DEF 14A of Enanta Pharmaceuticals Inc
Filed Jan 27, 2025 · FY20240000950170-25-009168
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors has fixed the number of directors at seven. Under our charter, our Board is divided into three classes, with each class having as nearly as possible an equal number of directors. The term of one class expires, with their successors being subsequently elected to a three-year term, at each annual meeting of stockholders. At the 2025 Annual Meeting, the two nominees named in this proxy statement as Class III Directors will be elected to hold office for three years until their successors are elected and qualified. The Board has nominated Mark G. Foletta and Lesley Russell, MBChB, MRCP, for re-election as Class III Directors at the upcoming annual meeting. Mr. Foletta and Dr. Russell are independent directors as defined by applicable Nasdaq Stock Market standards governing the independence of directors. Each nominee has consented to serve, if elected. If any nominee is unable to serve, proxies will be voted for any replacement candidate nominated by our Board of Directors.
Votes Required
Votes Required Directors will be elected by a plurality of the votes cast by the stockholders entitled to vote on this proposal at the meeting. Broker non-votes and proxies marked to withhold authority with respect to one or more Class III directors will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the election.
Nominees for Director and Current Directors
Nominees for Director and Current Directors Current SEC rules require us to discuss briefly the specific experience, qualifications, attributes or skills that led the Board to conclude that each director or nominee for director should serve on our Board of Directors. The following matrix summarizes the significant experience and skills of each of our directors that we think is especially relevant to his or her service on our Board. We have also provided this discussion in a separate paragraph immediately below the biographical information provided for each director further below.
Nominees for Director and Current Directors
| Board Experience Matrix (As of December 16, 2024) | | | | | | | | | Biotech Experience | Carter | Foletta | Hata | Luly | Peterson | Russell | Vance | | Biotech Industry | | | | | | | | | Business Development and M&A | | | | | | | | | Therapeutic Drug Development | | | | | | | | | Finance and Audit | | | | | | | | | Strategic Partnering | | | | | | | | | Senior Executive Roles | | | | | | | | | Public Company Boards | | | | | | | |
Nominees for Director and Current Directors
We value diversity and believe that diversity among the directors as to professional and personal experiences is desirable. The Board Diversity Matrix below summarizes certain self-identified personal characteristics of our Board members as of December 16, 2024. The statistical information set forth below is unchanged from the information provided in the proxy statement for our 2024 annual meeting of stockholders.
Board Diversity Matrix
Board Diversity Matrix
Total Number of Directors – 7
Total Number of Directors – 7
Total Number of Directors – 7
| | Female | Male | Non-Binary | Did Not Disclose Gender | | Directors | 2 | 5 | — | — | | Number of Directors who identify in Any of the Categories Below: | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | 1 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 4 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | — | — | — | — |
Total Number of Directors – 7
The following table contains biographical information as of December 16, 2024, about the nominees for Class III directors and our current directors whose terms of office will continue after the annual meeting. The table includes information provided by the directors individually as to their age, current position, principal occupation and experience for the past five years, and the names of other public companies for which they currently serve as a director or have served as a director during the past five years. As you read the disclosure, please keep in mind that any specific qualification, attribute or skill that is attributed to one director should not necessarily imply that other directors do not possess that qualification, attribute or skill. Furthermore, this disclosure does not impose on any director any duties, obligations or liability that are greater than the duties, obligations, and liability imposed on each other member of the Board. Because the discussion of the specific experience, qualifications, attributes or skills of a director is to be made each year in light of Enanta’s business and structure at that time, the content of this discussion may change for one or more directors in future years.
Total Number of Directors – 7
| Name and Age | Business Experience During Past Five Years and Other Directorships | Director Since | | | Class III Directors (present term expires in 2025, nominees for election at the Annual Meeting) | | | Mark G. Foletta, Age 64 | Mark G. Foletta was elected to our Board of Directors in June 2020. Mr. Foletta had been the Chief Financial Officer and Executive Vice President of Tocagen, Inc., a public biotechnology company, from February 2017 until its merger with Forte Biosciences in June 2020. Mr. Foletta previously served as Senior Vice President, Finance and Chief Financial Officer of Amylin Pharmaceuticals, Inc., a publicly traded pharmaceutical company, from March 2006 through Amylin’s acquisition by Bristol Myers-Squibb Company in August 2012, and as Vice President, Finance and Chief Financial Officer of Amylin from 2000 to 2006. Previously, Mr. Foletta held a number of management positions with Intermark, Inc. and Triton Group Ltd. from 1986 to 2000 and served as Audit Manager with Ernst & Young. From August 2015 to July 2016, Mr. Foletta served as the interim CFO of Biocept, Inc., a public diagnostics company. Mr. Foletta is an | 2020 |
Total Number of Directors – 7
| | independent director of DexCom, Inc., a public medical device company where he also serves as Lead Director, and AMN Healthcare Services, Inc., a public healthcare services company. Mr. Foletta received a B.A. in Business Economics from the University of California, Santa Barbara. We believe that Mr. Foletta’s considerable audit and financial experience in the biotechnology and healthcare sectors qualifies him to serve on our Board of Directors. | | | Lesley Russell, MBChB, MRCP Age: 64 | Lesley Russell, MBChB, MRCP, was elected to our Board of Directors in November 2016. Dr. Russell served as Chief Medical Officer of Innocoll Holdings Plc., a public biotechnology company, from April 2016 until November 2017, prior to which Dr. Russell served as Chief Operating Officer and Chief Medical Officer of TetraLogic Pharmaceuticals, another public biotechnology company, from August 2013. Dr. Russell was a medical executive with Cephalon, Inc. from January 2000 to 2011, most recently as Executive Vice President and Chief Medical Officer from September 2006 until October 2011, when Cephalon was acquired by Teva Pharmaceuticals. Dr. Russell served as a Senior Vice President and Global Head, Research and Development for Global Branded Products from the acquisition until July 2012. Dr. Russell previously held positions in medical research at US Bioscience, Eli Lilly and Amgen. Dr. Russell is an independent director of Imugene Limited, an Australian public biotechnology company, and Chimeric Therapeutics Limited, an Australian public biotechnology company. She also previously served during the past five years as an independent director of AMAG Pharmaceuticals, Inc., a public specialty pharmaceutical company, and Endocyte Pharmaceuticals, Inc., a public biotechnology company. Dr. Russell holds a Bachelor of Medicine, Bachelor of Surgery (MBChB) from the University of Edinburgh and is a member of the Royal College of Physicians (MRCP), UK. We believe that Dr. Russell is qualified to serve on our Board of Directors due to her business and drug development experience, her service on other public company boards and her knowledge of our industry. | 2016 |
Total Number of Directors – 7
| | Class I Directors (present term expires in 2026) | | | Bruce L. A. Carter, Ph.D. Age: 81 | Bruce L.A. Carter, Ph.D. has served on our Board of Directors since November 2013 and as our non-executive Chairman of the Board since December 2015. Dr. Carter has been an Affiliate Professor in the Department of Biochemistry at the University of Washington, Seattle, Washington since 1986. He served as Executive Chairman of Immune Design Corp., a privately held biotechnology company, from November 2009 to November 2011, and he served as a director from 2000 to January 2009. From 1998 to 2009, Dr. Carter served as President and Chief Executive Officer of ZymoGenetics, Inc., a public biotechnology company, and as its Chairman of the Board from 2005 until it was acquired by Bristol-Myers Squibb in October 2010. From 1994 to 1999, Dr. Carter was the Chief Scientific Officer of Novo Nordisk, a public pharmaceutical company. Previously he held positions in research at ZymoGenetics and G.D. Searle & Co. Ltd. Dr. Carter serves as a director of Mirati Therapeutics, a public biopharmaceutical company. He also previously served during the past five years as an independent director of Dr. Reddy’s Laboratories Limited, a public pharmaceutical company. Dr. Carter holds a Ph.D. in microbiology from Queen Elizabeth College, | 2013 |
Total Number of Directors – 7
| | University of London and a B.Sc. with Honors in botany from the University of Nottingham, England. We believe that Dr. Carter is qualified to serve on our Board of Directors due to his business and scientific experience as a pharmaceutical executive in Europe and the United States and as chief executive officer of a biotechnology company, in addition, to his experience as a director of several companies in our industry. | | | Jay R. Luly, Ph.D. Age: 68 | Jay R. Luly, Ph.D. has served as our President and Chief Executive Officer and as a member of our Board of Directors since July 2003. Prior to joining Enanta, Dr. Luly was an Entrepreneur in Residence at Oxford Bioscience Partners. Before joining Oxford in March 2002, Dr. Luly held the positions of Senior Vice President, Research and Development Operations and Senior Vice President, Discovery Strategy and Operations at Millennium Pharmaceuticals following Millennium’s merger with LeukoSite, Inc., where he had served as Senior Vice President, Drug Discovery and Preclinical Development. Prior to joining LeukoSite, he held a number of senior drug discovery positions at Abbott Laboratories from 1983 to 1997. Dr. Luly received a B.S. from the University of Illinois at Urbana-Champaign and a Ph.D. in synthetic organic chemistry from the University of California, Berkeley. We believe that Dr. Luly is qualified to serve on our Board of Directors due to his service as our President and Chief Executive Officer and his extensive knowledge of our company and industry. | 2003 |
Total Number of Directors – 7
| | Class II Directors (present term expires in 2027) | | | Yujiro S. Hata Age: 50 | Yujiro S. Hata was elected to our Board of Directors in August 2021. Mr. Hata currently serves as Chief Executive Officer of IDEAYA Biosciences, an oncology-focused precision medicine company, which he founded in 2015 while an Executive-in-Residence at 5AM Ventures, a position he held from 2015 to 2018. From 2014 to August 2015, he served as Chief Operating Officer at Flexus Biosciences, Inc and FLX Bio, Inc., both immuno-oncology companies, which he joined as start-ups and led through Flexus’ acquisition by Bristol-Myers Squibb Co. in April 2015. Mr. Hata held business development roles at Onyx Pharmaceuticals from 2010 until its acquisition by Amgen in October 2013, serving most recently as Vice President, Corporate Development and Strategy. Previously he held business and corporate development roles at Enanta, Genome Therapeutics and ImClone Systems. Mr. Hata previously served from 2015 to 2022 as a director of Xencor, Inc., a biotechnology company. Mr. Hata obtained his B.A. in Chemistry from Colorado College and his M.B.A. from The Wharton School at the University of Pennsylvania. We believe that Mr. Hata is qualified to serve on our Board of Directors due to his executive management, business and corporate development and M&A experience in several biotechnology companies, both public and private. | 2021 | | Kristine Peterson Age: 65 | Kristine Peterson has served as a member of our Board of Directors since September 2017. Ms. Peterson has over 30 years of senior executive experience in commercial and business leadership roles in the pharmaceutical and biotechnology industry. From 2009 to 2016, Ms. Peterson served as Chief Executive Officer of Valeritas, Inc., a | 2017 |
Total Number of Directors – 7
| | commercial-stage medical technology company where, under her leadership, the organization evolved from a research stage company to a commercial enterprise. Previously she held executive leadership and global marketing roles at Johnson & Johnson from 2004 to 2009, most recently as Company Group Chair, Biotech Sector, where she was responsible for commercial, R&D, and biologics manufacturing for oncology, immunology and cell therapy. From 2003 to 2004, she served as Senior Vice President, Commercial Operations for Biovail Corporation and President of Biovail Pharmaceuticals. Earlier in her career, she spent 20 years at Bristol-Myers Squibb Company in senior sales and marketing roles of increasing responsibility in a broad range of therapeutic areas that included Cardiovascular, Metabolic, Anti-infective, Virology, Neuroscience, Immunology/Inflammation, Pulmonary, and Oncology. Ms. Peterson currently serves on the Boards of Directors of Immunocore, plc and ArriVent BioPharma, Inc. She has also served on the Board of Directors of Immunogen, Inc., EyePoint Pharmaceuticals, Inc., Paratek Pharmaceuticals, Inc. and Amarin Corporation plc. Ms. Peterson received a Master of Business Administration and a Bachelor of Science from the University of Illinois at Urbana-Champaign. We believe that Ms. Peterson is qualified to serve on our Board of Directors due to her executive management and sales and marketing experience in large pharmaceutical companies and smaller biotechnology companies and her other public company board experience. | | | Terry C. Vance Age: 68 | Terry C. Vance has served as a member of our Board of Directors since June 2011. From June 2013 until November 2018, Mr. Vance was Chief Business Officer of BioMotiv, LLC, a drug development company affiliated with The Harrington Project. Until January 2018, Mr. Vance was a Managing Member of EGS Healthcare, a late-stage venture capital fund that he co-founded in 2000. Before starting EGS Healthcare, Mr. Vance was a founding partner in Eagle Advisors, which provided strategic advice to emerging biotechnology companies. Prior to Eagle, Mr. Vance was an investment banker, first with Salomon Brothers and then with Goldman Sachs, where he was a vice president in the Capital Markets Division. Mr. Vance received an AB from Princeton University and an MBA from Stanford University. We believe that Mr. Vance is qualified to serve on our Board of Directors due to his business and financial experience as a venture capital investor and investment banker in our industry. | 2011 |
Total Number of Directors – 7
We recommend a vote “FOR” each of our two Class III director nominees.
Our Executive Compensation Philosophy
Our Executive Compensation Philosophy We rely on the expertise of our executive management team to drive overall company performance. Our compensation program is intended to align the interests of our Named Executive Officers with those of our stockholders by measuring and rewarding their performance against our research and development objectives. Consistent with this pay-for-performance philosophy, our Compensation Committee has structured certain elements of the compensation program for our executive officers, including our NEOs, to reward performance by emphasizing equity compensation opportunities, as well as variable cash incentives that are based on corporate performance measured against annual objectives that are pre-established by our Compensation Committee. In addition, a significant component of the executive equity compensation program is based on corporate performance against two-year research and development and business development objectives and relative total stockholder return. Our Compensation Committee has determined that our executive compensation program will generally over time target the executive team’s base salaries, total target cash compensation and equity awards to those of executives in the 50th percentile of comparable executives in our peer group companies. Before fiscal 2024, the equity awards were time-based, with an opportunity for additional equity participation above the 50th percentile based on performance awards. In those years, the performance awards vest (i) in part only if Enanta achieves high levels of performance against the company’s longer-term research and development objectives and (ii) in part only if there has been an increase in the value of Enanta’s stock and the value of Enanta’s stock has performed better than that of a designated percentage of the traded stocks of other public biotechnology companies in the Nasdaq Biotechnology Index. Beginning in fiscal 2024, the performance awards have been used as 20% of our executive team’s total equity compensation at the 50th percentile level, with limited opportunity for participation above the 50th percentile only if performance exceeded levels set for the targeted amounts of the performance awards. Beginning in fiscal 2024, the performance awards still vest in part only if Enanta achieves high levels of performance against Enanta’s longer-term research and development objectives, but they also vest in part in varying percentages if the value of Enanta’s stock has performed in at least the 40th percentile of the traded stocks of other public biotechnology companies in the Nasdaq Biotechnology Index. Our compensation philosophy is designed to promote our corporate objectives. Our guiding principles focus on: • Attracting, retaining and motivating top talent; • Aligning executive compensation with the attainment of our research and development objectives and business strategy; • Rewarding executives for achievement of near and long-term individual and corporate goals; and Aligning executive compensation with long-term stockholder value and accomplishments that we believe will increase the value of Enanta in the long term.
Compensation Committee
Compensation Committee Our Board of Directors has delegated authority to our Compensation Committee, which currently consists of four of our six non-employee directors, to provide oversight of our executive compensation program for our NEOs as well as our other executive officers. Our Compensation Committee reviews and evaluates the executive compensation program on an annual basis to ensure that the program is aligned with our compensation philosophy. At the end of each calendar year our Compensation Committee reviews and approves the corporate objectives proposed by management for the coming year and the specific milestones for the performance unit awards that will vest in two years’ time based on achievement of those milestones. Since our compensation program is administered on a calendar year basis, our Compensation Committee at its regularly scheduled November meeting typically reviews our corporate performance for the year and takes the following actions: (i) determines annual variable cash compensation; (ii) sets base salary and target percentages of base salary for variable cash compensation for the calendar year beginning January 1; (iii) grants time-based equity awards; and (iv) determines the number of shares that will be subject to performance unit awards. Our Compensation Committee reviews these actions with the other non-employee directors for their input before finalizing them. In addition, our Compensation Committee makes recommendations to our Board of Directors, based on recommendations made by our compensation consultant, regarding non-employee director fees and equity awards.
Role of Compensation Consultant
Role of Compensation Consultant Our Compensation Committee retains each year an independent compensation consulting firm to provide advisory services concerning our compensation programs for our executive officers. This consulting firm also reviews the fees and equity awards for non-employee directors. These services include recommendations regarding our compensation practices and, based on direction from our Compensation Committee, detailed analyses and recommendations based on the percentile rankings of comparable executives, as well as non-employee directors, in our peer group companies. Alpine Rewards LLC, or Alpine, was selected by our Compensation Committee for this role and assisted the committee by providing the following services in fiscal 2024: • Competitive benchmarking and market data analysis, including data used for determining each of the components of the compensation of our CEO, each of our other NEOs, and other members of our executive management team, as well as for our non-employee directors; • Advice on industry compensation practices, including the structure and mix of equity compensation; and • Participation in several of our Compensation Committee’s meetings in fiscal 2024. In addition, the members of the Alpine team provided advice to our Compensation Committee. Other than providing data as mentioned below, the Alpine team did not provide any other services to Enanta. Management works with Alpine at the direction of the Committee to provide the consultant with all information it deems necessary to advise the Committee. Alpine follows internal guidelines and practices to guard against any conflict of interest and to ensure the objectivity of its advice and has confirmed the same in writing to our Compensation Committee. After review and consultation with Alpine, our Compensation Committee has determined that Alpine is independent of the company and the members of the Committee. In August 2024, our Compensation Committee engaged Alpine to provide compensation consultant services for fiscal 2025. Alpine also advised our Compensation Committee on the composition of our peer group for purposes of year-end calendar 2024 compensation analysis and determinations reflected in this discussion and analysis.
Benchmarking and Use of Peer Group Data
Benchmarking and Use of Peer Group Data Our executive compensation program seeks to provide total compensation at pay levels of executives with similar roles at comparable companies when targeted levels of performance are achieved. Use of survey data from our peers plays a significant role in the structure of the compensation program because it is a primary input in setting target levels for base salaries, variable cash compensation and equity awards. These data also help to ensure that we provide compensation that is competitive with the market so that we can attract, retain and motivate talent. As indicated above, our Compensation Committee retained Alpine to conduct a study of peer companies for the purpose of reviewing the compensation levels of our executive team, including the NEOs. Alpine provided proposed changes to our peer group to our Compensation Committee and our Compensation Committee then reviewed the peer group and, based on the available data and input from members of the Committee, determined and approved the final peer group. Our Compensation Committee used the peer group data to help identify a reasonable benchmark for base salaries, target variable cash compensation, time-based equity awards and target performance-based equity awards and then analyzed company and individual performance to determine whether it was appropriate to move away from this baseline. Peer group data also played a role in determining the non-cash compensation that was paid to the NEOs, as the market data we obtained regarding companies in our peer group informed what types and amounts of non-cash compensation are appropriate for competitive purposes. The processes described above regarding the roles of the compensation consultant and management and the use of benchmarking and peer group data in fiscal 2024 are consistent with our Compensation Committee’s practices in prior years and with its continuing practices. We believe that the design of our executive compensation program, with its emphasis on reward for achievement of the key objectives that comprise our annual and long-term business plan, does not create incentives for our executives to take excessive or unnecessary risks that could threaten the value of our company. Our Compensation Committee retained Alpine to conduct a competitive benchmarking analysis on executive compensation for compensation decisions that were made at this committee’s September 2023 meeting. As an initial step in that process, Alpine reviewed the prior year’s criteria and, based on changes in our headcount and market capitalization, recommended changes for determining a peer group of companies that each met some or all of the following criteria, the first three of which were the primary criteria: U.S.-based public companies with lead products in Phase 2 or Phase 3 clinical development or on the market (with a preference for companies with partnered programs in biotech “hub” locations and those with a similar therapeutic focus); • Market capitalization generally between $150 million and $1.5 billion; • Annual revenue up to $200 million; • Research and development expenditures between $50 million and $450 million; and • 50 to 450 employees. Alpine reviewed the peer group approved by our Compensation Committee in calendar 2022 and determined that the profiles of these companies were within the calendar 2023 criteria, except for Amicus Therapeutics, Corcept Therapeutics, ImmunoGen, Insmed, Madrigal Pharmaceuticals, PTC Therapeutics and Vir Biotechnology, which were removed from the peer group primarily due to their being outside of our market capitalization or revenue criteria. Allovir, Arbutus Biopharma, Arcturus, Deciphera, Lexicon, MacroGenics and Omeros were then added to our peer group. Based on the criteria set forth above, the final group of peer companies approved by our Compensation Committee for calendar 2024 was composed of the following companies:
Benchmarking and Use of Peer Group Data
| Agios Pharmaceuticals Allovir Arbutus Biopharma Arcturus Therapeutics BioCryst Pharmaceuticals Deciphera Pharmaceuticals FibroGen | Heron Therapeutics Intercept Pharmaceuticals Karyopharm Therapeutics Lexicon Pharmaceuticals Ligand Pharmaceuticals MacroGenics Omeros | REGENXBIO Sangamo Pharmaceuticals Supernus Pharmaceuticals Theravance Biopharma Travere Therapeutics Vanda Pharmaceuticals Xencor |
Benchmarking and Use of Peer Group Data
For purposes of year-end calendar 2024 compensation analysis and determinations, which occurred after the fiscal 2024 data presented in this proxy statement, our Compensation Committee, with the assistance of Alpine, made several changes to the peer group in September 2024. At that time, the criteria were adjusted to focus on companies with annual revenues up to $200 million, market capitalization generally between $100 million and $1 billion and research and development expenditures between $50 million and $450 million. Our Compensation Committee removed from the peer group Agios, Allovir, BioCryst, FibroGen, Ligand, Supernus and Xencor based on their market capitalizations and Deciphera and Intercept, which had been acquired. Based on the revised criteria, our Compensation Committee added Allogene Therapeutics, Altimmune, Editas Medicines, Inovio Pharmaceuticals, Nektar Therapeutics, Puma Biotechnology, Rigel Pharmaceuticals, SAGE Therapeutics and Sutro Biopharma to our peer group for calendar year 2024 (fiscal 2025).
Advisory “Say-on-Pay” Vote
Advisory “Say-on-Pay” Vote At our 2024 Annual Meeting of Stockholders, approximately 79% of the shares voted on our annual “say-on-pay” proposal were cast in favor of the compensation of our named executive officers as disclosed in our 2024 proxy statement. Since the date of publication of the proxy statement for the 2024 Annual Meeting of Stockholders, neither our management nor our Compensation Committee has received any specific comments from stockholders regarding the Company's executive compensation. In response to the 2024 shareholder advisory vote on executive compensation, however, the Compensation Committee considered the results when determining the Company’s fiscal 2025 executive and NEO compensation in November 2024 and approved more modest equity awards for the NEOs relative to the executive compensation philosophy. The Compensation Committee also noted that the “Option Awards” and “Stock Awards” for fiscal 2023 disclosed in the summary compensation table were granted in November 2022 and December 2022, respectively, when the Company’s stock price accorded them a much higher value for financial reporting purposes than they had by the end of the year. The value of those awards by year-end is set forth in the Pay Versus Performance data of this proxy statement. Our Compensation Committee will continue to consider the results of shareholder advisory votes on executive compensation and the retention value of outstanding equity awards when making future decisions relating to our executive compensation programs and compensation for NEOs.
Executive Compensation Elements
Executive Compensation Elements The main components of our executive compensation program are: • Base salary; • Annual variable cash compensation; • Long-term equity incentives awards consisting of: • stock options (and typically restricted stock units) with time-based vesting; • restricted stock units with two types of performance-based vesting; and • Benefits, including 401(k) safe harbor match and medical benefits. The following discussion describes how each of these elements of compensation fit into our overall compensation objectives and describes how and why compensation decisions were made by our Compensation Committee with respect to each element based on our compensation consultant’s analysis of competitive market data and our annual review of corporate and individual performance.
Base Salaries
Base Salaries Base salaries are paid in order to provide a fixed component of compensation for our NEOs and other executive officers to reward the individual value that each executive officer brings to us through experience and past and expected future contributions to our success. At our Compensation Committee meeting on November 21, 2023, the Committee established the base salaries of the NEOs for calendar year 2023 to be within a range that is competitive with salaries paid to executives in the 50th percentile among comparable executives at companies in our peer group. Our Compensation Committee increased the base salary of our NEOs by approximately 3% from 2023 to 2024, primarily based on the applicable peer group data for comparable executives.
Long-term Equity Incentive Awards
Long-term Equity Incentive Awards Equity awards have the potential to be a significant component of each NEO’s compensation package. We emphasize equity awards to motivate our NEOs to drive the long-term performance of Enanta and to align their interests with those of our stockholders. We believe this emphasis is appropriate as these officers have the greatest role in establishing Enanta’s direction and should have a significant proportion of their compensation aligned with the long-term interests of stockholders. Our Compensation Committee has established two types of equity awards, each of which now has two components, to serve these long-term incentives. Equity Awards with Time-Based Vesting. Our Compensation Committee has traditionally made annual awards of stock options to provide a certain amount of equity to officers that will vest as long as the officer continues to work at Enanta. These grants align the interests of our NEOs with those of our stockholders because the grants will only have value if the market value of our common stock increases from the date of grant. To encourage retention and focus our executives on building long-term value for our stockholders, we structure our annual stock option awards so that they vest over a service period of four years. The size of stock option awards for our NEOs is then set within a range that is competitive with the Black-Scholes value of equity awards granted to comparable officers at companies in our peer group. The number of shares subject to each NEO stock option is based primarily on Alpine’s determination of the Black-Scholes value of equity awards granted to executives in the 50th percentile of executives in comparable roles in our peer group companies, and then using that value to determine a number of shares of our common stock based on our Black-Scholes formula used to value our stock options in our financial statements. In November 2020, based primarily on a determination to provide a portion of annual awards as full value awards that would not lose substantially all perceived value in a downturn of the price of our common stock, our Compensation Committee replaced a portion of the target value of what would otherwise have been stock option awards with an award of restricted stock units, or RSUs, that vested annually over four years. The number of full-value RSU awards was determined by the Black-Scholes-equivalent value of the target number of stock options that the RSUs were replacing, using the trailing average stock price and the same Black-Scholes formula inputs as were used to value our stock options in our financial statements. In fiscal 2023 our Compensation Committee decided to allocate half of the Black-Scholes value for annual awards to stock options and half to RSUs, after having allocated one third of the Black-Scholes value of the annual equity awards to RSUs in fiscal 2022. Beginning in fiscal 2024, given the decline in our stock price, our Compensation Committee decided to award all of the time-based awards as options, and to determine the total number of option shares for all executive officers so that it was lower than the 50th percentile of our peers. To achieve this, Alpine first used an equal blend of (i) the number of Enanta shares having a Black-Scholes value equal to the Black Scholes value of the equity awards in the 50th percentile of the peer group and (ii) the number of Enanta shares equal to the same percentage of the outstanding Enanta stock as the shares of the company in the peer group 50th percentile when ranking the peer group companies by the percentage of the outstanding company stock represented by annual equity awards. Alpine then took that blended total number of shares and recommended using 80% of that number of shares as options with time-based vesting. Using this approach, on November 21, 2023, our Compensation Committee, with input from Dr. Luly as to the other NEOs, then allocated that total number of shares among our executive officers and granted to each of our NEOs non-statutory stock options vesting over four years in equal quarterly installments with respect to a designated number of shares as follows: Dr. Luly, 264,000 options, each of Drs. Or and Rottinghaus, 86,000 options and Mr. Mellett, 83,000 options. Mr. Kowalsky was not yet employed by the company in November 2023. Restricted Stock Units with Performance-Based Vesting. Prior to fiscal 2024, to provide additional incentive for longer-term performance, our Compensation Committee made annual awards of performance share units, or PSUs, and relative total stockholder return units, or rTSRUs, to each of our executive officers to allow them to achieve levels of equity awards, when aggregated with their time-based equity awards, that could equal or exceed the 50th percentile. Half of these units were designed to vest based on high levels of performance against specific research and development and non-financial business objectives of Enanta over a two-year period. The other half were designed to vest if there is a high relative total stockholder return on our common stock versus the stocks of the other companies in the Nasdaq Biotechnology Index when comparing a two-month period at baseline to the comparable period two years later. Before fiscal 2024, if the objectives were achieved, these awards would allow equity compensation to exceed the 50th percentile. In fiscal 2024, unlike prior years where performance units were used to equal or exceed the 50th percentile, the awards were sized to achieve only 20% of the level of equity awards of the 50th percentile in our peer group based on an equal blend of the 50th percentile Black-Scholes-equivalent number of shares and the number of shares equal to the percentage of Enanta for that percentile, with the above described option awards targeting the balance of the equity awards at the 50th percentile. Our Compensation Committee has determined that a 2-year performance period is appropriate because, unlike more mature companies that have performance units vesting based on improving financial performance with numerically precise financial metrics, value in Enanta (whether directly measured by our stock price or events that affect that price) is created based on non-financial advances in our research and development programs, none of which has advanced yet beyond Phase 2. Phase 2 studies are generally smaller and shorter in duration than later, registrational studies, and they are often exploratory, which means that the results, and the future direction of development, are subject to more uncertainty in a shorter period of time. In addition, the performance criteria for PSUs need to be precisely and rigorously defined even though they are subject to non-financial metrics. General experience in research and development in biotechnology has demonstrated that over a period of two years early-stage programs rarely progress exactly as planned, primarily due to matters outside of management’s control, such as failures in preclinical testing or unexpected side-effects or lack of efficacy in early-stage human studies. As a result, trying to set objective targets more than two years ahead would likely fail to provide any effective incentive during the full course of a longer performance period since the chances would significantly increase that the objective would become unattainable well before the end of the performance period. The target number of these performance units in fiscal 2024 was determined as follows:
Long-term Equity Incentive Awards
To initially bracket the number of units, Alpine used 20% of the number of shares determined by averaging (i) the number of Enanta shares equal to the Black Scholes value of the equity awards in the 50th percentile of the peer group and (ii) the number of Enanta shares equal to the same percentage of the outstanding Enanta stock as the shares of the company in the peer group 50th percentile when ranking the peer group companies by the percentage of the outstanding company stock represented by annual equity awards, for comparable executives in our peer group companies; Alpine then converted 20% of that value into a preliminary number of full value shares of our common stock based on our Black-Scholes formula used to value our stock options in our financial statements and the 30-day trailing average closing price of our stock at that time; Our Compensation Committee used the total number of shares for all executive officers produced by that calculation and then allocated the total number of shares to determine a target number of total units for each NEO, based in part on considerations of pay equity and the relative roles of the NEOs; and • The resulting target number of units was then split evenly between PSUs and rTSRUs for each NEO. These unit awards have a performance period of two years, ending on December 31 of the second year. Our Compensation Committee determines the level of performance achieved. The Committee does not retain discretion to adjust the performance formula for the rTSRUs or to adjust any of the performance criteria for the PSUs. Once the level of performance is determined, and provided that the NEO is still employed at Enanta, the underlying shares that have vested then settle and are issued to the NEO in the February following the end of the second year. In the case of the PSUs awarded in fiscal 2024, unit vesting will be based on achievement of research and development milestones in each of three categories of activities: (i) advancement of clinical programs; (ii) advancement of research programs; and (iii) other value-driving opportunities generally involving assets outside of our research and development programs. These milestones, which relate to our key programs, are weighted based on our Compensation Committee’s assessment of the relative value of the milestones. Each milestone is considered to be challenging to achieve, meaning that the likelihood of success during the performance period is possible, but not high. This also means that the chances that multiple milestones are achieved is even lower than for any single milestone. In the case of program milestones, every development activity for the particular program will have to progress substantially as planned in order to achieve the two-year objective for that program. Early-stage programs often experience delays. In addition, the failure rate is quite high for compounds in the early stages of discovery and preclinical and early clinical development. In the case of milestones for assets outside of Enanta, achievement will require success in identifying an available asset, validating the potential of the asset and its value to Enanta, and negotiating and completing a transaction on terms acceptable to all parties, much of which is outside of Enanta’s control. For these reasons we call the PSU milestones “stretch goals” because they are hard to reach, i.e., achieve, as has been the case in each of the past three years. In fiscal years 2024, 2023 and 2022, we achieved PSU milestones that earned our executives 70%, 100% and 15%, respectively, of their target number of PSU shares that were eligible for vesting during those years. On December 19, 2023, our Compensation Committee awarded our executive officers PSUs with milestones in each of three categories:
Long-term Equity Incentive Awards
| • Clinical milestones: | Specific clinical milestones for our clinical programs and initiation of new programs into Phase 1 trials, as well as the possibility of in-licensing and advancement of an external compound. | | • Research milestones: | Specific research milestones for our immunology programs and for advancement of any new mechanism of action or compounds for a new disease area. | | • Other value-driving milestones: | Out-licensing of EDP-235, zelicapavir or EDP-323, in-licensing and advancement of a novel compound in any one of our current programs or a new disease area, identification and advancement of a combination therapy into a clinical study, or out-licensing and advancement of any other preclinical or clinical stage compound. |
Long-term Equity Incentive Awards
Each of the categories of milestones has different percentages of an NEOs target number of PSU shares that will vest if one or more milestones are achieved in that category. There are many different possible combinations that could be achieved, but the maximum payout of PSU shares awarded in fiscal 2024 is capped at 150% of each NEO’s target number of PSU shares. The clear emphasis of the percentages assigned to the milestones in the December 2023 awards was to give the greatest reward to success in clinical development. The next highest percentage was for an out-licensing transaction for any of EDP-235, zelicapavir, or EDP-323. In January 2024, in connection with the determination of vesting of the PSUs awarded in December 2021 and in recognition of substantial progress in enrollment of the pediatric study of zelicapavir, even though enrollment fell just short of the target that would have vested an additional 50% of the target number of PSUs, our Compensation Committee approved an award of additional PSUs to our executive officers equal to 10% of the target number of PSUs in the original December 2021 awards. These additional PSUs were deemed vested when awarded and then settled with the other December 2021 vested PSUs in February 2024. In the case of the rTSRUs awarded on December 19, 2023, these awards will vest and result in the issuance of shares of our common stock based upon the relative ranking of the total stockholder return, or TSR, of Enanta’s common stock in relation to the TSR of the component companies in the Nasdaq Biotechnology Index using a comparison of average closing stock prices over a measurement period using the 60-day period ended December 31, 2023 compared to the 60-day period ending December 31, 2025. The rTSRUs are intended to reward changes in the relative market value of our common stock that might not relate directly to specific long-term objectives of internal research and development efforts reflected in the PSUs but that nonetheless are reflected in our market value and our returns for our stockholders over the performance period. The number of market-based rTSRUs awarded represents the target number of shares of common stock that may be earned; provided, however, that the actual number of shares that may be earned ranges from 0% to 150% of the target number, depending on Enanta’s ranking in that index. The payout thresholds for grants made in December 2023 are as follows:
Long-term Equity Incentive Awards
| Relative TSR Percentile Rank | TSR Performance Multiplier | | <40th percentile | 0% | | 40th percentile (Threshold) | 50% | | 60th percentile (Target) | 100% | | 75th percentile (Maximum) | 150% |
Long-term Equity Incentive Awards
• No rTSRU shares will vest if during the measurement period the percentage change in the value of Enanta’s stock is ranked below the 40th percentile when ranked with the TSRs of all the component companies in the Nasdaq Biotechnology Index. • If Enanta’s ranking falls between the 40th and 75th percentiles, there will be interpolation between the fixed vesting amounts of the 40th, 60th and 75th percentiles based on the relative ranking of our stock. These PSU and rTSRU performance awards provide performance conditions for 20% of the Black Scholes value of the annual equity awards to our executives. Unlike prior years, the target number of shares in these awards, if achieved, when combined with the option awards with time-based vesting, provide our executive officers the opportunity to achieve equity compensation equal to the 50th percentile of our peer group. The 50th percentile in this case consisted of an average of (i) a number of Enanta shares equal to the Black Scholes value of the equity awards at that percentile of the peer group and (ii) a number of Enanta shares equal to the same percentage of the outstanding company stock as the shares of the company in the peer group 50th percentile when ranking the peer group companies by the percentage of the outstanding company stock represented by annual equity. These awards vest only as to one half of the differential if Enanta achieves high levels of performance against the company’s longer-term research and development objectives, and as to the other half if Enanta’s stock performance is at least in the top 60% relative to the returns (calculated as percentage changes) of the traded stocks of the other public biotechnology companies in the Nasdaq Biotechnology Index during the two-year period. The following table shows the percentage of the target numbers of PSU and rTSRUs shares that were paid out in each of the two-year performance periods ending in the three most recent calendar years, demonstrating a broad range of performance that is achievable with these performance awards.
Long-term Equity Incentive Awards
| | Percent of Target Number of Shares Earned | | | | | 2024-2023 | 2023-2022 | 2022-2021 | | PSU shares earned | 150% | 70% | 100% | | rTSRU shares earned | 0% | 0% | 127% | | Total % of Target Shares earned | 75% | 35% | 114% |
Long-term Equity Incentive Awards
The above table excludes a one-time award of additional PSUs in fiscal 2024 to our executive officers in recognition of substantial progress in enrollment of the pediatric study of zelicapavir, which did not achieve full enrollment by the end of calendar 2023. The amount of the one-time award was equal to 10% of the target number of PSUs in the original December 2021 awards.
Severance and Change of Control Benefits
Severance and Change of Control Benefits Pursuant to employment agreements, our NEOs are entitled to specified benefits in the event of the termination of their employment under specified circumstances, including termination without cause or for good reason. We believe that severance protections, particularly in the context of a change of control transaction, can play a valuable role in attracting and retaining executive officers, are an important part of an executive’s total compensation package and are consistent with competitive practices. We believe that the occurrence, or potential occurrence, of a change of control will create uncertainty regarding the continued employment of our NEOs. This uncertainty results from the fact that many change of control transactions result in significant organizational changes, particularly at the senior executive level. Our practice, in the case of our employment agreements, has been to structure these change of control benefits as “double trigger” benefits. In other words, the change of control does not itself trigger benefits; rather, benefits are paid only if the employment of the NEO is terminated during the 12-month period after the change of control. We believe a “double trigger” benefit maximizes stockholder value because it prevents an unintended windfall to executives in the event of a friendly change of control, while still providing them appropriate protections as incentives to cooperate in negotiating any change of control in which their jobs may be at risk. Because we believe that a termination by the executive for good reason is conceptually the same as a termination by us without cause, and that in the context of a change of control potential acquirers would otherwise have an incentive to constructively terminate the executive’s employment to avoid paying severance, we provide severance benefits in these circumstances. We have provided more detailed information about these benefits, along with estimates of their value under various circumstances, under the caption “— Potential Payments Upon Termination, Including Termination After a Change in Control Transaction” below.
Policy Against Repricing Stock Options
Policy Against Repricing Stock Options We have a consistent policy against the repricing of stock options without stockholder approval. ➣
Equity Incentive Awards - Mechanics and Timing
Equity Incentive Awards - Mechanics and Timing Our Compensation Committee approves all equity awards to NEOs, including the CEO. For annual option awards, the grant date has typically been during the week in November when our Compensation Committee and the full Board of Directors meet. Since 2022, however, we now schedule a meeting of the Compensation Committee for these awards so that it occurs in the following week, after our announcement of our annual results. This schedule continues to permit the annual awards to NEOs to be effective on the same date that all our employees receive their annual equity awards. Our Compensation Committee’s procedure for timing of stock option awards assures that grant timing is not being manipulated for employee gain. This grant date timing coincides with our calendar-year-based employee review cycle, allowing managers to deliver the equity awards close in time to performance appraisals, which increases the impact of the awards by strengthening the link between pay and performance. Consistent with this practice, during fiscal 2024, we granted annual awards to our NEOs (except for Mr. Kowalsky, who did not join the Company until April 2024) on November 22, 2023, two business days after we furnished the Form 8-K disclosing our results for the fiscal quarter and year ended September 30, 2023, and the same business day that we filed our Annual Report on Form 10-K for the year ended September 30, 2023. As required by Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information relating to such stock options granted to these NEOs because they were granted on the same business day that we filed our Annual Report on Form 10-K for the year ended September 30, 2023.
Equity Incentive Awards - Mechanics and Timing
| | Grant Date | Number of securities underlying the award | Exercise price of the award($/Sh) | Grant Date fair value of the award ($)(1) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information(2) | | Jay R. Luly, Ph.D. | 11/22/2023 | 264,000 | $8.99 | $1,297,481 | 10.6% | | Scott T. Rottinghaus, M.D. | 11/22/2023 | 86,000 | $8.99 | $422,664 | 10.6% | | Yat Sun Or, Ph.D. | 11/22/2023 | 86,000 | $8.99 | $422,664 | 10.6% | | Paul J. Mellett | 11/22/2023 | 83,000 | $8.99 | $407,920 | 10.6% |
Equity Incentive Awards - Mechanics and Timing
(1) Each of the option awards has a ten-year term and they vest over four years. The aggregate grant date fair value of stock options granted during the fiscal year is computed in accordance with the provisions of ASC 718. The exercise price of the options is equal to the closing price of our common stock on the date of grant. (2) Calculated using the closing price of our common stock on the Nasdaq Global Select Market on November 22, 2023, and November 24, 2023, of $8.99 and $9.94 per share, respectively, based on the filing of our Annual Report on Form 10-K after market close on November 22, 2023. However, our Annual Report on Form 10-K for the year ended September 30, 2023, did not contain any material, non-public information, as the material information about the fiscal year was reported when we issued our earnings results on November 20, 2023. The exercise price for all stock options to the NEOs (including the CEO) is the fair market value of our common stock on the date of the grant. The fair market value of our common stock as of any particular date is defined by our Compensation Committee as the closing price of our common stock on that date. Our Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information about the company based on equity award grant dates.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation paid to our NEOs:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Jay R. Luly, Ph.D. | 2024 | 779,875 | — | 166,367 | 1,297,481 | 429,455 | 22,098 | 2,695,276 | | President and Chief Executive | 2023 | 755,375 | — | 3,520,440 | 3,084,399 | 475,886 | 20,598 | 7,856,698 | | Officer | 2022 | 725,050 | — | 2,305,881 | 3,739,269 | 483,032 | 19,424 | 7,272,656 | | Matthew P. Kowalsky, J.D.* | 2024 | 195,342 | — | 74,276 | 1,090,560 | 111,780 | 1,302 | 1,473,260 | | Chief Legal Officer | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Scott T. Rottinghaus, M.D. | 2024 | 544,000 | — | 58,272 | 422,664 | 210,040 | 22,098 | 1,257,074 | | Chief Medical Officer | 2023 | 530,250 | — | 577,080 | 345,269 | 190,678 | 11,448 | 1,654,724 | | | 2022 | 77,557 | 62,500 | 1,597,316 | 2,628,960 | 29,295 | 337 | 4,395,965 | | Yat Sun Or, Ph.D. | 2024 | 537,050 | — | 59,933 | 422,664 | 181,166 | 21,892 | 1,222,705 | | Chief Scientific Officer | 2023 | 501,250 | — | 764,324 | 985,114 | 199,695 | 19,218 | 2,469,600 | | | 2022 | 486,525 | — | 609,830 | 652,535 | 224,010 | 19,211 | 1,992,111 | | Paul J. Mellett | 2024 | 486,325 | — | 56,919 | 407,920 | 163,277 | 22,098 | 1,136,539 | | Chief Financial and | 2023 | 453,975 | — | 739,664 | 985,114 | 177,537 | 19,424 | 2,375,714 | | Administrative Officer | 2022 | 440,381 | — | 582,640 | 652,535 | 192,803 | 19,211 | 1,887,570 |
Summary Compensation Table
* Mr. Kowalsky joined the Company in April 2024. (1) The amounts shown in the “Salary” column represent the total base salary earned during the designated fiscal year. Annual cash compensation is determined by our Compensation Committee and is adjusted on a calendar year basis, effective at the beginning of the calendar year. The following were the base salaries approved by our Compensation Committee for each calendar year:
Summary Compensation Table
| | Calendar Year | | | | | 2024 | 2023 | 2022 | | Jay R. Luly, Ph.D. | $785,600 | $762,700 | $733,400 | | Matthew P. Kowalsky, J.D. | $460,000 | $— | $— | | Scott T. Rottinghaus, M.D. | $548,000 | $532,000 | $525,000 | | Yat Sun Or, Ph.D. | $541,000 | $525,200 | $505,000 | | Paul J. Mellett | $489,900 | $475,600 | $457,300 |
Summary Compensation Table
(2) The amount shown in the “Bonus” column represents a sign-on bonus paid to the named executive officer. (3) The “Stock Awards” column includes restricted stock units (if any), performance share units ("PSUs") and total stockholder return units ("rTSRUs") awards made during the fiscal year. Awards are typically made during the first quarter of the fiscal year, e.g. November 2023 grants are included in the fiscal 2024 column. In 2024, the "Stock Awards" column includes the grant date fair value of rTSRUs and PSUs where which probable of achievement at the time of award during the respective fiscal year in accordance with Accounting Standards Codification (“ASC”) 718. rTSRUs: The grant date fair value of the rTSRUs awarded is determined based on a Monte Carlo simulation model as of the grant date. Monte Carlo assumptions used in this calculation are included beginning on page F-19 in Footnote 11 of our Annual Report on Form 10-K for the year ended September 30, 2024, referred to herein as our 2024 Form 10-K. In each case, the rTSRUs that are granted annually measure relative stockholder return during a period at the end of the calendar year in which the number of rTSRUs is determined compared to the same calendar period two years later, regardless of when the grant date of the rTSRUs occurs. The amounts in the “Stock Awards” column for fiscal years 2024, 2023 and 2022 reflect the grant date fair values of the rTSRUs granted to our NEOs in December 2023 (for fiscal year 2024), December 2022 (for fiscal year 2023), and December 2021 (for fiscal year 2022), respectively, when the awards were made. The values of the maximum payouts possible for the 2024, 2023, and 2022 rTSRU awards based on the fair value of the rTSRUs at the respective dates of grant and the maximum number of shares issuable under the unit awards based on performance of our common stock are as follows:
Summary Compensation Table
| | Fiscal Year Ended September 30, | | | | | 2024 | 2023 | 2022 | | Jay R. Luly, Ph.D. | $237,360 | $1,028,160 | $554,850 | | Matthew P. Kowalsky, J.D. | $111,413 | $— | $— | | Scott T. Rottinghaus, M.D. | $81,593 | $393,120 | $257,874 | | Yat Sun Or, Ph.D. | $81,593 | $393,120 | $378,120 | | Paul J. Mellett | $77,884 | $302,400 | $341,130 |
Summary Compensation Table
A total of 127% of the rTSRUs granted in December 2021 (represented in column 2022) vested at December 31, 2023, because our total stockholder return relative to such companies was between the 75th and 85th percentiles. None of the rTSRUs granted in December 2022 (represented in column 2023) vested at December 31, 2024, because our total stockholder return was negative over the measurement period. The rTSRUs granted in December 2023 (represented in column 2024) will not be eligible for vesting until December 31, 2025. Restricted Stock Units: The amounts in the ‘‘Stock Awards” column for fiscal year 2023 and 2022 also include the grant date fair values of restricted stock units granted to our NEOs in November 2022 and 2021, respectively. The fair values of the restricted stock units are based on the closing price of our common stock on the respective dates of grant in accordance with Accounting Standards Codification (“ASC”) 718. In fiscal year 2024, no restricted stock units were granted to our NEOs. Performance Share Units: The “Stock Awards” column include the grant date fair value of the performance share units, or PSUs, awarded during fiscal years that were probable at the respective date of grant that the awards would ultimately vest. Typically, the PSUs only vest on achievement of specific performance targets that must be achieved over a two-year period ending on December 31 of the second year. For fiscal 2024, the "Stock Awards" column includes the grant date fair value of a one-time award of PSUs granted to our NEOs in January 2024 because at the time of grant the corresponding research and development milestone had already been achieved. The grant date fair values of those one-time awards were as follows:
Summary Compensation Table
| | Fiscal Year Ended September 30, | | | | | 2024 | 2023 | 2022 | | Jay R. Luly, Ph.D. | $8,127 | $— | $— | | Matthew P. Kowalsky, J.D. | $— | $— | $— | | Scott T. Rottinghaus, M.D. | $3,877 | $— | $— | | Yat Sun Or, Ph.D. | $5,538 | $— | $— | | Paul J. Mellett | $4,997 | $— | $— |
Summary Compensation Table
The "Stock Awards" column does not include the grant date fair value of PSUs granted to our NEOs in fiscal 2023 or 2022, or the regular awards of PSUs in fiscal 2024, because it was not probable at the time of grant that the awards could vest. A portion of the grant date fair value of a PSU is only recorded in our financial statements, if ever, when it is probable that the corresponding research or development milestone will be achieved. The target number of annual PSUs awarded in fiscal 2024, 2023, and 2022, which were not probable at the time of grant and, therefore, excluded from the "Stock Awards" column above, had grant date fair values based on the closing price of our common stock on the date of grant, as follows:
Summary Compensation Table
| | Fiscal Year Ended September 30, | | | | | 2024 | 2023 | 2022 | | Jay R. Luly, Ph.D. | $147,360 | $803,080 | $522,383 | | Matthew P. Kowalsky, J.D. | $58,234 | $— | $— | | Scott T. Rottinghaus, M.D. | $50,655 | $307,060 | $229,489 | | Yat Sun Or, Ph.D. | $50,655 | $307,060 | $355,994 | | Paul J. Mellett | $48,353 | $236,200 | $321,169 |
Summary Compensation Table
A total of 70% of the PSUs granted in December 2021 (fiscal 2022) vested at December 31, 2023. A total of 150% of the PSUs granted in December 2022 (fiscal 2023) vested at December 31, 2024. The PSUs granted in December 2023 (fiscal 2024) are not eligible for vesting until December 31, 2025. The values of the maximum payouts possible for the 2024, 2023 and 2022 PSU awards, which are based on the fair market value of our common stock at the respective dates of grant, and the maximum number of shares issuable under these unit awards, were as follows:
Summary Compensation Table
| | Fiscal Year Ended September 30, | | | | | 2024 | 2023 | 2022 | | Jay R. Luly, Ph.D. | $221,040 | $1,204,620 | $783,574 | | Matthew P. Kowalsky, J.D. | $87,351 | $— | $— | | Scott T. Rottinghaus, M.D. | $75,983 | $460,590 | $344,234 | | Yat Sun Or, Ph.D. | $75,983 | $460,590 | $533,991 | | Paul J. Mellett | $72,529 | $354,300 | $481,753 |
Summary Compensation Table
(4) The “Option Awards” column includes stock option awards made in the first quarter of the fiscal year, e.g., awards in November 2023 and, in the case of Mr. Kowalsky, April 2024 are shown in the year 2024. The amounts in the “Option Awards” column reflect the grant date fair value of stock options awarded during the fiscal year computed in accordance with the provisions of ASC 718 using the Black-Scholes option-pricing model. Assumptions used in this calculation are included beginning on page F-19 in Footnote 11 of our 2024 Form 10-K. (5) The amounts shown in the “Non-Equity Incentive Plan Compensation” column represent a prorated blend of the annual variable cash compensation earned in the calendar years covering the corresponding fiscal year based on corporate and individual performance during the calendar year (e.g., the prorated blend in fiscal year 2024 was 25% of variable cash compensation for performance in the calendar year 2023 and 75% of variable cash compensation for the calendar year 2024). Variable cash compensation is based on corporate and individual performance against objectives proposed by management and approved by our Compensation Committee, which makes the final determination regarding the level of achievement against these objectives. The following presents the target variable compensation percentages applicable to each executive officer for the calendar year bonus paid in the corresponding fiscal year:
Summary Compensation Table
| | Calendar Year Target Variable Compensation | | | | | 2024 | 2023 | 2022 | | Jay R. Luly, Ph.D. | 70% | 70% | 65% | | Matthew P. Kowalsky, J.D. | 40% | * | * | | Scott T. Rottinghaus, M.D. | 45% | 45% | 45% | | Yat Sun Or, Ph.D. | 40% | 40% | 40% | | Paul J. Mellett | 40% | 40% | 40% |
Summary Compensation Table
*Mr. Kowalsky was hired in April 2024 and thus had no target variable compensation in that calendar year. (6) Includes employer matching contributions for Drs. Luly and Or, and Mr. Mellett under our 401(k) plan in the amounts of $19,800, $18,300, and $17,400 in fiscal 2024, 2023, and 2022, respectively. For Dr. Rottinghaus, whose employment began in August 2022, total employer matching contributions totaled $19,800, $9,150 and $0 in fiscal 2024, 2023, and 2022, respectively. Mr. Kowalsky, whose employment began in April 2024, had no 401(k) plan contributions during any of the reported fiscal years. The table also includes company-paid premiums for Drs. Luly and Rottinghaus and Mr. Mellett for group term life insurance, short term disability and accidental death and dismemberment insurance and reimbursement for the cost of long-term disability insurance in the aggregate amounts of $2,298, $2,298 and $2,024, and for fiscal 2024, 2023, and 2022, respectively. For Dr. Or, the cost was $2,092, $2,082 and $1,818 for fiscal 2024, 2023, and 2022, respectively. Mr. Kowalsky, whose employment began in April 2024, the cost was $1,302 in fiscal 2024.
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table sets forth certain additional information regarding grants of plan-based awards to our NEOs for our 2024 fiscal year. Unless otherwise specified, all awards were granted under our 2019 Equity Incentive Plan.
2024 Grants of Plan-Based Awards
| | | | | | | | | All other | | | | | Estimated possible | | | | | | All other | option | | | | | payouts under | | | | | | stock | awards(4): | | Grant date | | | non-equity incentive | | | Estimated future payouts under | | | awards(3): | number of | Exercise or | fair value of | | | plan awards(1) | | | equity incentive plan awards(2) | | | Number of | securities | base price | stock and | | | Target | Maximum | Grant | Threshold | Target | Maximum | shares | underlying | of option | option | | | ($) | ($) | Date | (#) | (#) | (#) | of stock (#) | options (#) | awards ($) | awards ($) | | Jay R. Luly, Ph.D. | $545,913 | $818,869 | | | | | | | | | | 2024 Options | | | 11/22/2023 | — | — | — | — | 264,000 | $8.99 | $1,297,481 | | 2024 rTSRUs | | | 12/19/2023 | 8,000 | 16,000 | 24,000 | — | — | — | $158,240 | | 2024 PSUs | | | 12/19/2023 | 2,400 | 16,000 | 24,000 | — | — | — | $— | | 2024 PSUs | | | 1/4/2024 | — | 675 | — | — | — | — | $8,127 | | Matthew P. Kowalsky, J.D.(5) | $138,000 | $207,000 | | | | | | | | | | 2024 Options | | | 4/29/2024 | — | — | — | — | 150,000 | $7.27 | $1,090,560 | | 2024 rTSRUs | | | 4/29/2024 | 2,198 | 4,395 | 6,593 | — | — | — | $74,276 | | 2024 PSUs | | | 4/29/2024 | 659 | 4,395 | 6,593 | — | — | — | $— | | Scott T. Rottinghaus, M.D. | $244,800 | $367,200 | | | | | | | | | | 2024 Options | | | 11/22/2023 | — | — | — | — | 86,000 | $8.99 | $422,664 | | 2024 rTSRUs | | | 12/19/2023 | 2,750 | 5,500 | 8,250 | — | — | — | $54,395 | | 2024 PSUs | | | 12/19/2023 | 825 | 5,500 | 8,250 | — | — | — | $— | | 2024 PSUs | | | 1/4/2024 | — | 322 | — | — | — | — | $3,877 | | Yat Sun Or, Ph.D. | $214,820 | $322,230 | | | | | | | | | | 2024 Options | | | 11/22/2023 | — | — | — | — | 86,000 | $8.99 | $422,664 | | 2024 rTSRUs | | | 12/19/2023 | 2,750 | 5,500 | 8,250 | — | — | — | $54,395 | | 2024 PSUs | | | 12/19/2023 | 825 | 5,500 | 8,250 | — | — | — | $— | | 2024 PSUs | | | 1/4/2024 | — | 460 | — | — | — | — | $5,538 | | Paul J. Mellett | $194,530 | $291,795 | | | | | | | | | | 2024 Options | | | 11/22/2023 | — | — | — | — | 83,000 | $8.99 | $407,920 | | 2024 rTSRUs | | | 12/19/2023 | 2,625 | 5,250 | 7,875 | — | — | — | $51,923 | | 2024 PSUs | | | 12/19/2023 | 788 | 5,250 | 7,875 | — | — | — | $— | | 2024 PSUs | | | 1/4/2024 | — | 415 | — | — | — | — | $4,997 |
2024 Grants of Plan-Based Awards
(1) The amounts in these columns represent target and maximum payouts based on a prorated blend of 25% of variable cash compensation for individual and corporate performance in the calendar year 2023 and 75% of variable cash compensation for the calendar year 2024. There is no threshold-level payout for such variable cash compensation. The maximum payout is 150% of the target payout. The actual amount earned by each NEO is reported under the ‘‘Non-Equity Incentive Plan Compensation’’ column in the Summary Compensation Table. For additional information about our annual variable cash compensation and a discussion of how these amounts are determined, please see “Compensation Discussion and Analysis – Annual Variable Cash Compensation” in this proxy statement. (2) There are two types of equity awards included in these columns: Performance Unit Awards (“PSUs”) With the exception of the 2024 PSUs granted in January 2024, the fair values of the PSUs granted in fiscal 2024 were not included in the table above because on the date of grant it was not probable that any of the underlying performance milestones would be achieved. The PSUs granted in December 2023 and April 2024 will vest as to percentages of the target number of unit shares only upon achievement of specified milestones within three research and development categories by the end of calendar year 2025, with the actual number of unit shares that may be earned ranging from 0% to 150% of the target number. The fair value of the 2024 PSUs granted in January 2024 were included in the table above because on the date of grant it was probable that the underlying performance milestones were achieved. Additional details regarding the specified milestones are set forth earlier in this proxy statement under “Executive Compensation – Compensation Discussion and Analysis – Long-Term Equity Incentive Awards – Restricted Stock Units with Performance-Based Vesting.” The values of the threshold, target and maximum payouts possible for the fiscal 2024 PSU awards granted in December 2023 and April 2024 are based on the fair value at the date of grant and the threshold, target and maximum number of units issuable are as follows:
2024 Grants of Plan-Based Awards
| | Target | Maximum | Threshold | | Jay R. Luly, Ph.D. | $147,360 | $221,040 | $22,104 | | Matthew P. Kowalsky, J.D. | $58,234 | $87,351 | $8,735 | | Scott T. Rottinghaus, M.D. | $50,655 | $75,983 | $7,598 | | Yat Sun Or, Ph.D. | $50,655 | $75,983 | $7,598 | | Paul J. Mellett | $48,353 | $72,529 | $7,253 |
2024 Grants of Plan-Based Awards
If none of the specified goals within the three research and development categories is achieved by the end of the 2025 calendar year, none of the unit shares will vest. Relative Total Stockholder Return Units (“rTSRUs”) The rTSRUs granted in fiscal 2024 (the “2024 rTSRUs”) will vest as to percentages of the target number of unit shares based on the relative ranking of the total stockholder return of our common stock in relation to the total stockholder return of the component companies in the Nasdaq Biotechnology Index over a two-year period based on a comparison of average closing stock prices in the last 60 trading days of calendar 2023 and calendar 2025. The actual number of shares that may be earned under the market-based unit ranges from 0% to 150% of the target number. The values of the threshold, target and maximum payouts possible for the 2024 rTSRU awards based on the fair value at the date of grant and the threshold, target and maximum number of units issuable, based on the performance of our common stock, are set forth below. These values differ from those for the PSU awards because they are valued based on a Monte Carlo simulation model, as noted in Note 2 to the Summary Compensation Table above.
2024 Grants of Plan-Based Awards
| | Target | Maximum | Threshold | | Jay R. Luly, Ph.D. | $158,240 | $237,360 | $79,120 | | Matthew P. Kowalsky, J.D. | $74,276 | $111,413 | $37,138 | | Scott T. Rottinghaus, M.D. | $54,395 | $81,593 | $27,198 | | Yat Sun Or, Ph.D. | $54,395 | $81,593 | $27,198 | | Paul J. Mellett | $51,923 | $77,884 | $25,961 |
2024 Grants of Plan-Based Awards
For the 2024 rTSRU awards, the minimum relative total stockholder return, or threshold, to achieve a threshold payout of 50% of the target number of shares requires a percentage increase in the value of Enanta’s stock that causes it to be ranked in at least the 40th percentile among the TSRs of all the component companies in the Nasdaq Biotechnology Index. If the threshold, as approved by our Compensation Committee, is not achieved during the measurement period ending at the end of calendar 2025, or if there is no increase in the value of Enanta stock during the measurement period, none of the unit shares will vest. 3) Restricted Stock Unit Awards (“RSUs”) There were no restricted stock unit awards ("RSUs") granted to our NEOs during fiscal 2024. 4) Stock Options Each of the option awards has a ten-year term and they vest over four years. The aggregate grant date fair value of stock options granted during the fiscal year is computed in accordance with the provisions of ASC 718. The exercise price of the options is equal to the closing price of our common stock on the date of grant. 5) Equity awards granted to Mr. Kowalsky in fiscal 2024 were granted pursuant to the 2024 Inducement Stock Plan.
2024 Options Exercised and Stock Awards Vested
2024 Options Exercised and Stock Awards Vested The following table sets forth the value realized by our NEOs from options to purchase common stock exercised by the NEOs during fiscal 2024 and shares of common stock underlying unit awards that settled during fiscal 2024. The value realized per share for options is based on the difference between the exercise price and the fair market value of our common stock on the date the options were exercised. The value realized upon vesting of the stock awards is based on the fair market value of the shares on the settlement date of the unit awards.
2024 Options Exercised and Stock Awards Vested
| | Option Awards | | Stock Awards(1) | | | | Number of Shares | | Number of Shares | | | | Acquired on Exercise (#) | Value Realized on Exercise ($) | Acquired on Vesting (#) | Value Realized on Vesting ($) | | Jay R. Luly, Ph.D. | — | $— | 34,200 | $354,956 | | Matthew P. Kowalsky, J.D. | — | $— | — | $— | | Scott T. Rottinghaus, M.D. | 5,375 | $43,483 | 9,326 | $112,972 | | Yat Sun Or, Ph.D. | — | $— | 12,530 | $134,089 | | Paul J. Mellett | — | $— | 12,170 | $129,622 |
2024 Options Exercised and Stock Awards Vested
(1) For Drs. Luly and Or and Mr. Mellett, these stock awards consist of 25% of the service-based RSUs granted in November 2020, 2021 and 2022 that vested and settled in December 2023, as well as 70% and 100% of the target numbers of PSUs granted in December 2021 and January 2024, respectively that vested and then settled in February 2024. For Dr. Rottinghaus, these stock awards consist of 25% of the service-based RSUs granted in August 2022 and November 2022 that vested and settled in August 2024 and December 2023, respectively, as well as 70% and 100% of the target numbers of PSUs granted in December 2021 and January 2024, respectively that vested and then settled in February 2024.
Outstanding Equity Awards at Fiscal 2024 Year-End
Outstanding Equity Awards at Fiscal 2024 Year-End The following table summarizes the outstanding equity award holdings of our NEOs as of September 30, 2024:
Outstanding Equity Awards at Fiscal 2024 Year-End
| | | Option Awards | | | | Stock Awards | | | | | Named Executive Officers | Grant Date | Number of Securities Underlying Unexercised Options (# Exercisable) | Number of Securities Underlying Unexercised Options (# Unexercisable)(1) | Option Exercise Price ($/Sh) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares of units of stock that have not vested ($)(3) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(4) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(5) | | Jay R. Luly, Ph.D. | 11/20/2014 | 85,250 | — | $44.00 | 11/20/2024 | | | | | | | 11/20/2015 | 110,000 | — | $31.42 | 11/20/2025 | | | | | | | 11/18/2016 | 120,000 | — | $30.00 | 11/18/2026 | | | | | | | 11/17/2017 | 100,000 | — | $48.52 | 11/17/2027 | | | | | | | 11/16/2018 | 68,000 | — | $81.20 | 11/16/2028 | | | | | | | 11/18/2019 | 110,000 | — | $63.35 | 11/18/2029 | | | | | | | 11/20/2020 | 101,062 | 6,738 | $43.57 | 11/20/2030 | | | | | | | 11/19/2021 | 74,112 | 33,688 | $75.33 | 11/19/2031 | | | | | | | 11/23/2022 | 58,625 | 75,375 | $45.00 | 11/23/2032 | | | | | | | 11/22/2023 | 49,500 | 214,500 | $8.99 | 11/22/2033 | | | | | | | 11/20/2020 | | | | | 6,625 | $68,635 | | | | | 11/19/2021 | | | | | 12,850 | $133,126 | | | | | 11/23/2022 | | | | | 47,250 | $489,510 | | | | | 12/22/2022 | | | | | | | 17,000(a) | $176,120 | | | 12/22/2022 | | | | | | | 17,000(b) | $176,120 | | | 12/19/2023 | | | | | | | 16,000(c) | $165,760 | | | 12/19/2023 | | | | | | | 16,000(d) | $165,760 | | Matthew P. Kowalsky, J.D. | 4/29/2024 | — | 150,000 | $13.25 | 4/29/2034 | | | | | | | 4/29/2024 | | | | | | | 4,395(c) | $45,532 | | | 4/29/2024 | | | | | | | 4,395(d) | $45,532 |
Outstanding Equity Awards at Fiscal 2024 Year-End
| | | Option Awards | | | | Stock Awards | | | | | Named Executive Officers | Grant Date | Number of Securities Underlying Unexercised Options (# Exercisable) | Number of Securities Underlying Unexercised Options (# Unexercisable)(1) | Option Exercise Price ($/Sh) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares of units of stock that have not vested ($)(3) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(4) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(5) | | Scott T. Rottinghaus, M.D. | 8/8/2022 | 37,500 | 37,500 | $71.27 | 8/8/2032 | | | | | | | 11/23/2022 | 6,562 | 8,438 | $45.00 | 11/23/2032 | | | | | | | 11/22/2023 | 10,750 | 69,875 | $8.99 | 11/22/2033 | | | | | | | 8/8/2022 | | | | | 10,000 | $103,600 | | | | | 11/23/2022 | | | | | 5,250 | $54,390 | | | | | 12/22/2022 | | | | | | | 6,500(a) | $67,340 | | | 12/22/2022 | | | | | | | 6,500(b) | $67,340 | | | 12/19/2023 | | | | | | | 5,500(c) | $56,980 | | | 12/19/2023 | | | | | | | 5,500(d) | $56,980 | | Yat Sun Or, Ph.D. | 11/20/2014 | 36,500 | — | $44.00 | 11/20/2024 | | | | | | | 11/20/2015 | 33,000 | — | $31.42 | 11/20/2025 | | | | | | | 11/18/2016 | 35,000 | — | $30.00 | 11/18/2026 | | | | | | | 11/17/2017 | 23,500 | — | $48.52 | 11/17/2027 | | | | | | | 11/16/2018 | 20,000 | — | $81.20 | 11/16/2028 | | | | | | | 11/18/2019 | 30,000 | — | $63.35 | 11/18/2029 | | | | | | | 11/20/2020 | 28,875 | 1,925 | $43.57 | 11/20/2030 | | | | | | | 11/19/2021 | 19,525 | 8,875 | $75.33 | 11/19/2031 | | | | | | | 11/23/2022 | 19,687 | 25,313 | $45.00 | 11/23/2032 | | | | | | | 11/22/2023 | 16,125 | 69,875 | $8.99 | 11/22/2033 | | | | | | | 11/20/2020 | | | | | 1,900 | $19,684 | | | | | 11/19/2021 | | | | | 3,400 | $35,224 | | | | | 11/23/2022 | | | | | 15,750 | $163,170 | | | | | 12/22/2022 | | | | | | | 6,500(a) | $67,340 | | | 12/22/2022 | | | | | | | 6,500(b) | $67,340 | | | 12/19/2023 | | | | | | | 5,500(c) | $56,980 | | | 12/19/2023 | | | | | | | 5,500(d) | $56,980 |
Outstanding Equity Awards at Fiscal 2024 Year-End
| Paul J. Mellett (6) | 11/20/2014 | 16,250 | — | $44.00 | 11/20/2024 | | | | | | | 11/20/2015 | 14,999 | — | $31.42 | 11/20/2025 | | | | | | | 11/18/2016 | 14,999 | — | $30.00 | 11/18/2026 | | | | | | | 11/17/2017 | 11,250 | — | $48.52 | 11/17/2027 | | | | | | | 11/16/2018 | 9,500 | — | $81.20 | 11/16/2028 | | | | | | | 11/18/2019 | 30,000 | — | $63.35 | 11/18/2029 | | | | | | | 11/20/2020 | 28,875 | 1,925 | $43.57 | 11/20/2030 | | | | | | | 11/19/2021 | 19,525 | 8,875 | $75.33 | 11/19/2031 | | | | | | | 11/23/2022 | 19,687 | 25,313 | $45.00 | 11/23/2032 | | | | | | | 11/22/2023 | 15,562 | 67,438 | $8.99 | 11/22/2033 | | | | | | | 11/20/2020 | | | | | 1,900 | $19,684 | | | | | 11/19/2021 | | | | | 3,400 | $35,224 | | | | | 11/23/2022 | | | | | 15,750 | $163,170 | | | | | 12/22/2022 | | | | | | | 5,000(a) | $51,800 | | | 12/22/2022 | | | | | | | 5,000(b) | $51,800 | | | 12/19/2023 | | | | | | | 5,250(c) | $54,390 | | | 12/19/2023 | | | | | | | 5,250(d) | $54,390 |
Outstanding Equity Awards at Fiscal 2024 Year-End
The unexercisable stock options in this column will vest quarterly over the remaining balance of the quarters from the grant date, until the fourth anniversary of the grant date, in increments equal to 1/16 of the shares in the original option award. (2) The awards in this column represent RSUs subject only to service-based vesting. The RSUs are to vest in four equal annual installments on the first four anniversaries of the awards. The market values of these awards set forth in this table are based on the number of units (representing shares) shown multiplied by the closing price of our common stock on September 30, 2024 ($10.36), as reported by the Nasdaq Global Select Market. The awards included in this column represent PSUs and rTSRUs. This column shows the target number of shares that may be earned. The actual number of shares that may be earned ranges from 0% to 150% of the target number. a) These are PSUs that were to vest as to percentages of the target number of unit shares only upon Enanta’s achievement of specified milestones within three categories on or before the end of the respective two- year performance period ending on December 31 of the second year, and then settle in February of the following year, subject to the NEO’s continued employment with Enanta. Additional details regarding the specified milestones are set forth earlier in this proxy statement under “Executive Compensation – Compensation Discussion and Analysis – Long-Term Equity Incentive Awards – Restricted Stock Units with Performance-Based Vesting.” The actual number of unit shares that could be earned for achievement of one or more milestones ranged from 15% to 150% of the target number shown. As of December 31, 2024, a total of 150% of these PSUs vested based on the achievement of two clinical milestones and two research milestones and will settle in February 2025, subject to the NEO’s continued employment with Enanta. b) These rTSRUs were to vest based upon the relative ranking of the total stockholder return, or TSR, of Enanta’s common stock in relation to the TSR of each of the component companies in the Nasdaq Biotechnology Index over a two-year period based on a comparison of average closing stock prices in the 60-day periods prior to December 31, 2022 and December 31, 2024, provided that Enanta's stock performance is at least in the top 60% relative to the returns (calculated as percentage changes) of the component companies. As of December 31, 2024, 0% of these rTSRUs vested because the Enanta TSR was negative. c) These PSUs will vest as to percentages of the target number of unit shares only upon Enanta’s achievement of specified milestones within three categories on or before December 31, 2025, and will settle in February 2026, subject to the NEO’s continued employment with Enanta. The actual number of unit shares that may be earned range from 0% to 150% of the target number shown. The specified milestones for these PSUs are similar in scope to those referenced in note (a) above. d) These rTSRUs will vest based upon the relative ranking of the total stockholder return, or TSR, of Enanta’s common stock in relation to the TSR of each of the component companies in the Nasdaq Biotechnology Index over a two-year period based on a comparison of average closing stock prices in the 60-day periods prior to December 31, 2023, and December 31, 2025, and will settle in February 2026, subject to the NEO’s continued employment with Enanta. (5) The market values of the awards set forth in this column are based on the target number of units shown (representing shares) multiplied by the closing price of our common stock on September 30, 2024 ($10.36), as reported by the Nasdaq Global Select Market. (6) Pursuant to a qualifying domestic relations order issued on November 19, 2019, one half of all Enanta securities held by Mr. Mellett on September 30, 2019 were transferred to his former spouse.
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction If Dr. Luly is terminated involuntarily without cause or constructively terminated, and such termination occurs within twelve months of a change in control transaction, these terms as defined in the executive employment agreements, he is entitled to the following from the Company: (i) a lump sum payment in an amount equal to the higher of (x) eighteen (18) months of his then current base salary or (y) eighteen (18) months of his base salary immediately prior to the effective date of the change in control, (ii) a lump sum payment equal to one hundred fifty percent (150%) of the target annual bonus for the period in which his employment is terminated and (iii) a continuation of benefit coverage for up to eighteen (18) months. If any of Drs. Rottinghaus, Or or Messrs. Kowalsky or Mellett is terminated involuntarily without cause or constructively terminated, and such termination occurs within twelve months of a change in control transaction, these terms as defined in the agreements, then each is entitled to following from the Company: (i) a lump sum payment in an amount equal to the higher of (x) twelve (12) months of his or her then current base salary or (y) twelve (12) months of his or her base salary immediately prior to the effective date of the change in control, (ii) a lump sum payment equal to one hundred percent (100%) of the target annual bonus for the period in which his or her employment is terminated and (iii) a continuation of benefit coverage for up to twelve (12) months. If Dr. Luly is terminated involuntarily without cause other than within twelve (12) months of a change in control transaction or if he voluntarily terminates his employment for good reason, these terms as defined in the agreements, he is entitled to the following from the Company: (i) a lump sum payment in an amount equal to twelve (12) months of his then current base salary and (ii) a lump sum payment in an amount equal to one hundred percent (100%) of the target annual bonus for the period in which his employment is terminated and (iii) continuation of benefit coverage for up to twelve (12) months. If any of Drs. Rottinghaus, Or or Messrs. Kowalsky or Mellett is terminated involuntarily without cause other than within twelve (12) months of a change in control transaction or voluntarily terminates his or her employment for good reason, these terms as defined in the agreements, then each is entitled to the following from the Company: (i) a lump sum payment in an amount equal to six (6) months of his or her then current base salary and (ii) continuation of benefit coverage for up to six (6) months. In addition, if any of Drs. Luly, Rottinghaus, Or or Messrs. Kowalsky or Mellett involuntary terminated without cause or is constructively terminated, and such termination occurs within twelve months of a change of control transaction, these terms as defined in the agreements, all unvested stock options and restricted stock units granted to that executive shall immediately become fully vested and exercisable or become vested and settle, as the case may be, and all unvested performance share units shall vest and issue with respect to the target number of shares. The following tables shows the potential payments due to each of our NEOs (i) upon termination of employment prior to a change in control and (ii) upon termination of employment within 12 months following a change of control; assuming such termination were to have occurred as of September 30, 2024.
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| | Termination Without Cause(1) Not in Connection with a Change of Control | | | | | | | | Salary ($) | Bonus ($)(2) | Benefits ($)(3) | Other ($)(4) | Value of Modified Equity Awards ($)(5) | Total ($) | | Jay R. Luly, Ph.D. | 785,600 | 549,920 | 19,272 | 48,911 | — | 1,403,703 | | Matthew P. Kowalsky, J.D. | 460,000 | — | 13,878 | 1,749 | — | 475,627 | | Scott T. Rottinghaus, M.D. | 548,000 | — | 13,878 | 4,165 | — | 566,043 | | Yat Sun Or, Ph.D. | 541,000 | — | 9,636 | 36,896 | — | 587,532 | | Paul J. Mellett | 489,900 | — | 9,636 | 39,084 | — | 538,620 |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
(1) “Cause” is defined as a vote of our Board of Directors to dismiss the NEO as a result of (i) any act of the NEO constituting criminal financial dishonesty against Enanta; (ii) the NEO’s engagement in any other act of dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment determined in good faith by our Board of Directors to be reasonably likely to adversely affect Enanta’s business or reputation or negligently expose Enanta to civil or criminal liability; or (iii) the NEO’s repeated failure to follow the directives of the Board. (2) Represents lump sum payment made as of date of termination based on 100% of the CEO’s target bonus. (3) Consists of health and dental benefits and life insurance coverage. The value is based upon the type of insurance coverage we carried for each executive officer as of September 30, 2024 and is valued at the premiums in effect on September 30, 2024. (4) Represents accrued vacation pay due to the executive officer as of September 30, 2024. (5) No options, restricted stock units or performance share units would vest as a result of the termination of the executive officer’s employment without cause not in connection with a change of control.
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
| | Termination Without Cause(1) Following a Change of Control | | | | | | | | Salary ($) | Bonus ($)(2) | Benefits ($)(3) | Other ($)(4) | Value of Modified Equity Awards ($)(5) | Total ($) | | Jay R. Luly, Ph.D. | 1,178,400 | 824,880 | 28,908 | 48,911 | 1,442,846 | 3,523,945 | | Matthew P. Kowalsky, J.D. | 460,000 | 184,000 | 27,756 | 1,749 | 91,064 | 764,569 | | Scott T. Rottinghaus, M.D. | 548,000 | 246,600 | 27,756 | 4,165 | 421,358 | 1,247,879 | | Yat Sun Or, Ph.D. | 541,000 | 216,400 | 19,272 | 36,896 | 488,809 | 1,302,377 | | Paul J. Mellett | 489,900 | 195,960 | 19,272 | 39,084 | 451,778 | 1,195,994 |
Potential Payments Upon Termination, Including Termination After a Change in Control Transaction
“Change in control” is defined as (a) the acquisition of 50% or more of our common stock (including shares convertible into common stock) by any person, entity or “group” (as such term is defined in Section 13(d) or 14(d)(2) of the Exchange Act); (b) a change in the majority of the directors on the board of directors being directors who were not nominated by the incumbent board; (c) a merger or similar combination after which 50% or more of our voting stock or any other surviving corporation that is a successor to us is not held by the persons having beneficial ownership of us immediately prior to such merger or combination, or (d) the sale of all or substantially all of our assets. Amount represents 100% of the executive’s target bonus for the fiscal year in which termination of employment occurs. In the case of our CEO, the amount represents 150% of his target bonus. (3) Consists of health, dental and vision benefits and life insurance coverage. The value is based upon the type of insurance coverage we carried for each executive officer as of September 30, 2024 and is valued at the premiums in effect on September 30, 2024. (4) Represents accrued vacation pay due to the executive officer as of September 30, 2024. (5) Represents the intrinsic value, as of September 30, 2024, of all unvested stock options, restricted stock units and performance share units that would vest as a result of the termination of the executive officer’s employment as of September 30, 2024, in connection with a change of control.
CEO Pay Ratio
CEO Pay Ratio In accordance with Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our principal executive officer to the median of the annual total compensation of all of our employees other than our principal executive officer. For fiscal 2024 the annual total compensation for Jay R. Luly, Ph.D., our Chief Executive Officer, as reported in our Summary Compensation Table, was $2,695,276 and the annual total compensation for our median employee was $208,253, resulting in an estimated pay ratio of approximately 13:1.The decrease in the pay ratio from 33:1 in fiscal 2023 to 13:1 in fiscal 2024 was primarily driven by a decrease in CEO pay resulting from a decrease in the grant date fair value of equity awards granted in fiscal 2024. We identified the median employee as of September 30, 2024, by aggregating for each employee employed on that date (i) base salary or wages actually paid in fiscal 2024, (ii) cash incentive compensation actually paid in fiscal 2024, (iii) the grant date fair value of equity awards granted in fiscal 2024 determined in accordance with FASB ASC Topic 718, and (iv) the company-paid 401(k) plan contribution made during fiscal year 2024. We chose this methodology because we believed it was reasonably representative of our employee compensation. We then ranked our employees from lowest to highest using this compensation measure. This calculation was performed for all of our employees who were employed on September 30, 2024, excluding Dr. Luly, which totaled 130 employees, all of whom are based in the United States. Since that resulted in an even number of employees, we selected the employees ranked 65th and 66th on the list and used the average of their compensation as our “median employee” for purposes of calculating the pay ratio. In each case we determined the employee’s annual total compensation in the same manner as we determined Dr. Luly’s compensation for purposes of the Summary Compensation Table.
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we are required to provide the following disclosure for the fiscal years listed below regarding (i) the “compensation actually paid”, as determined under SEC rules, for Jay R. Luly, Ph.D., our principal executive officer (“PEO”) and our Named Executive Officers other than our PEO (our “Non-PEO NEOs”), and (ii) our Company performance. We did not use any financial performance measure to link “compensation actually paid” to our NEOs to our Company performance in the most recently completed fiscal year; accordingly, this disclosure does not present a company-selected measure in the table below nor a tabular list of our most important financial metrics. In making its compensation decisions for any of the years shown, our Compensation Committee did not consider the specific pay-versus-performance information disclosed below; however, our Compensation Committee did consider the year-end retention value of unvested outstanding equity awards held by our NEOs.
Pay Versus Performance
| | | | | | Value of initial fixed $100 investment(4) based on: | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO (1)(2)(3)($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Total Stockholder Return ($) | NBI Total Stockholder Return ($) | Net Income (Loss) ($) (in thousands) | | 2024 | 2,695,276 | 2,193,308 | 1,272,395 | 1,054,828 | 23 | 112 | (116,045) | | 2023 | 7,856,698 | (2,465,479) | 2,813,550 | (445,252) | 24 | 93 | (133,816) | | 2022 | 7,272,656 | 5,374,445 | 2,906,002 | 2,198,850 | 113 | 89 | (121,755) | | 2021 | 5,293,709 | 6,331,662 | 2,106,751 | 2,517,642 | 124 | 119 | (78,996) |
Pay Versus Performance
(1) Jay R. Luly, Ph.D. was our PEO for each year presented. The individuals comprising our Non-PEO NEOs for each fiscal year are as follows:
Pay Versus Performance
| 2024 | 2023 | 2022 | 2021 | | Scott T. Rottinghaus, M.D. | Yat Sun Or, Ph.D. | Scott T. Rottinghaus, M.D. | Brendan Luu | | Matthew P. Kowalsky, J.D. | Nathaniel S. Gardiner, J.D. | Yat Sun Or, Ph.D. | Tara Kieffer, Ph.D. | | Yat Sun Or, Ph.D. | Paul J. Mellett | Nathaniel S. Gardiner, J.D. | Yat Sun Or, Ph.D. | | Paul J. Mellett | Brendan Luu | Paul J. Mellett | Paul J. Mellett |
Pay Versus Performance
(2) The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect certain adjustments to the “Total ($)” column in the Summary Compensation Table, as described in note (3) below. (3) “Compensation Actually Paid” reflects the exclusion and inclusion of certain specified items for the PEO and the Non-PEO NEOs, as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards and Option Awards” column in the tables below are the totals from the “Stock Awards” and “Option Awards” columns set forth in the Summary Compensation Table. When these totals are excluded from the Summary Compensation Table Totals, the remainder is the cash compensation “actually paid” in the corresponding fiscal year. Amounts in the “Inclusion of Equity Values” column in the tables below, which are explained further in those tables, are then added to the cash compensation to determine the “Compensation Actually Paid” in a given fiscal year.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 2,695,276 | (1,463,848) | 961,880 | 2,193,308 | | 2023 | 7,856,698 | (6,604,839) | (3,717,338) | (2,465,479) | | 2022 | 7,272,656 | (6,045,150) | 4,146,939 | 5,374,445 | | 2021 | 5,293,709 | (4,062,488) | 5,100,441 | 6,331,662 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,272,395 | (648,302) | 430,735 | 1,054,828 | | 2023 | 2,813,550 | (2,140,629) | (1,118,173) | (445,252) | | 2022 | 2,906,002 | (2,356,317) | 1,649,166 | 2,198,850 | | 2021 | 2,106,751 | (1,539,520) | 1,950,411 | 2,517,642 |
Pay Versus Performance
The amounts in the “Inclusion of Equity Values” columns in the tables above are the amounts in the “Total – Inclusion of Equity Values” columns below, which are the net totals of the amounts set forth in columns (A), (B) and (C) in the following tables for Dr. Luly and our other NEOs:
Pay Versus Performance
| Year | (A) Year End Fair Value of Equity Awards Granted During the Year for Unvested Equity Awards as of the End of the Year for PEO ($) | (B) Change in Fair Value from Last Day of Prior Year to Last Day of Year for Unvested Equity Awards for PEO ($) | (C) Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2024 | 1,273,998 | (225,162) | (86,956) | 961,880 | | 2023 | 864,459 | (3,440,963) | (1,140,834) | (3,717,338) | | 2022 | 3,824,613 | (393,050) | 715,376 | 4,146,939 | | 2021 | 4,925,055 | 712,784 | (537,398) | 5,100,441 |
Pay Versus Performance
| Year | (A) Average Year End Fair Value of Equity Awards Granted During the Year for Unvested Equity Awards as of the End of the Year for Non-PEO NEOs ($) | (B) Average Change in Fair Value from Last Day of Prior Year to Last Day of Year for Unvested Equity Awards for Non-PEO NEOs ($) | (C) Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year for Non-PEO NEOs ($) | Average Total - Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 509,582 | (66,791)* | (12,056)* | 430,735 | | 2023 | 280,232 | (1,031,435)* | (366,970)* | (1,118,173) | | 2022 | 1,568,955 | (77,517)* | 157,728* | 1,649,166 | | 2021 | 1,933,997 | 83,538** | (67,124)** | 1,950,411 |
Pay Versus Performance
*These averages for 2024, 2023 and 2022 only include the unvested equity awards for three Non-PEO NEOs, as the other NEO did not have any prior year equity awards, which would have skewed the average. **These averages for 2021 only includes the unvested equity awards for two Non-PEO NEOs, as the other two NEOs did not have any prior year equity awards, which would have skewed the average. The negative equity values for our PEO and Non-PEO NEOs in fiscal 2024 and 2023 are due to the 7% and 78% decline, respectively, in the Company's stock price from the prior year fiscal year to the current fiscal year, which affected the value of unvested awards as of September 30, 2024 and 2023 and awards vesting during those fiscal years. (4) The Peer Group TSR set forth in this table utilizes the TSR of the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended September 30, 2024. The comparison assumes $100 was invested in the Company and in the Nasdaq Biotechnology Index, respectively, for the period starting September 30, 2021, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR at the end of each of the four most recent fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Loss during the four most recently completed fiscal years. Description of Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR at each of the four most recently completed fiscal years to that of the Nasdaq Biotechnology Index TSR for the same years. The TSRs are indexed to $100 invested as of the end of the 2020 fiscal year.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table summarizes compensation paid to our non-employee directors during or with respect to the fiscal year ended September 30, 2024.
DIRECTOR COMPENSATION
| Non-Employee Directors: | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Bruce L.A. Carter, Ph.D. | 97,500 | 256,406 | — | 353,906 | | Mark G. Foletta | 75,000 | 256,406 | — | 331,406 | | Yujiro Hata | 62,500 | 256,406 | — | 318,906 | | Kristine Peterson | 70,000 | 256,406 | — | 326,406 | | Lesley Russell, MBChB, MRCP | 65,000 | 256,406 | — | 321,406 | | Terry C. Vance | 77,500 | 256,406 | — | 333,906 | | Employee Directors: | | | | | | Jay R. Luly, Ph.D.(3) | — | — | — | — |
DIRECTOR COMPENSATION
(1) Amounts shown represent the aggregate grant date fair value of the option awards granted on March 6, 2024, to our non-employee directors at the time of the 2024 annual meeting. These grant date fair values were computed in accordance with FASB Topic ASC 718. These amounts do not correspond to the actual value that will be recognized by the non-employee director with respect to such awards. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our financial statements included in our 2024 Form 10-K. (2) In 2024, each of our non-employee directors at the time of the 2024 annual meeting was awarded an option to purchase 15,700 shares, which vests monthly until our next annual meeting of stockholders. The following sets forth the aggregate number of shares underlying outstanding options as of September 30, 2024 held by each director included in the table:
DIRECTOR COMPENSATION
| Director | Option Shares Outstanding* | | Bruce L.A. Carter, Ph.D. | 77,500 | | Mark G. Foletta | 58,500 | | Yujiro Hata | 47,144 | | Kristine Peterson | 72,750 | | Lesley Russell, MBChB, MRCP | 76,500 | | Terry C. Vance | 83,500 | | Jay R. Luly, Ph.D.** | — |
DIRECTOR COMPENSATION
* The exercise prices for the various outstanding stock options of each of the directors set forth above range from $15.66 up to $102.54 (depending on the length of service of the directors). **Excludes outstanding options to purchase an aggregate 1,206,850 shares awarded to Dr. Luly in his capacity as President and Chief Executive Officer of Enanta, outstanding restricted stock units for 66,725 shares with service-based vesting and outstanding PSUs and rTSRUs for an aggregate of 66,000 shares, which is the target number of shares that may be earned by Dr. Luly under various unit awards. Dr. Luly receives no compensation for his service on the Board. All of his compensation is described above in this proxy statement under the heading “Executive Compensation – Summary Compensation Table.”
Director Compensation Policy
Director Compensation Policy Our non-employee directors received an annual retainer of $50,000 starting in calendar 2024. The Chairman of our Board of Directors also received an additional retainer of $35,000. In addition, all non-employee directors who served on one or more committees received the following committee fees:
Director Compensation Policy
| Committee | Chair | Other Member | | Audit Committee | $20,000 | $10,000 | | Compensation Committee | $15,000 | $7,500 | | Nominating and Corporate Governance Committee | $10,000 | $5,000 |
Director Compensation Policy
Other than the annual retainers and committee fees described above, non-employee directors were not entitled to receive any cash fees in connection with their service on our Board in 2024. Equity awards to our non-employee directors are made on the date of our annual meeting of stockholders and, in the case of new directors, when they join our Board of Directors. At our 2024 annual meeting of stockholders, each non-employee director who had served at least six months prior to the annual meeting was awarded an option to purchase 15,700 shares, vesting monthly over the year of service until the next annual meeting. Any new director is granted an option award upon joining our Board of Directors, which would typically be approximately 1.7 times the most recent annual grant to non-employee directors and would vest monthly over three years. Our Board has approved limitations on non-employee director compensation, which are set forth in our 2019 Equity Plan. These limitations, which apply to total annual compensation, including annual retainer, committee fees and equity awards, are $900,000 in the year of initial election (when an initial equity award is granted) and $600,000 for each year thereafter.