DEF 14A of Atea Pharmaceuticals, Inc., Apr 26, 2024

DEF 14A of Atea Pharmaceuticals, Inc.

Filed Apr 26, 2024 · FY20230000950170-24-049178

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Our Board has fixed the number of directors at seven. Under our Restated Certificate of Incorporation, our Board is divided into three classes, with each class having as nearly as possible an equal number of directors and the three classes having staggered terms. At each annual meeting of the stockholders, one class of directors is elected for a three-year term to succeed the directors of the same class whose term is then expiring. At the Annual Meeting, the terms of the current Class I directors, Franklin Berger and Jean-Pierre Sommadossi, Ph.D., are scheduled to expire. The Board has nominated each of Mr. Berger and Dr. Sommadossi for re-election as Class I Directors at the Annual Meeting. If re-elected, Mr. Berger and Dr. Sommadossi will hold office until the 2027 annual meeting of stockholders and until each of such director’s respective successor is elected and qualified or until each of such director’s earlier death, resignation or removal. The Board believes that there is no single approach to corporate governance that is appropriate for all companies and that the key consideration in determining whether to implement a particular governance practice at Atea is whether that practice promotes the interests of our stockholders, taking into account the specific circumstances of Atea. In consultation with the Nominating and Corporate Governance Committee, the Board has reviewed the rationale for its current classified board structure and has determined that such structure remains appropriate for us at this time. A classified structure provides our Board with stability, continuity, institutional knowledge and experience with the opportunities, risks and challenges we have previously encountered and may again encounter. This structure also helps to resist pressure to focus on short term results at the expense of longer term value and success which is especially important in our industry given the multi-year time horizons required for successful development of biopharmaceutical products and product candidates. Each nominee has consented to being named in this Proxy Statement and to serve, if elected. If either nominee is unable to serve or for good cause will not serve as a director, it is intended that the proxies will be voted for any substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected.

  2. Class I Director Nominees For Re-Election at the Annual Meeting (terms to expire at the 2027 annual meeting)

    Class I Director Nominees For Re-Election at the Annual Meeting (terms to expire at the 2027 annual meeting) The current members of the Board who are nominees for re-election to the Board as Class I Directors are as follows:

  3. Class I Director Nominees For Re-Election at the Annual Meeting (terms to expire at the 2027 annual meeting)

    | Name | Age | Served as a Director Since | Position with Atea | | Franklin Berger | 74 | 2019 | Director | | Jean-Pierre Sommadossi, Ph.D. | 68 | 2014 | Founder, President, Chairman and Chief Executive Officer (“CEO”) |

  4. Class I Director Nominees For Re-Election at the Annual Meeting (terms to expire at the 2027 annual meeting)

    The principal occupations and business experience, for at least the past five years, of each Class I Director nominee for election at the Annual Meeting are as follows:

  5. Franklin Berger

    Franklin Berger Franklin Berger has served as a member of our Board and as the Lead director since September 2019. Mr. Berger has served as Founder and Managing Director at FMB Research LLC, a consulting firm, since June 2005. From January 2007 to June 2008, Mr. Berger also worked at Sectoral Asset Management Inc., an investment management firm, as a founder of the small-cap focused NEMO Fund. Prior to that, he served at J.P. Morgan Securities, a securities brokerage company, most recently as Managing Director, Equity Research and Senior Biotechnology Analyst and served in similar capacities at investment banking firms Salomon Smith Barney and Josephthal & Co. Mr. Berger has also served on the board of directors of Satellos Bioscience Inc. since September 2023, ESSA Pharma Inc. since March 2015, Kezar Life Sciences, Inc. since January 2016 and Atreca Inc. since October 2014. Mr. Berger previously served on the board of directors of Rain Therapeutics Inc. from May 2020 to January 2024, BELLUS Health, Inc. from May 2010 to June 2023, Tocagen, Inc. from October 2014 to December 2020, Proteostasis Therapeutics, Inc. from February 2016 to December 2020 and Five Prime Therapeutics, Inc. from October 2014 to April 2021. Mr. Berger received his B.A. and M.A. from Johns Hopkins University and his M.B.A. from Harvard Business School. We believe that Mr. Berger’s financial background and experience as an equity analyst in the biotechnology industry combined with his experience serving on the boards of directors of multiple public companies qualifies him to serve on our Board. Jean-Pierre Sommadossi, Ph.D. Jean-Pierre Sommadossi, Ph.D., is the founder of our Company and has served as our President and CEO and as Chairman of our Board since July 2012. Prior to that, he co-founded and held several roles at Idenix Pharmaceuticals, Inc., from 1998 to 2010, including Principal Founder and Chief Executive Officer and Chairman. Dr. Sommadossi also co-founded Pharmasset, Inc., a biopharmaceutical company, in 1998. Dr. Sommadossi also serves as Chairman of the board of directors of Panchrest, Inc., a marketing authorized representative in healthcare, since 2013, and as Chairman of the board of directors of Biothea Pharma, Inc., a biotechnology company, since 2021. Dr. Sommadossi has also served as a member of the board of directors of The BioExec Institute since 2004. Previously, Dr. Sommadossi served on the board of directors of ABG Acquisition Corporation from February 2021 to February 2023, as Chairman of the board of directors of Kezar Life Sciences, Inc., a biopharmaceutical company, from June 2015 to May 2022, Vice Chairman of the board of directors of Rafael Pharmaceuticals, Inc., a biopharmaceutical company, from October 2016 to November 2020 and as Chairman of the board of directors of PegaOne, Inc., a biopharmaceutical company from September 2020 to January 2021. Dr. Sommadossi also served as a member of the Harvard Medical School Discovery Council from 2010 to 2021. Dr. Sommadossi received his Ph.D. and Pharm.D. degrees from the University of Marseilles in France. We believe that Dr. Sommadossi’s scientific expertise and extensive operational, strategic and management experience in the biopharmaceutical industry qualifies him to serve on our Board.

  6. Continuing Members of the Board

    Continuing Members of the Board

  7. Class II Directors (terms to expire at the 2025 annual meeting)

    Class II Directors (terms to expire at the 2025 annual meeting) The current members of the Board who are Class II Directors are as follows:

  8. Class II Directors (terms to expire at the 2025 annual meeting)

    | Name | Age | Served as a Director Since | Position with Atea | | Bruno Lucidi | 64 | 2014 | Director | | Polly Murphy, D.V.M, Ph.D. | 59 | 2020 | Director | | Bruce Polsky, M.D. | 70 | 2014 | Director |

  9. Class II Directors (terms to expire at the 2025 annual meeting)

    The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:

  10. Bruno Lucidi

    Bruno Lucidi Bruno Lucidi has served as a member of our Board since September 2014. Mr. Lucidi has served as an independent consultant to biotechnology companies since July 2013. Mr. Lucidi served as a Life Sciences Expert at Wallonia Trade and Foreign Investment Agency, an economic development agency, from January 2017 to June 2020. From October 2017 to September 2019, Mr. Lucidi was Chief Executive Officer at AgenTus Therapeutics, a pre-clinical stage biopharmaceutical company. Mr. Lucidi has more than 35 years of experience in the pharmaceutical industry. He held Senior Executive positions at Bristol-Myers Squibb, Johnson and Johnson and GSK and he has been CEO and Chairman of the board of several biopharmaceutical companies in Europe and the US. Mr. Lucidi was trained in Oncology at the Gustave Roussy Institute, Villejuif, France, in Marketing and Strategic Management of Companies at the Ecole Superieure de Commerce, Paris, France, and in Finance, Merger and Acquisitions at the Investment Banking Institute in New York. We believe that Mr. Lucidi is qualified to serve on our Board due to his extensive experience in the life sciences industry. Polly A. Murphy, D.V.M., Ph.D. Polly A. Murphy, D.V.M., Ph.D. has served as a member of our Board since August 2020. Dr. Murphy has served as Chief Business Officer at UroGen Pharma, Inc. since August 2020. Prior to that, Dr. Murphy served in various leadership roles at Pfizer, Inc. from September 2008 to August 2020, including as Vice President and Head of Commercial Development Pfizer Oncology Business Unit from January 2019 to August 2020, Vice President and Head of Global Marketing and Commercial Development Pfizer Oncology Business Unit from June 2017 to December 2018, and as Vice President and Head of Strategy and Business Development for Pfizer China from November 2013 to May 2018. Dr. Murphy has served on the board of directors of Celcuity Inc. since September 2022. Dr. Murphy received her D.V.M. and Ph.D. from Iowa State University and M.B.A. from Nova Southeastern University. We believe Dr. Murphy is qualified to serve on our Board due to her experience in the pharmaceutical industry in business development and commercialization. Bruce Polsky, M.D. Bruce Polsky, M.D., has served as a member of our Board since November 2014. Dr. Polsky is the chair of the Department of Medicine at NYU Langone Hospital – Long Island in Mineola, New York, where he has practiced since May 2015. He also has served as professor and Chair of the Department of Medicine at NYU Grossman Long Island School of Medicine and as an Associate Dean at NYU Grossman Long Island School of Medicine since February 2019. Dr. Polsky is a leading clinical virologist who played an active role in clinical investigations of HIV/AIDS, HBV, HCV and other viral infections. From December 1998 to May 2015, Dr. Polsky was at Mount Sinai St. Luke’s and Mount Sinai Roosevelt Hospitals, where he served as Chair of the Department of Medicine and as Chief of the Division of Infectious Diseases, among other positions. Dr. Polsky received his M.D. from Wayne State University. We believe Dr. Polsky is qualified to serve on our Board due to his extensive clinical experience in the life sciences industry.

  11. Class III Directors (terms to expire at the 2026 annual meeting)

    Class III Directors (terms to expire at the 2026 annual meeting) The current members of the Board who are Class III Directors are as follows:

  12. Class III Directors (terms to expire at the 2026 annual meeting)

    | Name | Age | Served as a Director Since | Position with Atea | | Jerome Adams, M.D. | 49 | 2021 | Director | | Barbara Duncan | 59 | 2020 | Director |

  13. Class III Directors (terms to expire at the 2026 annual meeting)

    The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows: Jerome Adams, M.D. Jerome Adams, M.D., has served as a member of our Board since May 2021. Dr. Adams has also served as Director of Health Equity Initiatives at Purdue University since October 2021. Dr. Adams served as the 20th Surgeon General of the United States from September 2017 to January 2021, where he focused on the opioid epidemic and was a member of the COVID-19 Task Force. Prior to that, Dr. Adams served as the State Health Commissioner for the State of Indiana from November 2014 to September 2017, where he presided over Indiana’s efforts to deal with state-wide, unprecedented HIV outbreak. Dr. Adams was a practicing anesthesiologist and Associate Professor in the Department of Anesthesiology at Indiana University from January 2008 to September 2017. Earlier in his career, Dr. Adams was a Clinical Research Assistant at Eli Lilly and Company. He has served in leadership positions at a number of professional organizations, including the American Medical Association, the Indiana State Medical Association, and the Indiana Society of Anesthesiologists. Dr. Adams received his B.S. in Biochemistry and B.A. in Psychology from the University of Maryland, Baltimore County, his M.D. from the Indiana University School of Medicine and his M.P.H. from the University of California, Berkeley. We believe that Dr. Adams’ extensive scientific expertise and public sector experience, including his work on the COVID-19 Task Force, qualifies him to serve on our Board.

  14. Barbara Duncan

    Barbara Duncan Barbara Duncan has served as a member of our Board since October 2020. Ms. Duncan served at Intercept Pharmaceuticals, Inc., a biopharmaceutical company, as Chief Financial Officer and Treasurer from May 2009 to June 2016. Ms. Duncan has served on the board of directors of Halozyme, Inc. since February 2023, as Chair of the board of Fusion Pharmaceuticals Inc. since November 2020, and on the board of directors of Ovid Therapeutics, Inc. since June 2017. Previously, Ms. Duncan served on the boards of directors of Jounce Therapeutics, Inc. from June 2016 to May 2023, Adaptimmune Therapeutics plc from June 2016 to June 2023, Immunomedics, Inc. from March 2019 to October 2020, Innoviva, Inc., from November 2016 through April 2018, Aevi Genomic Medicine, Inc., from June 2015 through January 2020 and ObsEva S.A. from November 2016 to May 2021. Ms. Duncan received her B.A. from Louisiana State University and her M.B.A. from the Wharton School, University of Pennsylvania. We believe Ms. Duncan is qualified to serve on our Board due to her experience in the biopharmaceutical industry, including her service on the boards of directors of other public companies in the industry.

  15. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION As of June 30, 2023, we qualify as a smaller reporting company under the SEC rules. As a smaller reporting company, we are subject to reduced SEC compensation disclosure requirements. Despite this, we have chosen to go beyond the minimum requirements in this Proxy Statement by providing supplementary voluntary disclosures. Our goal is to offer our stockholders a comprehensive understanding of the rationale, guiding principles and policies that our Compensation Committee and Board followed when determining the compensation for our named executive officers (“NEOs”) for the 2023 fiscal year. In conjunction with the non-binding advisory vote on our executive compensation program at this Annual Meeting, commonly referred to as a “Say-on-Pay Vote,” we are presenting this additional information in an effort to ensure our stockholders are well equipped to make an informed decision. See Proposal 3 for the Say-on-Pay Vote. Please read this Named Executive Officer Compensation Overview in conjunction with the tables and narrative in this “Executive Officer and Director Compensation” section, which provide additional compensation information for each of our NEOs.

  16. Named Executive Officer Compensation Overview

    Named Executive Officer Compensation Overview Our Compensation Committee is responsible for overseeing and making recommendations to our Board regarding the compensation of our NEOs including base salary, cash and equity incentive compensation levels and awards, severance arrangements, change in control benefits and other forms of executive compensation. The Compensation Committee is also responsible for evaluating our performance against our corporate goals, assessing the performance of our NEOs and making related recommendations to our Board, and ensuring our compensation program is aligned with the objectives described below and competitive with those of other companies in our industry that compete with us for talent. Our NEOs for 2023 were: • Jean-Pierre Sommadossi, Ph.D., our Founder, CEO and President; • Andrea Corcoran, our Chief Financial Officer and Executive Vice President, Legal; • Janet Hammond, M.D., Ph.D., our Chief Development Officer; • Maria Arantxa Horga, M.D., our Chief Medical Officer; and • Wayne Foster, our Executive Vice President, Chief Accounting Officer. As a smaller reporting company, we are generally required to provide compensation information for our principal executive officer and our two most highly compensated executive officers serving at the end of the last completed fiscal year. However, in addition to the compensation of our principal executive officer, we have elected to provide voluntary disclosure of the compensation of our principal financial officer and our three most highly compensated executive officers serving at the end of the last completed fiscal year. We refer to all of these individuals as our “NEOs” in this Proxy Statement.

  17. Key Aspects of Our 2023 Executive Compensation Program: Strong Performance Orientation

    Key Aspects of Our 2023 Executive Compensation Program: Strong Performance Orientation Substantial Majority of Compensation is Variable and At-Risk Our compensation philosophy is performance-based and focuses on aligning the financial interests of our executive officers with those of our stockholders. Generally, this is accomplished by making a substantial portion of our executive officers’ total compensation variable and “at-risk” and by making a meaningful portion performance-based particularly when the program is viewed over a multi-year period. We consider compensation to be “at-risk” if it is subject to achievement of meaningful pre-set, objective financial or operating goals, such as in our annual cash incentive program, or if it depends on stock price appreciation or value, as in our long-term equity incentive program. Approximately 88% of our CEO’s 2023 target total direct compensation (consisting of base salary, target annual cash incentive and target fair value of long-term equity incentives) was considered variable and at-risk and approximately 73% of our other NEOs’ 2023 target total direct compensation, on average, was considered variable and at-risk. These high proportions of variable and at-risk compensation enhance the strong link between pay and performance for our CEO and other NEOs and the alignment of their interests with those of the Company and its stockholders. Performance-Based Equity Granted Periodically (2022 and 2024) in Alignment with Evolution of Business As evidence of our performance-based approach, at a stage of development of the Company that we believe is earlier than the vast majority of our pre-commercial biopharmaceutical peer companies, in 2022, our Compensation Committee introduced and awarded performance-based restricted stock units (“PSUs”) to our NEOs. The 2022 PSUs will be earned, if at all, based on achievement of key clinical and other development metrics that are intended to be realized over a three year period. These metrics were considered by both the Compensation Committee and the Board as key milestones toward the realization of our long-term success and are expected to drive significant value creation for our stockholders. In 2024, with the performance period for the 2022 PSUs nearing its conclusion in January 2025, and considering that the advancing development of our product candidates was yielding the possibility of establishing meaningful clinical and operational performance metrics that differ from the 2022 PSU performance metrics, the Compensation Committee determined to once again award PSUs to our NEOs with a multi-year performance period as a part of the 2024 long-term equity compensation program. These PSUs represent more than 50% of the grant date fair value of the long-term incentive equity awards for our CEO for 2024, making the majority of total target 2024 compensation of the CEO performance-based. 2023 CEO and NEO Equity Compensation Consistent with the market practice of similar biopharmaceutical companies, and in order to focus executives on growth and increasing stockholder value at this stage of our development, in 2023, each of our CEO and other NEOs were awarded stock options. Each of our NEOs were also awarded restricted stock units (“RSUs) as a part of the 2023 equity compensation program.

  18. Key Aspects of Our 2023 Executive Compensation Program: Strong Performance Orientation

    | RSUs | Stock Options | | Given the significance of the milestones constituting the 2022 PSU metrics, the lengthy development timelines for our product candidates, the stage of our Company which makes many financial-based performance metrics unsuitable and the ongoing performance incentive created by the 2022 PSUs, the Compensation Committee determined in 2023 to award RSUs to our NEOs, rather than PSUs in addition to stock options. The Compensation Committee believes that RSUs with a multi-year vesting feature promote the retention of our NEOs with incentives to remain in service to the Company during the vesting period. | In our view, stock options, including those awarded in 2023, are inherently performance-based, requiring stock price appreciation before there is any value earned, and are a direct and straightforward means of incentivizing our executives. In addition, stock options reward our NEOs for increasing stockholder value over the lengthier term of the option, relative to other forms of equity compensation, which we believe aligns well with the biopharmaceutical development cycle which extends for a number of years. |

  19. Key Aspects of Our 2023 Executive Compensation Program: Strong Performance Orientation

    Short-Term Annual Cash Incentive: Rigorous, Pre-Set Financial, Operating, and Regulatory/Product Development Goals, Strong Performance Achievement, and Annual Incentive Plan Payouts Reflecting Pay for Performance Alignment At the outset of 2023, we established goals for research and development and organizational development under our annual performance-based cash incentives. These goals were rigorous, aggressive, and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks of our product candidate programs. In early 2024, the Compensation Committee assessed our performance against our 2023 corporate goals under the annual bonus program. These determinations resulted in the Compensation Committee recommending, and the Board establishing, an 87.5% level of achievement for the Company against the corporate goals for 2023. This performance below the target level shows the rigor of our goals and of the Compensation Committee’s challenging performance assessment, and demonstrates the strong pay for performance alignment of our program. The alignment of the executive compensation program is underscored in view of the fact that when achievement of corporate goals is below target levels, as it was in 2023, at 87.5% of target, payouts are less, and when achievement of corporate goals is above target level, as it was in 2022, at 115% of target, payouts are more. Peer Group: Assessed and Updated Peer Group to Reflect Current Market Capitalization Consistent with best practices for corporate governance, the Compensation Committee annually reassesses the group of peer companies used as a reference point for evaluating executive compensation. In connection with determining the compensation of the CEO and other executive officers, in the second half of 2022, the Compensation Committee conducted a review of our peer group to ensure its continued appropriateness, and updated the peer group utilized by our Compensation Committee with respect to compensation decisions in 2023. In light of the change in our organizational size and market capitalization, the Compensation Committee revised the peer group selection criteria. The peer group selection criteria were updated to reference a market capitalization range of 1/3 to 3x the Company’s market capitalization and headcount below 225 employees based on the publicly available data at the time of selection, which resulted in the removal of three companies and the addition of two new companies, as compared to our 2022 peer group.

  20. Realizable Pay Demonstrates Pay for Performance Alignment

    Realizable Pay Demonstrates Pay for Performance Alignment As described in more detail below, a core component of our compensation philosophy is to incentivize our executive officers by creating a strong link between their performance and compensation. To show the alignment of pay outcomes with performance, it is useful to illustrate the amounts realizable for our CEO as of December 31, 2023 relative to the target amount of compensation approved by the Compensation Committee for the relevant year. As an example, as disclosed previously, in 2021, when establishing the annual equity award for Dr. Sommadossi, the Compensation Committee recognized the exceptional performance of the Company in 2020 when the IPO and other corporate and organizational transactions that exceeded expectations were completed. Additionally, the Compensation Committee also took into consideration that Dr. Sommadossi had, in 2020, declined an award of options to purchase 300,000 shares of Common Stock to ensure that there was a pool of shares available for use in connection with other key hires. The reported value of this award at the time was approximately $33.1 million, based on the stock price on the date of grant of $73.00 per share. The closing price on April 24, 2024 was $3.70 per share, making the “intrinsic value” of the grant $0. Realizable pay shows this relationship because it reflects the actual value of annual cash incentives and equity awards received or to be received by our CEO, and fluctuates with performance and with increases or decreases in stock price. For this reason, contrasting reported pay with realizable pay provides a meaningful demonstration of the pay for performance alignment of Atea’s executive compensation program. The following charts demonstrate the relationship between the reported and realizable pay values, in each of the past three years, of our CEO’s base salary, annual cash incentive award, and annual equity grants, including PSUs, RSUs and options. The realizable amount for the annual performance-based cash incentive represents the amount actually paid in respect of the annual cash incentive opportunity for the applicable year. The realizable value of the annual equity grants has been determined 1) for the 2022 PSUs that were unearned as of year-end, by multiplying the target number of PSUs by the stock price per share on the last trading day of 2023; 2) for the 2023 RSUs, by multiplying the number of RSUs by the stock price per share on the last trading day of 2023, and 3) for the 2021, 2022 and 2023 stock options, by determining the intrinsic (or “in the money”) value of vested and unvested stock options, if any, on the last trading day of the year. Because of the decrease in the stock price that is a key component of the equity value, the realizable value of the annual equity grants represented substantially less than the reported value in the Summary Compensation Table for the applicable year, demonstrating the direct link between performance and pay outcomes. As illustrated above, when the Company does not meet performance targets and/or the stock price decreases, the CEO’s realizable pay is negatively affected.

  21. 2023 Executive Compensation Highlights

    2023 Executive Compensation Highlights Our executive compensation program is designed to align our NEO’s interests with the drivers of growth and stockholder returns by focusing our NEO’s efforts upon, and rewarding the achievement of, the Company’s key business goals. Since we rely upon our NEOs and other executives to drive Company performance, our executive compensation programs must also be fair and competitive in order for us to retain executives whose talents, expertise, leadership and contributions facilitate the anticipated success of our long-term business strategy. Pay for performance is a foundational element in our executive compensation program. Each year, our Compensation Committee reviews our current compensation policies and practices to ensure that these policies and practices are aligned with the realization of our business goals and the interests of our stockholders and that the total compensation paid to our executives is fair and competitive. Key components of our 2023 executive compensation program are as follows: • Moderate base salary increases and no changes in target bonus opportunities: Our CEO and each of our other NEOs received a 5% increase in base salary in 2023, which was aligned with the annual merit increase for our employees generally and was determined by the Compensation Committee to be necessary to maintain market competitiveness for our NEOs in a time of increasing cost of living. There were no changes to the target bonus opportunities for any NEO in 2023. • Maintained practice of awarding substantial portion of compensation on an “at-risk” performance dependent basis: We seek to maximize the alignment between stockholder value creation and executive compensation by emphasizing variable pay tied to performance. The majority of each NEO’s 2023 compensation was “at-risk” and tied to corporate performance, through the annual performance-based cash incentive program and equity-based compensation. We consider compensation to be “at-risk” if it is subject to achievement of meaningful pre-set, objective financial or operating goals, such as in our annual incentive program, or if it depends on stock price appreciation or value, as in our long-term incentive program. • Payout of 87.5% of target annual performance-based cash incentives: In assessing our performance against the annual goals set by the Board to promote our business plan and strategy, our Board determined that we achieved a 2023 corporate performance rating of 87.5% of target. This determination reflects the Board’s assessment that we achieved, and in some cases exceeded, certain of the goals, underperformed and did not reach certain other goals and that overall performance was below the target level. As a result, the actual payout under our annual cash incentive program was reduced below target, underscoring the robust pay for performance nature of this component of our executive compensation program. • 2023 long-term incentive equity grants consisted of stock options and RSUs; PSUs were granted in 2022 and 2024: As described above, consistent with the market practice of similar biopharmaceutical companies, and in order to focus executives on growth and increasing stockholder value at this stage of our development, the Compensation Committee grants stock options, which only have value if the stock price increases after the date of grant. Consistent with its pay for performance approach, in 2022, the Compensation Committee introduced PSUs to the long-term equity award mix. The 2022 PSUs will be earned, if at all, only upon achievement of key research and development milestones which are expected to take up to three years to accomplish. In 2023, desiring to maintain the executives' focus on the achievement of the 2022 PSU key research and development metrics, the Compensation Committee determined to award RSUs in addition to stock options. The Compensation Committee sought to motivate stock price appreciation over the long term through the stock options, because stock options deliver value only if the stock price increases. The RSUs are complementary to the stock options because the RSUs have upside potential but deliver some value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to the Company. As described above, the Compensation Committee determined to once again award PSUs in 2024 that are only earned based on the achievement of key milestones over a multi-year performance period.

  22. Compensation Objectives and Philosophy

    | | What We Don’t Do ☒ | | ☒ | No Guaranteed Compensation: Although we have signed employment agreements with each of our NEOs, these agreements provide for “at will” employment, and none of these agreements provides any guarantees relating to base salary increases or the amounts of any annual incentive awards or long-term equity awards. | | ☒ | No Hedging or Pledging our Common Stock: Our insider trading policy prohibits all our employees, including our NEOs, and directors from engaging in “hedging”, pledging our common stock as collateral for a loan, or other monetization transactions with respect to our common stock or borrowing against our common stock. The policy also prohibits all our employees, including our NEOs, and directors from purchasing or holding our common stock in a margin account. | | ☒ | No Tax Reimbursements: We do not provide any excise tax reimbursement payments (including “gross-ups”) or reimbursements on any perquisites or other personal benefits. | | ☒ | No Special Health or Welfare Benefits and Limited Perquisites: Our NEOs and other executive officers participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees. We generally do not provide perquisites or personal benefits to our NEOs, except in limited circumstances. | | ☒ | No Special Retirement Benefits: We do not provide defined benefit pension arrangements or post-retirement health coverage for our executive officers or employees. Our NEOs and other executives are eligible to participate in our 401(k) plan on the same basis as our other employees. |

  23. Overview of Our 2023 Compensation Program

    Overview of Our 2023 Compensation Program Our Compensation Committee seeks to ensure that our compensation program is aligned with the interests of our stockholders, promotes the attainment our business goals and that the total compensation paid to each of our NEOs is fair, reasonable and competitive. The primary elements of our executive compensation program are base salary, annual performance-based cash incentive awards and long-term equity incentive awards. These elements are designed to incentivize and reward our executives for the achievement of challenging performance objectives tied to important corporate milestones and increases in stockholder value over time. In allocating between short-term compensation (including base salary and short-term annual cash incentive compensation) and long-term equity incentive compensation, the Compensation Committee seeks to ensure compensation is adequate to attract and retain talent, reward on a current basis the achievement of short-term key operational milestones and reward on a long-term basis the achievement of key strategic objectives and goals. The Compensation Committee believes that achieving a balance of short-term and long-term compensation enhances the opportunity to create and maximize value and aligns the interests of our NEOs and other executives with those of our stockholders. Key elements of our 2023 executive compensation program included the following: The biopharmaceutical industry is characterized by a very long product development cycle, including a lengthy research and development period involving multiple clinical studies and a rigorous governmental regulatory review and approval process. As a result, traditional financial benchmarking metrics, such as product sales, revenues and profits are inappropriate for a late-stage development company such as Atea. In lieu of financial benchmarking metrics, the Compensation Committee and the Board use key operational and product development metrics to assess the performance of the Company. Target Compensation Mix When establishing 2023 compensation packages, our Compensation Committee utilized the three elements noted above to create compensation packages that were intended to appropriately balance fixed and “at-risk” compensation, short- and long-term incentives and cash and non-cash components while aligning the interests of our NEOs with those of our stockholders. Though the Compensation Committee has not adopted any formal or informal policies or guidelines that specify the allocation of compensation between these three elements, consistent with our “pay-for-performance” philosophy, the Compensation Committee has determined that NEO compensation packages must include an emphasis on and substantial portion of variable, at-risk pay while ensuring adequate base salary to attract and retain talent. Specifically, when 2023 compensation targets were set at the beginning of 2023, approximately 88% of the CEO’s target total direct compensation (defined as base salary, target short-term annual cash incentives, plus the target fair value of long-term equity incentives) was at risk, and 73% of target total direct compensation of our other NEOs, on average, was at-risk. We consider compensation to be “at-risk” if it is dependent upon stock price appreciation or value or if it is subject to achievement of rigorous strategic, business or operational goals. We consider our long-term equity incentive program including the 2023 award of stock options and RSUs, and our annual performance-based cash incentive program to constitute “at-risk” compensation. The following charts illustrate our emphasis on variable, at-risk pay and long-term incentives, and show annualized base salary, target annual performance-based cash incentive opportunity and the target fair value of long-term equity awards as a percentage of 2023 target total direct compensation, which is the sum of these three elements for 2023.

  24. Process for Setting Executive Compensation

    Process for Setting Executive Compensation Role of the Compensation Committee and the Board Annually, our Compensation Committee, which is comprised entirely of independent directors, exercises the authority delegated to it by our Board to review our executive compensation philosophy and strategy, assesses the appropriateness of the peer group of companies used as a reference point for compensation, review the design of the compensation program including an assessment of its risk profile and establishes the components and levels of each element of total target compensation for our employees, including our NEOs and other senior executive team members. As part of this process, our Compensation Committee reviews the mix of compensation elements to ensure performance-based compensation is an appropriate proportion of overall compensation and is aligned with our business goals and strategy. Additionally, the Compensation Committee reviews the overall corporate performance for the year against goals annually approved by the Board and, as applicable, the individual performance of our NEOs and other executive officers. These annual performance reviews are a critical component in the determination by the Compensation Committee of annual cash and equity incentive awards for our NEOs and other executives. Our Board receives recommendations from the Compensation Committee but retains the authority to approve those matters that have been delegated to the Compensation Committee, including establishing the key annual operational goals under our annual performance based cash incentive plan and determining the level of achievement of such goals following year-end. The Board also retains authority to approve all components and levels of compensation awarded to our CEO. Role of Management Our Compensation Committee works with management, including our CEO, when reviewing and setting executive compensation. Management generally provides information on corporate and individual performance, updates on peer performance, and works with the independent compensation consultant to identify meaningful external market compensation data. Our CEO provides recommendations on the compensation packages for our NEOs and all other executive officers excluding only himself, as well as input regarding individual executive officer’s contributions to the achievement of Company goals. Our CEO is instrumental in developing both our annual operational goals and long-term strategic objectives and goals which are reviewed and approved by the Compensation Committee and the Board. Further, our CEO is also instrumental in providing perspective on our performance against those goals. The Compensation Committee gives significant weight to the recommendations of the CEO in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the CEO. Nevertheless, the Compensation Committee makes the ultimate determination regarding the compensation for our executive officers including our NEOs other than our CEO. The compensation of our CEO is determined by the Board. No executives, including the CEO, are involved in, or present for, their own compensation decisions. Role of Independent Compensation Consultant Since 2018, the Compensation Committee has engaged an independent external consultant, Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”), to provide information and advise on overall compensation matters for all employees, including our NEOs, and non-employee members of our Board. In 2023, Aon’s services included: • recommendations on overall compensation program design; • guidance on our compensation philosophy and policies; • guidance and recommendations on the composition of our compensation peer group; • provision of market data for analysis and design of the compensation levels and component weightings for our executive officers and non-employee directors; • input on compensation actions for executive promotions; and • input on the compensation-related disclosures in the proxy statement for our annual meeting. While Aon works with management to source market data and to arrive at market matches for new hires and promotions of executive officers, Aon reports directly to the Compensation Committee. Aon consultants attend meetings of the Compensation Committee when requested to do so. The Compensation Committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and the Nasdaq with respect to the determination of independence of a compensation consultant. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee by Aon and the fees paid for those services in relation to the firm’s total revenues. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there were no conflicts of interest, and that Aon is independent. During 2023, Aon did not provide any services to us other than the services described above. Role of Market Data The Compensation Committee uses competitive market analyses from a group of peer companies as one input and reference point for compensation decisions when reviewing our executive compensation levels and practices. The Compensation Committee also uses market data from broader Radford Global Life Sciences Compensation surveys and its own knowledge and judgment in evaluating market data and making compensation decisions. However, survey data is not used to benchmark the amount of total compensation or any specific element of compensation for the NEOs. Our Compensation Committee reviews the companies in our peer group annually, based on the criteria noted below and makes adjustments as necessary to ensure the peer group continues to properly reflect the market in which we compete for talented executives. In its establishment of a peer group of publicly traded companies in the biopharmaceutical and biotechnology industry, the Compensation Committee, using information and assistance provided by Aon, generally considers several factors and criteria including the following: • companies whose number of employees, stage of development and market capitalization are similar, though not necessarily identical, to ours; • companies with a therapeutic and technological focus similar to ours; • companies with executive positions similar to ours; and companies against which we believe we compete for executive talent. More specifically, when evaluating our peer group for 2023 compensation decisions, the Compensation Committee focused on companies with a market capitalization range of 1/3 to 3x the Company’s market capitalization and headcount below 225 employees. Based on these criteria, for the executive compensation review conducted by the Compensation Committee in December 2022 and January 2023 at which 2023 base salaries and target annual performance-based cash incentive levels were determined and equity compensation for our NEOs was awarded, our Compensation Committee analyzed the pay practices of the following peer group approved by the Compensation Committee in September 2022, which we refer to as our 2023 Peer Group:

  25. Process for Setting Executive Compensation

    Changes in the 2023 Peer Group compared to the peer group that we used to establish 2022 compensation for our NEOs and other executives included the removal of: Arvinas, Inc., Quince Therapeutics (formerly known as Cortezyme, Inc.) and Turning Point Therapeutics, Inc. Turning Point Therapeutics, Inc. was removed as a result of its acquisition during 2022 and the other two companies were removed due to their respective market capitalization being outside our defined range. To ensure an appropriate number of peers for reference, two companies meeting our criteria for the 2023 Peer Group, being Madrigal Pharmaceuticals, Inc. and Point Biopharma Global Inc., were added. Additionally, when considering the establishment of 2023 compensation levels for our NEOs, the Compensation Committee, upon recommendation from Aon, supplemented the 2023 Peer Group proxy data with data derived from the Radford 2022 Global Life Science Survey for public biopharmaceutical companies which had a market capitalization between $200 million and $2 billion and less than 225 employees. This survey data was used to obtain a general understanding of the compensation practices of companies similar to ours at the time. To arrive at competitive market compensation, Aon blended the survey data with publicly available proxy data where possible. The processes described above, the roles of the Board, Compensation Committee, management and the independent compensation consultant, and the manner in which data were assembled and utilized for establishing 2023 executive compensation were consistent with prior years and remain consistent with the current processes, roles and uses.

  26. 2023 Executive Compensation for the Named Executive Officers

    Short-Term Incentives—Annual Performance Based Cash Incentives The Compensation Committee has designed our annual performance-based cash incentive compensation program, based upon specified annual corporate goals, to emphasize its “pay for performance” philosophy and to incentivize and reward our NEOs for performance and achievement of key short term operational and corporate goals. Since this element of compensation is directly linked to the achievement of specified objectives and goals, the actual payout amounts vary from year to year based upon the level of Company and, as applicable, individual performance. For 2023, actual payouts were based solely on Company performance. The processes for establishing 2023 target opportunities, setting and determining achievement of performance goals and determining level of payout was consistent with the processes and practices utilized in prior years. Target Opportunities At or immediately prior to the start of each year, the Compensation Committee establishes the annual performance-based cash bonus opportunity for each NEO based upon a percentage of his or her base salary with consideration to each executive officer’s accountability, scope of responsibilities, and potential impact on our performance as well as recommendations from Aon regarding market compensation levels. The 2023 cash bonus opportunities for our NEOs, expressed as a percentage of base salary, did not change relative to 2022. The 2023 target annual performance-based cash incentive opportunities for our NEOs were as follows:

  27. 2023 Executive Compensation for the Named Executive Officers

    | Name | 2023 Target Bonus as a % of Base Salary | 2023 Target Bonus Value | | Jean-Pierre Sommadossi, Ph.D. | 60% | $409,800 | | Andrea Corcoran | 40% | $207,194 | | Janet Hammond, M.D., Ph.D. | 45% | $250,638 | | Maria Arantxa Horga, M.D. | 40% | $197,434 | | Wayne Foster | 40% | $168,065 |

  28. 2023 Executive Compensation for the Named Executive Officers

    | Name | 2023 Base Salary | Target Bonus as a % of Base Salary | 2023 Bonus Payout as a % of Target | 2023 Bonus Payout | | Jean-Pierre Sommadossi, Ph.D. | $683,000 | 60% | 87.5% | $358,575 | | Andrea Corcoran | $517,984 | 40% | 87.5% | $181,300 | | Janet Hammond, M.D., Ph.D. | $556,973 | 45% | 87.5% | $219,300 | | Maria Arantxa Horga, M.D. | $493,584 | 40% | 87.5% | $172,800 | | Wayne Foster | $420,163 | 40% | 87.5% | $147,100 |

  29. 2023 Executive Compensation for the Named Executive Officers

    Long-Term Equity Incentive Compensation Our equity award program is the primary long-term incentive vehicle for our NEOs and other executives. It is a key component of our overall total compensation program and is designed to align the interests of our NEOs with those of our stockholders by motivating our NEOs to achieve the realization of our corporate strategy and the creation of stockholder value. Additionally, our equity award program also serves as a retention measure as vesting of the equity awards is generally tied to a multi-year period requiring the NEOs’ continued service with us during both the vesting and payout period. Consistent with what we believe to be the prevailing market practice for companies in our industry at our stage of development we have historically used stock option awards to compensate our NEOs in the form of initial new hire grants in connection with the commencement of employment, and thereafter on an annual basis in connection with our annual executive compensation reviews. The Compensation Committee granted stock options to the NEOs in 2023. In our view, stock options are inherently performance-based, requiring stock price appreciation before there is any real value earned, and are a direct and straightforward means of incentivizing our NEOs. Stock options reward our NEOs for increasing stockholder value over the lengthier term of the option, which we believe is consistent with the longer pharmaceutical development cycle. In 2022, the Compensation Committee increased the performance nature of long-term incentives by granting PSUs. The addition of these PSUs reinforced the pay-for-performance nature of the long-term incentive grants and the executive compensation program overall. The Compensation Committee views the use of these PSUs as critical because they tie executive officer compensation with key long-term priorities and align the interests of executive officers with those of Atea and its stockholders. The performance-based metrics, in conjunction with the proportion of total compensation that was variable and at-risk, further enhance the link between pay and performance for the NEOs, as well as strengthen the alignment of the interests of the executive officers with those of our stockholders. The actual number of PSUs earned will be based on the Company’s performance relative to target. The 2022 PSUs had performance metrics capturing key research and development milestones related to the Company’s product pipeline and advancement of its clinical stage assets, with a three year performance period continuing until January 2025. In 2023, the Compensation Committee concluded that the 2022 PSUs contained sufficient incentives to motivate our NEOs towards the realization of these key goals. In making this determination, the Compensation Committee also took into account the lengthy development timelines for biopharmaceutical products, including those the Company is developing for HCV and COVID-19, and the scope of activities and focus required of the NEOs to advance such product candidates at the pace and manner needed to achieve the 2022 PSU performance metrics. Given this determination regarding the continuing effort required to achieve the 2022 PSU goals, in 2023, the Compensation Committee determined not to award further PSUs and to award RSUs, in addition to the stock options. In 2024, with the performance period for the 2022 PSUs nearing its conclusion in January 2025, and considering the advancing development of our product candidates was yielding the possibility of establishing meaningful clinical and operational performance metrics that are differentiated from the 2022 PSU performance metrics, the Compensation Committee determined to once again award PSUs with a multi-year performance period as a part of the 2024 long term equity compensation awards. In 2023, the Compensation Committee structured the mix of equity vehicles and the relative weight assigned to each to (i) motivate stock price appreciation over the long term through stock options, which deliver value only if the stock price increases, and (ii) ensure value delivery through the RSUs, reinforcing an ownership culture and commitment to us. In determining the size of the 2023 equity awards, the Compensation Committee considered a number of factors, including among others: the equity award value, the percent of company represented by the equity award, the equity award as a portion of direct compensation, the retentive value of the NEO’s existing unvested and total equity incentive holdings, level of responsibility within our Company, equity compensation in relation to general practices of our 2023 Peer Group and total annual and cumulative dilution associated with the current and prior equity awards. In 2023, the equity award value was split approximately one half in stock options and one half in RSUs with the number of RSUs calculated as option equivalents resulting in the number of RSUs awarded being less than the number of stock options. The following table contains a summary of the number of stock options and RSUs awarded to NEOs in 2023:

  30. 2023 Executive Compensation for the Named Executive Officers

    | Name | 2023 Annual Stock Option Awards (#) | Grant Date Fair Value of 2023 Annual Stock Option Awards ($) | 2023 RSU Awards (#) | Grant Date Fair Value of 2023 RSU Awards ($) | | Jean-Pierre Sommadossi, Ph.D. | 728,600 | 2,474,763 | 520,400 | 2,409,452 | | Andrea Corcoran | 186,300 | 632,787 | 133,100 | 616,253 | | Janet Hammond, M.D., Ph.D. | 196,600 | 667,772 | 140,400 | 650,052 | | Maria Arantxa Horga, M.D. | 174,500 | 592,707 | 124,600 | 576,898 | | Wayne Foster | 140,000 | 475,524 | 100,000 | 463,000 |

  31. Other Polices and Considerations

    Other Polices and Considerations Compensation Recovery Policy (Clawback Policy) Our Board of Directors has adopted a compensation recovery, or clawback, policy in accordance with the Nasdaq listing standards and Exchange Act Rule 10D-1. If we must restate our financial results as reported in a periodic or other report filed with the SEC to correct an accounting error due to material noncompliance with any financial reporting requirement under the U.S. securities laws, our Board must generally recover all incentive compensation, both cash and equity-based, awarded or paid to an executive officer covered by the policy to the extent any such compensation would not have been awarded or paid to such officer based on the restated financial results during the three completed fiscal years preceding the date on which the Company is required to prepare the restatement. This policy was adopted in 2023 after the final rule under the Dodd-Frank Act was promulgated by Nasdaq, and it became effective as of October 2, 2023, when the final rule went into effect. Accounting and Tax Considerations Under FASB ASC Topic 718, we are required to estimate and record an expense for each share-based payment award (including stock options, RSUs and PSUs) over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to FASB ASC Topic 718. Under Section 162(m) of the Code (“Section 162(m)”), compensation that exceeds $1 million per taxable year paid to certain current and former executive officers of a publicly held corporation is generally non-deductible. Although the Compensation Committee considers tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). Rule 10b5-1 Sales Plans Our directors and executive officers, including our NEOs, may adopt written trading plans pursuant to Rule 10b5-1 under the Exchange Act, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell our Common Stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information subject to compliance with the terms of our insider trading policy. Compensation Risk Assessment Each year, the Compensation Committee reviews our compensation policies and programs to assess whether these policies and programs may encourage our employees and executives to take inappropriate risks. Specifically, the Compensation Committee reviews our current compensation plans, including the mix of fixed and variable compensation, performance metrics, program oversight, measurement and payout timing, discretion and caps on short-term incentives, award size, vesting schedules and other terms of long-term equity incentives as well as other incentive opportunities and their features. After reviewing each of our current compensation plans, the Compensation Committee determined that our compensation program does not create risks that are reasonably likely to have a material adverse effect on our Company as a whole.

  32. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation for each of our NEOs for the years presented.

  33. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jean-Pierre Sommadossi, Ph.D. | 2023 | 683,000 | 2,409,452 | 2,474,763 | 358,575 | — | 5,925,790 | | President, Chief Executive Officer | 2022 | 650,000 | 2,842,220 | 1,937,306 | 448,500 | — | 5,878,026 | | and Chairman of the Board | 2021 | 650,000 | — | 33,123,392 | 331,500 | — | 34,104,892 | | Andrea Corcoran | 2023 | 517,984 | 616,253 | 632,787 | 181,300 | 13,200 | 1,961,524 | | Chief Financial Officer, | 2022 | 493,319 | 299,880 | 927,571 | 226,927 | 12,200 | 1,959,897 | | Executive Vice President, Legal | 2021 | 478,950 | — | 7,703,776 | 162,842 | 11,600 | 8,357,169 | | Janet Hammond, M.D., Ph.D. | 2023 | 556,973 | 650,052 | 667,772 | 219,300 | 13,200 | 2,107,297 | | Chief Development Officer | 2022 | 530,450 | 321,300 | 973,693 | 274,508 | 12,200 | 2,112,151 | | | 2021 | 515,000 | — | 8,283,435 | 196,988 | 11,600 | 9,007,023 | | Maria Arantxa Horga, M.D. | 2023 | 493,584 | 576,898 | 592,707 | 172,800 | 13,200 | 1,849,189 | | Chief Medical Officer | 2022 | 470,080 | 278,460 | 871,199 | 216,237 | 9,537 | 1,845,513 | | | 2021 | 452,000 | — | 7,530,396 | 142,380 | 11,600 | 8,136,376 | | Wayne Foster | 2023 | 420,163 | 463,000 | 475,524 | 147,100 | 13,200 | 1,518,987 | | Executive Vice President, Chief Accounting Officer | | | | | | | |

  34. Summary Compensation Table

    (1) The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of the stock awards, consisting solely of RSUs in 2023 and solely of PSUs in 2022, and stock options granted during the applicable year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for stock-based compensation transactions, not including any estimates of forfeiture related to service based vesting. For a discussion of assumptions used in calculating the stock option grant date fair value, see Note 11 of our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. In accordance with SEC rules, the aggregate grant date fair value of the RSUs is based upon the closing price of our Common Stock on the grant date. The amounts reported reflect our accounting expense and do not reflect the actual economic value, if any, that will be realized by the NEOs from these awards. (2) Reflects performance-based cash bonuses awarded in recognition of 2023 performance to our NEOs under our performance-based cash compensation program. The 2023 amounts reported in the All Other Compensation column reflect the amount Atea contributed to the 401(k) plan for the account of the respective NEO.

  35. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information relating to all grants of plan-based awards made to our NEOs during fiscal 2023 and supplements the information provided above in our Summary Compensation Table. All equity awards were made under our 2020 Incentive Award Plan.

  36. Grants of Plan-Based Awards in 2023

    | | | Estimated Payouts Under Non- Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($)(1) | Units (#)(2) | Options (#)(3) | Awards ($/Sh) | Awards ($)(4) | | Jean-Pierre Sommadossi, Ph.D | | | | | | | | | | Annual Performance Bonus | | — | 409,800 | 614,700 | — | — | — | — | | RSU Award | 1/31/2023 | — | — | — | 520,400 | — | — | 2,409,452 | | Discretionary Stock Option Award | 1/31/2023 | — | — | — | — | 728,600 | 4.63 | 2,474,763 | | Andrea Corcoran | | | | | | | | | | Annual Performance Bonus | | — | 207,194 | 310,790 | — | — | — | — | | RSU Award | 1/31/2023 | — | — | — | 133,100 | — | — | 616,253 | | Discretionary Stock Option Award | 1/31/2023 | — | — | — | — | 186,300 | 4.63 | 632,787 | | Janet Hammond, M.D., Ph.D. | | | | | | | | | | Annual Performance Bonus | | — | 250,638 | 375,957 | — | — | — | — | | RSU Award | 1/31/2023 | — | — | — | 140,400 | — | — | 650,052 | | Discretionary Stock Option Award | 1/31/2023 | — | — | — | — | 196,600 | 4.63 | 667,772 | | Maria Arantxa Horga, M.D. | | | | | | | | | | Annual Performance Bonus | | — | 197,434 | 296,150 | — | — | — | — | | RSU Award | 1/31/2023 | — | — | — | 124,600 | — | — | 576,898 | | Discretionary Stock Option Award | 1/31/2023 | — | — | — | — | 174,500 | 4.63 | 592,707 | | Wayne Foster | | | | | | | | | | Annual Performance Bonus | | — | 168,065 | 252,098 | — | — | — | — | | RSU Award | 1/31/2023 | — | — | — | 100,000 | — | — | 463,000 | | Discretionary Stock Option Award | 1/31/2023 | — | — | — | — | 140,000 | 4.63 | 475,524 |

  37. Grants of Plan-Based Awards in 2023

    (1) Represents the target and maximum amounts payable under our annual performance-based cash compensation program. There is no threshold performance level under the program. The target amount is calculated by multiplying the executive’s target cash incentive award percentage by his or her base salary assuming 100% achievement of the applicable performance goals. There is a maximum payout cap of 150% of the bonus target which assumes all applicable goals are exceeded. Actual payouts made for 2023 are provided in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. (2) Represents RSUs that vest in three equal installments on the first three anniversaries of the grant date, subject to continued service through each applicable vesting date. (3) The stock options vest ratably on a monthly basis until the grant is fully vested on the fourth anniversary of the grant date, subject to continued service through each applicable vesting date. Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of the RSUs and stock options granted during the year. These amounts reflect our accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts, if any, that the NEOs will actually realize from these awards.

  38. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes the outstanding equity incentive plan awards for each NEO as of December 31, 2023.

  39. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards (1) | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units that Have Not Vested (#)(2) | Market Value of Shares or Units that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares or Units that Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units that Have Not Vested ($)(3) | | Jean-Pierre Sommadossi, Ph.D. | 1/31/2023 | 166,970 | 561,630 | 4.63 | 1/30/2033 | — | — | — | — | | | 1/31/2023 | — | — | — | — | 520,400 | 1,587,220 | — | — | | | 1/31/2022 | 181,140 | 196,893 | 7.14 | 1/30/2032 | — | — | — | — | | | 1/31/2022 | — | — | — | — | — | — | 199,035 | 607,057 | | | 1/29/2021 | 466,666 | 173,334 | 73.00 | 1/28/2031 | — | — | — | — | | | 8/3/2020 | 87,500 | 12,500 | 6.83 | 8/2/2030 | — | — | — | — | | | 12/13/2019 | 200,000 | — | 1.85 | 12/12/2029 | — | — | — | — | | | 12/14/2018 | 200,000 | — | 1.43 | 12/13/2028 | — | — | — | — | | | 12/8/2017 | 385,000 | — | 1.53 | 12/7/2027 | — | — | — | — | | | 12/9/2016 | 300,000 | — | 1.24 | 12/8/2026 | — | — | — | — | | Andrea Corcoran | 1/31/2023 | 42,693 | 143,607 | 4.63 | 1/30/2033 | — | — | — | — | | | 1/31/2023 | — | — | — | — | 133,100 | 405,955 | — | — | | | 1/31/2022 | 86,729 | 94,271 | 7.14 | 1/30/2032 | — | | — | — | | | 1/31/2022 | — | — | — | — | — | — | 21,000 | 64,050 | | | 1/29/2021 | 108,536 | 40,314 | 73.00 | 1/28/2031 | — | — | — | — | | | 8/3/2020 | 131,250 | 18,750 | 6.83 | 8/2/2030 | — | — | — | — | | | 12/13/2019 | 60,000 | — | 1.85 | 12/12/2029 | — | — | — | — | | | 12/14/2018 | 60,000 | — | 1.43 | 12/13/2028 | — | — | — | — | | | 12/8/2017 | 60,000 | — | 1.53 | 12/7/2027 | — | — | — | — | | | 12/9/2016 | 60,000 | — | 1.24 | 12/8/2026 | — | — | — | — | | Janet Hammond, M.D., Ph.D | 1/31/2023 | 45,054 | 151,546 | 4.63 | 1/30/2033 | — | — | — | — | | | 1/31/2023 | — | — | | | 140,400 | 428,220 | — | — | | | 1/31/2022 | 91,041 | 98,959 | 7.14 | 1/30/2032 | — | — | — | — | | | 1/31/2022 | — | — | — | — | — | — | 22,500 | 68,625 | | | 1/29/2021 | 116,703 | 43,347 | 73.00 | 1/28/2031 | — | — | — | — | | | 8/20/2020(5) | 541,666 | 108,334 | 6.84 | 8/19/2030 | — | — | — | — | | Maria Arantxa Horga, M.D. | 1/31/2023 | 39,989 | 134,511 | 4.63 | 1/30/2033 | — | — | — | — | | | 1/31/2023 | — | — | — | — | 124,600 | 380,030 | — | — | | | 1/31/2022 | 81,458 | 88,542 | 7.14 | 1/30/2032 | — | — | — | — | | | 1/31/2022 | — | — | — | — | — | — | 19,500 | 59,475 | | | 1/29/2021 | 106,093 | 39,407 | 73.00 | 1/28/2031 | — | — | — | — | | | 8/24/2020(6) | 291,666 | 58,334 | 6.85 | 8/23/2030 | — | — | — | — | | Wayne Foster | 1/31/2023 | 32,083 | 107,917 | 4.63 | 1/30/2033 | — | — | — | — | | | 1/31/2023 | — | — | — | — | 100,000 | 305,000 | — | — | | | 1/31/2022 | 57,500 | 62,500 | 7.14 | 1/30/2032 | — | — | — | — | | | 1/31/2022 | — | — | — | — | — | — | 16,000 | 48,800 | | | 1/29/2021 | 52,317 | 19,433 | 73.00 | 1/28/2031 | — | — | — | — | | | 10/29/20 | 31,666 | 8,334 | 24.00 | 10/28/30 | — | — | — | — | | | 8/3/2020 | 109,375 | 15,625 | 6.83 | 8/2/2030 | — | — | — | — | | | 12/13/2019 | 234,742 | — | 1.85 | 12/12/2029 | — | — | — | — |

  40. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) The option vests in 48 equal monthly installments beginning on the grant date, unless otherwise noted, subject to continued service through each applicable vesting date. (2) Represents RSUs that vest in three substantially equal installments on each of the first three anniversaries of the grant date, subject to continued service through each applicable vesting date. (3) Amounts are calculated by multiplying the number of shares shown in the table by $3.05, the per share closing stock price of our Common Stock on December 29, 2023 (the last trading day of 2023). Represents PSUs that become eligible to vest based upon the achievement of clinical and regulatory milestones over a three-year performance period beginning February 1, 2022 and ending January 31, 2025. The earned PSUs will vest as to 50% on the date the Compensation Committee determines achievement of the performance goals and the remaining 50% of the earned PSUs will vest on the first anniversary of such determination, subject to continued service through each applicable vesting date. The option vested as to 25% of the underlying shares on August 10, 2021 and is continuing to vest in 36 equal monthly installments thereafter, subject to continued service through each applicable vesting date. The option vested as to 25% of the underlying shares on August 24, 2021 and is continuing to vest in 36 equal monthly installments thereafter, subject to continued service through each applicable vesting date.

  41. Option Exercises and Stock Vested

    Option Exercises and Stock Vested None of our NEOs exercised any options or vested in any stock awards during 2023.

  42. Pension Benefits Table

    Pension Benefits Table None of our NEOs participated in any defined benefit pension plans in 2023.

  43. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table None of our NEOs participated in any non-qualified deferred compensation plans in 2023.

  44. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In this section, we describe payments that would have been made to our NEOs upon several events of termination, assuming the termination event occurred on December 31, 2023. Regardless of the manner in which an NEO’s service terminates, each NEO is entitled to receive amounts earned during his or her term of service, including unpaid salary and unused paid time off, as applicable. Employment Agreements As described above, we have entered into certain agreements with each of our NEOs, that provide for potential payments upon a termination of employment. PSUs The NEOs were granted PSUs during 2022 that are eligible to vest based upon the achievement of specific clinical development and regulatory milestones over a three year performance period beginning February 1, 2022 and ending January 31, 2025. In the event of a change in control during the performance period, a number of PSUs will become eligible to vest upon such change in control equal to the greater of (i) the target number of PSUs and (ii) the actual number of PSUs that would become eligible to vest based upon the Compensation Committee’s determination of performance as of the change in control (which may include any PSUs that the Compensation Committee determines were reasonably likely to become eligible to vest absent such change in control), in each case, subject to the NEO’s continued service until such change in control. In the event Dr. Sommadossi’s employment is terminated by the Company without “cause” or by Dr. Sommadossi for “good reason” (as such terms are defined in his employment agreement described above), during the three months prior to a change in control that occurs during the performance period, and subject to Dr. Sommadossi’s execution and non-revocation of a separation agreement and release with the Company, his PSUs will remain outstanding and eligible to vest in connection with such change in control as described above as if he had remained employed until such change in control (and the PSUs will be forfeited upon such change in control to the extent they do not become vested or upon expiration of such three month period if no change in control occurs).

  45. Potential Payments Upon Termination or Change in Control

    | | Triggering Event | | | | | | Not in connection with a Change of Control | | In connection with a Change of Control * | Chenge of Control without Termination | | | Voluntary Resignation not for Good Reason | Resignation for Good Reason | Resignation for Good Reason | | | | Involuntary Termination for Cause | Involuntary Termination by Company without Cause | Involuntary Termination by Company without Cause | | | Name and Benefit | Death or Disability | ($) | ($) | | | Jean-Pierre Sommadossi, Ph.D. | | | | | | Cash Severance (Continuation of Salary) | — | 1,024,500(a) | 1,366,000(e) | — | | Prorated Bonus | — | — | 409,800(f) | — | | Incremental Bonus | — | — | 819,600(g) | — | | Benefit Continuation | — | 29,843(b) | 39,866(h) | — | | Acceleration of Vesting of Equity Awards | — | — | 2,801,334(i) | — | | Total | — | 1,054,343 | 5,436,600 | — | | Andrea Corcoran | | | | | | Cash Severance (Continuation of Salary) | — | 517,984(c) | 776,976(a) | — | | Prorated Bonus | — | — | 207,194(f) | — | | Incremental Bonus | — | — | 310,790(j) | — | | Benefit Continuation | — | 9,624(d) | 19,360(b) | — | | Acceleration of Vesting of Equity Awards | — | — | 534,055(i) | — | | Total | — | 527,608 | 1,848,375 | — | | Janet Hammond, M.D., Ph.D. | | | | | | Cash Severance (Continuation of Salary) | — | 556,973(c) | 835,460(a) | — | | Prorated Bonus | — | — | 250,638(f) | — | | Incremental Bonus | — | — | 375,957(j) | — | | Benefit Continuation | — | 19,821(d) | 39,866(b) | — | | Acceleration of Vesting of Equity Awards | — | — | 565,470(i) | — | | Total | — | 576,794 | 2,067,391 | — | | Maria Arantxa Horga, M.D. | | | | | | Cash Severance (Continuation of Salary) | — | 493,584(c) | 740,376(a) | — | | Prorated Bonus | — | — | 197,434(f) | — | | Incremental Bonus | — | — | 296,150(j) | — | | Benefit Continuation | — | 28,961(d) | 58,259(b) | — | | Acceleration of Vesting of Equity Awards | — | — | 498,980(i) | — | | Total | — | 522,545 | 1,791,199 | — | | Wayne Foster | | | | | | Cash Severance (Continuation of Salary) | — | 420,163(c) | 630,245(a) | — | | Prorated Bonus | — | — | 168,065(f) | — | | Incremental Bonus | — | — | 252,098(j) | — | | Benefit Continuation | — | 19,821(d) | 39,866(b) | — | | Acceleration of Vesting of Equity Awards | — | — | 402,600(i) | — | | Total | — | 439,984 | 1,492,874 | — |

  46. Potential Payments Upon Termination or Change in Control

    * Dr. Sommadossi is entitled to these enhanced benefits if his employment is terminated within three months prior, upon or within 12 months after a Change of Control. All other NEOs are entitled to these enhanced benefits if their employment is terminated upon or within 12 months after a Change of Control. (a) Represents 18 months of 2023 base salary continuation. (b) Represents the cost of continued medical, dental and vision insurance benefits for 18 months following termination. (c) Represents 12 months of 2023 base salary continuation. (d) (e) (f) Represents target bonus payable for 2023. (g) Represents 2x the target bonus payable for 2023. (h) Represents the cost of continued medical, dental and vision insurance benefits for 24 months following termination. (i) Represents the acceleration of vesting of the PSUs at the target performance level as of December 31, 2023 and of the RSUs at December 31, 2023, assuming a change of control as of such date. While unvested stock options would accelerate upon a change of control, the amount reported does not include any value attributable to such vesting as all unvested stock options had an exercise price above $3.05, the closing price of the Common Stock on December 29, 2023 (the last trading day in 2023). (j) Represents 1.5x the target bonus payable for 2023.

  47. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. As a pre-commercial company, we do not rely upon traditional financial performance metrics in determining executive compensation but rely on non-financial operational and product development metrics to assess performance of the Company. Accordingly, we did not use any financial performance measure to link “Compensation Actually Paid” to our NEOs to our Company performance in the most recently completed fiscal year; accordingly, this disclosure does not present a Company-Selected Measure in the table below nor a Tabular List of our most important financial metrics. The Compensation Committee did not consider the Pay versus Performance disclosure below in making its pay decisions for any of the years shown. For additional discussion of how executive compensation is linked to Company performance, please see the section labeled “Overview of Named Executive Officer Compensation” in this Proxy Statement.

  48. Pay Versus Performance

    | | Summary Compensation Table Total for | Compensation Actually Paid to | Average Summary Compensation Table Total for | Average Compensation Actually Paid to | Value of Initial Fixed $100 Investment based on:(4) | | | | Year | PEO(1) ($) | PEO(1)(2)(3) ($) | Non-PEO NEOs(1) ($) | Non-PEO NEOs(1)(2)(3) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | | 2023 | 5,925,790 | 3,404,758 | 1,859,249 | 1,040,141 | 10.05 | 109.34 | (136) | | 2022 | 5,878,026 | 705,198 | 1,860,101 | 387,388 | 15.85 | 104.54 | (116) | | 2021 | 34,104,892 | (1,459,864) | 8,024,996 | (7,212,212) | 29.47 | 116.31 | 121 | | 2020 | 2,886,987 | 15,193,868 | 2,925,389 | 13,475,089 | 137.71 | 116.28 | (11) |

  49. Pay Versus Performance

    (1) Jean-Pierre Sommadossi, Ph.D., was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  50. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | | Janet Hammond, M.D., Ph.D. | Andrea Corcoran | Andrea Corcoran | Andrea Corcoran | | Maria Arantxa Horga, M.D. | Janet Hammond, M.D., Ph.D. | Janet Hammond, M.D., Ph.D. | Janet Hammond, M.D., Ph.D. | | Nathaniel Brown, M.D. | Maria Arantxa Horga, M.D. | Maria Arantxa Horga, M.D. | Maria Arantxa Horga, M.D. | | | John Vavricka | John Vavricka | Wayne Foster |

  51. Pay Versus Performance

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table for the applicable year. We revised the Compensation Actually Paid for our NEOs in 2020 as reported in the Pay versus Performance disclosure in last year's proxy statement in accordance with new SEC guidance. The Company completed its Initial Public Offering (“IPO”) on October 30, 2020. In last year's Pay Versus Performance disclosure, we measured the change in fair value of the outstanding equity awards in 2020 from our IPO. We have revised this year’s disclosure to measure the change in fair value of the outstanding equity awards in 2020 from the end of the preceding fiscal year (i.e., fiscal year-end 2019).

  52. Pay Versus Performance

    | Year | Summary Compensation Table Total for Jean-Pierre Sommadossi, Ph.D. ($) | Exclusion of Stock Awards and Option Awards for Jean-Pierre Sommadossi, Ph.D. ($) | Inclusion of Equity Values for Jean-Pierre Sommadossi, Ph.D. ($) | Compensation Actually Paid to Jean-Pierre Sommadossi, Ph.D. ($) | | 2023 | 5,925,790 | (4,884,215) | 2,363,183 | 3,404,758 | | 2020 | 2,886,987 | (1,984,000) | 14,290,881 | 15,193,868 |

  53. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,859,249 | (1,168,748) | 349,640 | 1,040,141 | | 2020 | 2,925,389 | (2,446,929) | 12,996,629 | 13,475,089 |

  54. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.

  55. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jean-Pierre Sommadossi, Ph.D. ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Jean-Pierre Sommadossi, Ph.D. ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Jean-Pierre Sommadossi, Ph.D. ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Jean-Pierre Sommadossi, Ph.D. ($) | Total - Inclusion of Equity Values for Jean-Pierre Sommadossi, Ph.D. ($) | | 2023 | 2,801,005 | (504,061) | 392,252 | (326,013) | 2,363,183 | | 2020 | 3,289,323 | 9,477,666 | 217,910 | 1,305,982 | 14,290,881 |

  56. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 670,254 | (237,841) | 93,864 | (176,637) | 349,640 | | 2020 | 12,532,126 | — | 429,434 | 35,069 | 12,996,629 |

  57. Pay Versus Performance

    (4) The Peer Group total shareholder return ("TSR") set forth in this table utilizes the NASDAQ Biotechnology Index, which is the same index that we used in last year’s Pay versus Performance disclosures. The comparison assumes $100 was invested for the period starting on October 30, 2020, the first public trading date of our Common Stock, through the end of the listed year, in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR from October 30, 2020, the Company’s first public trading date, through the end of each of the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.

  58. Director Compensation

    Director Compensation The Company believes that having highly qualified non-employee directors is critical to our success. Non-employee directors represent the interests of our stockholders, and they contribute their experience and wisdom to guide our Company, our strategy and our management. Compensation for our non-employee directors is designed to take into account the work required in both their ongoing oversight and governance role, and their continuous focus on driving long-term performance and stockholder value. The Compensation Committee has the primary responsibility for reviewing non-employee director compensation and evaluating any changes in how we compensate our non-employee directors. The full Board reviews the Compensation Committee’s recommendations and approves the amount and type of non-employee director compensation. The Compensation Committee periodically reviews the compensation we pay our non-employee directors and in connection with this review uses inputs and assessments prepared by our independent compensation consultant to further the Compensation Committee’s understanding of current market levels of compensation being paid for board service and to gauge practices with respect to the forms of director compensation currently in use by other companies. In May 2023, our Compensation Committee, with the assistance of Aon, performed a comprehensive review of our non-employee director compensation program. The review included a general assessment of director compensation levels and practices, an evaluation of the competitiveness of the Company’s director compensation program from multiple perspectives and an overview of market trends in director compensation. Following this review, the Compensation Committee and our Board determined to, reduce the value of the initial and annual stock option awards for non-employee directors under our director compensation program and to add annual RSUs to the program, while maintaining the same amount of cash compensation for service on the Board and the committees of the Board. The changes adopted in May 2023 were effective as of June 15, 2023. The table below reflects the non-employee director compensation that was in effect prior to June 15, 2023 as well as the changes (in italics) to non-employee director compensation that became effective as of June 15, 2023.

  59. Director Compensation

    | Compensation Type | Compensation Amount Prior to June 15, 2023 | Compensation Amount as of June 15, 2023 | | Annual Retainer | $40,000 | $40,000 | | Lead Director Fee | $25,000 | $25,000 | | Committee Chair Fees: | | | | Audit | $20,000 | $20,000 | | Compensation | $15,000 | $15,000 | | Nominating and Corporate Governance | $10,000 | $10,000 | | Strategy and Public Policy | $20,000 | $20,000 | | Committee Member Fees: | | | | Audit | $10,000 | $10,000 | | Compensation | $7,500 | $7,500 | | Nominating and Corporate Governance | $5,000 | $5,000 | | Strategy and Public Policy | $10,000 | $10,000 | | Initial Stock Option Award (upon appointment or election to Board) | the lesser of 122,537 shares of Common Stock or number of shares of Common Stock with a grant date fair value not to exceed $736,911(1) | lesser of (1) 187,000 shares of Common Stock or or (2) the largest whole number of shares of Common Stock that results in such option having a grant date fair value not exceeding $674,500(1) | | Annual Stock Option Award (2) | the lesser of 61,264 shares of Common Stock or number of shares of Common Stock with a grant date fair value not to exceed $396,810(1) | an option to purchase the lesser of (a) 46,750 shares of Common Stock or (b) the largest number of whole shares of Common Stock that results in such option having a grant date fair value not exceeding $168,625(1) | | Annual Restricted Stock Award (2) | | a number of restricted stock units equal to the lesser of (a) 33,150 shares of Common Stock or (b) the quotient obtained by dividing $168,625 by the closing price of a share of Common Stock on the date of grant |

  60. Director Compensation

    Actual number of non-qualified stock options awarded is determined in accordance with our director compensation program, which generally provides that the number of shares is determined on the date of grant by dividing the value shown in the table by the grant date fair value of the option. Each non-employee director is generally eligible for an annual equity award on the date of the annual meeting of stockholders if the director has served on the Board for at least 6 months as of the date of the annual meeting and will continue to serve on our Board as a director immediately following such annual meeting. Options granted to our non-employee directors under the non-employee director compensation program have an exercise price equal to the fair market value of our Common Stock on the date of grant and expire not later than ten years after the date of grant. The options granted upon a non-employee director’s initial election or appointment vest in 36 substantially equal monthly installments following the date of grant, subject to the non-employee director’s continuous service on the Board through each such vesting date. The options granted annually to non-employee directors vest in 12 equal monthly installments following the date of grant, such that the award will be fully vested on the first anniversary of the date of grant, subject to the non-employee director’s continuous service on the Board through each such vesting date. The RSUs awarded to our non-employee directors vest in a single installment on the earlier of the first anniversary date of grant and the date of our next annual meeting of stockholders after the date of grant, subject to the non-employee director’s continuous service on the Board through such vesting date. All of a non-employee director’s outstanding initial and annual awards vest in full immediately prior to the occurrence of a change in control. Non-employee director cash fees under the director compensation program are payable in arrears in four equal quarterly installments promptly following the final day of each calendar quarter, provided that the amount of each payment will be prorated for any portion of a quarter that a director is not serving as a non-employee director on our Board. We also reimburse our non-employee directors for reasonable travel and other related expenses incurred in connection with their service on our board. The following table sets forth information concerning the compensation of our non-employee directors in 2023:

  61. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jerome Adams, M.D | 65,000 | 136,578 | 130,521 | 110,000 | 442,099 | | Franklin Berger | 90,000 | 136,578 | 130,521 | — | 357,099 | | Barbara Duncan | 65,000 | 136,578 | 130,521 | — | 332,099 | | Bruno Lucidi | 57,500 | 136,578 | 130,521 | — | 324,599 | | Polly Murphy, D.V.M., Ph.D. | 60,000 | 136,578 | 130,521 | — | 327,099 | | Bruce Polsky, M.D. | 57,500 | 136,578 | 130,521 | — | 324,599 |

  62. Director Compensation

    (1) The amounts in this column represent the aggregate grant date fair value of RSU awards granted during 2023 computed in accordance with FASB ASC Topic 718 with no estimate for future forfeitures. The amount is calculated based upon the number of shares of Common Stock underlying the RSU award multiplied by $4.12 per share, the closing price of our Common Stock on June 16, 2023, the date of grant. (2) The amounts in this column represent the aggregate grant date fair value of the stock option awards granted during 2023 computed in accordance with FASB ASC Topic 718 with no estimate for future forfeitures. For a discussion of the assumptions used in calculating these amounts, see Note 11 of our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. (3) Pursuant to the consulting agreement we have with Dr. Adams, in 2023 Dr. Adams received consulting fees in the amount of $110,000 in addition to the $65,000 in fees he earned for his service on the Board. The following table summarizes the equity awards granted to our non-employee directors for their service on our Board during 2023 and the grant date fair value of such equity awards:

  63. Director Compensation

    | Name | Date of Grant | Number of Shares Underlying Stock Awards (#) | Number of Shares Underlying Outstanding Stock Options (#) | Grant Date Fair Value of Stock Award ($)(a) | Grant Date Fair Value of Stock Option Award ($)(b) | | Jerome Adams, M.D. | 6/16/2023 | 33,150 | 46,750 | 136,578 | 130,521 | | Franklin Berger | 6/16/2023 | 33,150 | 46,750 | 136,578 | 130,521 | | Barbara Duncan | 6/16/2023 | 33,150 | 46,750 | 136,578 | 130,521 | | Bruno Lucidi | 6/16/2023 | 33,150 | 46,750 | 136,578 | 130,521 | | Polly A. Murphy, D.V.M., Ph.D. | 6/16/2023 | 33,150 | 46,750 | 136,578 | 130,521 | | Bruce Polsky, M.D. | 6/16/2023 | 33,150 | 46,750 | 136,578 | 130,521 |

  64. Director Compensation

    (a) The grant date fair value computed in accordance with FASB ASC Topic 718 represents the value of the stock award granted during 2023. The grant date fair value per RSU was $4.12 based on the closing market price of our Common Stock on the date of grant. (b) The grant date fair value computed in accordance with FASB ASC Topic 718 represents the value of the stock options granted during 2023. The grant date fair value per option was $2.79. The exercise price of the stock option award is $4.12 per share. The following table summarizes the equity awards held by each of non-employee directors serving during 2023 that were outstanding at December 31, 2023:

  65. Director Compensation

    | Name | Number of Shares Underlying Stock Awards | Number of Shares Underlying Outstanding Stock Options | | Jerome Adams, M.D. | 33,150 | 164,684 | | Franklin Berger | 33,150 | 253,292 | | Barbara Duncan | 33,150 | 222,039 | | Bruno Lucidi | 33,150 | 347,039 | | Polly A. Murphy, D.V.M., Ph.D. | 33,150 | 222,039 | | Bruce Polsky, M.D. | 33,150 | 347,039 |

  66. Certain Information relating to our Directors and Officers

    Certain Information relating to our Directors and Officers Certain information contained in this Proxy Statement relating to the occupations and security holdings of our directors and officers is based upon information received from the individual directors and officers.