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

DEF 14A of Design Therapeutics, Inc.

Filed Apr 25, 2024 · FY20230000950170-24-048385

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors 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 three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board of Directors presently has eight members. There are two directors in the Class III whose term of office expires at the Annual Meeting: Pratik Shah, Ph.D. and Stella Xu, Ph.D. The nominee listed below is currently a director of the Company and was recommended for nomination to the Board of Directors at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board of Directors. If elected at the Annual Meeting, the nominee would serve until the 2027 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is the Company’s policy to invite directors and nominees for director to attend the Annual Meeting. The following directors of the Company attended the 2023 Annual Meeting of Stockholders: Pratik Shah, Ph.D.; João Siffert, M.D.; Rodney Lappe, Ph.D.; Deepa Prasad; and Stella Xu, Ph.D. Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote at the Annual Meeting. Accordingly, the nominee receiving the most “For” votes (among votes properly cast at the Annual Meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed or authenticated proxies will be voted “For” the election of the nominee named above or, if any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute designated by our Board of Directors. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. The Nominating and Corporate Governance Committee seeks to assemble a Board of Directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct the Company’s business. The Nominating and Corporate Governance Committee and the Board of Directors also seek to attain diversity and balance among directors of race, gender, geography, thought, viewpoints, and backgrounds. To those ends, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board of Directors’ overall composition, with the goal of recruiting members who complement and strengthen the skills of other members through diversity and who also exhibit integrity, collegiality, sound business judgment, and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. The Nominating and Corporate Governance Committee assesses diversity (including self-identified diversity characteristics) in connection with the annual nomination process as well as in new director searches. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of the director/nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.

  2. ELECTION OF DIRECTORS

    | Name | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | | 1. Director Nominees | | | | | | | | Pratik Shah, Ph.D. | III | 54 | President, Chief Executive Officer, Director and Chairperson | 2017 | 2024 | 2027 | | 2. Continuing Directors | | | | | | | | Heather Berger, Ph.D. | I | 49 | Director | 2021 | 2025 | — | | Rodney Lappe, Ph.D. | I | 69 | Director | 2019 | 2025 | — | | John Schmid | I | 61 | Director | 2020 | 2025 | — | | Simeon George, M.D. | II | 47 | Director | 2020 | 2026 | — | | Arsani William, M.D. | II | 35 | Director | 2021 | 2026 | — | | Deepa Prasad | II | 44 | Director | 2021 | 2026 | — |

  3. Nominee for Election for a Three-year Term Expiring at the 2027 Annual Meeting

    Nominee for Election for a Three-year Term Expiring at the 2027 Annual Meeting Pratik Shah, Ph.D., has served as our President, Chief Executive Officer and Chairperson since August 2023 and before that served as our Executive Chairperson and a member of our Board since December 2017. Dr. Shah also serves as the Chairperson of the board of directors for ARS Pharmaceuticals, Inc. and has been a member of its board of directors since April 2016. He has also served as President of Marlinspike Group, LLC since August 2018 and of Marlinspike Group, Inc. from June 2015 to October 2020. Dr. Shah served as the Chairman of the board of directors of Synthorx, Inc. from October 2018 until its acquisition by Sanofi S.A. in January 2020. Dr. Shah also served as the President and Chief Executive Officer and Chairman of the board of directors of Auspex Pharmaceuticals, Inc. from October 2013 until its acquisition by Teva Pharmaceuticals Industries Ltd. in May 2015. From 2004 to 2014 he was a partner at Thomas, McNerney & Partners. Dr. Shah holds a B.S. in Biological Sciences from the University of California at Irvine and a Ph.D. in Biochemistry and Molecular Biology and an M.B.A. in Finance, both from the University of Chicago. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Shah is qualified to serve on our Board due to his ongoing service as our Chief Executive Officer, as well as his extensive experience as a director and executive officer of biopharmaceutical companies and his background as a venture capitalist in the biopharmaceutical industry.

  4. THE BOARD OF DIRECTORS RECOMMENDS

    THE BOARD OF DIRECTORS RECOMMENDS

  5. A VOTE IN FAVOR OF THE NAMED NOMINEE

    A VOTE IN FAVOR OF THE NAMED NOMINEE

  6. Directors Continuing Office Until the 2025 Annual Meeting

    Directors Continuing Office Until the 2025 Annual Meeting Heather Berger, Ph.D., has served as a member of our Board of Directors since June 2021. Dr. Berger has served as Chief Business Officer of Iolyx Therapeutics since May 2023 and as a consultant for Flux Therapeutics from November 2023. From September 2020 to December 2022, Dr. Berger served as a Principal at SR One Capital Management, LP. Dr. Berger was previously a Principal at S.R. One, Limited from April 2019 to September 2020. From January 2017 to December 2018, Dr. Berger was a Principal at Sofinnova Ventures focusing on biopharmaceutical investments. Dr. Berger served as a Senior Vice President and biotechnology sell-side analyst at Wedbush Securities from August 2014 to December 2016, preceded by a role as an associate at JMP Securities from September 2010 to June 2014. Prior to this, Dr. Berger worked in early-stage drug discovery at the Astellas Research Institute and was also an adjunct professor at the Feinberg School of Medicine at Northwestern University. Dr. Berger served as a member of the board of directors of Entasis Therapeutics Holdings Inc. from August 2017 to July 2022 and a member of the board of directors of Second Genome from November 2020 to December 2022. Dr. Berger received her Ph.D. in Chemistry from Northwestern University, an M.S. in Organic Chemistry from the Weizmann Institute of Science and her B.S. from Tufts University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Berger’s experience in the life science industry and her investment firm experience provide her with the qualifications and skills to serve on our Board. Rodney Lappe, Ph.D., has served as a member of our Board since July 2019 and as a consultant to the Company since November 2023. From June 2012 to February 2019, Dr. Lappe served as Executive Chairman, Chairman and a member of the board of directors for Mirati Therapeutics, Inc. From January 2012 to April 2019, Dr. Lappe served as the Senior Vice President of Tavistock Life Sciences Co., a private investment firm. From January 2004 to December 2011, Dr. Lappe was Group Senior Vice President, Pfizer Worldwide Research and Development and Chief Scientific Officer for CovX Pharmaceuticals Inc. (CovX). Dr. Lappe joined Pfizer with the CovX acquisition in January 2008. From August 2000 to December 2003, Dr. Lappe served as Vice President for cardiovascular and metabolic diseases at Pharmacia Group. He was also site leader for Pharmacia in St. Louis. Prior to joining Pharmacia, he held positions of increasing responsibility with Wyeth Pharmaceuticals, Rorer Central Research, CIBA Geigy and Searle Pharmaceuticals. Dr. Lappe received his B.A. from Blackburn College and his Ph.D. in Pharmacology from Indiana University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Lappe is qualified to serve on our Board due to his extensive experience managing pharmaceutical and biotechnology companies. John Schmid has served as a member of our Board of Directors since November 2020. Mr. Schmid has served as a member of the boards of directors of AnaptysBio, Inc. since June 2015, Helix Acquisition Corp II since February 2024, Poseida Therapeutics Inc. since July 2018 and Xeris Pharmaceuticals since September 2017. In addition, Mr. Schmid serves as chairman of the board of directors of Speak, Inc., a speakers bureau, which he helped found in 1989. Mr. Schmid also served as a member of the board of directors of Blacksmith Medicines (formerly known as Forge Therapeutics, Inc.) from May 2017 to April 2024, Neos Therapeutics from June 2015 to March 2021 and Helix Acquisition Corporation from October 2020 to April 2022. From September 2013 to June 2015, Mr. Schmid served as Chief Financial Officer of Auspex Pharmaceuticals, Inc. until its sale to Teva Pharmaceutical Industries Ltd. From June 2004 to September 2013, Mr. Schmid co-founded Trius Therapeutics where he served as the Chief Financial Officer until its merger with Cubist Pharmaceuticals, Inc. From 1998 to 2003, Mr. Schmid served as the Chief Financial Officer of GeneFormatics, Inc. From 1995 to 1998, Mr. Schmid served as the Chief Financial Officer of Endonetics Inc. Mr. Schmid received a B.A. in Economics from Wesleyan University and an M.B.A. from the University of San Diego. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Schmid is qualified to serve on our Board due to his extensive financial experience and leadership positions at multiple biopharmaceutical companies.

  7. Directors Continuing Office Until the 2026 Annual Meeting

    Directors Continuing Office Until the 2026 Annual Meeting Simeon George, M.D., has served as a member of our Board of Directors since February 2020 and our Lead Independent Director since August 2023. Since September 2020, Dr. George has served as the Chief Executive Officer of SR One Capital Management, LP. Dr. George was previously Chief Executive Officer of S.R. One, Limited now called GSK Equity Investments, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, where he had been employed since 2007. From 2006 to 2007, Dr. George was a consultant at Bain & Company, and in 2004 he was an investment banker at Goldman Sachs. Dr. George currently serves on the boards of directors of the following public companies: CRISPR Therapeutics since April 2015 and Nkarta since February 2020 and previously from July 2015 to September 2017. Dr. George also served on the boards of directors of Turning Point Therapeutics, Inc. from May 2017 through its acquisition in August 2022, Principia Biopharma Inc. from February 2011 through its acquisition in September 2020, Progyny from May 2012 until Oct 2019, HTG Molecular Diagnostics, Inc., from June 2011 until October 2015, and Genocea Biosciences, Inc., from February 2009 to December 2014. Dr. George received his B.A. in Neuroscience from the Johns Hopkins University, where he graduated Phi Beta Kappa. He received his M.D. from the University of Pennsylvania School of Medicine and his M.B.A. (Mayer Scholar) from the Wharton School of the University of Pennsylvania. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. George is qualified to serve on our Board due to his experience in the life sciences industry and the venture capital industry, and his leadership and management experience. Arsani William, M.D., has served as a member of our Board since January 2021. Dr. William has served as Managing Partner and Chief Investment Officer of Logos Capital since its founding in August 2019. Prior to founding Logos, Dr. William served as an investment professional at Farallon Capital Management from September 2016 to January 2019 where he helped grow the development of Farallon’s biopharma portfolio. Dr. William holds an M.D. from Harvard Medical School where he was a Gerald S. Foster Scholar, an MBA from Stanford’s Graduate School of Business, and a BS with Honors in Biology from Stanford University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. William is qualified to serve on our Board due to his experience in the life sciences industry and the venture capital industry, and his leadership and management experience. Deepa Prasad has served as a member of our Board of Directors since June 2021. Ms. Prasad is currently the Executive Director of the Robinson Life Sciences Business and Entrepreneurship Program at University of California, Berkeley since February 2023. Ms. Prasad was President and CEO of vTv Therapeutics from October 2021 through March 2022. Prior to joining vTv, Ms. Prasad was managing director at WestRiver Group from September 2019 to October 2021. Ms. Prasad was Chief of Staff at Blue Shield of California from May 2018 to August 2019, Regional Vice President at Optum from May 2017 to May 2018, Head of Managed Care at California Hospital Association from 2014 to December 2017, and Vice President, Financial Strategy and Business Development at Coherus Biosciences from 2012 to 2014. Ms. Prasad holds a B.S. from University of California, Berkeley and an M.B.A. from Northwestern University – Kellogg School of Management. The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Prasad is qualified to serve on our Board due to her financial and operational expertise and her experience in the finance and life sciences industries.

  8. Board Diversity

    Board Diversity The Board Diversity Matrix, below, provides certain self-identified diversity statistics for our Board of Directors.

  9. Board Diversity

    | Board Diversity Matrix As of March 31, 2024 | | | | | | Total Number of Directors | 8 | | | | | | Female | Male | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 5 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | 2 | 2 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 1 | 2 | — | — | | Two or More Races or Ethnicities | — | 1 | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | — | — | — | — |

  10. Board Diversity

    Our Board Diversity Matrix as of March 31, 2023 can be found in the proxy statement for our 2023 Annual Meeting of Stockholders, filed with the SEC on April 13, 2023.

  11. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  12. Compensation Committee

    Compensation Committee Our Compensation Committee currently consists of Drs. George and William and Mr. Schmid, with Dr. William serving as the chair. Our Board of Directors has determined that each of the members of our Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and satisfies the Nasdaq independence requirements. The Compensation Committee charter can be found on our website at www.designtx.com in the Corporate Governance section. The Charter is reviewed and updated annually, or as may be warranted from time to time. The functions of the Compensation Committee include, among other things: reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full Board of Directors regarding) our overall compensation strategy and policies; reviewing and approving (or in the case of the chief executive officer or, for other executive officers, if the Compensation Committee otherwise deems appropriate, making recommendations to the full Board of Directors regarding) the compensation and other terms of employment of our executive officers; reviewing and approving (or if it deems it appropriate, making recommendations to the full Board of Directors regarding) performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives; • reviewing and approving (or if it deems it appropriate, making recommendations to the full Board of Directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs; • evaluating risks associated with our compensation policies and practices and assessing whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us; • reviewing and making recommendations to the full Board of Directors regarding the type and amount of compensation to be paid or awarded to our non-employee board members; • establishing policies with respect to votes by our stockholders to approve executive compensation as required by Section 14A of the Exchange Act and determining our recommendations regarding the frequency of advisory votes on executive compensation, to the extent required by law; • reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; • administering our equity incentive plans; • establishing policies with respect to equity compensation arrangements; • reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us; • reviewing and making recommendations to the full Board of Directors regarding the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; • reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement; • preparing the report that the SEC requires in our annual proxy statement (if applicable); • reviewing updates from the Company's management on human capital matters; and reviewing and assessing on an annual basis the performance of the compensation committee and the compensation committee charter. Typically, we will plan for the Compensation Committee to meet quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief Executive Officer, Chief Operating Officer or General Counsel. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, nor is he present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives, respectively. The charter of the Compensation Committee grants the Compensation Committee full access to all our books, records, facilities, and personnel. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the authority, in its sole discretion, to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under its charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel, or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent. The Compensation Committee or the Board of Directors upon recommendation from the Compensation Committee, makes significant adjustments to annual compensation, determines bonus and equity awards, and establishes new performance objectives at one or more meetings held during the first quarter of the year or at the end of the year. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Board of Directors upon recommendation from the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive compensation paid at other companies identified by the consultant.

  13. Compensation Committee

    Our Compensation Committee enlists the services of a third-party company to conduct an analysis of our compensation practices compared with current market practices. In August 2020, we engaged the services of FW Cook, to conduct a review and analysis of our executive and director compensation compared with current market practices and a peer group of companies, to be used for setting 2021 executive and director compensation levels. The 2021 peer group, which was updated in 2022 and 2023, was chosen based on several characteristics including: comparable stage in key product and corporate development, similar growth and performance potential and market capitalization. Effective March 2021, FW Cook, reports directly to the Chair of the Compensation Committee. The Compensation Committee has assessed the independence of FW Cook according to the six factors mandated by SEC and Nasdaq listing standards. After conducting this assessment and considering any potential conflicts of interest, the Compensation Committee concluded that the continued engagement of FW Cook did not raise any conflict of interest and did not adversely affect FW Cook’s independence.

  14. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  15. SUMMARY COMPENSATION TABLE FOR FISCAL 2023 AND 2022

    SUMMARY COMPENSATION TABLE FOR FISCAL 2023 AND 2022

  16. SUMMARY COMPENSATION TABLE FOR FISCAL 2023 AND 2022

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | | Pratik Shah, Ph.D.(3) | 2023 | 360,600(4) | 181,552(5) | 5,613,680 | 148,748 | 13,200(6) | 6,317,780 | | President, Chief Executive Officer and Chairperson | 2022 | 337,510 | 119,995(5) | 3,877,105 | 168,755 | 12,200(6) | 4,515,565 | | Sean Jeffries, Ph.D. | 2023 | 416,010(7) | — | 729,602 | 124,803 | 13,200(6) | 1,283,615 | | Chief Operating Officer | 2022 | 400,000 | — | 2,856,814 | 160,010 | 12,200(6) | 3,429,024 | | João Siffert, M.D.(8) | 2023 | 431,377(9) | — | 2,187,550 | — | 893,898(10) | 3,512,825 | | Former President and Chief Executive Officer | 2022 | 577,500 | — | 3,877,105 | 288,750 | 36,200(11) | 4,779,555 |

  17. SUMMARY COMPENSATION TABLE FOR FISCAL 2023 AND 2022

    (1) In accordance with the SEC rules, this column reflects (i) the aggregate grant date fair value of the awards during 2023 and (ii) in the case of Dr. Siffert, the incremental fair value of $24,800 recognized in connection with the modification of Dr. Siffert’s options for the exercise period extension in connection with his separation (as described below). These amounts have been computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC 718”). Assumptions used in the calculation of these amounts are included in Footnote 9 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by Drs. Shah, Jeffries and Siffert upon the vesting, exercise, or sale of the shares of common stock underlying such awards. (2) Amounts represent the applicable named executive officer’s performance bonus earned for 2023 and 2022 and paid in the subsequent year, as described below under “Non-Equity Incentive Plan Compensation.” (3) On August 25, 2023, the Board of Directors appointed Dr. Shah as our President and Chief Executive Officer. Dr. Shah has served as our Executive Chairperson since 2017 and through his appointment as our President and Chief Executive Officer in August 2023 and continues to serve as Chairperson of our Board of Directors. (4) In January 2023, our Board of Directors approved a merit increase of Dr. Shah's annual base salary from $337,510 to $360,600, effective January 1, 2023. (5) Amount represents a discretionary cash bonus paid to Dr. Shah for his contributions to the Company in 2022 and 2023. Consists of matching contributions to the 401(k) plan. In January 2023, our Board of Directors approved an increase of Dr. Jeffries’ annual base salary from $400,000 to $416,010, effective January 1, 2023. On August 25, 2023, Dr. Siffert and our Board of Directors agreed to the resignation of Dr. Siffert from all offices of the Company and from the Board of Directors, effective immediately, and as an employee of the Company, effective September 1, 2023. (9) In January 2023, our Board of Directors approved an increase of Dr. Siffert’s annual base salary from $577,500 to $600,600, effective January 1, 2023. (10) Consists of $600,600 in severance payments associated with Dr. Siffert’s resignation as our President and Chief Executive Officer, $230,220 prorated target annual performance bonus for 2023 paid in 2023, $33,878 in related COBRA payments, $16,000 in commuting expenses and $13,200 of matching contributions to the 401(k) plan. (11) Consists of $24,000 in commuting expenses and $12,200 of matching contributions to the 401(k) plan.

  18. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table presents the outstanding equity incentive plan awards held by each Named Executive Officer as of December 31, 2023.

  19. Outstanding Equity Awards as of December 31, 2023

    | | Option Awards (1) | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price Per Share ($) (2) | Option Expiration Date | | Pratik Shah, Ph.D. | 9/1/2023 | — | — | 525,000(3) | 2.48 | 8/31/2033 | | | 9/1/2023 | — | — | 525,000(4) | 2.48 | 8/31/2033 | | | 9/1/2023 | — | 1,050,000 | — | 2.48 | 8/31/2033 | | | 2/1/2023 | — | 415,000 | — | 7.97 | 1/31/2033 | | | 2/1/2022 | 174,166 | 300,834 | — | 12.77 | 1/31/2032 | | Sean Jeffries, Ph.D. | 2/1/2023 | — | 140,000 | — | 7.97 | 1/31/2033 | | | 2/1/2022 | 128,333 | 221,667 | — | 12.77 | 1/31/2032 | | João Siffert, M.D. | 2/1/2022 | 150,416(5) | — | — | 12.77 | 1/31/2032 |

  20. Outstanding Equity Awards as of December 31, 2023

    (1) Option and stock awards granted prior to March 2021 were granted under the 2018 Plan and options granted after March 2021 were granted under the 2021 Plan. (2) All of the option awards were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant, which was the closing price per share of our common stock on the grant date. (3) The shares subject to this option shall vest according to the IND Performance-Based Vesting Schedule. (4) The shares subject to this option shall vest according to the Phase 2a Performance-Based Vesting Schedule. (5) Upon Dr. Siffert's resignation as President and Chief Executive Officer in August 2023, our Board of Directors granted to Dr. Siffert extended exercisability of his vested stock options until six months following September 1, 2023.

  21. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our Board of Directors or Compensation Committee may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  22. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Regardless of the manner in which a Named Executive Officer’s service terminates, each Named Executive Officer is entitled to receive amounts earned during his term of service, including unpaid salary and unused paid time off, as applicable. Dr. Shah is entitled to certain severance benefits under his employment offer letter, subject to his execution of a release of claims, return of all company property, compliance with post-termination obligations and resignation from all positions with us. João Siffert, M.D. As discussed above, on August 25, 2023, the Company and Dr. Siffert entered into the Separation Agreement pursuant to which, in exchange for a release of claims in favor of the Company, Dr. Siffert (i) is entitled to receive salary continuation for 12 months, (ii) received a lump sum payment of $230,220, which amount is approximately equal to Dr. Siffert’s target annual performance bonus for 2023, prorated for his employment through the Separation Date, (iii) is entitled to receive COBRA payments for up to 12 months following the Separation Date, and (iv) received extended exercisability of his vested stock options until six months following the Separation Date.

  23. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following summarizes the compensation earned by or paid to each of the non-employee directors for the fiscal year ended December 31, 2023:

  24. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

  25. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    | Name | Fees earned or paid in cash ($) | Option awards ($)(1)(2) | Total ($) | | Simeon George, M.D. | 44,000 | 51,696 | 95,696 | | Stella Xu, Ph.D. | 42,500 | 51,696 | 94,196 | | Rodney Lappe, Ph.D. | 58,000 | 170,558(3) | 228,558 | | John Schmid | 55,000 | 51,696 | 106,696 | | Deepa Prasad | 42,500 | 51,696 | 94,196 | | Heather Berger, Ph.D. | 42,500 | 51,696 | 94,196 | | Arsani William, M.D. | 52,500 | 51,696 | 104,196 |

  26. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    (1) The amounts reported in this column represent the aggregate grant date fair value of awards computed in accordance with ASC Topic 718. (2) The aggregate number of shares subject to outstanding stock options held as of December 31, 2023 by the non-employee directors who are listed in the table above, which includes grants made to the non-employee directors in 2023 and prior calendar years, are as follows: Dr. George: 45,000; Dr. Xu: 45,000; Dr. Lappe: 114,186; Mr. Schmid: 45,000; Ms. Prasad: 60,000; Dr. Berger: 60,000; and Dr. William: 45,000. (3) In addition to grants pursuant to our non-employee director compensation policy, Dr. Lappe received an option grant to purchase 69,186 shares of our common stock on December 1, 2023, as compensation for consulting work. The grant date fair value of this option grant, computed in accordance with ASC Topic 718, was $118,589.

  27. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board of Directors adopted a non-employee director compensation policy in March 2021 that became effective on March 25, 2021 and applies to all of our non-employee directors. The compensation policy was amended by the Board in December 2023, effective for compensation as of January 1, 2024. This compensation policy through 2023 provides that each such non-employee director will receive the following compensation for service on our Board of Directors: • an annual cash retainer of $35,000; • an additional annual cash retainer of $30,000 for service as Chairman of Board of Directors; • an additional annual cash retainer of $7,500, $5,000, $4,000 and $7,500 for service as a member of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Research and Development Committee, respectively; • an additional annual cash retainer of $15,000, $10,000, $8,000 and $15,000 for service as chair of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Research and Development Committee, respectively (in lieu of the committee member retainer described above); an initial option grant to purchase 30,000 shares of our common stock on the date of each such non-employee director’s appointment to our Board of Directors, with the shares vesting in 36 equal monthly installments, subject to continued service as a director through the vesting date; and an annual option grant to purchase 15,000 shares of our common stock on the date of each of our annual stockholder meetings for each continuing director (pro-rated for directors who have not served on the Board for 12 months prior to the applicable annual stockholder meeting based on the number of full months served on the Board), with the shares vesting in equal monthly installments over the 12 months following the date of grant, provided that such annual grant will vest in full upon the earlier of the first anniversary of the date of grant or the next annual stockholders meeting, subject to continued service as a director though the applicable vesting date. Effective January 1, 2024, the Board amended the compensation policy for the non-employee directors as follows: the new annual cash retainer for service as a Board member was revised to $40,000, an additional annual cash retainer for the Lead Independent Director of the Board of Directors was created for $35,000, the additional annual cash retainer for service as a member of the Compensation Committee and Nominating and Corporate Governance Committee was revised to $6,000 and $5,000, respectively, and the additional annual cash retainer for service as chair of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee was revised to $20,000, $12,000 and $10,000, respectively. Effective January 1, 2024, the annual option grant for each continuing director was revised to 19,000 shares of our common stock. Each of the option grants described above will be granted under our 2021 Plan, the terms of which are described in more detail above under the section titled “Executive and Director Compensation—Equity Compensation Arrangements—2021 Equity Incentive Plan.” Each such option grant will vest in full upon a change in control (as defined in the 2021 Plan). The term of each option will be ten years, subject to earlier termination as provided in the 2021 Plan. An eligible director may decline all or any portion of his or her compensation by giving notice to us prior to the date cash may be paid or equity awards are to be granted, as the case may be. We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board of Directors and committee meetings. Director’s fees are prorated to the date the director is appointed or elected.