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

DEF 14A of Intellia Therapeutics, Inc.

Filed Apr 29, 2024 · FY20230000950170-24-049875

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF TWO CLASS iI DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF TWO CLASS iI DIRECTORS Our board of directors currently consists of seven members. In accordance with the terms of our Certificate of Incorporation and By-Laws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: • the class I directors are Muna Bhanji, R.Ph. and Jesse Goodman, M.D., M.P.H. and their term will expire at the annual meeting of stockholders to be held in 2026; • the class II directors are Fred Cohen, M.D., D.Phil. and Frank Verwiel, M.D., and their term will expire at the Annual Meeting; and • the class III directors are William Chase, Georgia Keresty, Ph.D., M.P.H., and John M. Leonard, M.D., and their term will expire at the annual meeting of stockholders to be held in 2025. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be nominated by our board of directors and elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our Certificate of Incorporation and By-Laws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our Certificate of Incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Fred Cohen, M.D., D.Phil. and Frank Verwiel, M.D. for election as the class II directors at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. The board of directors seeks candidates that have broad experience and skills in areas important to the operation of our Company. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, diversity, knowledge and abilities that will allow our board of directors to promote our strategic objectives and fulfill its responsibilities to our stockholders. In this context, we also consider a variety of attributes in selecting nominees to our board of directors, such as: • an understanding of, and experience in, the biotechnology and pharmaceutical industries, research and academic organizations and governmental regulatory agencies, and the scientific and legal landscapes in which such entities operate; • an understanding of, and experience in, accounting oversight and governance, finance, and complex business transactions; • leadership experience and significant accomplishments at public companies, government, non-profit entities, academic institutions or other comparable organizations; • demonstrated business acumen, experience, and ability to exercise sound judgment in matters that relate to the current and long-term objectives of the Company and willingness and ability to contribute positively to the decision-making process of the Company; • long-term reputation for the highest personal and professional integrity, honesty and adherence to high ethical standards; • demonstrated contribution as a member of other boards of directors, and sufficient time and availability to devote to the Company’s affairs; and the diverse composition of our board of directors, with diversity reflecting gender, age, race, ethnicity, background, professional experience and perspectives. These factors and others are considered useful by our board of directors and are reviewed in the context of an assessment of the perceived needs of our board of directors at a particular point in time.

  2. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors Biographical information, including principal occupation and business experience during at least the last five years, for our nominees for election as the class II directors at our Annual Meeting is set forth below as of April 15, 2024.

  3. Nominees for Election as Class II Directors

    | | Age | Director Since | | Fred Cohen, M.D., D.Phil. has served as a member of our board of directors since January 2019. Dr. Cohen founded Monograph Capital Partners, a life sciences venture capital fund, in 2021, and serves as its chairman and chief investment officer. Dr. Cohen also co-founded Vida Ventures, a biotechnology venture capital fund, in 2017 and has served as one of its senior managing directors since then. From 2001 to 2016, he was a partner of TPG, a private equity company, and served as the co‑head of its biotechnology group, TPG Biotech, a venture capital fund that he founded in 2001. Dr. Cohen currently serves as a senior advisor to TPG. From 1988 through December 2014, Dr. Cohen was a professor of cellular and molecular pharmacology at the University of California, San Francisco (“UCSF”), where he also held various clinical responsibilities, including as a research scientist, an internist for hospitalized patients, a consulting endocrinologist, and chief of the division of endocrinology and metabolism. He is a member of the board of trustees of the UCSF Foundation. Dr. Cohen currently serves on the boards of directors of Progyny, Inc., CareDx, Inc., and UroGen Pharma Ltd. Within the last five years, Dr. Cohen has also served on the boards of directors of the following public biotechnology and pharmaceutical companies: Genomics Health, Inc. (until November 2019), Tandem Diabetes Care, Inc. (until June 2019) and Veracyte, Inc. (until June 2021). Dr. Cohen was a co-founder and executive chairperson of privately held Cell Design Labs, which was acquired by Gilead Sciences, Inc. in December 2017. He holds a B.S. in molecular biophysics and biochemistry from Yale University, a D.Phil. in molecular biophysics from Oxford University, and an M.D. from Stanford University. Dr. Cohen completed his postdoctoral training and postgraduate medical training in internal medicine and endocrinology at UCSF. He is a fellow of the American College of Physicians and the American College of Medical Informatics, and a member of the American Society for Clinical Investigation and Association of American Physicians. Dr. Cohen was elected to the National Academy of Medicine in 2004 and the American Academy of Arts and Sciences in 2008. Dr. Cohen currently serves on the board of directors of various private biotechnology and healthcare companies. We believe that Dr. Cohen’s vast experience in the biotechnology industry, including providing strategic advice and oversight to preclinical, clinical and commercial biopharmaceutical companies, and in medicine, as a researcher, professor and clinician, provides him with the qualifications and skills to serve as a director of our Company. | 67 | January 2019 | | | Age | Director Since | | Frank Verwiel, M.D. has served as the chairperson of our board of directors since February 2020 after joining as a member in July 2017. From July 2005 to February 2008, Dr. Verwiel served as president, chief executive officer and a member of the board of directors of Axcan Pharma, Inc. (“Axcan”), a public specialty pharmaceutical company. Dr. Verwiel continued with these responsibilities after taking Axcan private in February 2008 and through February 2014 when the company, which had changed its name to Aptalis Pharma, Inc. (“Aptalis”), was acquired by Forest Laboratories, Inc. Prior to joining Aptalis, Dr. Verwiel held international senior management positions with Merck & Co., Inc. (“Merck”), including as vice president, hypertension, worldwide human health marketing from June 2001 to May 2005. He concurrently served as a leader of Merck’s worldwide hypertension business strategy team. Dr. Verwiel was also managing director of Merck’s Dutch subsidiary from June 1996 to May 2001. Prior to his tenure at Merck, he had international leadership positions at Servier Laboratories, a pharmaceutical company, from 1988 until 1995. Dr. Verwiel currently serves on the boards of directors of Bavarian Nordic A/S, a biopharmaceutical vaccine company, which he joined in April 2016, and Capsida Biotherapeutics Inc., a privately held biopharmaceutical company, since August 2019. He has also served as chairman of the board of Avidicure, a privately held biopharmaceutical company, since July 2022. Within the last five years, Dr. Verwiel has also served on the boards of directors of the following public biotechnology and pharmaceutical companies: ObsEva SA, a biopharmaceutical company, until May 2022 and Achillion Pharmaceuticals, Inc. (until January 2020, when it was acquired by Alexion Inc.). Dr. Verwiel was also a member of the board of directors of the Biotechnology Innovation Organization from February 2013 to April 2014. Dr. Verwiel holds an M.D. from Erasmus University, Rotterdam in the Netherlands and an M.B.A. from INSEAD, Fontainebleau in France. We believe that Dr. Verwiel’s experience as an executive | 61 | July 2017 |

  4. Nominees for Election as Class II Directors

    | leader and board member in the biopharmaceutical industry, from preclinical companies to large multinational entities, as well as his business, scientific and medical knowledge, provide him with the qualifications and skills to serve as a director of our Company. |

  5. Nominees for Election as Class II Directors

    The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if a nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. The board of directors recommends voting “FOR” the election of Fred Cohen, M.D., D.Phil. and Frank Verwiel, M.D. as the class II directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2027.

  6. Directors Continuing in Office

    Directors Continuing in Office Biographical information, including principal occupation and business experience during at least the last five years, for our directors continuing in office is set forth below.

  7. Class I Directors (Term Expires at 2026 Annual Meeting)

    Class I Directors (Term Expires at 2026 Annual Meeting)

  8. Class I Directors (Term Expires at 2026 Annual Meeting)

    | | Age | Director Since | | Muna Bhanji, R.Ph. has served as a member of our board of directors since April 2022. Ms. Bhanji is the founder and principal of TIBA Global Access, LLC, a commercialization and market access strategy consultancy serving the biopharmaceutical industry since January 2021. Ms. Bhanji previously served in roles of increasing responsibility at Merck, including a number of senior strategic leadership and operating roles within the U.S. and global commercial organizations driving growth across a broad portfolio of medicines and vaccines of over $40+ billion annually. Most recently, Ms. Bhanji served as the senior vice president, global market access & policy with responsibility for enabling payer reimbursement and access for patients, for Merck’s products around the world from 2010 through December 2020 and as senior vice president, hospital & specialty franchises from 2014 until 2017. In addition, Ms. Bhanji served as senior vice president for global oncology and global hospital and specialty commercial franchises for Merck. She currently serves on the board of directors of Cytokinetics, Inc., Veracyte, Inc. and Ardelyx, Inc. She also serves on the board of Corus International, an ensemble of faith-based organizations working at the intersection of poverty alleviation and healthcare, in the most underserved parts of the world. Ms. Bhanji earned her B.Sc. in Pharmacy from Rutgers School of Pharmacy and an M.B.A. from St. Joseph’s University. We believe that Ms. Bhanji is qualified to serve on our board of directors due to her extensive U.S. and global commercial and operational experience within the pharmaceutical industry. | 61 | April 2022 | | | Age | Director Since | | Jesse Goodman, M.D., M.P.H. has served as a member of our board of directors since October 2018. Since March 2014, Dr. Goodman has been the director of the Center on Medical Product Access, Safety and Stewardship, and professor of medicine and attending physician in infectious diseases at Georgetown University. Dr. Goodman also is an infectious disease physician at the Washington DC Veterans Affairs and Walter Reed Medical Centers. Dr. Goodman serves on the board of directors of GlaxoSmithKline plc, a multinational pharmaceutical company, which he joined in 2016, and chaired that board’s science committee until early 2023, and he serves on the board of directors of BiomX, Inc., following its acquisition of Adaptive Phage Therapeutics, Inc., where he was a director. Dr. Goodman also has served as a president (2015 to 2020) and member (2015 to present) of the board of trustees of the United States Pharmacopeia. He is also a member of the board of scientific counselors for infectious diseases of the Centers for Disease Control and Prevention (“CDC”). From 2009 until February 2014, Dr. Goodman served as the chief scientist of the U.S. Food and Drug Administration (“FDA”). Dr. Goodman also served as deputy commissioner for science and public health at the FDA from 2009 through 2012. Prior to that, Dr. Goodman was the director of the FDA’s Center for Biologics Evaluation and Research from 2003 to 2009 and a senior advisor to the FDA commissioner from 1998 through 2000. Prior to his government service, Dr. Goodman was professor of medicine and chief of infectious diseases at the University of Minnesota. Dr. Goodman has served on numerous advisory boards and committees for national and international health care organizations, including the CDC, the National Institute of Health, the World Health Organization and the Coalition on Epidemic Preparedness Innovations. Dr. Goodman received a B.S. in biology from Harvard College, a master’s in public health from the University of Minnesota and an M.D. from the Albert Einstein College of Medicine, and did his residency and fellowship training in medicine, infectious diseases and oncology at the Hospital of the University of Pennsylvania and at the | 72 | October 2018 |

  9. Class I Directors (Term Expires at 2026 Annual Meeting)

    | University of California in Los Angeles, where he was also chief medical resident. He has been elected to the Institute of Medicine of the National Academy of Sciences. We believe that Dr. Goodman’s expertise in medicine, biopharmaceutical regulatory requirements and public health, including as a professor, practicing clinician and senior government leader, provides him with the qualifications and skills to serve as a director of our Company. |

  10. Class III Directors (Term Expires at 2025 Annual Meeting)

    Class III Directors (Term Expires at 2025 Annual Meeting)

  11. Class III Directors (Term Expires at 2025 Annual Meeting)

    | | Age | Director Since | | William Chase has served as a member of our board of directors since April 2023. Mr. Chase served as Executive Vice President, Finance and Administration, for AbbVie Inc. (“AbbVie”) from October 2018 to July 2019 and prior to that served as Executive Vice President and Chief Financial Officer from 2012 to 2018. In these roles he oversaw all financial, investor, and informational technology activities and played a critical strategic role in AbbVie’s licensing and acquisition activities. Prior to his tenure at AbbVie, he served in a number of financial and strategic positions at Abbott Laboratories (“Abbott”), including Corporate Vice President, Licensing & Acquisitions, Corporate Vice President, Treasurer, and Divisional Vice President and Controller, Abbott International. He currently serves on the board of Parexel International Corporation. Mr. Chase holds a bachelor’s degree in finance from the University of Illinois and an M.B.A. from the University of Chicago. We believe Mr. Chase’s executive leadership experience as well as his operational, financial and accounting expertise and knowledge of the pharmaceutical industry, provide him with the qualifications and skills to serve as a director of our Company. | 56 | April 2023 | | | Age | Director Since | | Georgia Keresty, Ph.D., M.P.H. has served as a member of our board of directors since April 2021. Since February 2023, she has been the chief operating officer at a biotech startup that will operate as a CMC translational engine to deliver next-generation cell and gene therapy products. Dr. Keresty served as the chief operating officer for Takeda Research and Development (“Takeda R&D”), a division of Takeda Pharmaceuticals USA, Inc. (“Takeda”) from December 2017 to December 2020. During Dr. Keresty’s time at Takeda, she also served as Takeda R&D’s global head of medical sciences and development operations. Prior to her time at Takeda, Dr. Keresty worked at Johnson & Johnson from July 2003 to September 2017, serving in multiple roles including as vice president and global head, pharmaceutical development and manufacturing science. Dr. Keresty has also worked at Bristol-Myers Squibb Company and Novartis Pharmaceuticals Corporation. Dr. Keresty earned a B.S. in chemical engineering from Clarkson University and a B.S. in computer science from Ramapo College of New Jersey. Dr. Keresty also earned an M.S. in information systems from Pace University, an M.B.A. and Ph.D. in operations management from Rutgers Business School and an M.P.H. in Global Health Leadership from the University of Southern California. Dr. Keresty achieved her NACD Directorship Certification in September 2020, and serves on the board of directors of Solid Biosciences, Inc. She previously served on the board of directors of Aspen Technology, Inc., Commissioning Agents, Inc., and Janssen Alzheimer Immunotherapy as well as the boards of trustees for Clarkson University and the NJ Advocates for Aging Well. We believe that Dr. Keresty’s leadership experience and vast experience with manufacturing and research and development in the pharmaceutical industry provide her with the qualifications and skills to serve as a director of our Company. | 62 | April 2021 | | | Age | Director Since | | John M. Leonard, M.D. has served as our president and chief executive officer (“CEO”) since January 2018, and as a member of our board of directors since July 2014. Dr. Leonard has over 30 years of combined experience in medicine and pharmaceutical research and development. He previously served as our executive vice president, research and development from January 2017 to January 2018, and prior to that served as our chief medical officer from July 2014 to January 2017. Prior to joining Intellia, Dr. Leonard was chief scientific officer and senior vice president of research & development at AbbVie, a global biopharmaceutical company, from its spin-out from Abbott in January 2013 until retiring at the end of 2013. Prior to the formation of AbbVie, from 2008 to 2012, he was global head of pharmaceutical research & development at Abbott, a multinational pharmaceutical and health care products company, and before that served in various research and development roles at Abbott beginning in 1992. Since October 2016, Dr. Leonard has served on the board of directors of IQVIA Holdings Inc., a multinational health information technology and clinical research company. Between February 2015 and October 2016, he served on the board of directors of Quintiles, an international contract research organization and pharmaceutical service consulting company, which merged with IMS to form IQVIA. Dr. Leonard also | 66 | July 2014 |

  12. Class III Directors (Term Expires at 2025 Annual Meeting)

    | currently serves on the board of directors of a privately held biopharmaceutical company. He received a B.A. in biochemistry from the University of Wisconsin at Madison and an M.D. from Johns Hopkins University. Dr. Leonard completed his residency in internal medicine at Stanford University School of Medicine, and then completed a postdoctoral fellowship in molecular virology at the National Institute of Allergy and Infectious Diseases at the National Institutes of Health. We believe that Dr. Leonard’s extensive experience as an executive leader in drug development and the biopharmaceutical industry provides him with the qualifications and skills to serve as a director of our Company. |

  13. Class III Directors (Term Expires at 2025 Annual Meeting)

    There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was performed, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of the Company. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to the Company or its subsidiary or in which any such person has a material interest adverse to the Company or its subsidiary.

  14. Components and Objectives of the Compensation Program

    | Compensation Element | Objective | Features | | Base salary | To attract and retain highly skilled executives. | Fixed component of pay to provide financial stability, based on responsibilities, experience and individual contributions. | | Annual cash incentive program | To promote and reward the achievement of key short-term strategic and business goals of the Company as well as individual performance; and motivate and attract executives. | Variable component of pay based on annual corporate and individual quantitative and qualitative goals. | | Equity incentive compensation | To encourage executives and other employees to focus on long-term Company performance; promote long-term retention; and reward outstanding Company and individual performance. | Typically, subject to multi-year vesting based on continued service and Company performance in the case of our performance-based awards. Any intrinsic value derived from awards in the form of stock options and time-based restricted stock units directly depends on the performance of our common stock price, in order to align employee interests with those of our stockholders over the longer-term. All performance-based restricted stock units have vesting criteria linked directly to the Company’s total stockholder return (“TSR”) over a three-year period compared to the companies comprising the Nasdaq Biotechnology Index as of the grant date. |

  15. Role of the Compensation and Talent Development Committee in Setting Executive Compensation

    Role of the Compensation and Talent Development Committee in Setting Executive Compensation Our board of directors and its compensation committee annually review the compensation for each of our executive officers in relation to our peers (see “Defining and Comparing Compensation to Market Benchmarks” section below). In setting executive cash compensation (base salaries and incentive cash bonuses) and granting equity incentive awards, the compensation committee and the board of directors consider compensation for comparable positions in the market; the qualifications, experience and historical compensation levels of our executives; each officer’s individual performance as compared to our expectations and objectives; our desire to motivate the executive to achieve short- and long-term results that are in the best interests of our stockholders; and the desire and need to ensure the executive’s long-term commitment to our Company. The compensation committee and the board of directors generally target compensation for each executive officer to be competitive with the compensation provided by our peers for the same or a similar position. They use independent third party benchmark analytics as a reference point to inform compensation decisions for each executive, including the mix of base salary, bonus and long-term incentives. Our board of directors or our compensation committee has historically determined the compensation of each of our executive officers. Our compensation committee typically reviews and discusses management’s proposed compensation with the chief executive officer for all executive officers other than the chief executive officer. Based on those discussions and its discretion, taking into account the factors noted above as well as considerations specific to each executive officer (including, but not limited to, each executive officer’s experience, education, and responsibilities), the compensation committee then approves, or recommends to the board of directors for approval, the compensation for each executive officer. Compensation determinations for our executive officers are made without members of management present. The compensation committee retained the services of Pay Governance, LLC (“Pay Governance”), as its external compensation consultant in 2023. The board of directors and the compensation committee considered Pay Governance’s data, analysis and recommendations on certain compensation matters as they deemed appropriate before ultimately setting compensation for the Company’s executive officers.

  16. Role of the Compensation Consultant

    Role of the Compensation Consultant The role of the compensation consultant was to advise on executive compensation matters including: overall compensation program design (including our performance-based equity award program), peer group development and updates, and director and executive compensation benchmarking. We developed our compensation programs after reviewing publicly available compensation data and subscription survey data for our peer group provided by Pay Governance. Pay Governance reported directly to our compensation committee. Our compensation committee assessed the independence of Pay Governance consistent with Nasdaq listing standards and has concluded that the engagement of Pay Governance did not raise any conflicts of interest.

  17. Defining and Comparing Compensation to Market Benchmarks

    Defining and Comparing Compensation to Market Benchmarks In evaluating the total compensation of our named executive officers for 2023, our compensation committee, using information provided by Pay Governance, established a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of the following criteria: • companies whose location, strategic focus, number of employees, development stage and market capitalization are similar, though not necessarily identical, to ours; • companies with similar executive positions to ours; • companies against which we believe we compete for executive and employee talent; and • public companies generally based in the U.S., whose compensation and financial data are available in proxy statements or through widely available compensation surveys. Based on these criteria, upon review of the analysis prepared by Pay Governance, our peer group for 2023, as approved by our compensation committee, was comprised of the following 19 companies:

  18. Defining and Comparing Compensation to Market Benchmarks

    | Allogene Therapeutics, Inc. | Denali Therapeutics Inc. | Sana Biotechnology, Inc. | | Alnylam Pharmaceuticals, Inc. | Editas Medicine, Inc. | Sangamo Therapeutics, Inc. | | Arrowhead Pharmaceuticals, Inc. | Fate Therapeutics, Inc. | Verve Therapeutics, Inc. | | Beam Therapeutics Inc. | Ionis Pharmaceuticals, Inc. | Vir Biotechnology, Inc. | | BridgeBio Pharma, Inc. | Legend Biotech Corporation | Xencor, Inc. | | Cerevel Therapeutics Holdings, Inc. | Lyell Immunopharma, Inc. | | | CRISPR Therapeutics AG | Mirati Therapeutics, Inc. | |

  19. Defining and Comparing Compensation to Market Benchmarks

    We believe that the compensation practices of our 2023 peer group provided us with appropriate compensation data for evaluating the competitiveness of the compensation of our named executive officers during 2023. Notwithstanding any potential similarities with the 2023 peer group, due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater equity compensation potential. Our compensation committee and board of directors generally target guidelines for cash compensation for our executive officers at approximately the midpoint of our peer group and long-term incentive compensation at approximately the 65th percentile of our peer group given the very competitive gene editing segment where we compete for talent. Although the compensation committee and the board of directors target compensation per the above, they also consider other criteria, including market factors, the experience level of the executive and the executive’s performance against established Company goals, in determining variations to this general target range.

  20. 2023 Annual Cash Incentive Program

    2023 Annual Cash Incentive Program Our compensation committee aims to determine an appropriate mix of cash payments and equity incentive awards to incentivize each executive to meet short- and long-term goals and objectives. In December 2022, our compensation committee approved specific goals and weightings related to each of the four corporate goal categories described below and, in February 2023, our compensation committee approved the annual performance-based cash incentive program for 2023, including the opportunity for eligible participants to earn incentive awards above established bonus targets based on the Company’s performance against 2023 corporate goals and individual performance towards corporate goals. The table below shows the target award under the annual performance-based cash incentive program as a percentage of each named executive officer’s annual base salary in 2023, the target cash award opportunity in dollars for 2023 and the actual cash bonus payments to our named executive officers for 2023 performance, which were paid in February 2024, as well as the actual bonus payment as a percentage of the target award opportunity. The details regarding the determination of these cash bonus awards are discussed below.

  21. 2023 Annual Cash Incentive Program

    | Name | 2023 Target Cash Incentive Award (% of 2023 Base Salary) | 2023 Target Cash Incentive Award Opportunity ($) | 2023 Actual Cash Incentive Award Payment ($) | 2023 Actual Cash Incentive Award Payment (% of 2023 Target Cash Incentive Award Opportunity) | | John M. Leonard, M.D. | 65% | 429,000 | 429,000 | 100% | | Glenn G. Goddard | 40% | 187,200 | 159,120 | 85% | | James Basta, J.D. | 40% | 184,000 | 184,000 | 100% | | David Lebwohl, M.D. | 40% | 198,000 | 201,960 | 102% | | Laura Sepp-Lorenzino, Ph.D. | 40% | 196,800 | 196,800 | 100% |

  22. 2023 Annual Cash Incentive Program

    Under the 2023 annual performance-based cash incentive program, awards were determined by the following formula:

  23. 2023 Annual Cash Incentive Program

    | Base SalaryX | Target Bonus PercentageX | Start Date Proration (if any)X | Individual AchievementX | Corporate Achievement | = | Annual Performance-Based Cash Bonus Earned |

  24. 2023 Annual Cash Incentive Program

    Dr. Leonard’s 2023 bonus was entirely based on his leadership and execution of the Company with regard to the achievement of its corporate goals for the year. Mr. Goddard, Mr. Basta and Drs. Lebwohl and Sepp-Lorenzino’s individual performance toward corporate goals relevant to their functions in 2023 was considered in determining their overall performance and final award. The compensation committee determines each named executive officer’s individual performance by considering the performance relative to the executive officer’s functional attainments and impact on corporate goals, as well as other factors related to each executive’s conformance with the Company’s core values and policies and the expected competencies and skills for the executive’s job. In making its determination regarding awards under the 2023 annual performance-based cash incentive program, our compensation committee considered our success against our 2023 corporate goals. The 2023 corporate goals approved by our board of directors and compensation committee and the relative weightings assigned to each goal, as approved by our compensation committee, were as follows:

  25. 2023 Annual Cash Incentive Program

    | 2023 Corporate Goal Categories | Relative Weighting | | Develop Curative CRISPR-Based Medicines | 65% | | Advance our Science | 15% | | Build for Long-Term Sustainability | 13% | | Be the Best Place to Make Therapies | 7% |

  26. 2023 Annual Cash Incentive Program

    The compensation committee determined that overall, for 2023, the Company achieved 100% of the established corporate goals. Specific achievements that the compensation committee and the board of directors reviewed to support the actual cash bonus payments set forth above included the following: Develop Curative CRISPR-Based Medicines: • We initiated the pivotal Phase 3 MAGNITUDE trial of NTLA-2001 for the treatment of transthyretin amyloidosis with cardiomyopathy (“ATTR-CM”). • We completed enrollment of the NTLA-2002 Phase 2 study in patients with HAE. • We achieved FDA clearance of our NTLA-2001 investigational new drug (“IND”) application to initiate the first-ever pivotal Phase 3 trial of an in vivo CRISPR-based therapy. • We presented new, positive interim data from the ongoing Phase 1 studies of NTLA-2001 and NTLA-2002. • We submitted a clinical trial application to initiate the first-in-human study of NTLA-3001, an in vivo CRISPR-based insertion candidate, for the treatment of alpha-1 antitrypsin deficiency-associated lung disease. Advance our Science: • We progressed novel gene editing and delivery modalities, including the achievement of a key enabling research milestone for our proprietary DNA writing technology, to extend the reach of CRISPR-based technologies. • We advanced our proprietary allogeneic platform to support multiple preclinical programs, both wholly owned and in collaboration with partners. Build for Long-Term Sustainability: • We announced an expanded research collaboration with Regeneron Pharmaceuticals, Inc. (“Regeneron”) to develop CRISPR-based therapies for the treatment of neurological and muscular diseases and the extension of our technology collaboration with Regeneron for an additional two years. • We ended 2023 in a strong financial position with approximately $1.0 billion in cash, cash equivalents and marketable securities. We continued to secure supply chain and relevant materials and systems to support our current and projected clinical trials for our in vivo and ex vivo therapies. We continue to protect our innovation and nominated product candidates by executing on our IP strategy. Be the Best Place to Make Therapies: • We attracted and retained an engaged and skilled workforce by executing on employee survey action plans and our talent development strategy in accordance with approved timelines. • We have sponsored career fairs and conferences at organizations focused on underrepresented minorities to ensure we continue to attract the best talent and increase representation. • In 2023, we continued our focus on diversity, equity and inclusion efforts with the continued investment in our Employee Resource Groups (“ERGs”). ERGs are voluntary, employee-led groups focused on fostering a diverse, inclusive workplace aligned with our corporate value of “ONE”, which encourages belonging and teamwork at Intellia. They are led and participated in by employees who share a characteristic, whether it’s gender, ethnicity, religious affiliation, lifestyle or interest. The groups exist to provide support and help for personal or career development and to create a safe space where employees can bring their whole selves to the table. Coworkers are also invited to join the ERGs to support their colleagues. Based on the considerations described above and individual performance toward corporate goals relevant to their functions, the compensation committee determined actual bonus amounts for the named executive officers, which amounts are set forth in the Bonus column of the Summary Compensation Table below.

  27. Long-Term Incentives

    Long-Term Incentives Our long-term incentive program is designed to: • reward demonstrated leadership and performance; • align our named executive officers’ interests with those of our stockholders; • retain our named executive officers; • maintain competitive levels of executive compensation; and • motivate our named executive officers for outstanding future performance. The market for qualified and talented executives in the biopharmaceutical and gene-editing industry is highly competitive and we compete for talent with many companies that have greater resources than we do. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package we offer. We typically grant equity to each of our executive officers upon commencement of employment, annually in conjunction with our review of individual and corporate performance, or, at other times throughout the year, in connection with a promotion, significant change of responsibilities or as a special incentive. All equity awards to our executive officers are reviewed and approved by our compensation committee or, in the case of awards to our president and chief executive officer, by the board of directors. Equity awards may vary among our executive officers based on their functional responsibilities and annual performance assessments. In addition, our compensation committee reviews all components of an executive’s compensation to ensure that his or her total compensation is consistent with our overall philosophy and objectives. In 2023 the compensation committee continued to incorporate awards in the form of stock options, time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“performance-based RSUs”) to our named executive officers and other senior executives of the Company. Equity compensation was delivered to named executive officers in the form of 40% stock options, 40% RSUs and 20% performance-based RSUs. Note that the mix of equity when calculated using the Summary Compensation and Grants of Plan-Based Awards tables differs from the mix described above due to the requirement to calculate the grant date fair value in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”) in those tables. The compensation committee structured the mix of equity vehicles and the relative weight assigned to each type of award to motivate stock price appreciation over the long-term through stock options, which deliver value only if the stock price increases, and to reduce the dilutive effect of equity awards while ensuring some amount of value delivery through RSUs. Additionally, the compensation committee granted performance-based RSUs, which vest only if certain relative TSR metrics are achieved. The compensation committee felt it was appropriate to incorporate performance-based RSUs again in 2023 to further align the interests of our named executive officers with those of our stockholders over the long-term. However, the performance-based RSUs were assigned a lower weight than stock options and RSUs as they are not prevalent in the pre-commercial biotechnology market. In February 2023, the board of directors or compensation committee approved a grant, effective March 1, 2023, of time-based stock options, time-based RSUs, and performance-based RSUs to each of our named executive officers in recognition of achievements and performance during 2022 and for expected continued contributions. All of the March 1, 2023 awards have a vesting commencement date of January 1, 2023 with the exception of a supplemental grant to Mr. Basta, as described below. All stock options granted by the Company, including those made to our executives, have exercise prices equal to the fair market value of our common stock on the date of grant, so that the recipient will not recognize any value from his or her stock options unless our share price increases above the exercise price. Accordingly, this portion of our executive officers’ compensation is at risk and is directly aligned with stockholder value creation. Vesting generally ceases upon termination of service to the Company. Generally, the stock options we grant to our employees have a ten-year term and stock option exercise rights typically cease three months following termination of service, except in the case of death or disability, or if otherwise modified pursuant to an agreement approved by the compensation committee or the board of directors as described in the “Benefits and Other Compensation” section below. Annual stock option awards granted to our executive officers in 2023, including our named executive officers, as detailed below, vest over three years, with 33% of the shares vesting on the first anniversary of the vesting commencement date, and then, as to the remainder, monthly thereafter in substantially equal installments until the third anniversary of the vesting commencement date. All RSUs granted in 2023 to our named executive officers vest over three years in substantially equal annual installments. Vesting generally ceases upon termination of service with the Company. All performance-based RSUs granted in 2023 to our named executive officers have a performance period of three years and actual vesting will depend on the Company’s TSR compared to the TSRs of the companies that comprise the Nasdaq Biotechnology Index according to a sliding scale below.

  28. Long-Term Incentives

    | Comparison of Company Common Stock against Nasdaq Biotechnology Index | Award Vesting | | 90th percentile + | 200% | | 75th percentile | 150% | | 50th percentile | 100% | | 30th percentile | 50% | | < 30th percentile | None |

  29. Long-Term Incentives

    Prior to the exercise of an option or vesting of an RSU or performance-based RSU, the option, RSU or performance-based RSU holder does not have any rights as a stockholder with respect to the shares subject to such option, RSU or performance-based RSU, including voting rights or the right to receive dividends or dividend equivalents.

  30. Annual Awards to Named Executive Officers

    Annual Awards to Named Executive Officers The following table sets forth the number of shares and grant date fair value of time-based stock options and time- and performance-based RSUs granted as annual awards to our named executive officers in 2023:

  31. Annual Awards to Named Executive Officers

    | Name | Grant Date | Option Award (# Shares) | Option Award Grant Date Fair Value ($) | Restricted Stock Unit Award (# Shares) | Restricted Stock Unit Grant Date Fair Value ($) | Performance-Based Restricted Stock Unit Award (# Shares) | Performance-Based Restricted Stock Unit Grant Date Fair Value ($) | | John M. Leonard, M.D. | 3/1/2023 | 128,631 | 3,707,043 | 91,036 | 3,709,717 | 45,518 | 3,120,259 | | Glenn G. Goddard | 3/1/2023 | 38,834 | 1,119,165 | 27,484 | 1,119,973 | 13,742 | 942,014 | | James Basta, J.D. | 3/1/2023 | 34,674 | 999,277 | 24,539 | 999,964 | 12,269 | 841,040 | | David Lebwohl, M.D. | 3/1/2023 | 43,342 | 1,249,082 | 30,674 | 1,249,966 | 15,337 | 1,051,351 | | Laura Sepp-Lorenzino, Ph.D. | 3/1/2023 | 42,302 | 1,219,110 | 29,938 | 1,219,974 | 14,969 | 1,026,125 |

  32. Supplemental Equity Award to James Basta, Executive Vice President, General Counsel and Corporate Secretary

    Supplemental Equity Award to James Basta, Executive Vice President, General Counsel and Corporate Secretary To recognize Mr. Basta’s substantial contributions to the Company since his appointment as executive vice president, general counsel and corporate secretary, including his joining the Company at a critical time and advancing key initiatives that have enabled the Company to execute its strategy and progress its clinical and preclinical programs, and to appropriately compensate him for such contributions, in February 2023 the compensation committee approved a supplemental grant, effective March 1, 2023, of time-based RSUs to Mr. Basta. This RSU award has a vesting commencement date of March 1, 2023 and vests over three years in substantially equal annual installments.

  33. Supplemental Equity Award to James Basta, Executive Vice President, General Counsel and Corporate Secretary

    | Name | Grant Date | Restricted Stock Unit Award (# Shares) | Restricted Stock Unit Grant Date Fair Value ($) | | James Basta, J.D. | 3/1/2023 | 12,269 | 499,962 |

  34. Benefits and Other Compensation

    Benefits and Other Compensation Other compensation to our executives consists primarily of the broad-based benefits we offer to all regular full-time employees, including medical, dental and vision insurance, medical and dependent care flexible spending accounts, group life and disability insurance, an employee stock purchase plan and a 401(k) plan. Named executive officers are eligible to participate in all our employee benefit plans, in each case on the same basis as other employees. Pursuant to our employee stock purchase plan, employees, including our named executive officers, have an opportunity to purchase our common stock at a discount on a tax-qualified basis through payroll deductions. The employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code (the “Code”). The purpose of the employee stock purchase plan is to encourage our employees, including our named executive officers, to become our stockholders or enhance their ownership and better align their interests with those of our other stockholders. Our tax-qualified 401(k) plan provides eligible employees with an opportunity to save for retirement on a tax-advantaged deferred basis or as Roth deferrals. All eligible and participating employees receive a 401(k)-match competitive with other companies in our industry. All participants’ interests in their deferred contributions and associated Company match are 100% vested when deposited. All contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to each participant’s directions. The retirement plan is intended to qualify under Section 401(a) of the Code. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. We currently, and may in the future, provide perquisites to our named executive officers in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment and retention purposes. In certain circumstances, we may offer sign-on bonuses in order to recruit executive officers. Our named executive officers are entitled, upon a qualifying termination, to certain severance and/or change in control protections pursuant to their employment agreements. See below for a chart detailing the general terms of these protections.

  35. Benefits and Other Compensation

    | Executive Benefits and Payment upon Termination | Termination by Company without Cause or Voluntary Resignation for Good Reason Not in Connection with a Change in Control | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control | | John M. Leonard, M.D. | | | | Cash Severance | 12 months of base salary continuation | Lump sum equal to 2x the sum of base salary + target bonus | | Acceleration of Equity Awards | Outstanding awards that would have vested in the following 12 months | 100% of outstanding awards | | Health Care Continuation | 12 months continuation | 18 months continuation | | All other named executive officers | | | | Cash Severance | 9 months of base salary continuation | Lump sum equal to 1.5x the sum of base salary + target bonus | | Acceleration of Equity Awards | Outstanding awards that would have vested in the following 9 months | 100% of outstanding awards (or 50% of outstanding awards if employed for less than 6 months) | | Health Care Continuation | 9 months continuation | 18 months continuation |

  36. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceed certain prescribed limits, and that the Company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

  37. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  38. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the total compensation awarded to, earned by and paid during the fiscal years ended December 31, 2023, 2022 and 2021 for each of our named executive officers.

  39. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | John M. Leonard, M.D. | 2023 | 660,000 | 429,000 | 3,707,043 | 6,829,976 | 31,243 | 11,657,262 | | President, Chief Executive Officer | 2022 | 630,000 | 401,310 | 3,170,309 | 5,865,465 | 29,506 | 10,096,590 | | | 2021 | 600,000 | 462,000 | 6,876,888 | 1,811,748 | 22,924 | 9,773,560 | | Glenn G. Goddard | 2023 | 468,000 | 159,120 | 1,119,165 | 2,061,987 | 10,548 | 3,818,820 | | Executive Vice President, Chief Financial | 2022 | 450,000 | 171,108 | 983,763 | 1,820,168 | 9,798 | 3,434,837 | | Officer and Treasurer | 2021 | 419,200 | 234,752 | 2,683,389 | 706,948 | 9,060 | 4,053,349 | | James Basta, J.D. (5) | 2023 | 460,000 | 184,000 | 999,277 | 2,340,966 | 10,548 | 3,994,791 | | Executive Vice President, General Counsel | 2022 | 435,600 | 170,756 | 746,232 | 2,262,843 | 9,798 | 3,625,229 | | and Corporate Secretary | 2021 | 219,692 | 235,200 | 14,612,637 | — | 5,430 | 15,072,959 | | David Lebwohl, M.D. | 2023 | 495,000 | 201,960 | 1,249,082 | 2,301,317 | 10,603 | 4,257,962 | | Executive Vice President, | 2022 | 475,300 | 186,318 | 1,068,547 | 1,977,001 | 9,798 | 3,716,964 | | Chief Medical Officer | 2021 | 458,300 | 269,480 | 2,792,916 | 735,803 | 9,060 | 4,265,559 | | Laura Sepp-Lorenzino, Ph.D. | 2023 | 492,000 | 196,800 | 1,219,110 | 2,246,099 | 32,096 | 4,186,105 | | Executive Vice President, | 2022 | 470,000 | 189,768 | 1,068,547 | 1,977,001 | 10,812 | 3,716,128 | | Chief Scientific Officer | 2021 | 441,000 | 259,308 | 3,066,731 | 807,940 | 4,770 | 4,579,749 |

  40. 2023 Summary Compensation Table

    (1) The 2023 amounts reflect the annual bonus paid in 2024 for performance in 2023, as discussed under the “Compensation Discussion and Analysis” section’s 2023 Annual Cash Incentive Program. (2) The amounts reflect the grant date fair value of time-based stock option awards granted during the applicable year. The grant date fair value was computed in accordance with FASB ASC 718, disregarding the effect of estimated forfeitures related to service-based vesting. See note 13 to the financial statements in our 2023 Annual Report regarding assumptions we made in determining the fair value of option awards. (3) The amounts reflect the grant date fair value of time-based and performance-based RSU awards granted during the applicable year. The grant date fair value was computed in accordance with FASB ASC 718, disregarding the effect of estimated forfeitures related to service-based vesting. For the performance-based RSUs, the value reported reflects the value of the award at the grant date using a Monte Carlo simulation model. See note 13 to the financial statements in our 2023 Annual Report regarding assumptions we made in determining the fair value of stock awards. (4) The amounts reported for 2023 represent (i) insurance premiums paid on behalf of each of the named executive officers, (ii) 401(k) match, (iii) travel expenses related to travel between Dr. Leonard and Dr. Sepp-Lorenzino’s home offices and our headquarters in Massachusetts and (iv) commuting/remote office expenses paid on behalf of the named executive officers. Mr. Basta joined us as executive vice president, general counsel and corporate secretary effective June 23, 2021. His annualized base salary for 2021 was $420,000.

  41. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows information regarding grants of plan-based awards during the fiscal year ended December 31, 2023 to the Company’s named executive officers.

  42. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/share)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | | | John M. Leonard, M.D. | 3/1/2023 | — | — | — | — | 128,631 | 40.75 | 3,707,043 | | | 3/1/2023 | — | — | — | 91,036 | — | — | 3,709,717 | | | 3/1/2023 | 22,759 | 45,518 | 91,036 | — | — | — | 3,120,259 | | Glenn G. Goddard | 3/1/2023 | — | — | — | — | 38,834 | 40.75 | 1,119,165 | | | 3/1/2023 | — | — | — | 27,484 | — | — | 1,119,973 | | | 3/1/2023 | 6,871 | 13,742 | 27,484 | — | — | — | 942,014 | | James Basta, J.D. | 3/1/2023 | — | — | — | — | 34,674 | 40.75 | 999,277 | | | 3/1/2023 | — | — | — | 24,539 | — | — | 999,964 | | | 3/1/2023 | 6,135 | 12,269 | 24,538 | — | — | — | 841,040 | | | 3/1/2023 | — | — | — | 12,269 | — | — | 499,962 | | David Lebwohl, M.D. | 3/1/2023 | — | — | — | — | 43,342 | 40.75 | 1,249,082 | | | 3/1/2023 | — | — | — | 30,674 | — | — | 1,249,966 | | | 3/1/2023 | 7,669 | 15,337 | 30,674 | — | — | — | 1,051,351 | | Laura Sepp-Lorenzino, Ph.D. | 3/1/2023 | — | — | — | — | 42,302 | 40.75 | 1,219,110 | | | 3/1/2023 | — | — | — | 29,938 | — | — | 1,219,974 | | | 3/1/2023 | 7,485 | 14,969 | 29,938 | — | — | — | 1,026,125 |

  43. Grants of Plan-Based Awards

    (1) Represent the threshold, target and maximum number of performance-based RSUs subject to performance-based vesting conditions established by the compensation committee or the board of directors and described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below. (2) Represent RSUs subject to time-based vesting established by the compensation committee or the board of directors and described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below. (3) Represent stock options subject to time-based vesting established by the compensation committee or the board of directors and described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below. (4) The exercise price of these stock options is equal to the closing price of our common stock on the Nasdaq Global Market on the grant date. Amounts represent the grant date fair value of the awards, calculated in accordance with FASB ASC 718, disregarding the effect of estimated forfeitures related to service-based vesting. For the performance-based RSUs, the value reported reflects the value of the award at the grant date using a Monte Carlo simulation model.

  44. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2023. All of the outstanding awards were granted under our Amended and Restated 2015 Stock Option and Incentive Plan (the “2015 Plan”).

  45. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($/share) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | John M. Leonard, M.D. | 2/3/2016 | 58,516 | — | 6.83 | 2/2/2026 | — | — | — | — | | | 1/6/2017 | 2,003 | — | 13.88 | 1/5/2027 | — | — | — | — | | | 12/12/2017 | 11,515 | — | 18.30 | 12/11/2027 | — | — | — | — | | | 1/25/2018 | 110,000 | — | 22.78 | 1/24/2028 | — | — | — | — | | | 12/18/2018 | 90,000 | — | 14.58 | 12/17/2028 | — | — | — | — | | | 3/2/2020 | 205,417 | 7,084 | 13.40 | 3/1/2030 | — | — | — | — | | | 3/3/2021 | 137,347 | 51,016 | 57.71 | 3/2/2031 | — | — | — | — | | | 3/3/2021 | — | — | — | — | 15,698 | 478,632 | — | — | | | 3/1/2022 | 38,294 | 21,647 | 79.85 | 2/29/2032 | — | — | — | — | | | 3/1/2022 | — | — | — | — | 27,327 | 833,200 | — | — | | | 3/1/2022 | — | — | — | — | — | — | 20,495 | 624,893 | | | 3/1/2023 | — | 128,631 | 40.75 | 2/28/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 91,036 | 2,775,688 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 91,036 | 2,775,688 | | Glenn G. Goddard | 11/1/2018 | 41,817 | — | 19.27 | 10/31/2028 | — | — | — | — | | | 12/18/2018 | 12,451 | — | 14.58 | 12/17/2028 | — | — | — | — | | | 3/2/2020 | 122,395 | 2,605 | 13.40 | 3/1/2030 | — | — | — | — | | | 3/3/2021 | 53,593 | 19,907 | 57.71 | 3/2/2031 | — | — | — | — | | | 3/3/2021 | — | — | — | — | 6,126 | 186,782 | — | — | | | 3/1/2022 | 11,882 | 6,718 | 79.85 | 2/29/2032 | — | — | — | — | | | 3/1/2022 | — | — | — | — | 8,480 | 258,555 | — | — | | | 3/1/2022 | — | — | — | — | — | — | 6,360 | 193,916 | | | 3/1/2023 | — | 38,834 | 40.75 | 2/28/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 27,484 | 837,987 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 27,484 | 837,987 | | James Basta, J.D. | 7/1/2021 | 81,250 | 48,750 | 171.65 | 6/30/2031 | — | — | — | — | | | 3/1/2022 | 9,013 | 5,096 | 79.85 | 2/29/2032 | — | — | — | — | | | 3/1/2022 | — | — | — | — | 13,798 | 420,701 | — | — | | | 3/1/2022 | — | — | — | — | — | — | 4,824 | 147,084 | | | 3/1/2023 | — | 34,674 | 40.75 | 2/28/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 36,808 | 1,122,276 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 24,538 | 748,164 | | David Lebwohl, M.D. | 5/1/2020 | 163,410 | 16,667 | 12.62 | 4/30/2030 | — | — | — | — | | | 3/3/2021 | 55,781 | 20,719 | 57.71 | 3/2/2031 | — | — | — | — | | | 3/3/2021 | — | — | — | — | 6,376 | 194,404 | — | — | | | 3/1/2022 | 12,906 | 7,297 | 79.85 | 2/29/2032 | — | — | — | — | | | 3/1/2022 | — | — | — | — | 9,211 | 280,843 | — | — | | | 3/1/2022 | — | — | — | — | — | — | 6,908 | 210,625 | | | 3/1/2023 | — | 43,342 | 40.75 | 2/28/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 30,674 | 935,250 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 30,674 | 935,250 | | Laura Sepp-Lorenzino, Ph.D. | 6/3/2019 | 80,000 | — | 14.25 | 6/2/2029 | — | — | — | — | | | 3/2/2020 | 79,187 | 2,813 | 13.40 | 3/1/2030 | — | — | — | — | | | 3/3/2021 | 61,250 | 22,750 | 57.71 | 3/2/2031 | — | — | — | — | | | 3/3/2021 | — | — | — | — | 7,000 | 213,430 | — | — | | | 3/1/2022 | 12,906 | 7,297 | 79.85 | 2/29/2032 | — | — | — | — | | | 3/1/2022 | — | — | — | — | 9,211 | 280,843 | — | — | | | 3/1/2022 | — | — | — | — | — | — | 6,908 | 210,625 | | | 3/1/2023 | — | 42,302 | 40.75 | 2/28/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 29,938 | 912,810 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 29,938 | 912,810 |

  46. Outstanding Equity Awards at Fiscal Year-End

    Time-based stock options granted through January 2022 vest over four years, with 25% of the shares generally vesting on the first anniversary of the date of grant or the vesting commencement date, as applicable, and the remainder vesting in 36 substantially equal monthly installments over the following three years. Time-based stock options granted on March 1, 2022 and March 1, 2023 vest over three years, with 33% of the shares generally vesting on the first anniversary of the vesting commencement date, and the remainder vesting in 24 substantially equal monthly installments over the following two years. Options granted on March 2, 2020, March 3, 2021, March 1, 2022 and March 1, 2023 have vesting commencement dates of January 1, 2020, January 1, 2021, January 1, 2022 and January 1, 2023, respectively. Options granted on May 1, 2020 and July 1, 2021 have vesting commencement dates of April 30, 2020 and June 23, 2021, respectively. Represents shares underlying time-based RSUs. RSUs granted on March 3, 2021 vested as to 25% of the shares underlying the award on January 1, 2022, with the remainder vesting in three substantially equal annual installments thereafter. Time-based RSUs granted on March 1, 2022 vest in three substantially equal annual installments beginning on January 1, 2023 with the exception of Mr. Basta’s supplemental RSU award, which vests in three substantially equal annual installments beginning on March 1, 2023. Time-based RSUs granted on March 1, 2023 vest in three substantially equal annual installments beginning on January 1, 2024 with the exception of Mr. Basta’s supplemental RSU award, which vests in three substantially equal annual installments beginning on March 1, 2024. (3) Based on a price of $30.49, which was the closing price per share of our common stock as reported by the Nasdaq Global Market on December 29, 2023, the last trading day of 2023. (4) Represents performance-based RSUs that can be earned based on the Company’s TSR relative to the TSRs of the companies that comprise the Nasdaq Biotechnology Index over a three-year performance period with payouts ranging from 0% to 200% of target. The performance period for the performance-based RSUs granted on March 1, 2022 is January 1, 2022 to December 31, 2024 and the performance period for the performance-based RSUs granted on March 1, 2023 is January 1, 2023 to December 31, 2025. The number of shares included in the table is based upon the target and maximum levels of achievement for the March 1, 2022 and 2023 awards, respectively.

  47. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth, for each of the named executive officers, information with respect to the vesting of stock awards during the year ended December 31, 2023. No options were exercised by the named executive officers during the year ended December 31, 2023.

  48. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John M. Leonard, M.D. | 21,511 | 750,519 | | Glenn G. Goddard | 7,302 | 254,767 | | James Basta, J.D. | 6,899 | 240,706 | | David Lebwohl, M.D. | 7,792 | 271,863 | | Laura Sepp-Lorenzino, Ph.D. | 8,105 | 282,783 |

  49. Option Exercises and Stock Vested

    (1) Calculated by multiplying the number of shares of our common stock acquired upon vesting by the closing market price of our common stock on the vesting date.

  50. Estimated Payment and Benefits Upon Termination, Retirement or Change of Control

    | Executive Benefits and Payment upon Termination | Termination by Company without Cause or Voluntary Resignation for Good Reason Not in Connection with a Change in Control ($) | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) | Termination upon Retirement One Year after Notice Date ($) (9) | | John M. Leonard, M.D. | | | | | Cash Severance | 660,000(1) | 2,178,000(2) | 429,000(7) | | Acceleration of Equity Awards (6) | 1,702,155(3) | 6,221,322(4) | 3,700,917(8) | | Health Care Continuation | —(5) | —(5) | — | | Total | 2,362,155 | 8,399,322 | 4,129,917 |

  51. Estimated Payment and Benefits Upon Termination, Retirement or Change of Control

    | Executive Benefits and Payment upon Termination | Termination by Company without Cause or Voluntary Resignation for Good Reason Not in Connection with a Change in Control ($) | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) | | Glenn G. Goddard | | | | Cash Severance | 351,000(1) | 982,800(2) | | Acceleration of Equity Awards (7) | 546,476(3) | 1,940,754(4) | | Health Care Continuation | 19,227(5) | 38,454(6) | | Total | 916,703 | 2,962,008 | | James Basta, J.D. | | | | Cash Severance | 345,000(1) | 966,000(2) | | Acceleration of Equity Awards (7) | 584,402(3) | 2,064,143(4) | | Health Care Continuation | 19,227(5) | 38,454(6) | | Total | 948,629 | 3,068,597 | | David Lebwohl, M.D. | | | | Cash Severance | 371,250(1) | 1,039,500(2) | | Acceleration of Equity Awards (7) | 847,147(3) | 2,386,587(4) | | Health Care Continuation | 13,263(5) | 26,527(6) | | Total | 1,231,660 | 3,452,614 | | Laura Sepp-Lorenzino, Ph.D. | | | | Cash Severance | 369,000(1) | 1,033,200(2) | | Acceleration of Equity Awards (7) | 599,455(3) | 2,122,187(4) | | Health Care Continuation | 13,263(5) | 26,527(6) | | Total | 981,718 | 3,181,914 |

  52. CEO Pay Ratio

    CEO Pay Ratio Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure the pay of each of our employees reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are benchmarked and are generally set to be market-competitive in the country in which the jobs are performed. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute. Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our chief executive officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. We identified the median employee using our employee population on December 31, 2023 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). We identified the median employee by looking at annual salary plus 2023 bonus earned, the fair market value of equity grants, life and disability insurance, and the estimated value of 401(k) match (whether vested or not) as of December 31, 2023. We did not perform adjustments to the compensation paid to part-time employees to calculate what they would have been paid on a full-time basis. In identifying the median employee, we did not make any cost-of-living adjustments. Once the median employee was identified, we calculated the median employee’s annual target total direct compensation in accordance with the requirements of the Summary Compensation Table. Our median employee’s compensation as calculated using Summary Compensation Table requirements was $277,464. Our chief executive officer’s compensation as reported in the Summary Compensation Table was $11,657,262. Therefore, our CEO Pay Ratio is approximately 42:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the compensation committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  53. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and the average compensation actually paid to our other NEOs, as calculated in accordance with Item 402(v) of Regulation S-K, and certain financial performance measures. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the section titled “Compensation Discussion and Analysis”. For the year ended December 31, 2023, we did not use any financial performance measures other than those presented in the Pay Versus Performance table below to link Company performance to compensation actually paid, as calculated in accordance with Item 402(v) of Regulation S-K.

  54. Pay Versus Performance Table

    Pay Versus Performance Table

  55. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Year | Summary Compensation Table (“SCT”) Total for PEO ($) | Compensation Actually Paid to PEO (1) ($) | Average SCT Total for Non-PEO NEOs (2) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Total Shareholder Return (3) ($) | Peer Group Total Shareholder Return (4) ($) | Net Income (Loss) (5) ($) | | 2023 | 11,657,262 | 8,316,344 | 4,064,420(6) | 2,913,578 | 207.84 | 118.87 | (481,192,000) | | 2022 | 10,096,590 | (14,067,443) | 3,915,019(7) | (4,877,868) | 237.83 | 113.65 | (474,186,000) | | 2021 | 9,773,560 | 37,776,157 | 6,992,904(6) | 16,098,087 | 806.00 | 126.45 | (267,892,000) | | 2020 | 3,635,676 | 19,282,996 | 1,762,838(8) | 7,475,021 | 370.82 | 126.42 | (134,231,000) |

  56. Pay Versus Performance Table

    (1) The amounts reported represent the “compensation actually paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEO in the “Total” column of the Summary Compensation Table to calculate compensation actually paid:

  57. Pay Versus Performance Table

    | Year | SCT Total for PEO ($) | SCT Value of Equity Awards ($) (a) | Equity Award Adjustments ($) (b) | Compensation Actually Paid to PEO ($) | | 2023 | 11,657,262 | (10,537,019) | 7,196,101 | 8,316,344 |

  58. Pay Versus Performance Table

    (a) The amounts reported represent the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table. (b) The equity award adjustments include the following: (i) the addition of the year-end fair value of any equity awards granted during the year that are outstanding and unvested as of the end of the year; (ii) for any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the end of the applicable fiscal year; and (iii) for awards granted in prior years that vest during the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the vesting date of such awards. The valuation assumptions used to calculate fair values were updated for the applicable fiscal year and the assumptions for the applicable fiscal year are set forth in the notes to the financial statements in our Annual Report on Form 10-K for the applicable fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:

  59. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted During the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2023 | 7,566,441 | (539,404) | 169,064 | 7,196,101 |

  60. Pay Versus Performance Table

    (2) The amounts reported represent the average “compensation actually paid” to the NEOs other than our PEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote 1:

  61. Pay Versus Performance Table

    | Year | Average Reported SCT Total for Non-PEO NEOs ($) | Average SCT Value of Equity Awards ($)(a) | Average Equity Award Adjustments ($)(b) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 4,064,420 | (3,384,251) | 2,233,409 | 2,913,578 |

  62. Pay Versus Performance Table

    (a) The amounts reported represent the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year. (b) The equity award adjustments for each fiscal year include the amounts noted in footnote 1(b). The amounts deducted or added in calculating the equity award adjustments are as follows:

  63. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted During the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2023 | 2,443,675 | (289,233) | 78,967 | 2,233,409 |

  64. Pay Versus Performance Table

    (3) TSR is calculated by taking the difference between the Company’s share price at the end and the beginning of the measurement period and dividing it by the Company’s share price at the beginning of the measurement period. The Company did not issue any dividends during the measurement period. (4) Represents the peer group TSR. The peer group used for this purpose is the Nasdaq Biotechnology Index, a published industry index. (5) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable fiscal year. (6) Non-PEO NEOs for 2021 and 2023 include Mr. Goddard, Mr. Basta, Dr. Lebwohl and Dr. Sepp-Lorenzino. (7) Non-PEO NEOs for 2022 include Mr. Goddard, Mr. Basta, Mr. Hicks, Dr. Lebwohl and Dr. Sepp-Lorenzino. (8) Non-PEO NEOs for 2020 include Mr. Goddard, Dr. Lebwohl, Dr. Sepp-Lorenzino and Dr. Schiermeier, our former executive vice president and chief operating officer.

  65. Compensation Actually Paid and Total Shareholder Return

    Compensation Actually Paid and Total Shareholder Return As shown in the graph below, compensation actually paid to our PEO and the average compensation actually paid to the Company’s other NEOs is generally aligned with the Company’s TSR over the four-year period from December 31, 2019 to December 31, 2023, in large part because a significant portion of the compensation actually paid to the Company’s NEOs is in the form of equity awards, the value of which is impacted by stock price changes. In addition, as shown in the chart below, the Company’s TSR outperformed that of the Nasdaq Biotechnology Index over the four-year period from December 31, 2019 to December 31, 2023.

  66. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss) As a clinical-stage company, we did not have any net income during the periods presented and we have not historically considered net income (loss) in evaluating or determining executive compensation. Our net loss has increased over the four-year period presented in the Pay Versus Performance table whereas compensation actually paid to our named executive officers increased from 2020 to 2021, decreased from 2021 to 2022 and increased from 2022 to 2023, due in large part to fluctuations in our stock price.

  67. Director Compensation

    Director Compensation The table below shows all compensation paid to our non-employee directors during 2023. During 2023, we did not provide any compensation, including cash payments or equity awards, to Dr. Leonard for his service as a director. Compensation paid to Dr. Leonard as an executive officer during 2023 is set forth under “Executive Officer Compensation—2023 Summary Compensation Table.”

  68. Director Compensation

    | Name (1) | Fees Earned or Paid in Cash ($) (2) | Option Awards ($) (3) (4) | Stock Awards ($) (3) (4) | Total ($) | | Muna Bhanji, R.Ph. | 55,315 | 199,928 | 200,010 | 455,253 | | William Chase (5) | 45,164 | 475,394 | 475,651 | 996,209 | | Fred Cohen, M.D., D.Phil. | 52,500 | 199,928 | 200,010 | 452,438 | | John Crowley (6) | 60,370 | 199,928 | 200,010 | 460,308 | | Caroline Dorsa (7) | 32,973 | — | — | 32,973 | | JeanFrançois Formela, M.D. (8) | — | — | — | — | | Jesse Goodman, M.D., M.P.H. | 50,000 | 199,928 | 200,010 | 449,938 | | Georgia Keresty, Ph.D., M.P.H. | 55,000 | 199,928 | 200,010 | 454,938 | | Frank Verwiel, M.D. | 100,000 | 199,928 | 200,010 | 499,938 |

  69. Director Compensation

    The aggregate number of shares of our common stock underlying stock options and RSUs held by the non-employee members of the board of directors as of December 31, 2023 were: Ms. Bhanji 21,153 shares underlying stock options and 8,402 RSUs; Mr. Chase 17,378 shares underlying stock options and 12,156 RSUs; Dr. Cohen 73,543 shares underlying stock options and 4,425 RSUs; Mr. Crowley 11,070 shares underlying stock options and no RSUs; Dr. Goodman 93,543 shares underlying stock options and 4,425 RSUs; Dr. Keresty 24,450 shares underlying stock options and 5,251 RSUs; and Dr. Verwiel 112,543 shares underlying stock options and 4,425 RSUs. Ms. Dorsa and Dr. Formela did not hold any stock options or RSUs as of December 31, 2023. Amounts represent cash compensation for services rendered by each member of the board of directors. Dr. Formela waived his right to receive cash compensation for his service on our board of directors during 2023. In June 2023, each of Ms. Bhanji, Dr. Cohen, Mr. Crowley, Dr. Goodman, Dr. Keresty and Dr. Verwiel was granted an option to purchase 6,473 shares of common stock and 4,425 RSUs. Mr. Chase was granted an option to purchase 14,931 shares of common stock and 10,483 RSUs upon his initial election to the board of directors in April 2023 and an option to purchase 2,447 shares of common stock and 1,673 RSUs in June 2023. (4) Amounts shown reflect the grant date fair value of option and RSU awards granted during 2023. The grant date fair value was computed in accordance with FASB ASC 718, disregarding the effect of estimated forfeitures related to service-based vesting. See note 13 to the financial statements in our 2023 Annual Report regarding assumptions we made in determining the fair value of option and stock awards. (5) Mr. Chase was elected to the board of directors in April 2023. (6) On December 5, 2023, Mr. Crowley resigned from the board of directors. (7) On June 15, 2023, Ms. Dorsa resigned from the board of directors. (8) On June 15, 2023, Dr. Formela resigned from the board of directors. During 2023, we compensated our non-employee directors with a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairperson of the board and of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

  70. Director Compensation

    | | Member Annual Fee ($) | Chairperson Additional Annual Fee ($) | | Board of Directors | 45,000 | 35,000 | | Audit Committee | 10,000 | 10,000 | | Compensation and Talent Development Committee | 7,500 | 7,500 | | Nominating and Corporate Governance Committee | 5,000 | 5,000 |

  71. Director Compensation

    We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our board of director and committee meetings. Non-Employee Director Equity Compensation Our non-employee director equity compensation is intended to enable us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Each non-employee director, upon his or her initial election to our board of directors, is eligible to receive an initial equity award valued at $800,000, with 50% of the value delivered in the form of stock options and 50% delivered in the form of RSUs. Additionally, on the date of our Company’s 2023 Annual Meeting, each non-employee director received an annual equity award valued at up to $400,000, in accordance with the provisions of the 2015 Plan, with 50% of the value delivered in the form of stock options and 50% of the value delivered in the form of RSUs. Our 2023 non-employee director compensation policy was approved by the board of directors in June 2023 as recommended by the compensation committee, which consulted with Pay Governance and reviewed market data relating to our peer companies. We aim to position non-employee director compensation competitively within our peer group for board compensation and use the same peer group as we use for benchmarking the compensation of our named executive officers. Our compensation committee conducted a similar review in 2024 and, based upon this review, did not recommend any changes to the non-employee director compensation policy for 2024. To be aligned with their director terms, equity awards granted to non-employee directors upon initial election to the board of directors vest over the three years following the grant date, with one third of the shares vesting one year after the date of grant and the remaining portion of the shares vesting thereafter in substantially equal quarterly installments over the next two years, subject to continued service through such date. Equity awards granted to our non-employee directors on the date of each annual meeting vest in full upon the earlier to occur of the first anniversary of the grant date or the date of the next annual meeting of stockholders following the date of grant, subject to continued service as a director through such date. All equity awards issued to our non-employee directors under our director compensation program will become fully vested upon a change in control of our Company. In addition, the form of option agreement gives non-employee directors up to three months and one day following cessation of service as a director to exercise the options, to the extent vested at the date of such cessation, provided that the director has not been removed for cause. The exercise price of options granted to our non-employee directors under our director compensation policy is equal to the fair market value of our common stock on the date of grant.