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

DEF 14A of Tango Therapeutics, Inc.

Filed Apr 29, 2024 · FY20230000950170-24-049881

Open on EDGAR

  1. Proposal No. 1 - Election of Class III Directors

    Proposal No. 1 - Election of Class III Directors You are being asked to vote on the election of three Class III Directors, Alexis Borisy, John Ketchum and Barbara Weber, M.D. to our board of directors.

  2. PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS Our board of directors currently consists of seven members. In accordance with the terms of our certificate of incorporation and bylaws, 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. Three directors have been nominated for election at the Annual Meeting to serve until the 2027 annual meeting of stockholders and until their successors have been duly elected and qualified. In the event any nominee is unable to serve as a director, the shares represented by the proxy will be voted for such other candidate, if any, who is nominated by the board of directors to replace the nominee. All nominees have consented to be named in the proxy statement and have indicated their intent to serve if elected. The board of directors has no reason to believe that any of the nominees will be unable to serve. Pursuant to our by-laws, directors are elected by plurality vote in uncontested director elections, such as this one. The number of candidates for election as Class III Directors at the Annual Meeting is the same as the number of Class III Directors to be elected at the Annual Meeting. Therefore, this is an uncontested election and directors will be elected by the affirmative vote of a plurality of the votes properly cast by the shares present or represented and entitled to vote at the Annual Meeting, in person or by proxy. The nominees for election as director are those identified in this proxy statement. The following table presents our current directors, their respective term on the board of directors, ages and positions as of April 9, 2024. Director service dates in the table below and elsewhere in this proxy statement reflect the periods such director commenced director service with Tango prior to the completion of the Business Combination (as described below).

  3. PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS

    | Name | Age | Position | Served as a Director Since | | Class I Directors with terms that will expire at the 2025 Annual Meeting | | | | | Lesley Ann Calhoun | 58 | Director | March 2021 | | Class II Directors with terms that will expire at the 2026 Annual Meeting | | | | | Malte Peters, M.D. | 61 | Director | September 2018 | | Mace Rothenberg, M.D. | 67 | Director | March 2021 | | Kanishka Pothula | 39 | Director | November 2023 | | Class III Directors with terms that will expire at the Annual Meeting | | | | | Alexis Borisy | 52 | Director and Chairman of the Board | March 2017 | | John Ketchum | 68 | Director | August 2023 | | Barbara Weber, M.D. | 67 | President, Chief Executive Officer and Director | March 2017 |

  4. PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS

    Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

  5. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors Our board of directors has nominated Alexis Borisy, John Ketchum and Barbara Weber, M.D. for election as Class III Directors to serve for a three-year term ending at the 2027 annual meeting of stockholders and until their successors are elected and qualified. Each of the nominees is a current member of our board of directors and has consented to serve if elected.

  6. GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

    GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

  7. Our Board of Directors

    Our Board of Directors On August 10, 2021, BCTG Acquisition Corp., a Delaware corporation, or BCTG, consummated a business combination, or Business Combination, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 13, 2021, by and among BCTG, BCTG Merger Sub Inc., a Delaware corporation and Tango Therapeutics, Inc. (now known as Tango Therapeutics Sub, Inc., which we refer to as “Tango” in this proxy statement prior to the closing of the Business Commination). Upon the consummation of the Business Combination, our board of directors was divided into three staggered classes of directors, with each director assigned to one of the three classes. At each annual meeting of our stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the Annual Meeting for Class III Directors, at the annual meeting of stockholders to be held during the year 2025 for Class I Directors and at the annual meeting of stockholders to be held during the year 2026 for Class II Directors. Lesley Ann Calhoun currently serves as our Class I Director, Malte Peters, M.D., Mace Rothenberg, M.D. and Kanishka Pothula currently serve as our Class II Directors and Alexis Borisy, John Ketchum and Barbara Weber, M.D. currently serve as our Class III Directors. Our certificate of incorporation and bylaws provide that the number of directors shall be fixed solely and exclusively by a resolution adopted from time to time by our board of directors.

  8. Class III Director Nominees for Election for a Three-Year Term Ending at the 2027 Annual Meeting

    Class III Director Nominees for Election for a Three-Year Term Ending at the 2027 Annual Meeting Alexis Borisy has served as a member of our board of directors since our founding in 2017 and as the chairman of the board of directors since August 2021. Mr. Borisy is the co-founder and operating chairman of Curie.Bio, a new model for venture in biotech. In 2022, Mr. Borisy co-founded IDRx, Inc., a biopharmaceutical company and did the initial build through Borisy Labs Production, LLC. Also in 2022, Mr. Borisy became a director of Nextech Invest, a Swiss-based venture firm, where he also serves as Chairman. Prior to its acquisition by Revolution Medicines, Inc. (NASDAQ: RVMD), Mr. Borisy served as Chief Executive Officer and Chairman of EQRx, Inc., (formerly NASDAQ: EQRX), a biotechnology company, from June 2019 to November 2023. From 2010 to June 2019, Mr. Borisy was a partner at Third Rock Ventures, a series of venture capital funds investing in life science companies. Mr. Borisy co-founded Blueprint Medicines Corporation (NASDAQ: BPMC), a biopharmaceutical company, and served as its Interim Chief Executive Officer from 2013 to 2014 and has served as a member of its board of directors since 2011. Mr. Borisy co-founded Foundation Medicine, Inc. and served as its Interim Chief Executive Officer from 2009 to 2011 and served as a member of its board of directors from 2009 to July 2018, until its acquisition by Roche. In addition, Mr. Borisy serves as a member of the board of directors of OPKO Health, Inc. (NASDAQ: OPK), Relay Therapeutics, Inc. (NASDAQ: RLAY) and Revolution Medicines, Inc. During the past five years, Mr. Borisy also served as a member of the board of directors of Magenta Therapeutics, Inc. (NASDAQ: MGTA) and Editas Medicine, Inc. (NASDAQ: EDIT). Mr. Borisy received an A.B. in Chemistry from the University of Chicago and an A.M. in Chemistry and Chemical Biology from Harvard University. We believe Mr. Borisy’s extensive experience as an executive of, and working with and serving on the boards of directors of, multiple biopharmaceutical and life sciences companies, his educational background and his experience working in the venture capital industry provide him with the qualifications and skills necessary to serve as a member of our board of directors. John Ketchum has served as a member of our board of directors since August 2023. Since 2018, Mr. Ketchum has operated Bonnieview Consulting, LLC, a consulting agency that provides strategic and business services to pharmaceutical and biotech companies from research and development to full commercialization stages. In 2019, Mr. Ketchum founded, and continues to provide advisory services to, CureLeads, a company that operates in the Middle East/North Africa providing a range of services for biomedical firms commercializing specialty drugs in the region. From 1996 to 2017, Mr. Ketchum held various positions at Novartis International AG, including as Senior Vice President, Region Head, Emerging Growth Markets from 2014 to 2017 and Senior Vice President, Region Head, Latin America, from 2014 to 2017. Mr. Ketchum serves as an advisor and the Chairman of the Board of Ernest Pharmaceuticals LLC, a privately held oncology company. Mr. Ketchum received his B.A. from Hamilton College and his M.B.A. from the University of North Carolina at Chapel Hill. We believe Mr. Ketchum's industry experience and life science expertise, including his extensive work in commercializing pharmaceuticals in the U.S. and in international markets, make him qualified to serve on our board of directors. Barbara Weber, M.D. has served as our President and Chief Executive Officer since March 2017. Dr. Weber was a Venture Partner at Third Rock Ventures from March 2015 until June 2022, during which time she led the formation of the Company. Previously, Dr. Weber served as Senior Vice President, Oncology Translational Medicine, Novartis from 2009 to 2015, Vice President, Oncology, GSK from 2005 to 2009 and Professor, Medicine and Genetics, University of Pennsylvania from 1994 to 2005. Dr. Weber has served on the board of directors of Revolution Medicines, Inc. (NASDAQ: RVMD), a biotechnology company, since April 2018, and FOG Pharma, a private biopharmaceutical company, since October 2018. Dr. Weber previously served as a director of OPY Acquisition Corp. I (NASDAQ: OHAA), a special purpose acquisition company. Dr. Weber received a B.S. in Chemistry and an M.D. from the University of Washington, was a resident in internal medicine at Yale University and fellow in Medical Oncology at the Dana Farber Cancer Institute. We believe Dr. Weber is qualified to serve on our board based on her position as our President and Chief Executive Officer, her leadership experience and her extensive experience in the biopharmaceutical industry.

  9. Class I Directors Continuing in Office Until the 2025 Annual Meeting

    Class I Directors Continuing in Office Until the 2025 Annual Meeting Lesley Ann Calhoun has served as a member of our board of directors since March 2021. Since June 2020, Ms. Calhoun has served as Executive Vice President and Chief Financial Officer at Aligos Therapeutics, Inc., a clinical stage biopharmaceutical company. From August 2016 to June 2020, Ms. Calhoun served as Senior Vice President of Finance & Administration and Chief Accounting Officer at Global Blood Therapeutics, Inc. From January 2013 to September 2015, Ms. Calhoun served as Vice President of Finance at Hyperion Therapeutics, Inc., a commercial pharmaceutical company, which was acquired by Horizon Pharma plc, a biopharmaceutical company, in May 2015. Ms. Calhoun served as Senior Director of Finance and Corporate Controller at Theravance, Inc., a biopharmaceutical company, from August 2005 to January 2013. Prior to Theravance, Ms. Calhoun held various senior finance positions of increasing responsibility where she oversaw all aspects of finance and accounting operations for U.S. and multinational, publicly-traded and pre-IPO stage technology companies and companies in the biopharmaceutical industry. Earlier in her career, Ms. Calhoun was a member of the audit practice of Deloitte & Touche LLP from 1989 to 2001. Ms. Calhoun holds a B.S. in business administration with a concentration in accounting from San Francisco State University and is a Certified Public Accountant (inactive). We believe that Ms. Calhoun’s financial and accounting expertise and her experience in the finance and life sciences industries qualify her to serve as a member of our board of directors.

  10. Class II Directors Continuing in Office Until the 2026 Annual Meeting

    Class II Directors Continuing in Office Until the 2026 Annual Meeting Malte Peters, M.D., has served on our board of directors since September 2018. In December 2022, Dr. Peters joined the board of directors of Hookipa Pharma, Inc. (NASDAQ: HOOK), a clinical stage biopharmaceutical company, where he has also served as an interim Senior Clinical Advisor since November 2023. From March 2020 to December 2022, Dr. Peters served as Chief Research and Development Officer of MorphoSys AG, a biopharmaceutical company, and prior to that served as its Chief Development Officer and member of its management board since March 2017. Prior to his time at MorphoSys, Dr. Peters served as the Global Head of Clinical Development of the Biopharmaceuticals Business Unit at Sandoz International. From 2004 to 2015, he served as Clinical Head and Site Head for Basel and East Hanover in the Department of Oncology Translational Medicine at Novartis. Dr. Peters has also held teaching appointments in Internal Medicine and Biochemistry at the University of Mainz, Germany, served as Research Scientist at the Amgen Research Institute in Toronto, Canada, as Director of Cancer Research at Merck KGaA and as Medical Director at Micromet AG. Dr. Peters received his Doctor of Medicine from the Freie Universität Berlin, Germany, and was trained at the Universities of Padova, Italy, and Bochum and Berlin, Germany. After scientific work at different universities, he habilitated in Internal Medicine at the University of Mainz, Germany. We believe Dr. Peters’s extensive knowledge of the biotechnology industry makes him qualified to serve on our board of directors. Mace Rothenberg, M.D., has served on our board of directors since March 2021. Dr. Rothenberg was previously at Pfizer, Inc., a pharmaceutical company, where he served as Chief Medical Officer and Head of Worldwide Medical and Safety from 2019 to 2021, Chief Development Officer for Oncology from 2016 to 2018, and Senior Vice President for Clinical Development and Medical Affairs for Pfizer Oncology from 2008 to 2016. Prior to joining Pfizer, Dr. Rothenberg spent 25 years in academia, serving on the faculties of the University of Texas Health Science Center — San Antonio and Vanderbilt University Medical Center. Dr. Rothenberg is a fellow of the American College of Physicians and the American Society of Clinical Oncology and is board-certified in Internal Medicine and Medical Oncology. Dr. Rothenberg has been a member of the board of directors of Surrozen, Inc., a biotechnology company discovering and developing drug candidates to selectively modulate the Wnt pathway, since May 2021 and Aulos Bioscience, a privately-held immuno-oncology company, since March 2021. Dr. Rothenberg received his B.A. from the University of Pennsylvania, his M.D. from the New York University School of Medicine, completed his residency in Internal Medicine at Vanderbilt University and his fellowship in Medical Oncology at the National Cancer Institute. We believe Dr. Rothenberg’s industry experience and life science expertise make him qualified to serve on our board of directors. Kanishka Pothula has served as a member of our board of directors since November 2023. Mr. Pothula joined Nextech Ventures (US), an affiliate of Nextech Invest, in March 2023 and currently serves as a Managing Partner. Prior to joining Nextech Ventures (US), Mr. Pothula spent eleven years at BVF Partners, a biotechnology-focused hedge fund, where he served various roles throughout his tenure. Mr. Pothula holds a M.S. in biotechnology from Georgetown University and a B.S. in bioengineering from the University of California, San Diego. We believe that Mr. Pothula’s extensive experience in finance and the life sciences industry make him qualified to serve on our board of directors.

  11. EXECUTIVE COMPENSATION

    EXECUTIVE COMPENSATION Historically, our executive compensation program has reflected our growth and development-oriented corporate culture. To date, the compensation of our Chief Executive Officer and President and our other executive officers identified in the Summary Compensation Table below, who we refer to as the named executive officers, has primarily consisted of: base salary, annual cash bonuses and long-term incentive compensation in the form of stock options to purchase shares of our common stock and restricted stock units, or RSUs. Our named executive officers who are full-time employees, like all other full-time employees, are eligible to participate in our retirement and health and welfare benefit plans. We evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances merit and review executive compensation annually with input from an independent compensation consultant. As part of this review process, the board of directors and the compensation committee apply our values and philosophy, while considering the compensation levels needed to ensure our executive compensation program remains competitive with our peers. In connection with our executive compensation program, we also review whether we are meeting our retention objectives and the potential cost of replacing a key employee. We have assembled a team of highly experienced senior leaders and oncology drug developers who combine a flexible and adaptive approach to drug development that follows cutting-edge science with the proven expertise of large pharmaceutical company drug discovery and development. The management team and the employees at Tango are what, we believe, will be the ultimate differentiator that sets us apart from the competition as we move our products toward the market. This is based on our innovative approach to target drug-discovery using synthetic lethality and our innovative capabilities and expertise in drug discovery, research and drug development. We made meaningful progress in developing our clinical programs in 2023 and, these advancements were the result of our recruitment and compensation programs, which were designed to allow us to hire and maintain a leading clinical operations team, that included the addition of Dr. Adam Crystal as our President, Research and Development in February 2023. Building a management team to provide structure and direction will require retaining talent with proven leadership and results, extensive technical expertise, broad experience in building and constructing a drug research and development and commercialization organization, all the while establishing the broader vision of improving care and therapeutic options for cancer patients. Attracting, recruiting and retaining talent who have the requisite skill set, background and track record to lead and manage a growing business in a competitive environment is one of the primary goals of our compensation program.

  12. Compensation Philosophy

    Compensation Philosophy Our compensation philosophy is designed to support our goal of building a world-class research and development organization with deep experience and understanding in synthetic lethality in order to identify novel targets and develop new drugs directed at tumor suppressor gene loss in defined patient populations with high unmet medical need. Attracting and retaining executives and employees that position Tango to meet these objectives was of increasing importance in 2023 as the size of the employee base increased, the Company's operations became more sophisticated and the clinical programs advanced. We believe the work accomplished in 2023 positions us to, among other advancements, report clinical data from our lead PRMT5 inhibitor, TNG908, in 2024. By building a talented and motivated organization around extraordinary leaders, we believe we can advance our product candidates closer to regulatory approval, grow our pipeline and, ultimately, drive long-term and sustainable stockholder value creation. Tango's compensation programs are designed by our compensation committee and our board of directors around the following imperatives: • Attract, Retain and Incentivize: We are committed to attracting and retaining industry-leading talented individuals and designing our compensation programs to incentivize our employees to achieve rigorous corporate and individual objectives that are important to our long-term business and success. • Performance-based compensation pay-outs: Rewarding performance is the keystone of our total compensation program. In our annual bonus program, performance is measured by research and development advances, operational and strategic metrics and individual contributions. The amount actually earned is scaled with the achievement of these performance metrics. • Compensation structure competitive with peers: We believe that compensation paid by our peer companies matters when we determine overall compensation. We evaluate the practices of our peers to validate that we are competitive with other companies with whom we compete for talent. • Balanced combination of compensation components: We strive for an appropriate balance between cash and equity incentives. The rationale being that annual cash incentive motivates individuals to successfully execute on short-term financial and strategic objectives and equity incentives focus executives on the long-term success of the organization and align the interests of our executives with those of our stockholders.

  13. Compensation Practices

    Compensation Practices The board of directors and compensation committee recognize that implementing best practices with respect to compensation is important to achieving the goals of operating ethically, transparently and with the aim of achieving long-term stockholder value. Therefore, the following are important aspects of our compensation processes, decisions and programs: • Independent Compensation Committee. Our compensation committee consists solely of independent directors and they meet in executive session as needed. • Independent Compensation Advisor. Our compensation committee engages Pearl Meyer & Partners, LLC, or Pearl Meyer, its own independent compensation advisor, to provide information and peer group analysis related to annual executive compensation decisions and other advice on executive compensation. Pay-for-Performance Guides the Compensation Philosophy. A significant portion of executive officer compensation is linked to corporate performance and executive compensation includes a significant long-term equity component, thereby making a substantial portion of each executive officer’s total compensation at risk and dependent upon our performance and stock price. This incentive structure motivates our executives to take actions that are designed to improve overall Company value and thereby act in the best interests of our common stockholders. No Single Trigger Payments on Change in Control. Change in control payments to our executive officers occur only upon a qualifying termination of employment within a set period of time, not automatically upon a change in control. • No Tax Gross-Ups. We do not provide for tax gross-ups on equity awards or "golden parachute" payments. • Compensation Clawback. The compensation committee has adopted a compensation recovery policy, in compliance with the SEC and Nasdaq listing rules, that requires that, in the event we restate our financial statements due to material noncompliance with any financial reporting requirement, we will recover any incentive-based compensation received in the three years prior to the date that we are required to restate our financial statements that was based upon the attainment of a financial reporting measure and that was received by any current or former executive officer.

  14. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  15. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($) | Total ($) | | Barbara Weber, M.D.(5) | 2023 | 625,997 | — | 465,634 | 1,885,613 | 396,576 | 17,238(6) | 3,391,059 | | President, Chief Executive Officer and Director | 2022 | 575,000 | — | — | 3,740,625 | 363,688 | 2,474 | 4,681,787 | | Daniella Beckman | 2023 | 441,777 | — | 170,778 | 691,570 | 209,999 | 8,620(7) | 1,522,744 | | Chief Financial Officer | 2022 | 425,100 | — | — | 897,750 | 191,614 | 2,415 | 1,516,879 | | Adam Crystal, M.D., Ph.D.(8) | 2023 | 454,808 | 275,000 | 422,500 | 1,710,930 | 242,787 | 4,621(9) | 3,110,646 | | President of Research and Development | | | | | | | | | | Alan Huang, Ph.D.(10) | 2023 | 350,615(11) | — | 197,787(12) | 807,012(12) | 330,042(13) | 85,449(14) | 1,770,905 | | Former Chief Scientific Officer | 2022 | 425,385 | — | — | 1,197,000 | 193,550 | 2,966 | 1,818,901 |

  16. 2023 Summary Compensation Table

    (1) Salary amount represents actual amounts paid during years noted. See “— Narrative to the Summary Compensation Table — Base Salaries” below for additional information. (2) The amount reported for Dr. Crystal represents a one-time sign-on bonus paid to Dr. Crystal in 2023 pursuant to the terms of his employment agreement with the Company, which sign-on bonus was subject to repayment by Dr. Crystal had he voluntarily left Tango prior to February 27, 2024. (3) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards and RSU awards granted during fiscal years 2023 and 2022 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 2 and Note 11 to our audited financial statements contained in our Annual Report on Form 10-K filed with the SEC on March 18, 2024 for a discussion of assumptions made in determining the aggregate grant date fair value of stock option awards. These amounts do not reflect the actual economic value that may be realized by the named executive officer upon the vesting or exercise of the stock options or the sale of the common stock underlying such stock options or the vesting of RSUs and the sale of the shares received upon the vesting of the RSUs. (4) Reflects performance-based annual cash bonuses awarded to our named executive officers. See “— Non-Equity Incentive Plan Compensation” below for a description of the material terms of the program pursuant to which this compensation was earned. (5) Dr. Weber also serves as a member of our board of directors but does not receive any additional compensation for her service as a director. (6) The amount reported includes $13,200 of matching contributions made under our 401(k) plan, $2,100 of commuter benefits and $1,300 of expenses for phone services that the Company paid for on behalf of Dr. Weber. (7) The amount reported includes $4,788 of matching contributions made under our 401(k) plan, $2,100 of commuter benefits and $1,300 of expenses for phone services that the Company paid for on behalf of Ms. Beckman. (8) Dr. Crystal’s employment with Tango began on February 27, 2023. His base salary and bonus were prorated to reflect his partial year of employment from February 27, 2023 through December 31, 2023. (9) The amount reported includes $1,777 of matching contributions made under our 401(k) plan, $1,750 of commuter benefits and $1,050 of expenses for phone services that the Company paid for on behalf of Dr. Crystal. (10) Dr. Huang ended his service as Chief Scientific Officer with the Company on October 6, 2023 and, at such time transitioned into a consultant role with the Company. (11) For the period from August 7, 2023 to October 6, 2023, Dr. Huang's base salary was reduced to 60% of his original base salary to reflect the reduced time dedicated to his duties as Chief Scientific Officer. Dr. Huang did not receive any base salary after October 6, 2023. (12) The grant date fair values for Dr. Huang for 2023 include the incremental value of stock option and RSU awards that were modified in connection with his transition from employee to consultant to provide for continued vesting as described in more detail below. (13) In connection with his transition from Chief Scientific Officer to consultant, Dr. Huang was paid his pro-rated 2023 cash bonus (through October 6, 2023) at target. The amount also includes the 2022 cash bonus that was earned in 2022 and paid to Dr. Huang in 2023. (14) The amounts reported includes $48,000 in consulting fees for consulting services provided in 2023 after Dr. Huang’s employment ended, $34,244 of accrued but unused vacation time paid to Dr. Huang in connection with his termination of employment, $1,575 of commuter benefits and $1,000 of expenses for phone services that the Company paid for on behalf of Dr. Huang.

  17. Outstanding Equity Awards at 2023 Fiscal Year-End

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

  18. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Barbara Weber, M.D. | 1/24/2019 | 1/1/2019 | 219,151 | —(4) | 1.53 | 1/23/2029 | — | — | | | 1/30/2020 | 1/1/2020 | 214,584 | 4,566(4) | 1.65 | 1/29/2030 | — | — | | | 1/28/2021 | 1/1/2021 | 936,290 | 347,775(4) | 3.50 | 1/27/2031 | — | — | | | 8/12/2021 | 8/12/2021 | 560,819 | 400,585(4) | 9.56 | 8/11/2031 | — | — | | | 2/1/2022 | 1/1/2022 | 299,479 | 325,521(4) | 9.22 | 1/31/2032 | — | — | | | 3/1/2023 | 1/1/2023 | — | 537,273(4) | 5.20 | 2/28/2033 | 89,545(7) | 886,496 | | Daniella Beckman | 10/18/2019 | 9/10/2019 | 165,433 | —(5) | 1.53 | 10/17/2029 | — | — | | | 1/30/2020 | 11/1/2019 | 55,201 | —(5) | 1.65 | 1/29/2030 | — | — | | | 10/1/2020 | 7/1/2020 | 58,172 | 9,936(5) | 3.21 | 9/30/2030 | — | — | | | 1/28/2021 | 1/1/2021 | 64,276 | 23,875(4) | 3.50 | 1/27/2031 | — | — | | | 8/12/2021 | 8/12/2021 | 221,949 | 158,536(4) | 9.56 | 8/11/2031 | — | — | | | 2/1/2022 | 1/1/2022 | 71,875 | 78,125(4) | 9.22 | 1/31/2032 | — | — | | | 3/1/2023 | 1/1/2023 | — | 197,051(4) | 5.20 | 2/28/2033 | 32,842(7) | 325,136 | | Adam Crystal, M.D., Ph.D. | 3/1/2023(6) | 2/27/2023 | — | 487,500(4) | 5.20 | 2/28/2033 | 81,250(7) | 804,375 | | Alan Huang, Ph.D. | 4/12/2018 | 1/1/2018 | 84,925 | —(5) | 1.38 | 4/11/2028 | — | — | | | 4/12/2018 | 4/1/2018 | 110,402 | —(5) | 1.38 | 4/11/2028 | — | — | | | 1/24/2019 | 1/1/2019 | 67,939 | —(4) | 1.53 | 1/23/2029 | — | — | | | 1/30/2020 | 1/1/2020 | 66,523 | 1,416(4) | 1.65 | 1/29/2030 | — | — | | | 1/28/2021 | 1/1/2021 | 118,882 | 44,172(4) | 3.50 | 1/27/2031 | — | — | | | 8/12/2021 | 8/12/2021 | 90,591 | 14,154(4) | 9.56 | 8/11/2031 | — | — | | | 2/1/2022 | 1/1/2022 | 89,167 | 20,833(4) | 9.22 | 1/31/2032 | — | — | | | 3/1/2023 | 1/1/2023 | — | 38,036(4) | 5.20 | 2/28/2033 | 6,339(7) | 62,756 |

  19. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) Each stock option granted prior to the closing of the Business Combination in August 2021 was granted under our 2017 Stock Option and Grant Plan, or the 2017 Plan. Each stock option and RSU award granted after the closing of the Business Combination was granted pursuant to our 2021 Stock Option and Incentive Plan, or 2021 Plan, unless otherwise noted. (2) All of the option awards listed in the table 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. For information regarding the valuation of equity awards, see Note 2 and Note 11 to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on March 18, 2024 for a discussion of assumptions made in determining the aggregate grant date fair value of stock option awards. The amounts presented do not correspond to the actual value that may be recognized by the named executive officer upon vesting or exercise of the stock options or the sale of the shares of common stock underlying such stock options. (3) The market value of the RSU awards is based on the closing price of $9.90 per share of the Company’s common stock on December 29, 2023, the last trading day of the year, as reported on the Nasdaq Global Market. (4) These stock options vest as follows: 25% of the shares vest on the first anniversary of the vesting commencement date and the remaining 75% of the shares vest in 36 equal monthly installments thereafter, subject to continued employment (or, in the case of Dr. Huang, service) with the Company through the applicable vesting date. (5) These stock options vest in equal monthly installments over 48 months following the vesting commencement date, subject to continued employment (or, in the case of Dr. Huang, service) with the Company through the applicable vesting date. (6) These stock options and RSUs were granted pursuant to our 2023 Inducement Plan. (7) These RSUs vest in equal annual installments over three years on each of February 5, 2024, February 3, 2025 and February 2, 2026, subject to the named executive officer's continued employment (or, in the case of Dr. Huang, service) with the Company through the applicable vesting date.

  20. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION We have adopted an amended and restated non-employee director compensation policy under which each non-employee director receives the following amounts for his or her services on our board of directors. A stock option to purchase 60,000 shares of our common stock and an RSU award covering 10,000 shares of our common stock upon the director’s initial election or appointment to our board of directors. The stock options vest over 36 substantially equal monthly installments over three years from the date of grant and the RSUs vest in three equal annual installments over three years from the date of grant (the specific vesting dates are established by the compensation committee), in each case subject to continued service as a director through the applicable vesting date. • An annual option to purchase 30,000 shares of our common stock and an RSU award covering 5,000 shares of our common stock on the date of the annual meeting for such year. The annual option award vests in 12 substantially equal monthly installments over one year from the date of grant and the annual RSU award vests in its entirety on the first anniversary of the date of grant, in each case subject to continued service as a director through the applicable vesting date. Directors who were elected in the 12 months preceding the annual grant receive a pro-rated portion of the annual stock option grant and RSU award based on the number of months of time in service on the board. • An annual director fee of $40,000. • If the director serves on a committee of our board of directors or in the other capacities stated below, an additional annual fee as follows: o Non-executive chairperson, $30,000 o Lead independent director, $15,000 o Audit committee chairperson, $15,000 o Audit committee member, $7,500 o Compensation committee chairperson, $10,000 o Compensation committee member, $5,000 o Nomination and governance committee chairperson, $8,000 o Nomination and governance committee member, $4,000 Options granted to our non-employee directors under the non-employee director compensation policy have an exercise price equal to the fair market value of our common stock on the date of grant and will expire not later than ten years after the date of grant. All unvested options and RSU awards held by non-employee members of the board of directors vest in full upon the occurrence of a change in control. In 2023, the compensation committee revised the non-employee director compensation policy to include RSUs in the initial and annual equity awards issuable to non-employee directors, in addition to stock options, so that the equity component of director compensation is consistent with the equity compensation components that are generally provided to Company employees. In order to make incentives the same across the organization, the compensation committee determined that this adjustment was appropriate.

  21. 2023 Non-Employee Director Compensation Table

    2023 Non-Employee Director Compensation Table The table below shows the cash fees paid to our non-employee directors in connection with their service on our board of directors, and the stock option awards and RSUs granted to our non-employee directors, during the fiscal year ended December 31, 2023.

  22. 2023 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | Total ($) | | Alexis Borisy | 82,500 | 17,750 | 71,283 | 171,533 | | John Ketchum | 14,533 | 71,900 | 289,440 | 375,873 | | Kanishka Pothula(4) | — | — | — | — | | Lesley Ann Calhoun | 59,000 | 17,750 | 71,283 | 148,033 | | Mace Rothenberg, M.D. | 52,500 | 17,750 | 71,283 | 141,533 | | Malte Peters, M.D. | 50,000 | 17,750 | 71,283 | 139,033 | | Aaron Davis(5) | 29,054 | 17,750 | 71,283 | 118,087 | | Reid Huber, Ph.D.(6) | 40,826 | 17,750 | 71,283 | 129,859 |

  23. 2023 Non-Employee Director Compensation Table

    (1) Amounts represent cash compensation earned and paid pursuant to our amended and restated non-employee director compensation policy. (2) The amounts reported represent the aggregate grant-date fair value of stock options and RSUs awarded to our non-employee directors in 2023, calculated in accordance with ASC Topic 718, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 2 and Note 11 to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on March 18, 2024 for a discussion of assumptions made in determining the aggregate grant date fair value of stock option awards. The amounts presented do not correspond to the actual value that may be recognized by the named director upon vesting or exercise of the stock options or the sale of the shares of common stock underlying such stock options or the vesting of RSUs and the sale of the shares received upon the vesting of the RSUs. (3) The table below shows the aggregate number of shares underlying stock option awards (exercisable and unexercisable) and unvested RSUs held as of December 31, 2023 by each non-employee director who served as a non-employee director during the year ended December 31, 2023:

  24. 2023 Non-Employee Director Compensation Table

    | | Option Awards | Stock Awards | | Name | Shares Subject to Outstanding Options | Shares Subject to Outstanding RSUs | | Alexis Borisy | 201,463 | 5,000 | | John Ketchum | 60,000 | 10,000 | | Kanishka Pothula | — | — | | Lesley Ann Calhoun | 154,925 | 5,000 | | Mace Rothenberg, M.D. | 154,925 | 5,000 | | Malte Peters, M.D. | 188,895 | 5,000 |

  25. 2023 Non-Employee Director Compensation Table

    (4) Mr. Pothula was elected to the board of directors on November 6, 2023. Mr. Pothula has waived cash and equity compensation retainers for services on the board of directors. (5) Mr. Davis resigned from the board in August 2023. All unvested equity awards held by Mr. Davis were forfeited upon resignation. (6) Dr. Huber resigned from the board in November 2023. All outstanding equity awards held by Dr. Huber were forfeited upon resignation.