DEF 14A of Personalis, Inc., Apr 3, 2025

DEF 14A of Personalis, Inc.

Filed Apr 3, 2025 · FY20240000950170-25-050392

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our amended and restated certificate of incorporation provides for a classified board of directors (“Board of Directors”) consisting of three classes of directors. Currently, Class I and Class III each consist of two directors, and Class II consists of three directors. Each class serves for a three-year term. Vacancies on our Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by our Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Board of Directors currently is composed of seven directors. There are two directors whose term of office expires in 2025, each of which have been nominated for re-election as directors at the Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors (the “Nominating and Corporate Governance Committee”), our Board of Directors has nominated the two incumbent directors listed in the table below for election as directors at the Annual Meeting, both of whom have previously been elected by our stockholders. If the nominees listed below are elected, they will each hold office until the annual meeting of stockholders in 2028 and until each of their successors has been duly elected and qualified or, if sooner, until the director’s death, resignation or removal. Each of the nominees are currently serving on our Board of Directors and have consented to being named in this proxy statement and to serve if elected. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. All of our then-serving directors attended the Annual Meeting of our stockholders held in 2024. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to believe that each director should serve on the Board of Directors. There are no family relationships among any of our executive officers or directors.

  2. ELECTION OF DIRECTORS

    | Nominees | Age(1) | Term Expires | Position(s) Held | Director Since | | A. Blaine Bowman | 78 | 2025 | Director | 2019 | | Karin Eastham | 75 | 2025 | Director, Chair of the Board | 2019 |

  3. ELECTION OF DIRECTORS

    (1) As of March 20, 2025. A. Blaine Bowman. Mr. Bowman has served on our Board of Directors since May 2019. Beginning in 2006, Mr. Bowman served on the board of directors of Solexa, Inc., a DNA sequencing company, until its sale to Illumina, Inc., a publicly traded biotechnology company and leader in DNA sequencing, in January 2007, after which Mr. Bowman continued to serve on the board of directors of Illumina, Inc. until May 2018. From July 2012 to December 2015, Mr. Bowman served on the board of directors of Altera Corporation, a publicly traded programmable logic devices company. From March 1977 to August 2005, Mr. Bowman served in various roles at Dionex Corporation, a publicly traded manufacturer of analytical instruments, including Chairman of the board of directors, President, and Chief Executive Officer, and he served on the board of directors until its sale to Thermo Fisher Scientific Inc. in May 2011. Mr. Bowman holds a B.S. in Physics from Brigham Young University and an M.B.A. from the Stanford Graduate School of Business. Mr. Bowman was selected to serve on our Board of Directors because of his experience in executive roles and his experience serving on the boards of directors of various instrumentation and biotechnology companies. Karin Eastham. Ms. Eastham has served on our Board of Directors since September 2019. Ms. Eastham has served on the board of Veracyte, Inc., a publicly traded genomic diagnostics company, since December 2012. Ms. Eastham previously served as a member of the board of directors of Nektar Therapeutics, Inc., a publicly traded biopharmaceutical company, from September 2018 to June 2023; Geron Corporation, a publicly traded clinical stage biopharmaceutical company, from March 2009 to May 2023; and Illumina, Inc., a publicly traded biotechnology company and leader in DNA sequencing, from August 2004 to May 2019. From May 2004 to September 2008, Ms. Eastham served as Executive Vice President and Chief Operating Officer, and as a member of the Board of Trustees, of the Burnham Institute for Medical Research, a non-profit corporation engaged in biomedical research. Ms. Eastham holds a B.S. in Accounting and an M.B.A. from Indiana University and is a Certified Public Accountant (inactive). Ms. Eastham was selected to serve on our Board of Directors because of her expertise in financial and operations management and experience serving on the boards of publicly traded life science companies.

  4. The Board of Directors Recommends

    The Board of Directors Recommends a Vote “For” Each of the Nominees Named Above.

  5. Information About Our Continuing Directors

    Information About Our Continuing Directors Set forth below are the names, ages, and length of service of the remaining members of our Board of Directors whose terms continue beyond the Annual Meeting.

  6. Information About Our Continuing Directors

    | Continuing Directors | Age (1) | Term Expires | Position(s) Held | Director Since | | Olivia K. Bloom | 56 | 2026 | Director | 2022 | | Christopher Hall | 56 | 2027 | President, Chief Executive Officer, and Director | 2023 | | Woodrow A. Myers, Jr., M.D. | 71 | 2026 | Director | 2021 | | Lonnie Shoff | 66 | 2027 | Director | 2022 | | Kenneth J. Widder, M.D | 72 | 2027 | Director | 2023 |

  7. Information About Our Continuing Directors

    As of March 20, 2025. The principal occupation, business experience, and education of each continuing director are set forth below. Olivia K. Bloom. Ms. Bloom has served on our Board of Directors since March 2022. In September 2023, after a 29-year career with Geron Corporation, a publicly traded clinical stage biopharmaceutical company, Ms. Bloom retired as Executive Vice President, Chief Financial Officer and Treasurer. During that tenure, Ms. Bloom held several financial management positions, including Chief Accounting Officer and Controller, as well as lead several operational functions, including purchasing, information technology and investor relations. Ms. Bloom started her career in public accounting at KPMG International Limited and became a Certified Public Accountant in 1994. Ms. Bloom holds a B.S. in Business Administration from the University of California, Berkeley. Ms. Bloom was selected to serve on our Board of Directors because of her expertise in finance, accounting, and corporate governance and her experience as a senior female executive working for and with publicly traded life science companies. Christopher Hall. Mr. Hall has served as our Chief Executive Officer and President since March 2023 and before that served as our Senior Vice President and Head, Diagnostics Business upon joining our company in October 2022. Mr. Hall has also served as a member of the Board of Directors since March 2023. From October 2020 to July 2022, Mr. Hall served as Chief Executive Officer of Naring Health, Inc., a medical research services company. From February 2010 to July 2019, Mr. Hall served as President, Chief Operating Officer, and Chief Commercial Officer at Veracyte, Inc., a publicly traded global diagnostics company. Mr. Hall holds a B.A. in Political Science and Economics from DePauw University and an M.B.A. from Harvard Business School. Mr. Hall was selected to serve on our Board of Directors because of the perspective and experience he brings as our Chief Executive Officer and his operating and management experience in the healthcare industry, particularly related to building out a clinical diagnostic business. Woodrow A. Myers, Jr., M.D. Dr. Myers has served on our Board of Directors since March 2021. Dr. Myers serves as an Advisor to Lightspeed Venture Partners Inc., to the SCAN Group and to eHealth Inc. From May 2007 to December 2018, Dr. Myers served on the board of directors of Express Scripts Inc., a publicly traded health care company. From January 2018 to February 2019, Dr. Myers served as Chief Medical Officer and Chief Healthcare Strategist for Blue Cross Blue Shield of Arizona. He has also served as the Chief Medical Officer of Wellpoint Health Networks and Director of Healthcare Management for the Ford Motor Company. In the public sector he has served as the Health Commissioner of New York City and the State of Indiana. Since December 2015, Dr. Myers has served as Managing Director of Myers Ventures LLC, a healthcare consulting company. Dr. Myers holds a B.S. in Biology from Stanford University, an M.B.A. from Stanford Graduate School of Business, and an M.D. from Harvard Medical School. Dr. Myers was selected to serve on our Board of Directors because of his extensive experience in the healthcare industry, including in government and health policy roles. Lonnie Shoff. Ms. Shoff has served on our Board of Directors since August 2022. Ms. Shoff served as President of Antech and Sound Diagnostics, a business unit of Mars Petcare, from April 2020 to December 2022. From September 2016 to April 2020, Ms. Shoff served as President of the Clinical Diagnostics Division at Thermo Fisher Scientific Inc. From September 2009 to May 2016, Ms. Shoff held various positions at Henry Schein, a publicly traded health care product distributor, including Chief Executive Officer of the Global Animal Health and Strategic Partnership Group and President of the Global Healthcare Specialty Group. Ms. Shoff also held positions of increasing responsibility including the Senior Vice President & General Manager of Molecular Diagnostic and Applied Science at Roche, a Swiss multinational healthcare company, from August 1988 to September 2009. Ms. Shoff holds a B.S. in Biology from Purdue University. Ms. Shoff was selected to serve on our Board of Directors because of her experience in operating and managing healthcare companies and her experience in executive roles in the life sciences industry. Kenneth J. Widder, M.D. Dr. Widder has served on our Board of Directors since June 2023. Dr. Widder currently serves on the boards of QuidelOrtho Corporation and Evoke Pharma, Inc. and has over 40 years of experience working with biomedical companies, having previously served as a founder, director and/or chief executive officer of Sydnexis, Inc., OrphoMed, Inc., Sytera, Inc., NovaCardia, Inc., Santarus, Inc., and Molecular Biosystems Inc., and as a general partner at LVP Life Science Ventures (formerly Latterell Venture Partners) and Windamere Venture Partners. He holds an MD from Northwestern University and trained in pathology at Duke University. Dr. Widder was selected to serve on our Board of Directors because of his extensive industry and board experience with diagnostic and emerging healthcare companies.

  8. Summary Compensation Table

    Summary Compensation Table

  9. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Christopher Hall | 2024 | 587,500 | 522,460 | 423,000 | 3,000 | 1,535,960 | | President, Chief Executive Officer, and Director | 2023 | 533,750 | 763,040 | 427,000 | 3,000 | 1,726,790 | | Aaron Tachibana | 2024 | 526,250 | 229,744 | 252,600 | 3,000 | 1,011,594 | | Chief Financial Officer and Chief Operating Officer | 2023 | 505,000 | 858,420 | 303,000 | 3,000 | 1,669,420 | | Richard Chen, M.D., M.S. | 2024 | 511,250 | 229,744 | 245,400 | 3,000 | 989,394 | | Executive Vice President, Research and Development and Chief Medical Officer | 2023 | 498,500 | 476,900 | 299,100 | 3,000 | 1,277,500 |

  10. Summary Compensation Table

    (1) Amounts represent the aggregate grant date fair value of stock options granted to our named executive officers during 2023 and 2024, computed in accordance with ASC Topic 718. The grant date fair value of the stock options granted during 2024 that vest based on the achievement of performance conditions is reported based on the probable outcome of such performance conditions. The Company determined that it was probable at grant that the highest level of the performance conditions would be achieved, therefore, the amount reflected in the column for the performance-based stock options granted in 2024 represents their maximum value at the grant date. Assumptions used in the calculation of these amounts are included in Note 10 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. (2) Amounts represent annual performance-based cash bonuses earned by our named executive officers based on the achievement of certain corporate performance objectives during 2023 and 2024. For more information regarding the 2024 performance-based cash bonuses earned by our named executive officers, see below under “Narrative to Summary Compensation Table—Annual Bonus Plan.” (3) Amounts represent matching contributions under our 401(k) plan during 2023 and 2024.

  11. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table shows certain information regarding outstanding equity awards at December 31, 2024 for the named executive officers.

  12. Outstanding Equity Awards at December 31, 2024

    | | Option Awards | | | | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | | Christopher Hall | 10/31/2022 | 10/31/2022(2) | | | | | | 112,500 | 650,250 | | | 10/31/2022 | 10/31/2022(3) | 148,958 | 126,042 | | 2.67 | 10/31/2032 | | | | | 3/15/2023 | 3/15/2023(4) | 233,333 | 166,667 | | 2.76 | 3/15/2033 | | | | | 3/15/2024 | 3/15/2024(4) | 100,000 | 300,000 | | 1.61 | 3/15/2034 | | | | | 3/15/2024 | | | | 100,000(9) | 1.61 | 3/15/2034 | | | | Aaron Tachibana | 3/13/2019 | 3/12/2019(8) | 212,500 | — | | 9.16 | 3/13/2029 | | | | | 12/1/2020 | 3/16/2023(8) | 30,000 | — | | 28.17 | 12/1/2030 | | | | | 5/15/2021 | 5/15/2021(5) | 35,833 | 4,167 | | 19.74 | 5/15/2031 | | | | | 5/15/2021 | 5/15/2021(6) | | | | | | 2,500 | 14,450 | | | 7/27/2021 | 7/27/2021(6) | | | | | | 2,500 | 14,450 | | | 7/27/2021 | 7/27/2021(5) | 10,677 | 1,823 | | 20.40 | 7/27/2031 | | | | | 8/15/2022 | 5/15/2022(7) | 25,738 | 4,152 | | 5.32 | 8/15/2032 | | | | | 3/15/2023 | 3/15/2023(4) | 262,500 | 187,500 | | 2.76 | 3/15/2033 | | | | | 3/15/2024 | 3/15/2024(4) | 43,750 | 131,250 | | 1.61 | 3/15/2034 | | | | | 3/15/2024 | | | | 45,000(9) | 1.61 | 3/15/2034 | | | | Richard Chen, M.D., M.S. | 5/24/2017 | 5/1/2017(8) | 100,000 | — | | 2.44 | 5/24/2027 | | | | | 4/25/2018 | 5/1/2018(8) | 37,500 | — | | 3.80 | 4/25/2028 | | | | | 12/14/2018 | 12/14/2018(8) | 62,500 | — | | 7.32 | 12/14/2028 | | | | | 3/16/2020 | 3/16/2020(8) | 37,500 | — | | 4.75 | 3/16/2030 | | | | | 12/1/2020 | 3/16/2023(8) | 30,000 | — | | 28.17 | 12/1/2030 | | | | | 5/15/2021 | 5/15/2021(7) | 40,312 | 4,688 | | 19.74 | 5/15/2031 | | | | | 5/15/2021 | 5/15/2021(6) | | | | | | 2,500 | 14,450 | | | 7/27/2021 | 7/27/2021(6) | | | | | | 2,500 | 14,450 | | | 7/27/2021 | 7/27/2021(5) | 10,677 | 1,823 | | 20.40 | 7/27/2031 | | | | | 8/15/2022 | 5/15/2022(7) | 25,738 | 4,152 | | 5.32 | 8/15/2032 | | | | | 3/15/2023 | 3/15/2023(4) | 145,833 | 104,167 | | 2.76 | 3/15/2033 | | | | | 3/15/2024 | 3/15/2024(4) | 43,750 | 131,250 | | 1.61 | 3/15/2034 | | | | | 3/15/2024 | | | | 45,000(9) | 1.61 | 3/15/2034 | | |

  13. Outstanding Equity Awards at December 31, 2024

    (1) The market value is based on the closing price of our common stock as of December 31, 2024 of $5.78 per share. (2) The shares subject to the restricted stock unit award vest in a series of 4 equal annual installments measured from the grant date, subject to continuous service as of each such vesting date. (3) 25% of the shares subject to the option vest one year from the grant date, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continuous service as of each such vesting date. (4) The shares subject to the option vest in 36 equal monthly installments measured from the grant date, subject to continuous service as of each such vesting date. (5) The shares subject to the option vest in 48 equal monthly installments measured from the grant date, subject to continuous service as of each such vesting date. (6) The shares subject to the restricted stock unit award vest in 8 equal semiannual installments measured from the grant date, subject to continuous service as of each such vesting date. (7) The shares subject to the option vest in 36 equal monthly installments measured from the vesting commencement date, subject to continuous service as of each such vesting date. (8) Fully vested as of December 31, 2024. (9) The performance-based stock option vests between 0% and 100% of the total number of shares subject to the option upon achievement of certain specified reimbursement milestones on or before December 31, 2025 (as certified by the Compensation Committee or the Board of Directors), subject to continuous service as of each such vesting date.

  14. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive amounts earned during his or her term of service, including unpaid salary and unused vacation. We have entered into an agreement with each of our named executive officers with respect to potential payments and benefits due upon certain terminations of employment or a change in control. In September 2023, the Compensation Committee approved an amendment and restatement of the terms of the executive severance agreements for Messrs. Hall and Tachibana and Dr. Chen, each dated September 25, 2023 (each an “A&R Executive Severance Agreement,” and, collectively, the “A&R Executive Severance Agreements”).

  15. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation actually paid to our principal executive officers (“PEOs”) and Non-PEO named executive officers (“NEOs”) and the Company’s performance for the fiscal years listed below. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For additional information about our pay for performance compensation philosophy and how the Company seeks to align executive compensation with the Company’s performance, refer to the section above titled “Executive Compensation.”

  16. Pay Versus Performance

    | Year | Summary Compensation Table Total for First PEO(1)(2) ($) | Summary Compensation Table Total for Second PEO(1)(2) ($) | Summary Compensation Table Total for Third PEO(1)(2) ($) | Compensation Actually Paid to First PEO(1)(3)(4) ($) | Compensation Actually Paid to Second PEO(1)(3)(4) ($) | Compensation Actually Paid to Third PEO(1)(3)(4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(5) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3)(4) ($) | Value of Initial Fixed $100 Investment based on:(6) TSR ($) | Net Income ($ Millions)(7) | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (h) | | 2024 | — | 1,535,960 | — | — | 4,408,302 | — | 1,000,494 | 2,135,993 | 40.50 | (81.3) | | 2023 | — | 1,726,790 | 1,669,420 | — | 1,398,493 | 1,397,716 | 975,890 | 887,162 | 14.72 | (108.3) | | 2022 | 5,615,508 | — | 676,010 | (2,299,252) | — | (2,207,843) | 951,541 | (344,726) | 13.88 | (113.3) |

  17. Pay Versus Performance

    (1) John West (sometimes referred to as “First PEO”) was our former Chief Executive Officer for 2022 and retired, effective December 31, 2022. Christopher Hall (sometimes referred to as “Second PEO”) commenced employment with us on October 31, 2022, and was appointed as our President, effective December 31, 2022. On March 2, 2023, he was appointed as our Chief Executive Officer, in addition to his role as our President. All compensation disclosed for Mr. Hall for 2022 was paid to him in his role as SVP and Head, Diagnostics Business. Aaron Tachibana (sometimes referred to as “Third PEO”) served as our Interim Chief Executive Officer from December 31, 2022 through March 2, 2023. Compensation disclosed for Mr. Tachibana between December 31, 2022 and March 2, 2023 was paid to him in his role as Interim Chief Executive Officer. On March 2, 2023, Mr. Tachibana was appointed as our Chief Operating Officer, in addition to his role as our Chief Financial Officer, and all compensation disclosed for him after March 2, 2023 was paid to him in his roles as Chief Financial Officer and Chief Operating Officer. All compensation disclosed for Mr. Tachibana for 2022 was paid to him in his role as Chief Financial Officer. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  18. Pay Versus Performance

    | 2022 | 2023 | 2024 | | Christopher Hall | Richard Chen | Aaron Tachibana | | Richard Chen | Stephen Moore | Richard Chen |

  19. Pay Versus Performance

    (2) The dollar amounts reported in each column (b) are the amounts of total compensation reported for our PEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the section titled “Executive Compensation—Summary Compensation Table” in this proxy statement and, with respect to 2022 only, in last year’s proxy statement. (3) The dollar amounts reported in each column (c) and (e) represent the amount of “compensation actually paid” to each PEO and the average amount of “compensation actually paid” to our non-PEO NEOs, respectively, and have been calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect compensation actually earned, realized, or received by the NEOs. These amounts reflect the amounts reported in the “Total” column of the Summary Compensation Table in each applicable year with certain adjustments as described in footnote 4 below. (4) The dollar amounts reported in each column (c) and (e) represent the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below for 2024. Equity values are calculated in accordance with ASC Topic 718. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the “Stock Awards” and “Option Awards” columns set forth in the Summary Compensation Table in each applicable year.

  20. Pay Versus Performance

    | Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Stock Awards and Option Awards for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) | Compensation Actually Paid to Second PEO ($) | | 2024 | 1,535,960 | (522,460) | 3,394,802 | 4,408,302 |

  21. 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 | 1,000,494 | (229,744) | 1,365,243 | 2,135,993 |

  22. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  23. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($) | Total - Inclusion of Equity Values for Second PEO ($) | | 2024 | 1,491,885 | 1,328,185 | 260,952 | 313,779 | — | 3,394,802 |

  24. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 652,700 | 497,023 | 114,167 | 101,353 | — | 1,365,243 |

  25. Pay Versus Performance

    (5) The dollar amounts reported in column (d) represent the average of the amounts reported for the non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. (6) Assumes $100 was invested in the Company for the period starting December 31, 2021, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. The amounts reported represent net loss as reflected in the Company’s audited financial statements for the applicable year. Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between compensation actually paid to each of our PEOs, the average of compensation actually paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between compensation actually paid to each of our PEOs, the average of compensation actually paid to our Non-PEO NEOs, and our net income (loss) during the three most recently completed fiscal years. The information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  26. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table shows for the year ended December 31, 2024 certain information with respect to the compensation of our non-employee directors:

  27. Director Compensation for 2024

    Director Compensation for 2024

  28. Director Compensation for 2024

    | Name | Fees Earned or Paid in Cash | Option Awards(1)(2) | Stock Awards(2) | Total | | Olivia K. Bloom | $64,677 | $45,810 | $— | $110,487 | | A. Blaine Bowman | 65,000 | 45,810 | — | 110,810 | | Karin Eastham | 120,000 | 45,810 | — | 165,810 | | Woodrow Myers, Jr., M.D. | 52,500 | 45,810 | — | 98,310 | | Lonnie Shoff | 47,500 | 45,810 | — | 93,310 | | Kenneth J. Widder, M.D.(5) | 45,000 | 45,810 | — | 90,810 |

  29. Director Compensation for 2024

    (1) Amounts represent the aggregate grant date fair value of stock options granted to our non-employee directors during 2024, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the non-employee directors. (2) The aggregate number of shares outstanding under all options and stock awards held by our non-employee directors as of December 31, 2024 are set forth in the table below. The following table lists the aggregate number of shares with respect to the equity awards held by each of our non-employee directors as of December 31, 2024:

  30. Director Compensation for 2024

    | Name | Number of Shares Underlying Option Awards | Number of Shares of Stock or Units | | Olivia K. Bloom | 120,726 | 3,415 | | A. Blaine Bowman | 153,264 | — | | Karin Eastham | 147,264 | — | | Woodrow Myers, Jr., M.D. | 112,983 | — | | Lonnie Shoff | 137,345 | 10,313 | | Kenneth J. Widder, M.D. | 130,000 | — |

  31. Director Compensation for 2024

    The table above does not include Mr. Hall because he did not receive any additional compensation for services provided as a director.

  32. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We have adopted a non-employee director compensation policy, pursuant to which our non-employee directors will be eligible to receive cash compensation and equity awards for service on our Board of Directors and committees of our Board of Directors. Our non-employee director compensation policy was most recently amended in February 2024 (the “ Amended Policy”). Except as indicated below, the terms of the Amended Policy are the same as the terms of our non-employee director compensation policy that was in effect immediately prior to the effectiveness of the Amended Policy (such prior policy, the “Prior Policy”). Under our Amended Policy, each non-employee director receives an annual cash retainer of $40,000 for serving on our Board of Directors. The Lead Independent Director, as applicable, is entitled to a cash retainer of $60,000 in lieu of the annual retainer received by other non-employee directors for serving as our Lead Independent Director. The Chair of the Board, as applicable, is entitled to a cash retainer of $100,000 in lieu of the annual retainer received by other non-employee directors for serving as our Chair. The Chair and members of the three committees of our Board of Directors are entitled to the following additional annual cash retainers:

  33. Non-Employee Director Compensation Policy

    | Board Committee | Chair Fee* | Member Fee | | Audit Committee | $20,000 | $10,000 | | Compensation Committee | 15,000 | 7,500 | | Nominating and Corporate Governance Committee | 10,000 | 5,000 |

  34. Non-Employee Director Compensation Policy

    * Cash retainer for the Chair is in lieu of the annual member fee. All annual cash compensation amounts are payable in equal quarterly installments in arrears no later than 30 days following the end of each fiscal quarter in which the service occurred, prorated for any partial quarter of service. Under our Amended Policy, newly appointed or elected non-employee directors will automatically receive a nonstatutory stock option to purchase 80,000 shares of our common stock. Each initial equity award will vest in a series of three successive equal annual installments over the three-year period measured from the date of grant, such that the shares will be fully vested on the third anniversary of the date of grant, subject to the director’s continuous service (as defined in the 2019 Plan) on the Board of Directors through each such date. At the close of business on the date of each annual meeting of our stockholders, each non-employee director continuing in office will automatically receive a nonstatutory stock option to purchase 50,000 shares of our common stock (which, in the case of the Prior Policy, was 40,000 shares of our common stock). Each annual equity award will vest upon the earlier of the one (1) year anniversary of the grant date or the day prior to our next annual meeting occurring after the grant date, subject to the director’s continuous service on the Board of Directors through each such date. In addition, in the event of a change in control (as defined in the 2019 Plan) of the Company, the shares underlying such grants will vest and become exercisable immediately prior to the effectiveness of such change in control, subject to the applicable non-employee director remaining in continuous service through such time. The exercise price per share of each stock option granted under the Amended Policy will be equal to 100% of the Fair Market Value (as defined in the 2019 Plan) of a share of our common stock on the date of grant. Each stock option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the non-employee director’s continuous service with us or a corporate transaction, each as provided under the 2019 Plan, except that the post-termination exercise period for each stock option granted pursuant to the Amended Policy shall equal the lesser of (i) 36 months from the date of termination of the non-employee director’s continuous service for any reason other than removal with cause by a vote of the stockholders in accordance with our Bylaws and (ii) the remaining period of the applicable stock option’s ten-year term.