DEF 14A of Janux Therapeutics, Inc., Apr 29, 2024

DEF 14A of Janux Therapeutics, Inc.

Filed Apr 29, 2024 · FY20230000950170-24-049873

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Board of Directors currently consists of eight members. There are three directors in Class III, the class whose term of office expires at this Annual Meeting: Vickie Capps, Jay Lichter, Ph.D. and Jake Simson, Ph.D. The three nominees for Class III director were nominated for re-election to the Board of Directors at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board of Directors. If elected at the Annual Meeting, each of these nominees for director would serve for a three-year term until our 2027 Annual Meeting of Stockholders, and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting. All of our directors attended the 2023 Annual Meeting of Stockholders. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote at the Annual Meeting. Accordingly, the three nominees receiving the most “For” votes (among votes properly cast at the Annual Meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed or authenticated proxies will be voted “For” the election of the three nominees named above or, if any nominee becomes unavailable for election as a result of an unexpected occurrence, “For” the election of a substitute nominee designated by our Board of Directors. Each nominee has agreed to serve as a director if elected and we have no reason to believe that any nominee will be unable to serve. The Nominating and Corporate Governance Committee seeks to assemble a Board of Directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct the Company’s business. The Nominating and Corporate Governance Committee and the Board of Directors also seek to attain diversity and balance among directors of race, gender, geography, thought, viewpoints, and backgrounds. To those ends, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board of Directors’ overall composition, with the goal of recruiting members who complement and strengthen the skills of other members through diversity and who also exhibit integrity, collegiality, sound business judgment, and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director/nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.

  2. Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting

    Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting Vickie Capps, 62, has served as a member of our Board since March 2021. Ms. Capps has also served as a member of the board of directors of Amedisys, Inc., a provider of home health and hospice services, since October 2019, and is the chair of its audit committee and a member of its compensation committee. In addition, Ms. Capps serves as a member of the board of directors of Enable Therapeutics, Inc., a private medical device company, a member of the senior advisory board of Consonance Capital Partners, a healthcare investment firm, and is also a member of the board of directors of the San Diego State University Research Foundation and a member of its audit committee and its finance and investment committee. Ms. Capps previously served on the board of directors of NuVasive, Inc., a public medical device company, from June 2015 until the closing of its merger with Globus Medical, Inc. in September 2023, of Otonomy, Inc., a public biotechnology company, from March 2014 until February 2023, of Silverback Therapeutics, Inc., a public biotechnology company, from June 2020 until the closing of its merger with ARS Pharmaceuticals, Inc. in November 2022, of Synthorx, Inc., a public biotechnology company, from April 2018 until its sale to Sanofi in January 2020, and of Connecture, Inc., a healthcare IT company, from October 2014 to April 2018. Ms. Capps has also previously served on the boards of directors of several other public and private companies, including OmniGuide Holdings, Inc., RF Surgical Systems, Inc., Eagle Rx, Inc. and SenoRx, Inc. From July 2002 to December 2013, Ms. Capps was the Chief Financial Officer of DJO Global, Inc., a medical device company. Prior to joining DJO Global, Inc., Ms. Capps served as the Chief Financial Officer of several other public and private companies. Earlier in her career, Ms. Capps was a senior audit and accounting professional at Ernst & Young LLP. Ms. Capps is a California Certified Public Accountant and was recognized as a CFO of the Year Honoree by the San Diego Business Journal in 2009 and 2010 and as a Director of the Year Honoree by the Corporate Directors Forum in 2022. Ms. Capps received a B.A. in Business Administration/Accounting from San Diego State University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Capps’s experience in corporate finance, accounting, operations, investor relations, capital markets and strategic business development provide her with the qualifications and skills to serve as a member of our Board of Directors. Jay Lichter, Ph.D., 62, has served as a member of our Board since June 2017. Dr. Lichter is currently Chief Executive Officer of Arialys Therapeutics, Inc. and Fortis Therapeutics, Inc., each a private biotechnology company. Since 2007, Dr. Lichter has been a managing director at Avalon Ventures, an early-stage venture capital fund focused on information technology and life sciences. In that role, he led Avalon Venture’s investments in public companies Synthorx, Inc., a biopharmaceutical company (acquired by Sanofi in January 2020), and Aratana Therapeutics, Inc., a pet therapeutics company, and served as a director and Chief Executive Officer for several privately-held biotechnology companies. He previously served on the board of directors of Aratana Therapeutics, Inc. from December 2010 to August 2015, of Synthorx, Inc. from February 2014 until its sale to Sanofi in January 2020, and of Otonomy, Inc. from from May 2008 until February 2023, serving as Chairman of the board of directors from August 2015 until February 2023. Dr. Lichter received a B.A. from the University of Illinois at Urbana-Champaign and a Ph.D. in biochemistry from the University of Illinois at Chicago. He also completed post-doctoral fellowships at Yale University and Du Pont Merck Pharmaceutical Company. The Nominating and Corporate Governance Committee and the Board of Directors believe Dr. Lichter’s experience in the life sciences industry and the venture capital industry, his leadership and management experience, and his educational background provides him with the qualifications and skills to serve as a member of our Board of Directors. Jake Simson, Ph.D., 38, has served as a member of our Board since March 2021. Dr. Simson has served as a Partner at RA Capital Management, L.P. ("RA Capital") since December 2020. Previously, Dr. Simson served as an associate, analyst and principal at RA Capital from July 2013 to December 2020. Dr. Simson also serves as a member of the board of directors of Tyra Biosciences, a public biotechnology company, and each of Bicara Therapeutics, Convergent Therapeutics and Septerna, each a private biotechnology company. Dr. Simson received an S.B. in Materials Science and Engineering from the Massachusetts Institute of Technology and a Ph.D. in Biomedical Engineering from the Johns Hopkins University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Simson’s experience in venture capital in the biopharmaceutical industry and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE.

  3. Directors Continuing in Office Until the 2025 Annual Meeting

    Directors Continuing in Office Until the 2025 Annual Meeting David Campbell, Ph.D., 65, is our founder and has served as President and Chief Executive Officer and as a member of our Board since our inception in June 2017. Prior to founding Janux, Dr. Campbell was an Entrepreneur in Residence at Avalon Ventures from March 2013 to December 2019. Dr. Campbell served as the Chief Scientific Officer for Sitari Pharmaceuticals, Inc. from November 2013 through August 2019 and for Iron Horse Therapeutics, Inc. from November 2015 to June 2019. Dr. Campbell served as the President and Chief Executive Officer of Enlibirum from November 2015 through December 2017. Dr. Campbell received a B.S. in Chemistry from Harvey Mudd College and a Ph.D. in Organic Chemistry from Cornell University, and received post-doctoral training under then University of California, Berkeley professor Dr. Peter Schultz. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Campbell’s extensive experience as a senior executive officer of biotechnology companies and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors. Ron Barrett, Ph.D., 68, has served as a member of our Board since September 2021. Dr. Barrett also serves as a member of the board of directors of Quadriga Biosciences, a private oncology company. Dr. Barrett served as Executive Chairman of Medikine, Inc. ("Medikine"), a biopharmaceutical company, from January 2023 to July 2023 and previously served as its Chief Executive Officer and Chairman of the board of directors from June 2017 until January 2023, and as its Executive Chair from December 2016 to June 2017. Dr. Barrett was a founder of XenoPort, Inc. (“XenoPort”), a biopharmaceutical company, and served as its Chief Executive Officer from 2001 to October 2015, its Chief Scientific Officer from 1999 to 2001 and as a member of its board of directors from 1999 to October 2015. Prior to XenoPort, Dr. Barrett held various positions at Affymax Research Institute, a drug discovery company now owned by GlaxoSmithKline plc, and Abbott Laboratories, a healthcare company. Dr. Barrett received a B.S. from Bucknell University and a Ph.D. in Pharmacology from Rutgers University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Barrett’s extensive experience with pharmaceutical and biotechnology companies and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors. Winston Kung, 48, has served as a member of our Board since September 2022. Mr. Kung has served as the Chief Financial Officer and Treasurer of ArriVent BioPharma, Inc., a biopharmaceutical company, since January 2024. From December 2017 to January 2024, Mr. Kung served as the Chief Operating Officer and Chief Financial Officer of PMV Pharmaceuticals, Inc., a public precision oncology company. From April 2013 to November 2017, Mr. Kung held multiple positions at Celgene Corporation, a global biopharmaceutical company (acquired by Bristol-Myers Squibb), including Vice President of Business Development and Global Alliances, and Chief Business Officer at Celgene Cellular Therapeutics (a wholly-owned subsidiary of Celgene Corporation). Prior to Celgene, Mr. Kung worked at Citigroup from June 2010 to April 2013 in its Global Healthcare Investment Banking group and at Lehman Brothers (which was subsequently acquired by Barclays) from May 2007 to June 2010 in its Global Mergers and Acquisition Group. From August 2004 to May 2007, Mr. Kung worked at Amgen, a public biopharmaceutical company, as a co-founder of the Alliance Management group, and served as the deal lead on multiple acquisitions as part of the Corporate Development group. Mr. Kung also worked at Genentech Inc., a biotechnology company (acquired by Roche Holding AG), from November 1999 to September 2002 as part of the Business and Corporate Development group. Mr. Kung received a B.A. in Biology and International Relations from Brown University and a M.B.A. from Harvard Business School. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Kung’s experience in corporate finance, accounting, operations, investor relations, capital markets and strategic business development provide him with the qualifications and skills to serve as a member of our Board of Directors.

  4. Directors Continuing in Office Until the 2026 Annual Meeting

    Directors Continuing in Office Until the 2026 Annual Meeting Sheila Gujrathi, M.D., 53, has served as a member of our Board since March 2021. Dr. Gujrathi also serves as Chair of the board of directors for ADARx Pharmaceuticals, Inc., a biopharmaceutical company, as the Chairperson of the board of directors of Immpact Bio, a biopharmaceutical company, and as the Executive Chair of the board of directors of Ventyx Biosciences, a public biopharmaceutical company. She previously served on the board of directors of Turning Point Therapeutics, Inc., a public biopharmaceutical company, from November 2017 to March 2021, and as Chair of the board of directors from April 2019 to March 2021. Dr. Gujrathi also previously served on the board of directors of Five Prime Therapeutics, Inc. (acquired by Amgen, Inc. in April 2021) from December 2015 to June 2019 and Ambrx, Inc. from February 2014 until its acquisition in June 2015. Dr. Gujrathi is a Co-Founder of Gossamer Bio, Inc., a public biopharmaceutical company, and served as President and Chief Executive Officer from July 2018 to November 2020 and as President and Chief Operating Officer from October 2015 to June 2018 and as a member of its board of directors from October 2015 to November 2020. Previously, Dr. Gujrathi was the Chief Medical Officer of Receptos, Inc., a biopharmaceutical company, a position she held from June 2011 until its acquisition by Celgene Corporation in August 2015. Dr. Gujrathi joined Receptos, Inc. from Bristol-Myers Squibb Company ("Bristol-Meyers Squibb"), where she was Vice President of the Global Clinical Research Group in Immunology from 2008 until 2011. Prior to joining Bristol-Myers Squibb, Dr. Gujrathi worked at Genentech, Inc., where she held roles of increasing responsibility in the Immunology, Tissue Growth and Repair clinical development group from 2002 until 2008. From 1999 until 2002, Dr. Gujrathi was a management consultant at McKinsey & Company in the healthcare practice, where she provided strategic advice on a variety of projects in the healthcare and pharmaceutical industry. Dr. Gujrathi received her B.S. in Biomedical Engineering and an M.D. from Northwestern University in Medical Education. Dr. Gujrathi completed her internal medicine internship and residency at Brigham and Women’s Hospital, Harvard Medical School and is board certified in internal medicine. Dr. Gujrathi received additional training at the University of California, San Francisco and Stanford University in their Allergy and Immunology Fellowship Program. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Gujrathi’s extensive experience as a senior executive officer at multiple biotechnology companies and educational background provide her with the qualifications and skills to serve as a member of our Board of Directors. Alana McNulty, 61, has served as a member of our Board since September 2021. Ms. McNulty served as Chief Business Officer of Effector Therapeutics, Inc. (“Effector”) from July 2019 to July 2022. Previously, Ms. McNulty served as Chief Financial Officer of Effector from July 2012 until December 2020 (in a consulting capacity until October 2015). Ms. McNulty served as Chief Financial Officer of Lumena Pharmaceuticals Inc. from July 2012 until its acquisition by Shire plc in November 2014, and as Chief Financial Officer of Excaliard Pharmaceuticals, Inc. from March 2011 through its acquisition by Pfizer Inc. in November 2011. Prior to that, Ms. McNulty was acting Chief Financial Officer at BrainCells, Inc. from 2004 until 2011 and Chief Financial Officer of Elitra Pharmaceuticals Inc. from 1998 to 2003. Prior to that, Ms. McNulty was head of Corporate Development and a General Manager of a business unit at Advanced Tissue Sciences. Ms. McNulty has served on the board of directors of Lipidio Pharmaceuticals, a biopharmaceutical company, since February 2023. Ms. McNulty received a B.A. in Biology from the University of California, Santa Barbara and an M.B.A. from the Anderson School of Business at the University of California, Los Angeles. The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. McNulty’s experience in corporate finance, accounting, operations, investor relations, capital markets and strategic business development provide her with the qualifications and skills to serve as a member of our Board of Directors.

  5. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  6. SUMMARY COMPENSATION TABLE FOR FISCAL 2023 AND 2022

    SUMMARY COMPENSATION TABLE FOR FISCAL 2023 AND 2022

  7. SUMMARY COMPENSATION TABLE FOR FISCAL 2023 AND 2022

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | David Campbell, Ph.D. | 2023 | 625,000 | — | 3,155,769 | 412,500 | — | 4,193,269 | | President and Chief Executive Officer | 2022 | 550,000 | — | 5,149,378 | 302,500 | — | 6,001,878 | | Byron Robinson, Ph.D., J.D.(3) | 2023 | 450,000 | 75,000(4) | 1,017,990 | 198,000 | — | 1,740,990 | | Chief Strategic Officer | 2022 | 351,945 | 100,000(5) | 2,760,989 | 154,856 | — | 3,367,790 | | Charles Winter | 2023 | 410,000 | — | 1,017,990 | 180,400 | — | 1,608,390 | | Chief Technical Officer | 2022 | 315,000 | — | 1,133,808 | 103,950 | — | 1,552,758 |

  8. SUMMARY COMPENSATION TABLE FOR FISCAL 2023 AND 2022

    (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the awards computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC 718”). Assumptions used in the calculation of these amounts are included in Note 5 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by our Named Executive Officers upon the vesting, exercise, or the sale of the shares of common stock underlying such awards. (2) The amounts disclosed represent annual performance-based bonuses earned in 2023 and 2022. (3) Dr. Robinson joined the Company in February 2022 and amounts reported for 2022 are prorated to reflect his February 2022 start date. (4) Amount consists of a $75,000 one-time discretionary bonus paid in January 2024. (5) Amount consists of a $100,000 one-time signing bonus paid in March 2022 upon the commencement of Dr. Robinson's employment with us.

  9. Pension Benefits

    Pension Benefits Other than with respect to tax-qualified defined contribution plans such as our 401(k) plan, our Named Executive Officers did not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.

  10. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our Named Executive Officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the fiscal years ended December 31, 2023 and 2022.

  11. Outstanding Equity Awards at Fiscal Year End

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

  12. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards(1) | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price Per Share ($)(2) | Option Expiration Date | | David Campbell, Ph.D. | 1/16/2020 | 64,050(3) | — | 0.11 | 1/15/2030 | | | 9/1/2020 | 448,350(4) | — | 0.59 | 8/31/2030 | | | 3/10/2021 | 704,550(5) | — | 4.21 | 3/9/2031 | | | 5/14/2021 | 727,608(6) | — | 10.59 | 5/13/2031 | | | 1/3/2022 | 169,745 | 184,505 | 20.24 | 1/2/2032 | | | 1/3/2023 | — | 310,000(7) | 14.02 | 1/2/2033 | | Byron Robinson, Ph.D., J.D. | 3/1/2022 | 105,416 | 124,584 | 16.81 | 2/29/2032 | | | 1/3/2023 | — | 100,000(8) | 14.02 | 1/2/2033 | | Charles Winter | 3/10/2021 | 69,174(9) | — | 4.21 | 3/9/2031 | | | 5/14/2021 | 70,455(10) | — | 10.59 | 5/13/2031 | | | 1/3/2022 | 37,375 | 40,625 | 20.24 | 1/2/2032 | | | 1/3/2023 | — | 100,000(11) | 14.02 | 1/2/2033 |

  13. Outstanding Equity Awards at Fiscal Year End

    (1) Option awards with grant dates prior to June 10, 2021 were granted under the 2017 Equity Incentive Plan (the “2017 Plan”). Option awards with grant dates on or after June 10, 2021 were granted under the 2021 Plan. (2) All of the option awards listed in the table with a grant date prior to June 10, 2021 were granted with an exercise price per share that is no less than the fair market value of our common stock on the date of grant of such award, as determined in good faith by our Board. All of the option awards granted on or after June 10, 2021 are granted with an exercise price per share that is the closing price of our common stock on the date of grant. (3) This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 1,335 of these options are unvested as of December 31, 2023, one-fourth (1/4th) of the shares vest one year after January 16, 2020; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of January 16, 2020, subject to optionholder’s continuous service as of each such vesting date. (4) This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 56,044 of these options are unvested as of December 31, 2023, one-fourth (1/4th) of the shares vest one year after September 1, 2020; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of September 1, 2020, subject to optionholder’s continuous service as of each such vesting date. (5) This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 220,172 of these options are unvested as of December 31, 2023, one-fourth (1/4th) of the shares vest one year after March 10, 2021; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of March 10, 2021, subject to optionholder’s continuous service as of each such vesting date. (6) This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 257,695 of these options are unvested as of December 31, 2023, one-fourth (1/4th) of the shares vest one year after May 14, 2021; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of May 14, 2021, subject to optionholder’s continuous service as of each such vesting date. (7) All of the shares underlying this option are unvested as of December 31, 2023, one-fourth (1/4th) of the shares vest one year after January 3, 2023; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of January 3, 2023, subject to optionholder’s continuous service as of each such vesting date. All of the shares underlying this option are unvested as of December 31, 2023, one-fourth (1/4th) of the shares vest one year after January 3, 2023; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of January 3, 2023, subject to optionholder’s continuous service as of each such vesting date. This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 36,028 of these options are unvested as of December 31, 2023, one-fourth (1/4th) of the shares vest one year after March 10, 2021; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of March 10, 2021, subject to optionholder’s continuous service as of each such vesting date. This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 24,953 of these options are unvested as of December 31, 2023, one-fourth (1/4th) of the shares vest one year after May 14, 2021; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of May 14, 2021, subject to optionholder’s continuous service as of each such vesting date. (11) All of the shares underlying this option are unvested as of December 31, 2023, one-fourth (1/4th) of the shares vest one year after January 3, 2023; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of January 3, 2023, subject to optionholder’s continuous service as of each such vesting date. Options held by our Named Executive Officers are eligible for accelerated vesting under specified circumstances. Please see the subsection titled “—Potential Payments Upon Termination or Change of Control” below for a description of such potential acceleration.

  14. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Regardless of the manner in which a Named Executive Officer’s service terminates, each Named Executive Officer is entitled to receive amounts earned during their term of service, including unpaid salary and unused paid time off, as applicable. In addition, each is entitled to certain severance benefits under the Change in Control and Severance Benefit Plan, as described below.

  15. DIRECTOR COMPENSATION

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

  16. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

  17. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    | Name | Fees Earned or Paid in Cash ($) | Options Awards ($)(1)(2) | Total ($) | | Jay Lichter, Ph.D. | 70,000 | 118,009 | 188,009 | | Ron Barrett, Ph.D. | 44,679 | 118,009 | 162,688 | | Vickie Capps | 55,000 | 118,009 | 173,009 | | Sheila Gujrathi, M.D. | 40,000 | 118,009 | 158,009 | | Winston Kung | 46,763 | 118,009 | 164,772 | | Alana McNulty | 48,562 | 118,009 | 166,571 | | Jake Simson, Ph.D. | 54,062 | 118,009 | 172,071 | | Peter Thompson, M.D.(3) | 26,223 | — | 26,223 |

  18. DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

    (1) Amounts listed represent the aggregate grant date fair value amount computed as of the grant date of each option awarded in 2023 in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 5 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. (2) The aggregate number of shares subject to outstanding stock options and stock awards held as of December 31, 2023 by the non-employee directors who are listed in the table above, which includes grants made to the non-employee directors in 2023 and prior calendar years, are as follows: 55,000 shares subject to outstanding stock options for Dr. Lichter; 55,000 shares subject to outstanding stock options for Dr. Barrett; 57,025 shares subject to outstanding stock options for Ms. Capps; 82,645 shares subject to outstanding stock options for Dr. Gujrathi; 51,875 shares subject to outstanding stock options for Mr. Kung; 55,000 shares subject to outstanding stock options for Ms. McNulty; 55,000 shares subject to outstanding stock options for Dr. Simson; and no shares subject to outstanding stock options for Dr. Thompson. (3) Dr. Thompson resigned from our Board of Directors effective June 14, 2023. In June 2023, we granted options to purchase shares of our common stock to all of our then serving non-employee directors, at an exercise price of $13.22 per share, consisting of 12,500 shares to each such director. These options will vest in 36 equal monthly installments, subject to each such director’s continued service through each vesting date. These options were granted as the annual option grant provided for in our Non-Employee Director Compensation Policy, as described below. Non-Employee Director Compensation Policy Our Board of Directors adopted a non-employee director compensation policy in June 2021 that became effective June 10, 2021 and is applicable to all of our non-employee directors. Following review of a comprehensive assessment of our non-employee director compensation program prepared by FW Cook, the compensation policy was amended and restated in December 2023, with changes effective January 1, 2024. This compensation policy provides that each such non-employee director will receive the following compensation for service on our Board of Directors for 2023: • an annual cash retainer of $40,000; an additional annual cash retainer of $30,000 ($35,000 in 2024) for service as Chair of the Board of Directors; an additional annual cash retainer of $7,500, $5,000 ($6,000 beginning in 2024) and $4,000 ($4,250 beginning in 2024) for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (not applicable to committee chairs); an additional annual cash retainer of $15,000, $10,000 ($12,000 beginning in 2024) and $8,000 ($8,500 beginning in 2024) for service as chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; • an initial option grant to purchase 30,000 (35,000 beginning in 2024) shares of our common stock on the date of each such non-employee director’s appointment to our Board of Directors, with the shares vesting in 36 equal monthly installments, subject to continued service as a director through the vesting date; and • an annual option grant to purchase 12,500 (17,500 beginning in 2024) shares of our common stock on the date of each of our annual stockholder meetings, with the shares vesting on the earlier of the first anniversary of the date of grant or the next annual stockholders meeting, subject to continued service as a director though the applicable vesting date. In addition to the initial option grant described above, in the event a director is appointed prior to an annual stockholder meeting, such director will receive a prorated annual option grant. Each of the options granted under our non-employee director compensation policy will be granted under our 2021 Plan. Each option awarded to directors under the non-employee director compensation policy will be subject to accelerated vesting upon a “change in control” (as defined in the 2021 Plan). The term of each option will be ten years, subject to earlier termination as provided in the 2021 Plan. We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board of Directors and committee meetings. Director’s fees are prorated to the date the director is appointed or elected.