability, including dose-dependent increases in exposure consistent with preclinical projections • Initiated multiple RAS(ON) combination studies of RMC-6236 plus RMC-6291, RMC-6236 plus pembrolizumab and RMC-6921 plus pembrolizumab • Completed planned activities for RMC-4630 and RMC-5552 on a timely basis • Nominated RMC-5127 (G12V-selective) as an additional RAS(ON) development candidate • Advanced our discovery pipeline and successfully completed experiments supporting the potential expansion of the utility of our platform | 65% | 80% | | Corporate | Goals: • Continue strategic, financial, legal, operational and organizational excellence in support of R&D goals, including raising capital, beginning commercial planning, operating within budget and expanding and retaining our team to fulfill our mission Key Achievements: • Acquired EQRx, adding approximately $1.1 billion in net cash proceeds to balance sheet • Completed a $345 million underwritten equity financing • Established initial pre-commercial capabilities and began commercial planning activities • Operated under Board-approved budget • Exceeded 2023 hiring and retention goals and expanded diversity initiatives | 35% | 46% | | Total | | 100% | 126% |

  24. 2023 Earned Incentive Awards

    2023 Earned Incentive Awards Our Compensation Committee and our Board assessed the level of achievement of the 2023 Company goals in January 2024. Based on its assessment of our achievements related to these goals as described above, including overachievement in our pipeline advancement activities, financial goals and hiring and retention, and the assessment and recommendation of our Compensation Committee, our Board determined that we achieved 126% of target of our overall Company performance goals. Our Compensation Committee assessed the individual performance for each of our NEOs (other than our CEO) in February 2024. The Compensation Committee considered each of the NEOs’ individual contributions to our strong corporate performance overall, as well as the following individual achievements: for Mr. Anders, his overall responsibility and contributions to outperforming the Company’s financial objectives; for Dr. Kelsey, his overall responsibility and contributions to outperforming the Company’s research and development objectives; for Ms. Horn, her overall responsibility and contributions to outperforming the Company’s strategic and corporate objectives; and for Ms. Wang, her responsibility and contributions to outperforming the Company’s development objectives. As such, our Compensation Committee approved the payment to our NEOs of the percentages of their target annual cash incentive opportunities set forth below.

  25. 2023 Earned Incentive Awards

    | Named Executive Officer | Target Annual Cash Incentive Opportunity | Corporate Achievement (%) | Individual Achievement (%) | 2023 Earned Annual Cash Incentive Award ($) | | Mark A. Goldsmith, M.D., Ph.D. | $381,000 | 126% | N/A | $477,100 | | Jack Anders | $176,000 | 126% | 120% | $219,900 | | Steve Kelsey, M.D., FRCP, FRCPath | $231,750 | 126% | 135% | $292,600 | | Margaret Horn, J.D. | $231,750 | 126% | 130% | $291,500 | | Xiaolin Wang, Sc.D. | $167,200 | 126% | 135% | $211,000 |

  26. 2023 Earned Incentive Awards

    The 2023 earned annual cash incentive award actually paid is based on a target annual cash incentive opportunity that is lower than that shown in the first column in the table above because it is pro-rated based on the salary actually received by each NEO during 2023.

  27. Long-Term Equity Incentives

    Long-Term Equity Incentives We believe that equity awards are a crucial component of our executive compensation program to motivate our NEOs to focus on sustained long-term growth and link to stockholder value creation. Additionally, equity awards provide an important retention element in our executive compensation program, since they vest over four years. In addition, our NEOs will only realize value from their stock options if the market price of our common stock increases after the date the option is granted. For 2023, in consultation with Compensia, our Compensation Committee approved equity awards under our 2020 Plan after taking into consideration its assessment of peer group awards, a competitive market analysis performed by Compensia, our CEO’s recommendations (except with respect to his own award) and our Compensation Committee’s evaluation of each NEO’s individual responsibilities, performance, contributions and our retention objectives, as well as the number of shares of common stock in our equity pool, each NEO’s current individual equity holdings and each NEO’s overall total direct compensation. Our Compensation Committee utilized a mix of 70% stock options and 30% RSU awards, based on the grant date fair value of these awards. All of the RSU awards and stock options granted vest over a four-year period subject to the NEO’s continued service with us on the applicable vesting date. Annual stock option awards vest in equal monthly installments over that four-year period and annual RSU awards vest in equal quarterly installments over that four-year period. The following equity awards were granted to our NEOs in March 2023:

  28. Long-Term Equity Incentives

    | Named Executive Officer | Shares Underlying Stock Options Granted (#) | RSUs Granted (#) | | Mark A. Goldsmith, M.D., Ph.D. | 363,000 | 104,000 | | Jack Anders | 93,100 | 26,600 | | Steve Kelsey, M.D., FRCP, FRCPath | 140,000 | 40,000 | | Margaret Horn, J.D. | 140,000 | 40,000 | | Xiaolin Wang, Sc.D. | 101,500 | 29,000 |

  29. Severance and Change in Control Payments and Benefits

    Severance and Change in Control Payments and Benefits We have entered into employment agreements with each of our NEOs. Through these agreements, our NEOs are provided with certain severance payments and benefits in the event of certain involuntary terminations of employment in order to assist us in recruiting and retaining talented individuals and align the NEOs’ interests with the best interests of stockholders. We believe these severance payments and benefits are consistent with those provided in the life sciences industry and are an essential element of our overall executive compensation program due to the competitive market for executive talent in our industry. Enhanced severance payments and benefits are provided for a qualifying termination of employment that occurs in connection with a change in control of the Company because the severance payments and benefits are also intended to eliminate, or at least reduce, the reluctance of our NEOs to diligently consider and pursue potential change-in-control transactions that may be in the best interests of our stockholders. These arrangements are considered “double-trigger”, as they require both a change in control of the Company as well as a qualifying termination of employment. We do not provide any tax reimbursements or tax gross-up payments on severance benefits. A summary of executive severance agreements as well as estimated payments and benefits resulting from a qualified termination or change in control are described below under the heading “Potential Payments upon Termination or Change in Control”.

  30. Tax and Accounting Implications

    Tax and Accounting Implications One of the factors our Compensation Committee considers when determining executive compensation is the anticipated tax treatment to our Company and to our executive officers of the various payments and benefits. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally provides that a publicly held company may not deduct compensation paid to certain covered executive officers to the extent that such compensation exceeds $1,000,000 per executive officer in any year. Our Compensation Committee has concluded, and reserves the discretion to conclude in the future, that it is appropriate to exceed the limitation on deductibility under Section 162(m) to ensure that executive officers are compensated in a manner that it believes to be consistent with our Company’s best interests and those of our stockholders. Under the Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (Topic 718) (“ASC 718”), we are required to estimate and record an expense for each award of equity compensation (including stock options and RSUs) over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718. Our Compensation Committee has considered, and may in the future consider, the grant of performance-based or other types of stock awards to executive officers in lieu of or in addition to stock option and time-based RSU grants in light of the accounting impact of ASC 718 and other considerations.

  31. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table contains information about the compensation earned by each of our named executive officers during the fiscal years presented.

  32. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(1) | Non-equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Mark A. Goldsmith, M.D., Ph.D. | 2023 | $631,121 | $2,756,000 | $6,540,026 | $477,100 | $7,000 | $10,411,247 | | President and Chief Executive Officer | 2022 | 606,667 | 1,930,240 | 4,234,032 | 439,900 | 7,000 | 7,217,839 | | | 2021 | 580,833 | 2,037,600 | 4,785,184 | 418,300 | 7,000 | 7,828,917 | | Jack Anders | 2023 | 438,384 | 704,900 | 1,677,345 | 219,900 | 7,000 | 3,047,529 | | Chief Financial Officer | 2022 | 371,000 | 431,396 | 971,265 | 166,800 | 7,000 | 1,947,461 | | | 2021 | 311,333 | 314,130 | 733,351 | 143,800 | 7,000 | 1,509,614 | | Steve Kelsey, M.D., FRCP, FRCPath | 2023 | 512,575 | 1,060,000 | 2,522,324 | 292,600 | 7,000 | 4,394,499 | | President, Research and Development | 2022 | 497,500 | 720,128 | 1,583,971 | 274,500 | 7,000 | 3,083,099 | | | 2021 | 482,333 | 636,750 | 1,486,522 | 283,700 | 7,000 | 2,896,305 | | Margaret Horn, J.D. | 2023 | 512,575 | 1,060,000 | 2,522,324 | 291,500 | 7,000 | 4,393,399 | | Chief Operating Officer | 2022 | 497,500 | 720,128 | 1,583,971 | 271,100 | 7,000 | 3,079,699 | | | 2021 | 482,333 | 636,750 | 1,486,522 | 283,700 | 7,000 | 2,896,305 | | Xiaolin Wang, Sc.D. | 2023 | 415,737 | 768,500 | 1,828,685 | 211,000 | 7,000 | 3,230,922 | | Executive Vice President, Development | 2022 | 400,000 | 371,200 | 816,480 | 197,100 | 7,000 | 1,791,780 | | | 2021 | 377,833 | 475,440 | 1,109,936 | 197,600 | 7,000 | 2,167,809 |

  33. 2023 Summary Compensation Table

    (1) Amounts reported for 2023 represent the grant date fair value of stock options and stock awards granted to our named executive officers computed in accordance with ASC Topic 718. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for details as to the assumptions used to determine the grant date fair value of the awards. (2) Amounts for 2023 represent payments earned by our named executive officers upon the achievement of certain Company performance objectives and, other than in the case of our Chief Executive Officer, an assessment of individual performance. Please see the description of the annual bonus program under “Compensation Discussion and Analysis – Elements of Executive Compensation – Annual Cash Incentives.” Amounts for 2023 represent Company matching contributions under our 401(k) plan.

  34. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information relating to grants of plan-based awards made to our named executive officers during 2023.

  35. Grants of Plan-Based Awards in 2023

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of | All Other Option Awards: Number of Securities | Exercise or Base Price of Option | Grant- Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Stock or Units (#) | Underlying Options (#) | Awards ($/Share) | Awards ($)(2) | | Mark A. Goldsmith, M.D., Ph.D. | — | — | $381,000 | — | — | — | — | — | | | 3/1/2023(3) | — | — | — | — | 363,000 | $26.50 | $6,540,026 | | | 3/1/2023(4) | — | — | — | 104,000 | — | — | 2,756,000 | | Jack Anders | — | — | 176,000 | — | — | — | — | — | | | 3/1/2023(3) | — | — | — | — | 93,100 | 26.50 | 1,677,345 | | | 3/1/2023(4) | — | — | — | 26,600 | — | — | 704,900 | | Steve Kelsey, M.D., FRCP, FRCPath | — | — | 231,750 | — | — | — | — | — | | | 3/1/2023(3) | — | — | — | — | 140,000 | 26.50 | 2,522,324 | | | 3/1/2023(4) | — | — | — | 40,000 | — | — | 1,060,000 | | Margaret Horn, J.D. | — | — | 231,750 | — | — | — | — | — | | | 3/1/2023(3) | — | — | — | — | 140,000 | 26.50 | 2,522,324 | | | 3/1/2023(4) | — | — | — | 40,000 | — | — | 1,060,000 | | Xiaolin Wang, Sc.D. | — | — | 167,200 | — | — | — | — | — | | | 3/1/2023(3) | — | — | — | — | 101,500 | 26.50 | 1,828,685 | | | 3/1/2023(4) | — | — | — | 29,000 | — | — | 768,500 |

  36. Grants of Plan-Based Awards in 2023

    (1) Represents potential payouts under the 2023 cash incentive program. There are no threshold or maximum levels set under the program. Please see the description of the annual bonus program under “Compensation Discussion and Analysis — Elements of Executive Compensation — Annual Cash Incentives”. (2) The amounts shown represent the grant date fair value of stock options and stock awards granted to our named executive officers determined in accordance with ASC Topic 718, multiplied by the number of shares. See Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in calculating these values. (3) 1/48 of the shares originally subject to the option vest monthly on each monthly anniversary of March 1, 2023, subject to continued service on the applicable vesting date. The RSUs vest as to 1/16 of the shares on each quarterly anniversary of March 15, 2023, subject to continued service on the applicable vesting date.

  37. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information about outstanding equity awards held by each of our named executive officers at December 31, 2023.

  38. 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) | | Mark A. Goldsmith, M.D., Ph.D. | 12/1/2016 | 67,446 | — | $0.49 | 3/20/2027 | — | — | | | 3/1/2018 | 205,503 | — | 0.54 | 2/11/2028 | — | — | | | 3/29/2018 | 46,479 | — | 1.12 | 4/19/2028 | — | — | | | 3/13/2019 | 331,229 | — | 4.09 | 3/12/2029 | — | — | | | 8/9/2019 | 520,841 | — | 4.73 | 8/8/2029 | — | — | | | 2/12/2020 | 123,087 | 5,352 | 17.00 | 2/11/2030 | — | — | | | 3/4/2021 | 116,187 | 52,813 | 42.45 | 3/3/2031 | — | — | | | 3/15/2021 | — | — | — | — | 15,000 | 430,200 | | | 3/1/2022 | 158,812 | 204,188 | 18.56 | 3/1/2032 | — | — | | | 3/15/2022 | — | — | — | — | 58,500 | 1,677,780 | | | 3/1/2023 | 68,062 | 294,938 | 26.50 | 3/1/2033 | — | — | | | 3/15/2023 | — | — | — | — | 84,500 | 2,423,460 | | Jack Anders | 8/16/2018 | 22,814 | — | 2.68 | 4/19/2028 | — | — | | | 8/9/2019 | 5,137 | — | 4.73 | 8/8/2029 | — | — | | | 2/12/2020 | 16,739 | 728 | 17.00 | 2/11/2030 | — | — | | | 3/4/2021 | 17,806 | 8,094 | 42.45 | 3/3/2031 | — | — | | | 3/15/2021 | — | — | — | — | 2,313 | 66,337 | | | 3/1/2022 | 17,762 | 22,838 | 18.56 | 3/1/2032 | — | — | | | 3/15/2022 | — | — | — | — | 6,525 | 187,137 | | | 9/1/2022 | 10,937 | 24,063 | 21.61 | 9/1/2032 | — | — | | | 9/15/2022 | — | — | — | — | 6,875 | 197,175 | | | 3/1/2023 | 17,456 | 75,644 | 26.50 | 3/1/2033 | — | — | | | 3/15/2023 | — | — | — | — | 21,613 | 619,861 | | Steve Kelsey, M.D., FRCP, FRCPath | 3/13/2019 | 106,666 | — | 4.09 | 3/12/2029 | — | — | | | 8/9/2019 | 155,055 | — | 4.73 | 8/8/2029 | — | — | | | 2/12/2020 | 45,099 | 1,961 | 17.00 | 2/11/2030 | — | — | | | 3/4/2021 | 36,093 | 16,407 | 42.45 | 3/3/2031 | — | — | | | 3/15/2021 | — | — | — | — | 4,688 | 134,452 | | | 3/1/2022 | 59,412 | 76,388 | 18.56 | 3/1/2032 | — | — | | | 3/15/2022 | — | — | — | — | 21,825 | 625,941 | | | 3/1/2023 | 26,250 | 113,750 | 26.50 | 3/1/2033 | — | — | | | 3/15/2023 | — | — | — | — | 32,500 | 932,100 | | Margaret Horn, J.D. | 3/1/2018 | 5,941 | — | 0.54 | 2/11/2028 | — | — | | | 1/1/2018 | 102,751 | — | 4.09 | 3/12/2029 | — | — | | | 3/13/2019 | 68,302 | — | 4.09 | 3/12/2029 | — | — | | | 8/9/2019 | 189,800 | — | 4.73 | 8/8/2029 | — | — | | | 2/12/2020 | 45,099 | 1,961 | 17.00 | 2/11/2030 | — | — | | | 3/4/2021 | 36,093 | 16,407 | 42.45 | 3/3/2031 | — | — | | | 3/15/2021 | — | — | — | — | 4,688 | 134,452 | | | 3/1/2022 | 59,412 | 76,388 | 18.56 | 3/1/2032 | — | — | | | 3/15/2022 | — | — | — | — | 21,825 | 625,941 | | | 3/1/2023 | 26,250 | 113,750 | 26.50 | 3/1/2033 | — | — | | | 3/15/2023 | — | — | — | — | 32,500 | 932,100 | | Xiaolin Wang, Sc.D. | 3/26/2018 | 92,476 | — | 1.12 | 4/19/2028 | — | — | | | 3/13/2019 | 20,550 | — | 4.09 | 3/12/2029 | — | — | | | 8/9/2019 | 149,532 | — | 4.73 | 8/8/2029 | — | — | | | 12/18/2019 | 205 | — | 7.50 | 12/17/2029 | — | — | | | 2/12/2020 | 25,010 | 1,088 | 17.00 | 2/11/2030 | — | — | | | 3/4/2021 | 26,950 | 12,250 | 42.45 | 3/3/2031 | — | — | | | 3/15/2021 | — | — | — | — | 3,500 | 100,380 | | | 3/1/2022 | 30,625 | 39,375 | 18.56 | 3/1/2032 | — | — | | | 3/15/2022 | — | — | — | — | 11,250 | 322,650 | | | 3/1/2023 | 19,031 | 82,469 | 26.50 | 3/1/2033 | — | — | | | 3/15/2023 | — | — | — | — | 23,563 | 675,787 |

  39. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) Options vest in equal monthly installments through the fourth anniversary of the vesting commencement date and RSUs vest in equal quarterly installments through the fourth anniversary of the vesting commencement date. Based on a fair market value of our common stock on December 31, 2023 of $28.68 per share (determined based on the closing trading price of a share of our common stock on December 29, 2023, the last trading day in 2023).

  40. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the stock options that were exercised and the RSUs that vested during 2023.

  41. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($)(2) | | Mark A. Goldsmith, M.D., Ph.D. | 110,000 | 2,853,049 | 57,500 | 1,554,790 | | Jack Anders | 44,524 | 1,024,663 | 12,237 | 331,909 | | Steve Kelsey, M.D., FRCP, FRCPath | — | — | 20,950 | 566,966 | | Margaret Horn, J.D. | 62,500 | 1,681,564 | 20,950 | 566,966 | | Xiaolin Wang, Sc.D. | — | — | 13,237 | 359,083 |

  42. Option Exercises and Stock Vested

    (1) Reflects the product of the number of shares of our common stock acquired upon exercise multiplied by the difference between the closing trading price of a share of our common stock on the date of exercise and the exercise price of the option. (2) Reflects the product of the number of shares of our common stock issued upon vesting of RSUs multiplied by the closing trading price of a share of our common stock on the vesting date.

  43. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans.

  44. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans.

  45. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have entered into employment agreements with our named executive officers. Pursuant to the terms of these employment agreements, in the event the named executive officer is terminated without Cause or resigns for Good Reason (each, as defined in the employment agreements), in each case, other than during the period commencing three months prior to and ending 18 months following a change in control, the named executive officer will be eligible to receive: (i) a lump sum cash payment equal to 1x, in the case of our Chief Executive Officer, or 0.75x, in the case of our other named executive officers, the sum of the executive’s annual base salary and target annual bonus and (ii) payment or reimbursement of COBRA premiums for 12 months, in the case of our Chief Executive Officer, or nine months, in the case of our other named executive officers. In addition, in the event the named executive officer is terminated without Cause or resigns for Good Reason, in each case, during the period commencing three months prior to and ending 18 months following a change in control, the named executive officer will be eligible to receive: (i) a lump sum cash payment equal to 2x, in the case of our Chief Executive Officer, or 1x, in the case of our other named executive officers, the sum of the executive’s annual base salary and target annual bonus; (ii) payment or reimbursement of COBRA premiums for 18 months, in the case of our Chief Executive Officer, or 12 months, in the case of our other named executive officers; and (iii) full accelerated vesting of all equity awards. All severance payments and benefits under the employment agreements are subject to the executive’s execution of a release of claims against us. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our named executive officers. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2023, and a fair market value of our common stock on December 31, 2023 of $28.68 per share (determined based on the closing trading price of a share of our common stock on December 29, 2023, the last trading day in 2023). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date.

  46. Potential Payments Upon Termination or Change in Control

    | | Upon Qualifying Termination – Outside of Change in Control Period | | | | Upon Qualifying Termination – During Change in Control Period | | | | | Name | Cash Severance ($)(1) | COBRA Premiums ($) | Value Of Accelerated Vesting ($) | Total ($) | Cash Severance ($)(1) | COBRA Premiums ($) | Value Of Accelerated Vesting ($)(2) | Total ($) | | Mark A. Goldsmith, M.D., Ph.D. | $1,016,000 | $36,276 | $— | $1,052,276 | $2,032,000 | $54,415 | $7,303,299 | $9,389,713 | | Jack Anders | 462,000 | 809 | — | 462,809 | 616,000 | 1,079 | 1,645,163 | 2,262,242 | | Steve Kelsey, M.D., FRCP, FRCPath | 560,063 | 19,060 | — | 579,123 | 746,750 | 25,414 | 2,736,419 | 3,508,582 | | Margaret Horn, J.D. | 560,063 | 8,783 | — | 568,845 | 746,750 | 11,710 | 2,736,419 | 3,494,879 | | Xiaolin Wang, Sc.D. | 438,900 | 23,497 | — | 462,397 | 585,200 | 31,330 | 1,689,782 | 2,306,312 |

  47. Potential Payments Upon Termination or Change in Control

    (1) The severance amount related to base salary was determined based on the base salaries in effect on December 31, 2023 and the severance amount related to target annual bonus was determined based on the target bonuses as of December 31, 2023. (2) The value of accelerated vesting for options is calculated by multiplying (i) the number of shares accelerated by (ii) any positive excess of $28.68, the fair market value of a share of our common stock on December 31, 2023, over the applicable exercise price, and the value of accelerated vesting RSUs is calculated by multiplying the number of RSUs accelerated by $28.68, the fair market value of a share of our common stock on December 31, 2023 (determined based on the closing trading price of a share of our common stock on December 29, 2023, the last trading day in 2023).

  48. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of Dodd- Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. For 2023, our last completed fiscal year, the total compensation of our CEO was approximately 31 times the median total compensation in 2023 of all of our other employees. For 2023, the median of the annual total compensation of all our employees (other than our CEO) was $330,751 and the annual total compensation of our CEO was $10,411,247, as included in the “2023 Summary Compensation Table” above. In accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, we have identified the median employee as of October 31, 2023 by: (i) aggregating for each applicable employee: (a) annual base salary for salaried employees (or annual scheduled wages for hourly employees), (b) target cash incentive opportunity for fiscal year 2023, and (c) the estimated grant date fair value of equity awards granted during fiscal year 2023, and (ii) ranking this aggregated compensation measure for our employees from lowest to highest. This calculation was performed for all employees employed by us as of October 31, 2023, excluding the Chief Executive Officer, whether employed on a full-time or part-time basis. In making this determination, we annualized the compensation of employees who were employed by the Company for less than the entire fiscal year. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of employees.

  49. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation Committee view the link between our performance and our NEOs’ pay. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to the Compensation Discussion and Analysis” section above. Additionally, for a discussion of how we view our executive compensation structure, including alignment with our corporate performance, see “Compensation Discussion and Analysis” above. The use of the term compensation actually paid (“CAP”) is required by the SEC’s rules. Neither CAP nor the total amount reported in the “2023 Summary Compensation Table” reflects the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the “2023 Summary Compensation Table” Total Compensation values for the applicable year as described in the footnotes to the following table.

  50. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2)(5) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (4)(5) ($) | Total Shareholder Return (TSR) (6) ($) | Peer Group TSR (7) ($) | Net Income (Loss) ($ in millions) | | 2023 | $10,411,247 | $14,000,393 | $3,766,587 | $4,821,442 | $99.24 | $114.10 | $(436) | | 2022 | 7,217,839 | 8,638,970 | 2,475,510 | 2,924,708 | 82.42 | 109.99 | (249) | | 2021 | 7,828,917 | (3,466,481) | 2,367,508 | (276,306) | 88.55 | 124.53 | (187) | | 2020 | 2,388,211 | 25,707,937 | 1,260,210 | 8,576,732 | 136.99 | 124.25 | (108) |

  51. Pay Versus Performance

    (1) Represents total compensation reported for our principal executive officer (“PEO”), Dr. Goldsmith, as reflected in the “2023 Summary Compensation Table” above. (2) The following table sets forth the adjustments made during each year presented to arrive at CAP to our PEO in 2023:

  52. Pay Versus Performance

    | | 2023 ($) | | 2023 Summary Compensation Table (“SCT”) Total Compensation | $10,411,247 | | Deduct for amounts reported under the “Stock Awards” and “Option Awards” columns in the SCT | (9,296,026) | | Fair value as of year-end of equity awards granted during the year that remain unvested | 8,819,638 | | Change in fair value of prior years’ equity awards that remain unvested as of year-end | 1,871,866 | | Fair value on vesting date for awards granted and vested in the same year | 1,604,170 | | Change in fair value from prior year-end to vesting date of prior years’ awards that vested during year | 589,498 | | Compensation Actually Paid (CAP) | $14,000,393 |

  53. Pay Versus Performance

    (3) Represents the average total compensation reported for our non-PEO NEOs in the “2023 Summary Compensation Table”. The non-PEO NEOs included in the average for each year are as follows:

  54. Pay Versus Performance

    | 2023 | 2022 | 2021 | 2020 | | Jack Anders | Jack Anders | Jack Anders | Steve Kelsey, M.D., FRCP, FRCPath | | Steve Kelsey, M.D., FRCP, FRCPath | Steve Kelsey, M.D., FRCP, FRCPath | Steve Kelsey, M.D., FRCP, FRCPath | Margaret Horn, J.D. | | Margaret Horn, J.D. | Margaret Horn, J.D. | Margaret Horn, J.D. | | | Xiaolin Wang, Sc.D. | Xiaolin Wang, Sc.D. | Xiaolin Wang, Sc.D. | |

  55. Pay Versus Performance

    The following table sets forth the adjustments made during each year presented to arrive at CAP to our non-PEO NEOs during each year:

  56. Pay Versus Performance

    | | 2023 ($) | | Average SCT Total for Non-PEO NEOs | $3,766,587 | | Deduct for amounts reported under the “Stock Awards” and “Option Awards” columns in the SCT | (3,036,020) | | Fair value as of year-end of equity awards granted during the year that remain unvested | 2,880,613 | | Change in fair value of prior years’ equity awards that remain unvested as of year-end | 598,767 | | Fair value on vesting date for awards granted and vested in the same year | 455,808 | | Change in fair value from prior year-end to vesting date of prior years’ awards that vested during year | 155,687 | | Average CAP to Non-PEO NEOs | $4,821,442 |

  57. Pay Versus Performance

    (5) The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2020, 2021, 2022 and 2023 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718. For stock options, the grant date fair values were estimated using the Black-Scholes model. (6) Total Shareholder Return (“TSR”) represents the cumulative growth of a hypothetical $100 investment in our common stock made on February 13, 2020, the first date our common stock was publicly traded, as of the end of each respective year. (7) Peer group TSR represents the cumulative growth of a hypothetical $100 investment made on February 13, 2020 in the Nasdaq Biotechnology Index, which we also use for purposes of the stock performance graph included in our Annual Report on Form 10-K for the year ended December 31, 2023, as of the end of each respective year. SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (that is not TSR or net income) used by us to link CAP for the most recently completed fiscal year, to our performance. We did not use any financial performance measures to link CAP to our Company performance in the most recently completed fiscal year; accordingly, this disclosure does not present a Company-selected measure in the table above. See the “Compensation Discussion and Analysis” section included elsewhere in this Proxy Statement and in our historical proxy statements for additional detail on executive compensation actions.

  58. Relationship Between Compensation Actually Paid, Company TSR and Peer Group TSR

    Relationship Between Compensation Actually Paid, Company TSR and Peer Group TSR The chart below shows the graphical relationship between our PEO’s CAP and the average of our other NEOs’ CAP (as shown in the above Pay Versus Performance table), and TSR and Peer Group TSR.

  59. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income The chart below shows the graphical relationship between our PEO’s CAP and the average of our other NEOs’ CAP (as shown in the above Pay Versus Performance table), and our net income during the four most recently completed fiscal years.