DEF 14A of Eledon Pharmaceuticals, Inc., May 30, 2024

DEF 14A of Eledon Pharmaceuticals, Inc.

Filed May 30, 2024 · FY20230000950170-24-066564

Open on EDGAR

  1. Proposal 1—Election of Class I Directors

    Proposal 1—Election of Class I Directors A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast by the stockholders entitled to vote on the election (meaning that the two director nominees receiving the highest number of affirmative votes at the Annual Meeting will be elected as Class I directors). Broker non-votes and votes that are withheld will have no effect on the outcome of this proposal.

  2. Board of Directors

    Board of Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. As described in the biographical information below, a number of the members of our Board were associated with Anelixis Therapeutics, Inc. (“Anelixis”) prior to the combination of Eledon and Anelixis in September 2020 (the “Anelixis Transaction”). Set forth below are the names and certain information for each continuing member of the Board, including Steven Perrin, Ph.D. and June Lee, M.D., the nominees for election as Class I directors, as of March 31, 2024. The term of office of Walter Ogier, a current Class I director, will end at the Annual Meeting and, accordingly, Mr. Ogier will be retiring from the Board at such time. The Board does not currently intend to fill the resulting Board vacancy, and intends to decrease the size of the Board to eight directors as of the Annual Meeting. As a result, stockholders may not vote for more than two nominees for election as Class I directors at the Annual Meeting The information presented includes each continuing director’s and nominee’s principal occupation and business experience for the past five years, and the names of other public companies of which he or she has served as a director during the past five years. The information presented below regarding the specific experience, qualifications, attributes and skills of each director and nominee led our nominating and corporate governance committee and our Board to conclude that he or she should serve as a director. In addition, we believe that all of our directors and nominees possess the attributes or characteristics described in “—Corporate Governance Matters—Director Nomination Process” that the nominating and corporate governance committee expects of each director. There are no family relationships among any of our directors, nominees for director, or executive officers.

  3. Board of Directors

    | Name | Age | Position(s) | | Class I Director Nominees—Term expiring at the Annual Meeting | | | | Steven Perrin, Ph.D. | 59 | President, Chief Scientific Officer, Director | | June Lee, M.D. | 58 | Director | | Class II Directors—Term expiring at the 2025 annual meeting of stockholders | | | | Keith A. Katkin | 52 | Chair of the Board | | Allan D. Kirk, M.D., Ph.D., FACS | 62 | Director | | John S. McBride | 72 | Director | | Class III Directors—Term expiring at the 2026 annual meeting of stockholders | | | | David-Alexandre C. Gros, M.D. | 51 | Chief Executive Officer, Director | | Jan Hillson, M.D. | 71 | Director | | James Robinson | 54 | Director |

  4. Class I Director Nominees

    Class I Director Nominees Steven Perrin, Ph.D. has served as a member of our Board since September 2020, when he joined the Board in connection with the Anelixis Transaction. Dr. Perrin currently serves as our President and Chief Scientific Officer, a position he has held since September 2020. From January 2013 until joining Eledon, Dr. Perrin served as Chief Executive Officer of Anelixis. Dr. Perrin has been Executive Chairman of the ALS Therapy Development Institute since June 2010. Dr. Perrin also served as Chief Scientific Officer for the ALS Therapy Development Institute from January 2007 to August 2018. From November 2001 to December 2006, he served as Associate Director of Molecular Profiling for Biogen Idec. Dr. Perrin received his Bachelor of Science in Biology from Boston College in 1987 and his PhD in Biochemistry from Boston University School of Medicine in 1994. We believe Dr. Perrin is qualified to serve on our Board due to his strong scientific background, his extensive knowledge of the Company and experience in our industry. June Lee, M.D. has served as a member of our Board since December 2020 and currently serves on our compensation committee, nomination and corporate governance committee and Chair of our science and technology committee. Dr. Lee currently is a venture partner at 5AM Ventures. From February 2021 to November 2021, Dr. Lee was founder and Chief Executive Officer at Esker Therapeutics, Inc. From January 2017 until June 2020, Dr. Lee was Chief Development Officer and Chief Operating Officer of MyoKardia, Inc., a clinical stage biotechnology company with a focus on precision cardiovascular medicines. At MyoKardia she built and led a world class development organization culminating in the company’s $13.1 billion acquisition by Bristol Myers Squibb in November 2020. Prior to MyoKardia from April 2011 to January 2017, Dr. Lee was Professor of Medicine at UCSF School of Medicine, where she served as Director of Translational Research and built the Catalyst Program, an internal accelerator at UCSF for early-stage technologies in therapeutics, devices, diagnostics, and digital health. She is also the founding chair of the University of California Drug, Device, Discovery and Development Group. Previously, from March 2004 to April 2011, she was therapeutic area head in early clinical development in cardiovascular, metabolism, respiratory, and infectious diseases at Genentech. Dr. Lee served on the board of CinCor Pharma, Inc., until it was acquired by Astra Zeneca in March 2023. Dr. Lee currently serves on the board of Tenya Therapeutics, Inc., Abivax, GenEdit and serves as the Chair of the board of Renasant Bio. Dr. Lee completed a Bachelor of Science in chemistry at the Johns Hopkins University, an M.D. at the School of Medicine at University of California, Davis, and her clinical training in internal medicine and pulmonary & critical care at UCLA and UCSF. We believe Dr. Lee is qualified to serve on our Board because of her extensive scientific background and leadership experience in the industry.

  5. Class II Directors

    Class II Directors Keith A. Katkin has been a member and the Chair of our Board since May 2017 and currently serves as the Chair of our nominating and corporate governance committee. Mr. Katkin joined Eledon when it acquired Otic Pharma, Ltd in May 2017. Mr. Katkin served as the Principal Executive Officer and as a member of the board of directors of Urovant Sciences Ltd, a public biopharmaceutical company from September 2017 until March 2020. Mr. Katkin served as the President and Chief Executive Officer of Avanir Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, from 2007 to 2016. Mr. Katkin led the growth and ultimate sale of Avanir to Otsuka Pharmaceutical Co., Ltd. for $3.5 billion. Mr. Katkin joined Avanir in 2005 as Senior Vice President of Sales and Marketing and a member of Avanir’s executive management team. Prior to joining Avanir, Mr. Katkin served as Vice President, Commercial Development for Peninsula Pharmaceuticals, Inc., a privately held biopharmaceutical company, playing a key role in the concurrent initial public offering and ultimate sale of the company to Johnson and Johnson. Additionally, Mr. Katkin’s employment experience includes leadership roles at InterMune, Inc., Amgen, Inc. and Abbott Laboratories. Mr. Katkin currently serves on the Board of Directors of Syndax Pharmaceuticals, Inc. and Emergent BioSolutions, Inc. Mr. Katkin previously served on the Board of Directors of Rigel Pharmaceuticals Inc., within the past five years. Mr. Katkin has an M.B.A. from the Anderson School of Business at UCLA and earned a B.S. in Business and Accounting from Indiana University. Mr. Katkin is also a certified public accountant. We believe Mr. Katkin is qualified to serve on our Board due to his experience at multiple public pharmaceutical companies and his extensive knowledge of the Company and experience in our industry. Allan D. Kirk, M.D., Ph.D., FACS has been a member of our Board since October 2023 and currently serves on our science and technology committee. Dr. Kirk has served at Duke University since May 2014 as Chairman of the Department of Surgery and Surgeon-in-Chief at Duke University School of Medicine. Dr. Kirk is a principal investigator for multiple clinical trials, including the first-in-human experience with novel immunosuppressive agents. Dr. Kirk pioneered the use of co-stimulation pathway blockade to prevent organ rejection in transplant patients with his research focused on understanding transplant rejection and advancing improved therapies for transplant recipients. He has co-authored hundreds of peer-reviewed journal publications. Dr. Kirk is a member of the Duke Cancer Institute and is a core faculty member of the Duke Innovation & Entrepreneurship program. He also previously served as Editor-in-Chief for the American Journal of Transplantation and served as the inaugural Chief of the Transplantation Branch for the National Institute of Diabetes and Digestive and Kidney Diseases. Dr. Kirk earned an M.D. from Duke University School of Medicine, a Ph.D. from Duke University and a Bachelor of Science from Old Dominion University. We believe Dr. Kirk is qualified to serve on our Board due to his extensive scientific background and experience in our industry. John S. McBride has been a member of our Board since May 2017 and currently serves on our nominating and corporate governance committee and serves as the Chair of our audit committee. Mr. McBride currently serves as President of Alliance Life Science Advisors, Inc., a consulting firm focused on assisting life science companies with strategic planning, business development and financing projects. Mr. McBride has been active with the firm during various periods over the last thirteen years. From August 2019 until March 2021, Mr. McBride was Chief Financial Officer of Cadent Therapeutics, Inc. Mr. McBride served as Tokai Pharmaceuticals’ Chief Operating Officer from February 2014 to May 2017 and as Tokai’s Chief Financial Officer from September 2016 to May 2017. Mr. McBride previously served as Tokai’s interim Chief Financial Officer from April 2014 until September 2014. Prior to joining Tokai, Mr. McBride founded and served as President of Alliance Life Science Advisors, Inc., where he was active from March 2012 until February 2014 and became active again beginning in June 2017 until August 2019. Prior to founding Alliance Life Science Advisors, Inc., Mr. McBride was an independent consultant from January 2009 until March 2012. In addition, Mr. McBride previously served as Executive Vice President and Chief Operating Officer of Gloucester Pharmaceuticals, Inc., Global Head of Oncology Licensing at Pharmacia Corporation, Executive Vice President, Business Operations and Chief Financial Officer at CytoTherapeutics, Inc., Vice President, Business Development and Treasurer at Phytera, Inc., Vice President, Commercial Development at Sparta Pharmaceuticals, Inc. and Vice President, Business Development at U.S. Bioscience, Inc. Mr. McBride holds a B.S. in Biochemistry and an M.S. in Chemical Engineering from the University of Wisconsin and an M.B.A from the Wharton School, University of Pennsylvania. We believe Mr. McBride is qualified to serve on our Board due to his extensive knowledge of the Company and our industry.

  6. Class III Directors

    Class III Directors David-Alexandre C. Gros, M.D. has been a member of our Board and the Company’s Chief Executive Officer since September 2020. Dr. Gros served as an advisor to Eledon since May 2020. He joined Eledon from Imbria Pharmaceuticals, Inc., a clinical-stage biotechnology company, where from May 2018, he was Co-Founder, Chief Executive Officer and served on its board of directors, including as Chairman. Prior to Imbria, Dr. Gros was President and Chief Operating Officer of Neurocrine Biosciences, Inc., Chief Business and Principal Financial Officer of Alnylam Pharmaceuticals, Inc., and Chief Strategy Officer of Sanofi, S.A. Before joining Sanofi, Dr. Gros held leadership positions in healthcare investment banking at Centerview Partners, LLC, and Merrill Lynch, Pierce, Fenner & Smith Inc., and in healthcare consulting at McKinsey & Company. He previously served on the Board of Directors of Eliem Therapeutics, Inc., a biotechnology company which he co-founded, and of Saint Jean Groupe, S.A., a French manufacturer of pasta products. Dr. Gros earned his Doctor of Medicine from The Johns Hopkins University School of Medicine, a Master of Business Administration from Harvard Business School, and a Bachelor of Arts from Dartmouth College. We believe Dr. Gros is qualified to serve on our Board due to his strong scientific background, his extensive knowledge of the Company and experience in our industry. Jan Hillson, M.D. has served as a member of our Board since July 2021 and currently serves on our science and technology committee. Dr. Hillson has served as interim Chief Medical Officer of GlycoEra AG, a private company focused on precision degradation of extracellular proteins and is a partner at Cascadia Drug Development Group since February 2024. Dr. Hillson previously served as Senior Vice President of Clinical Development at Provention Bio, a clinical stage public company focused on debilitating and life-threatening immune-mediated disease from November 2021 to February 2024. From June 2019 to November 2021, Dr. Hillson served as Senior Vice President of Clinical Development at Alpine Immune Sciences. From December 2016 to June 2019, Dr. Hillson was Senior Vice President of Drug Development for ChemoCentryx, and, before that, served as Vice President of Clinical and Translational Research at Momenta Pharmaceuticals. Earlier in her career, she served in senior roles at ZymoGenetics/Bristol Myers Squibb and Xcyte Therapies. Dr. Hillson also served as a member of the Clinical Faculty at Harvard Medical School (Cambridge Health Alliance), Assistant Professor at the University of Washington, and Division Head at Virginia Mason Medical Center. Dr. Hillson is a licensed rheumatologist and continues to care for patients. She received her MD from Stanford School of Medicine, an MS from the California Institute of Technology, an MS in Marine Chemistry from Scripps Institute of Oceanography, and a BS from Michigan State University. We believe Dr. Hillson is qualified to serve on our Board due to her strong scientific background and experience in our industry. James Robinson, has served as a member of the Board of Directors of Eledon Pharmaceuticals, Inc. since October 2023 and currently serves as the Chair of our compensation committee. Mr. Robinson has served as Chief Executive Officer and Director of A2 Biotherapeutics, Inc., a clinical stage private company focused on cell therapy for multi types of cancer since April 2024. Mr. Robinson previously served as Chief Executive Officer and Director of Urovant Sciences from March 2020 to July 2023, guiding the company through its first product launch, and subsequent acquisition by Sumitomo Dainippon Pharma. From April 2019 to March 2020, Mr. Robinson was President and Chief Operating Officer of Paragon Biosciences. From March 2018 to April 2019, Mr. Robinson served as President and COO of Alkermes. Prior to Alkermes, Mr. Robinson spent over 12 years at Astellas Pharma, one of the leaders in the field of solid organ transplant, where he served as President of the Americas and was responsible for approximately $4 billion in revenue generation. Mr. Robinson also serves on the Board of Directors of UroGen Pharma (Nasdaq: URGN) and Petauri Health. He previously served on the Board of Directors for Neos Therapeutics, Applied Genetic Technologies Corp. and Pharmaceutical Research and Manufacturers of America (PhRMA), where he served as Chairman of PhRMA’s State Committee. He earned a Bachelor of Science in marketing from DePaul University. We believe Mr. Robinson is qualified to serve on our Board due to his experience at multiple public pharmaceutical companies and his extensive knowledge of the Company and experience in our industry.

  7. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned by our named executive officers during the years ended December 31, 2023 and 2022.

  8. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | David-Alexandre C. Gros, M.D. | 2023 | $559,478 | $286,383 | $1,686,802 | $20,490 | $2,553,153 | | Chief Executive Officer | 2022 | $532,503 | $256,702 | $310,538 | $18,750 | $1,118,493 | | Steven Perrin, Ph.D. | 2023 | $437,439 | $175,619 | $906,435 | $21,090 | $1,540,583 | | President and Chief Scientific Officer | 2022 | $417,052 | $167,256 | $445,679 | $19,590 | $1,049,577 | | Paul Little | 2023 | $441,448 | $159,506 | $699,132 | $21,090 | $1,321,176 | | Chief Financial Officer | 2022 | $421,051 | $175,031 | $445,679 | $15,631 | $1,057,392 |

  9. Summary Compensation Table

    (1) The amounts reported for 2023 and 2022 represent bonuses earned in 2023 and 2022, and paid in February 2024 and 2023, respectively, based on the achievement of pre-established performance goals as determined by our Board. (2) These amounts represent the aggregate grant date fair value of awards for 2023 and 2022 computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. See Note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying the valuation of equity grants. (3) Represents the value of the company-paid premiums for group term life insurance and 401(k) matching contributions.

  10. Outstanding Equity Awards at Fiscal Year End 2023

    Outstanding Equity Awards at Fiscal Year End 2023 The following table sets forth information regarding outstanding equity awards held by our named executive officers during the year ended of December 31, 2023.

  11. Outstanding Equity Awards at Fiscal Year End 2023

    | Option Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(1) | Option Exercise Price ($) | Option Expiration Date | | David-Alexandre C. Gros, M.D. | — | 383,299(2) | 1,533,197 | $2.30 | 05/01/2033 | | ; | — | 300,000(3) | | $3.08 | 02/01/2033 | | ; | 70,400 | 83,200(4) | | $3.97 | 02/01/2032 | | | 47,250 | 60,750(5) | | $3.97 | 02/01/2032 | | | 825,054 | 190,398(6) | | $9.00 | 09/08/2030 | | Steven Perrin, Ph.D. | — | 317,147(2) | 1,268,586 | $2.30 | 05/01/2033 | | | — | 155,000(3) | | $3.08 | 02/01/2033 | | | 67,813 | 87,187(5) | | $3.97 | 02/01/2032 | | | 436,467 | — | | $9.00 | 09/13/2030 | | | 606,316 | — | | $6.85 | 09/08/2030 | | | 142,833 | — | | $8.91 | 01/29/2030 | | | 118,097 | — | | $8.91 | 01/29/2030 | | | 61,831 | — | | $8.91 | 01/29/2030 | | Paul Little | | 198,126(2) | 792,503 | $2.30 | 05/01/2033 | | | — | 155,000(3) | | $3.08 | 02/01/2033 | | | 67,813 | 87,187(5) | | $3.97 | 02/01/2032 | | | 110,000 | 50,000(7) | | $13.94 | 03/15/2031 |

  12. Outstanding Equity Awards at Fiscal Year End 2023

    (1) Represents the following numbers of shares of Common Stock potentially issuable upon the exercise of options granted to each of the following individuals, in each case, as a performance-based stock option: (i) 1,533,197 to Dr. Gros; (ii) 1,268,586 to Dr. Perrin; and (iii) 792,503 to Paul Little. The performance-based stock options are subject to performance-based vesting requirements that are based on the same clinical development milestones applicable to the Second and Third Closings in the Private Placement. Further, upon such Second Closing and Third Closing, a full or prorated amount of each closing installment shall vest based on the percentage of funding received relative to the total funding opportunity represented by the Purchasers' Second Closing and Third Closing subscription amounts. (2) This option will vest as to 25.000% of the shares underlying the option on May 1, 2024 and vests as to an additional 6.25% of the shares underlying the option on the 1st day of each quarter thereafter through May 1, 2027. (3) This option will vest as to 25.000% of the shares underlying the option on February 1, 2024 and vests as to an additional 6.250% of the shares underlying the option on the 1st day of each quarter thereafter through February 1, 2027. (4) This option will vest as to 25.000% of the shares underlying the option on February 1, 2023 and vests as to an additional 1/48th of the shares underlying the option on the 1st day of each month thereafter through February 1, 2026. (5) This option will vest as to 25.000% of the shares underlying the option on February 1, 2023 and vests as to an additional 6.250% of the shares underlying the option on the 1st day of each quarter thereafter through February 1, 2026. (6) This option vests as to 25.000% of the shares underlying the option on September 9, 2021 and vests as to an additional 2.083% of the shares underlying the option on the 9th day of each month thereafter through September 9, 2024. This option vests as to 25.000% of the shares underlying the option on March 15, 2022 and vests as to an additional 6.250% of the shares underlying the option on the 15th day of each quarter thereafter through March 15, 2025.

  13. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information regarding the Company’s performance and the “compensation actually paid” ("CAP") to our named executive officers, as calculated in accordance with SEC disclosure rules:

  14. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on:(3) | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(2) | Company Total Shareholder Return(4) | Net Loss (thousands) | | 2023 | $2,553,153 | $404,580 | $1,430,880 | $710,034 | $11.69 | $(40,326) | | 2022 | $1,118,493 | $(1,975,346) | $1,053,486 | $151,145 | $14.81 | $(87,966) | | 2021 | $747,504 | $(4,786,792) | $2,059,847 | $797,373 | $28.64 | $(34,506) |

  15. Pay Versus Performance Table

    (1) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the year indicated for Dr. Gros and (ii) the average of the total compensation reported in the Summary Compensation Table for the year indicated for the Company's named executive officers other than Dr. Gros. The Company’s other named executive officers were Dr. Perrin and Mr. Little for 2023 and 2022 and Mr. Little and Mr. Smith for 2021. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. Compensation Actually Paid reflects the Summary Compensation Table Total with certain adjustments as set forth in the table following this footnote. (3) Total Shareholder Return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020.

  16. Pay Versus Performance Table

    | Year | Summary Compensation Table Total(1) | (Minus) Fair Value of Awards Granted in Fiscal Year(2) | Plus Fair Value of Outstanding and Unvested Awards Granted in Fiscal Year(3) | (Minus) Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Fiscal Years(4) | Plus Fair Value at Vesting of Awards Granted in Fiscal Year that Vested During Fiscal Year(5) | Plus/(Minus) Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years that Vested During Fiscal Year(6) | (Minus) Fair Value as of Prior Fiscal Year-End of Awards Granted in Prior Fiscal Years that Failed to Vest During Fiscal Year(7) | Equals Compensation Actually Paid | | David-Alexandre C. Gros | | | | | | | | | | 2023 | $2,553,153 | $(1,686,802) | $1,058,491 | $(1,404,443) | $- | $(115,819) | $- | $404,580 | | 2022 | $1,118,493 | $(310,538) | $146,445 | $(2,692,662) | $- | $(237,084) | $- | $(1,975,346) | | 2021 | $747,504 | $- | $- | $(3,296,735) | $- | $(2,237,561) | $- | $(4,786,792) | | Other Named Executive Officers (Average) | | | | | | | | | | 2023 | $1,430,880 | $(802,784) | $531,952 | $(419,673) | $- | $(30,341) | $- | $710,034 | | 2022 | $1,053,486 | $(445,679) | $210,176 | $(533,527) | $- | $(133,311) | $- | $151,145 | | 2021 | $2,059,847 | $(1,578,400) | $315,926 | $- | $- | $- | $- | $797,373 |

  17. Pay Versus Performance Table

    (1) Represents total compensation reported in the Summary Compensation Table for the year indicated. With respect to other named executive officers, amounts shown represent averages. (2) Represents the fair value of the stock option awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. Represents the change in fair value during the indicated fiscal year of each option award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. Represents the fair value at vesting of the option awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (6) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award that were granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (7) Represents the fair value as of the last day of the prior fiscal year of the option award that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. Compensation Actually Paid ($ in 000s) $600 $400 $200 $0 ($200) ($400) ($600) ($800) ($1,000) ($1,200) ($1,400) ($1,600) 2020 2021 2022 $120.00 $100.00 $80.00 $60.00 $40.00 $20.00 $- TSR $100.00 $361 $68 $29.40 $(1,092) $(1,456) $15.20 PEO Compensation Actually Paid Eledon TSR Average NEO Compensation Actually Paid Relationship Between Pay and Performance As noted above, as is the case with many companies in the biotechnology industry, the Company’s incentive objectives are generally tied to our strategic and operational goals rather than financial goals. Accordingly, our compensation program is not influenced by financial metrics, such as net income. For 2021, our net loss was $34,506,000 as compared to the “compensation actually paid” of ($4,786,792) for Dr. Gros and $797,373 for the average of our other named executive officers. In 2022, our net loss was $87,966,000, while the “compensation actually paid” was ($1,975,346) for Dr. Gros and $151,145 for our other named executive officers. With respect to 2023, our net loss was $40,326,000, while the “compensation actually paid” was $404,580 for Dr. Gros and $710,034 for our other named executive officers. The fluctuations in our CAP were driven by the fluctuations in our stock price over the three-year period, particularly in light of the leverage of our executive compensation program towards equity awards. The following graphic illustrates the relationship between the CAP to the PEO and average NEO and the Company’s TSR. We are a clinical stage biotechnology company with no products approved for commercial sale and have not generated any revenue since our inception. Consequently, we did not use net income (loss) as a performance measure in our executive compensation program and we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs As described in Executive Compensation on page 18, the principal incentive elements in our executive compensation program were delivered in the form of annual incentives and equity awards. As is the case with many companies in the biotechnology industry, our annual incentive objectives are generally tied to the Company’s strategic and operational goals rather than financial goals. The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the named executive officers for 2023: • Initiated and enrolled first participant in the Phase 2 BESTOW trial to evaluate tegoprubart for the prevention of rejection in kidney transplant recipients; • Enrolled participants in the Phase 1b trial to evaluate tegoprubart for the prevention of rejection in kidney transplant recipients; • Initiated and enrolled first participant in the Phase 2 open-label extension study; • Reported updated safety and efficacy data from the ongoing Phase 1b open-label trial evaluating tegoprubart for the prevention of rejection in patients undergoing kidney transplant; • Announced the use of tegoprubart as a component of the immunosuppressive treatment regimen to prevent rejection in both kidney and heart pig-to-human xenotransplantations; • Completed financing of up to $185 million, with $35 million in upfront funding and additional aggregate financing of up to $105 million, subject to achieving clinical development milestones, volume weighted share price levels, and trading volume conditions, as well as up to an additional $45 million upon exercise of warrants; and Completed subcutaneous route of administration study on non-human primates.

  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  19. 2023 Non-Employee Director Compensation Policy

    2023 Non-Employee Director Compensation Policy Our Board has approved a compensation policy for our non-employee directors that is designed to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Under our non-employee director compensation policy, we pay each of our non-employee directors a cash retainer for service on the Board and for service on each committee on which the director is a member. The Board Chair and chair of each committee receives an additional retainer for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our Board.

  20. Fiscal Year 2023 Director Compensation Table

    Fiscal Year 2023 Director Compensation Table The compensation provided to our non-employee directors in 2023 is enumerated in the table below. The table excludes David-Alexandre C. Gros, M.D., our CEO, and Steve Perrin, Ph.D, our President and Chief Scientific Officer, both of whom served as executive officers in 2023. Neither Dr. Gros nor Dr. Perrin received any compensation for serving as a director in 2023. The following table sets forth information regarding compensation earned by our non-employee directors during for the year-ended December 31, 2023:

  21. Fiscal Year 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Option Awards (1) | Total Compensation | | Keith A. Katkin(2) | $183,750 | $1,332,880 | $1,516,630 | | Jan Hillson, M.D.(2) | $49,875 | $303,567 | $353,442 | | Allan D. Kirk, M.D., Ph.D., FACS(2,3) | $14,069 | $184,729 | $198,798 | | June Lee, M.D.(2) | $70,875 | $303,567 | $374,442 | | Gary Lyons(2,4) | $34,125 | $303,567 | $337,692 | | John S. McBride(2) | $68,250 | $303,567 | $371,817 | | Walter Ogier(2) | $68,250 | $303,567 | $371,817 | | James Robinson(2,5) | $17,063 | $184,729 | $201,792 |

  22. Fiscal Year 2023 Director Compensation Table

    (1) The dollar amounts in this column represent the grant date fair value of the stock options granted during 2023. These amounts have been calculated in accordance with Financial Accounting Standards Board (“FASB”) ASC 718, Compensation – Stock Compensation, and, with respect to stock options, using the Black-Scholes option-pricing model. For a discussion of valuation assumptions, see Note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying the valuation of equity awards. These amounts do not necessarily correspond to the actual value that may be recognized from the stock options by the applicable directors. Amounts reported include the value of the May 2023 grants described above that were made in connection with the transactions entered into under the 2023 Securities Purchase Agreement. (2) As of December 31, 2023, each non-employee director held the following number of outstanding and unexercised options: Mr. Katkin 1,124,272 options, Dr. Hillson 230,437 options, Dr. Kirk 150,437 options, Dr. Lee 230,437 options, Mr. Lyons 257,898, Mr. McBride 258,591 options, Mr. Ogier 438,221 options and Mr. Robinson 150,437 options. (3) Dr. Kirk was appointed to the Board effective October 2, 2023. (4) Mr. Lyons retired from the Board effective June 21, 2023. Mr. Robinson was appointed to the Board effective October 1, 2023.

  23. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Certificate of Incorporation provides for a classified board of directors. This means our Board is divided into three classes, with each class having as nearly as possible an equal number of directors. The term of service of each class of directors is staggered so that the term of one class expires at each annual meeting of the stockholders. Our Board currently consists of nine members, divided into three classes as follows: • Class I is comprised of Steven Perrin, Ph.D., Walter Ogier and June Lee, M.D., each with a term ending at the annual meeting of stockholders; • Class II is comprised of Keith A. Katkin, John S. McBride and Allan Kirk, M.D., Ph.D., FACS, each with a term ending at the 2025 annual meeting of stockholders; • Class III is comprised of David-Alexandre C. Gros, M.D., Jan Hillson, M.D., and James Robinson each with a term ending at the 2026 annual meeting of stockholders. At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring. Our Board, on the recommendation of our nominating and corporate governance committee, has nominated Steven Perrin and June Lee for election as Class I directors, with a term ending at the 2027 annual meeting of stockholders. Dr. Perrin has been a member of the Board and Chief Scientific Officer since September 2020, and Dr. Lee has served as a member of our Board since December 2020 and currently serves on our compensation committee, nomination and corporate governance committee and Chair of our science and technology committee. Drs. Perrin and Lee were both previously elected to our Board at the 2021 annual meeting of stockholders. For additional information regarding our director nominees and continuing directors, see “Board of Directors and Corporate Governance” above. The term of office of Walter Ogier, a current Class I director, will end at the Annual Meeting and, accordingly, Mr. Ogier will be retiring from the Board at such time. The Board intends to decrease the size of the Board to eight directors as of the Annual Meeting. As a result, stockholders may not vote for more than two nominees for election as Class I directors at the Annual Meeting. Unless otherwise instructed in the proxy, all proxies will be voted “FOR” the election of Steven Perrin, Ph.D. and June Lee, M.D. to a three-year term ending at the 2027 annual meeting of stockholders, to hold office until their respective successors have been duly elected and qualified, or until their earlier death, resignation or removal. Each nominee has indicated a willingness to continue to serve as director, if elected. In the event that a nominee should be unable or unwilling for good cause to serve if elected, discretionary authority is reserved for the named proxy holders to vote for a substitute nominee, or to reduce the number of directors on our Board. We do not expect that any of the nominees will be unable or unwilling for good cause to serve if elected.