DEF 14A of Viking Therapeutics, Inc., Apr 8, 2025

DEF 14A of Viking Therapeutics, Inc.

Filed Apr 8, 2025 · FY20240000950170-25-052162

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our business and affairs are managed under the direction of our Board, which currently consists of six members. The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to our management. In accordance with our Charter and our Bylaws, our Board is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows: • our class I directors are Mr. Foehr and Mr. Rowland, and their term will expire at the Annual Meeting; • our class II directors are Mr. Singleton and Dr. Rouan, and their term will expire at the annual meeting of stockholders to be held in 2026; and • our class III directors are Dr. Lian and Dr. Macartney, and their term will expire at the annual meeting of stockholders to be held in 2027. At each annual meeting of stockholders, the successors to the directors whose term will then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. In addition, the authorized number of directors may be changed only by resolution of our Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our Board may have the effect of delaying or preventing a change of our management or a change in control. The names of our current directors, their ages as of April 8, 2025, director class and biographies are listed below. There are no family relationships between or among any of our directors.

  2. BOARD OF DIRECTORS

    | Name | Age | Director Class | Position(s) | | Matthew W. Foehr | 52 | Class I | Director | | Charles A. Rowland, Jr. | 66 | Class I | Director | | J. Matthew Singleton | 72 | Class II | Director | | S. Kathy Rouan, Ph.D. | 62 | Class II | Director | | Lawson Macartney, B.V.M.S., Ph.D. | 67 | Class III | Chairperson of our Board | | Brian Lian, Ph.D.(1) | 59 | Class III | President and Chief Executive Officer, Director |

  3. BOARD OF DIRECTORS

    (1) Please see “Executive Officers” on page 8 of this proxy statement for Dr. Lian’s biography. Matthew W. Foehr has served as a member of our Board since May 2014. He has also served as the President and Chief Executive Officer and a member of the board of directors of OmniAb, Inc. since November 2022. From February 2015 to November 2022, Mr. Foehr served as President and Chief Operating Officer of Ligand Pharmaceuticals Incorporated (“Ligand”), and previously served as Executive Vice President and Chief Operating Officer of Ligand from April 2011 to February 2015. From February 2015 to May 2020, he served on the board of directors of Ritter Pharmaceuticals, Inc. (now named Qualigen Therapeutics, Inc.) and served on its audit committee and as Chair of its compensation committee. Mr. Foehr has over 25 years of experience in the pharmaceutical industry, having managed global operations, technology development and licensing, and research and development programs. From March 2010 to April 2011, he was Vice President and Head of Consumer Dermatology R&D, as well as Acting Chief Scientific Officer of Dermatology, in the Stiefel division of GSK. Following GSK’s $3.6 billion acquisition of Stiefel Laboratories, Inc., a pharmaceutical company, in 2009, Mr. Foehr led the R&D integration of Stiefel into GSK. At Stiefel Laboratories, Inc., Mr. Foehr served as Senior Vice President of Global R&D Operations, Senior Vice President of Product Development & Support, and Vice President of Global Supply Chain Technical Services from January 2007 to March 2010. Prior to Stiefel, Mr. Foehr held various executive roles at Connetics Corporation, a pharmaceutical company, including Senior Vice President of Technical Operations and Vice President of Manufacturing. Early in his career, Mr. Foehr managed manufacturing activities and worked in process sciences at both LXR Biotechnology Inc. and Berlex Biosciences. He received his BS in Biology from Santa Clara University. We believe that Mr. Foehr’s past service in executive management roles for companies in the pharmaceutical industry and related experience provide him with the qualifications and skills to serve as a member of our Board. Charles A. Rowland, Jr., MBA, has served as a member of our Board since July 2017. He has served as a member of the board of directors and chair of the audit committee of Generation Bio Co. since July 2018. Mr. Rowland’s past board services include him being a member of the board of directors and chair of the compensation committee of Nabriva Therapeutics, AG from January 2015 through January 2025. He also previously served as a member of the board of directors and chair of the audit and compensation committees of Orchard Therapeutics plc from June 2018 to January 2024, when Orchard Therapeutics plc was acquired by Kyowa Kirin Co., Ltd. From March 2015 to June 2022, Mr. Rowland served as a member of the board of directors and chair of the audit committee of Blueprint Medicines Corporation,and was a member of the board of Psioxus Therapeutics from August 2017 to October 2019, Vitae Pharmaceuticals, Inc. from September 2014 to September 2016, BIND Therapeutics, Inc. from May 2014 to July 2016, and Idenix Pharmaceuticals, Inc. from June 2013 to August 2014. From April 2016 to February 2017, he served as president and chief executive officer of Aurinia Pharmaceuticals Inc., and as a member of the board of directors of Aurinia from July 2014 to February 2017. Mr. Rowland previously served as vice president and chief financial officer of ViroPharma Incorporated, an international biopharmaceutical company, from October 2008 until it was acquired by Shire plc in January 2014. Prior to joining ViroPharma, from 2006 to 2008, Mr. Rowland served as executive vice president and chief financial officer, as well as the interim co chief executive officer, for Endo Pharmaceuticals Inc., a specialty pharmaceutical company with a primary focus in pain management. Mr. Rowland previously held positions of increasing responsibility at Biovail Pharmaceuticals, Inc., Breakaway Technologies, Inc., Pharmacia Corporation, Novartis AG and Bristol-Myers Squibb Co., each a biopharmaceutical company. Mr. Rowland received a B.S. in Accounting from Saint Joseph’s University and an M.B.A. with a finance concentration from Rutgers University. We believe that Mr. Rowland’s financial and business expertise in the life sciences industry provide him with the qualifications and skills to serve as a member of our Board. J. Matthew Singleton has served as a member of our Board and as Chairman of the Audit Committee since May 2014. In October 2011, Mr. Singleton retired from his position as Executive Vice President and Chief Financial Officer of CitationAir (formerly CitationShares LLC), a privately held jet services company wholly-owned by Textron Inc., a public industrial conglomerate. He had served in this position since 2000. Mr. Singleton has extensive financial, accounting and transactional experience, including through his role as Managing Director, Executive Vice President and Chief Administrative Officer of CIBC World Markets, an investment banking company, wholly-owned by the Canadian Imperial Bank of Commerce, a public company. In that position, which he held from 1994 through 1997, he served as a senior officer actively supervising the chief financial officer, the chief tax officer, the general counsel and the head of operations, among others. He served for 20 years, from 1974 to 1994, at Arthur Andersen & Co., a public accounting firm, including ten years as a partner and as Partner-in-Charge of the Metro New York Audit and Business Advisory Practice from 1992 through 1994. Throughout his career at Arthur Andersen, he held direct responsibility for clients in addition to any management or administrative duties. Earlier in his Arthur Andersen career, he served as a Practice Fellow on secondment to the Financial Accounting Standards Board, a private organization responsible for establishing financial accounting and reporting standards in the United States. From 2003 until 2014, Mr. Singleton served as a director of Cubist Pharmaceuticals Inc. (“Cubist”), and as Audit Committee Chair from 2004 until 2014. In that position, he led the Cubist Board’s oversight and assessment of the performance of Cubist and its public accountants in the preparation, audit and evaluation of Cubist’s financial statements. Mr. Singleton previously served as an independent director of Salomon Reinvestment Company Inc., a privately held investment services company. Mr. Singleton received an AB in Economics cum laude from Princeton University in 1974 and an MBA from New York University with a focus in Accounting in 1977. Mr. Singleton was a Certified Public Accountant in the State of New York from 1977 until 1994, and was continuously in good standing. We believe that Mr. Singleton’s financial, accounting and business expertise provide him with the qualifications and skills to serve as a member of our Board, and are of particular importance as we continue to finance our operations.

  4. BOARD OF DIRECTORS

    S. Kathy Rouan, Ph.D. has served as a member of our Board since July 2019. Dr. Rouan is an experienced drug developer and leader with over 30 years of pharmaceutical industry experience. She was appointed Senior Vice President and Head of Projects, Clinical Platforms and Sciences (PCPS) at GlaxoSmithKline plc (GSK) in May 2016, following a 27-year career in a range of discovery and development roles. The PCPS organization within GSK encompasses the Global Clinical Operations, Statistics and Programming, Clinical Pharmacology, GCP Quality, Third Party Resourcing and Project Management functions and includes approximately 1,800 staff in 20 countries. Dr. Rouan was the Head of Research & Development for Stiefel, a dermatology focused subsidiary of GSK, from 2013 to 2016. Dr. Rouan joined GSK in 1989 with a background in Pharmaceutical Sciences focusing on formulation development of protein pharmaceuticals. In 1993, she moved into Project Leadership and Management becoming Vice President and Head of Metabolism and Pulmonary Project Management in 1999. Dr. Rouan continued to lead projects in a number of therapeutic areas, including cardiovascular, immunoinflammation and gastroenterology therapy areas. In 2007, she led the development, submission and approval of Arzerra (ofatumumab) in refractory chronic lymphocytic leukemia in addition to leading its development in other oncology and autoimmune indications. In 2012, Dr. Rouan became Head of Biopharmaceutical Development responsible for the delivery of GSK’s portfolio of biopharmaceutical medicines. Currently, Dr. Rouan is serving as a non-executive Board member at Code Biotherapeutics, Inc. She previously served on the board of directors of Navidea Pharmaceuticals, Inc. from 2018 to 2021. Dr. Rouan earned a Ph.D. in Pharmaceutical Sciences from the University of Rhode Island, while conducting her research at Pfizer’s Immunoinflammation Research group in Groton, Connecticut. She holds a B.Pharm., First Class Honours, from the University of London. We believe that Dr. Rouan’s extensive drug development and leadership experience in the pharmaceutical industry provide her with the qualifications and skills to serve as a member on our Board. Lawson Macartney, B.V.M.S., Ph.D., has served as the Chairperson of our Board since May 2015 and as a member of our Board since May 2014. From January 2017 to June 2017, Dr. Macartney served as Chief Executive Officer of Scout Bio Inc., a gene therapy company developing therapies for companion animals. Dr. Macartney serves on the Board of Dechra PLC, an international animal health pharmaceutical company based in the United Kingdom, and on the Supervisory Board of the Netherlands Translational Research Centre, a preclinical biopharmaceutical company based in The Netherlands. He served as President, Chief Executive Officer and a member of the board of directors of Ambrx Inc., a biopharmaceutical company, from February 2013 to June 2015. Prior to Ambrx, Dr. Macartney served at Shire AG, a specialty biopharmaceutical company, as Senior Vice President of the Emerging Business Unit from 2011 to 2013, where he was responsible for discovery initiatives through Phase 3 development of Shire’s Specialty Pharmaceutical portfolio. Prior to joining Shire AG, he served at GSK, a pharmaceutical company, from 1999 to 2011, as Senior Vice President of Global Product Strategy and Project/Portfolio Management from 2007 to 2011, as Senior Vice President, Cardiovascular and Metabolic Medicine Development Center from 2004 to 2007, and as Vice President, Global Head of Cardiovascular, Metabolic and Urology Therapeutic Areas from 1999 to 2004. Prior to joining GSK, Dr. Macartney was employed at Astra Pharmaceuticals from 1998 to 1999 in leadership roles in operations, marketing and sales, and served as Executive Director, Commercial Operations at AstraMerck, Inc., a pharmaceutical company, from 1996 to 1998. Dr. Macartney received his Ph.D. from Glasgow University in Scotland in 1982, where he was a Royal Society Research Fellow, and his B.V.M.S. in 1979 from Glasgow University Veterinary School. He is also trained in diagnostic pathology and is a Fellow of the Royal College of Pathologists. We believe that Dr. Macartney’s extensive experience in leadership positions at numerous pharmaceutical companies qualifies him to serve on our Board.

  5. Consideration of Director Nominees

    Consideration of Director Nominees

  6. Director Qualifications

    Director Qualifications There are no specific minimum qualifications that our Board requires to be met by a director nominee recommended for a position on our Board, nor are there any specific qualities or skills that are necessary for one or more members of our Board to possess, other than as are necessary to meet the requirements of the rules and regulations applicable to us. The Nominating and Corporate Governance Committee may consider a potential director candidate’s integrity, experience, judgment, commitment, skills, diversity, age, gender, race, background, place of residence, areas of expertise, experience serving as a board member or executive officer of other companies, relevant academic expertise and other factors relative to the overall composition of our Board and Board committees, including the following characteristics and factors: • the highest ethical standards and integrity and a strong personal reputation; • a background that provides experience and achievement in business, finance, biotechnology or other activities relevant to our business and activities; a sound understanding of business strategy, corporate governance and the operations and role of our Board; a willingness to act on and be accountable for our Board and, as applicable, committee decisions; a willingness to act in the best interests of our company and our stockholders; • a willingness to assist and support our management; • an ability to provide reasoned, informed and thoughtful counsel to management on a range of issues affecting us and our stockholders; • an ability to work effectively and collegially with other individuals; • loyalty and commitment to driving our success and creating long-term value for our stockholders; • no material personal, financial, professional or familial interest in any of our present or potential competitors; • sufficient time to devote to our Board and, as applicable, committee membership and matters; and • the independence requirements imposed by the SEC and Nasdaq. The Nominating and Corporate Governance Committee retains the right to modify these criteria from time to time.

  7. Security Holder Nominations

    Security Holder Nominations The Nominating and Corporate Governance Committee will consider director candidates recommended by our security holders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether a candidate is recommended by a security holder or not. Security holders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to our Board at the 2026 Annual Meeting of Stockholders must do so by delivering a written recommendation to the Nominating and Corporate Governance Committee, c/o Viking Therapeutics, Inc., 9920 Pacific Heights Blvd, Suite 350, San Diego, CA 92121, no earlier than 5:00 p.m. Pacific Time on January 20, 2026, but no later than 5:00 p.m. Pacific Time on February 19, 2026 unless the meeting date is more than 30 days before or after May 20, 2026, in which case the written recommendation must be received by our Corporate Secretary no later than the close of business not earlier than 5:00 p.m. Pacific Time on the 120th day prior to the date of the 2026 Annual Meeting of Stockholders, and no later than the 5:00 p.m. Pacific Time on the later of (1) the 90th day before the date of the 2026 Annual Meeting of Stockholders, or (2) the 10th day following the day on which we first publicly announce (by press release or a filing with the SEC) the date of the 2026 Annual Meeting of Stockholders. Each written recommendation must set forth, among other information: • the name and address of the security holder and any beneficial owner on whose behalf the nomination is being made (the “Recommending Securityholder”); • the class, series and number of shares of our capital stock that are, directly or indirectly, owned beneficially and of record by the Recommending Securityholder made as of the date of the written recommendation, and the time period for which such shares have been held; • a statement from the Recommending Securityholder as to whether such Recommending Securityholder has a good faith intention to continue to hold the reported shares through the date of our next annual meeting of stockholders; • the proposed director candidate’s full legal name, age, business address and residential address; • a description of the proposed director candidate’s principal occupation or employment and business experience for at least the previous five years; • complete biographical information for the proposed director candidate; • a description of the proposed director candidate’s qualifications as a director; the class, series and number of shares of our capital stock which are, directly or indirectly, owned of record and beneficially by the proposed director candidate, and the date or dates on which such shares were acquired and the investment intent of such acquisition; a description of all relationships between the Recommending Securityholder and the proposed director candidate, and of all arrangements or understandings between such Recommending Securityholder and the proposed director candidate; any other information relating to the proposed director candidate that is required to be disclosed in solicitations for proxies for election of directors in an election contest or that is otherwise required pursuant to Regulation 14A promulgated under the Exchange Act; • a statement from the Recommending Securityholder supporting such Recommending Securityholder’s view that the proposed director nominee possesses the minimum qualifications prescribed by us for nominees, and briefly describing the contributions that the proposed director nominee would be expected to make to our Board and to the governance of the Company; and • a statement from the Recommending Securityholder whether, in the view of such Recommending Securityholder, the nominee, if elected, would represent all of our stockholders and not serve for the purpose of advancing or favoring any particular stockholder or other constituency of the Company. Director candidate nominations from security holders must include the written consent of each proposed nominee (1) consenting to be named as a nominee for election to our Board, (2) consenting to serve as a director, if elected, and (3) consenting to be interviewed by the Nominating and Corporate Governance Committee, if the Nominating and Corporate Governance Committee chooses to do so in its discretion. If a proposed director candidate is recommended by a security holder in accordance with the procedural requirements discussed above, our Corporate Secretary will provide the foregoing information to the Nominating and Corporate Governance Committee. In addition, pursuant to Rule 14a-19 of the Exchange Act (“Rule 14a-19”), the SEC’s universal proxy rule, notices of a solicitation of proxies in support of director nominees other than our own nominees must be postmarked or electronically submitted no later than March 21, 2026, and each nomination must comply with the SEC regulations under Rule 14a-19, which requires, among other things, that such notice include a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors. If, however, the date of the 2026 Annual Meeting of Stockholders is more than 30 days before or after May 20, 2026, then the Rule 14a-19 deadline shall be the later of 60 calendar days prior to the date of the 2026 Annual Meeting of Stockholders or the 10th calendar day following the day on which we first make a public announcement of the date of the 2026 Annual Meeting of Stockholders. A nomination that does not comply with the requirements set forth in the Charter and Bylaws will not be considered for presentation at the Annual Meeting. We intend to file a proxy statement and white proxy card with the SEC in connection with our solicitation of proxies for our 2026 Annual Meeting of Stockholders.

  8. Evaluating Nominees for Director

    Evaluating Nominees for Director Our Nominating and Corporate Governance Committee will consider director candidates who are suggested by members of the committee, other members of our Board, members of management, advisors and our security holders who submit recommendations in accordance with the requirements set forth above. The Nominating and Corporate Governance Committee may, in the future, also retain a third-party search firm to identify candidates on terms and conditions acceptable to the Nominating and Corporate Governance Committee, but to date, it has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates. The Nominating and Corporate Governance Committee will evaluate all nominees for director under the same approach whether they are recommended by security holders or other sources. The Nominating and Corporate Governance Committee will review candidates for director nominees in the context of the current composition of our Board and committees, our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee may consider the director nominee’s qualifications, diversity, age, skills and such other factors as it deems appropriate given the current needs of our Board, the committees and our company, to maintain a balance of knowledge, experience, diversity and capability. In the case of an incumbent director whose term of office is set to expire, the Nominating and Corporate Governance Committee may review such director’s overall service to our Board, the committees and our company during his or her term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such director’s independence. In the case of new director candidates, the Nominating and Corporate Governance Committee will also determine whether the nominee must be independent for Nasdaq and SEC purposes, which determination will be based upon applicable Nasdaq listing standards and applicable SEC rules and regulations. Although we do not have a formal diversity policy, when considering diversity in evaluating director nominees, the Nominating and Corporate Governance Committee will focus on whether the nominees can contribute varied perspectives, skills, experiences and expertise to our Board. The Nominating and Corporate Governance Committee will evaluate the proposed director’s candidacy, including proposed candidates recommended by security holders, and recommend whether our Board should nominate the proposed director candidate for election by our stockholders.

  9. Use of Independent Compensation Consultant

    Use of Independent Compensation Consultant The Compensation Committee utilizes Aon as its independent outside compensation consultant to assist with setting executive compensation. The Compensation Committee has sole authority to retain or replace such independent compensation consultants. The Compensation Committee believes that working with an independent compensation consultant furthers our objectives to recruit and retain qualified executives, align executive interests with those of our stockholders and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals. Aon provided the following services to the Compensation Committee with respect to our 2024 compensation matters: • Reviewed and advised on adjustments to our peer group; • Conducted an extensive executive compensation assessment; and • Provided key insights on executive and director compensation based on relevant market data. The Compensation Committee annually assesses whether the work of Aon as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services, if any, to the Company by Aon; (ii) the amount of fees we paid to Aon; (iii) Aon’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Aon or the individual compensation advisors employed by the firm with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any shares of our common stock owned by Aon or the individual compensation advisors employed by the firm. The Compensation Committee has determined, based on its analysis of the above factors, that the work of Aon and the individual compensation advisors employed by Aon as our compensation consultants have not created any conflict of interest. The Compensation Committee also annually evaluates Aon’s independence and performance under the applicable listing standards of Nasdaq. In 2024, Aon did not provide any other services to us other than the consulting services to the Compensation Committee with respect to compensation matters.

  10. 2024 Peer Group

    2024 Peer Group With the assistance and recommendations of Aon, the Compensation Committee has developed a peer group of companies as a reference group to provide a broad perspective on competitive pay levels and practices. In September 2023, the Compensation Committee approved a peer group for use in making 2024 compensation decisions. When selecting appropriate peers, the general criteria used were: Sector and Industry – Publicly traded, pre-commercial biotechnology companies with a therapeutic focus on nephrology, endocrinology, NASH and metabolic drugs • Stage of Development – Focus on companies in Phase 2/Phase 3 clinical trials • Market Capitalization – Target companies with a market capitalization between $500 million and $4.5 billion • Headcount – Companies with a headcount generally under 100 • Location – Focus on companies located in biotechnology hubs (San Diego, San Francisco, San Francisco Bay Area, Boston/Cambridge Corridor) For compensation decisions for fiscal year 2024, the following companies were selected as our peer group:

  11. 2024 Peer Group

    | 89Bio, Inc. | Akero Therapeutics, Inc. | AnaptysBio, Inc. | Avidity Biosciences, Inc. | Crinetics Pharmaceuticals, Inc. | | CymaBay Therapeutics, Inc. | DICE Therapeutics, Inc. | Dyne Therapeutics, Inc. | Kura Oncology, Inc. | Madrigal Pharmaceuticals, Inc. | | Mirum Pharmaceuticals, Inc. | Morphic Holding Inc. | Pliant Therapeutics Inc. | Protagonist Therapeutics Inc. | Rhythm Pharmaceuticals Inc. | | Travere Therapeutics Inc. | Ventyx Biosciences Inc. | Viridian Therapeutics Inc. | | |

  12. 2024 Peer Group

    The Compensation Committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our executive officers, including our NEOs. Instead, in making its determinations, the Compensation Committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment, as well as more broad-based compensation surveys to gain a general understanding of market compensation levels.

  13. Base Salary

    Base Salary Base salary is the only fixed component of our executive officers’ total cash compensation and provides competitive pay to attract and retain our executives. Generally, we use base salary to provide each executive officer with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests. Annual salary decisions are made in recognition of competitive data as well as the skills and experience that each individual brings to the Company, the scope of such individual’s position and such individual’s performance. Base salary changes in 2024 varied by executive due either to merit increases and/or market adjustments. The increases in 2024 were based on a review of market data from Aon for similar roles and positions within our compensation peer group and an assessment of the following factors: • Peer group data and external market information; • individual performance; and • the desire to attract, engage and retain NEOs capable of achieving our strategic objectives and the marketability and criticality of retention of NEOs. The table below sets forth the 2023 and 2024 base salary level for each of our NEOs:

  14. Annual Cash Incentive

    Annual Cash Incentive Our Board adopted corporate performance objectives for the 2024 bonus program for our executive officers based on milestones that primarily included (1) reporting Phase 2 VENTURE obesity study results for VK2735, (2) initiating a Phase 2b or Phase 3 obesity study with VK2735, (3) initiating a VK2735 Phase 2 trial in type 2 diabetes, (4) initiating a Phase 1 study with amylin agonist, (5) reporting Phase 2b VOYAGE biopsy data for VK2809, (6) completing an end of Phase 2 meeting with FDA regarding VK2809 and (7) reporting VK0214 Phase 1 data in X-ALD. There were also stretch goals of (a) progressing a preclinical stage asset into IND-enabling studies, (b) completing a proof of concept study for certain preclinical stage assets in an obese primate model, (c) completing a financing of at least $100 million and (d) achieving meaningful additional achievements. 50% of each named executive officer’s bonus for 2024 was to be based on corporate performance and 50% of the bonus for 2024 was to be based on each individual’s performance. The Company also performed well with total stockholder (“TSR”) of 615% versus the industry return of -7%. The Company continued to initiate, enroll and conclude clinical trials, which resulted in positive data readouts. In 2024, the Company successfully completed a follow-on offering of common stock for net proceeds of $597.1 million, including full exercise of the underwriters’ option to purchase additional shares. After considering the above, the Compensation Committee determined, in its discretion, that 90% of the corporate goals were achieved during 2024 and that certain stretch goals valued at an additional 35% were satisfied during 2024, for a total attainment rate of 125%. The Compensation Committee further determined that each of our named executive officer’s individual performance rating for 2024 was 100%. These outcomes align with our pay-for-performance philosophy on compensation. Accordingly, on December 16, 2024, the Compensation Committee approved the following bonuses for our named executive officers: • a bonus of $440,000 for Dr. Lian; • a bonus of $245,000 for Ms. Mancini; and a bonus of $238,000 for Mr. Zante. The bonus amount awarded to Dr. Lian for 2024 was equal to 68.75% of his base compensation (representing 125% of his target bonus for 2024 of 55% of his base compensation). The bonus amount awarded to Ms. Mancini for 2024 was equal to 50.00% of her base compensation (representing 125% of her target bonus for 2024 of 40% of her base compensation). The bonus amount awarded to Mr. Zante for 2024 was equal to 50.00% of his base compensation (representing 125% of his target bonus for 2024 of 40% of his base compensation). Our Compensation Committee provided all our employees being awarded an annual bonus for fiscal year 2024, including the named executive officers, the option to take up to 50% of such employee’s 2024 bonus in the form of fully-vested options to purchase shares of our common stock in lieu of cash, whereby the number of options would be based on 115% of the value of such employee’s 2024 bonus elected to be taken in options using the Black-Scholes Value of the options on the date of grant.

  15. Equity Awards

    Equity Awards The Compensation Committee considers equity incentives to be important in aligning the interests of our executive officers with those of our stockholders. On January 3, 2024, our named executive officers were granted PRSU awards under the 2014 EIP with respect to the following number of shares: (i) Dr. Lian was granted a PRSU award with respect to a target of 490,000 shares of our common stock; (ii) Ms. Mancini was granted a PRSU award with respect to a target of 65,000 shares of our common stock and (iii) Mr. Zante was granted a PRSU award with respect to a target of 65,000 shares of our common stock. The shares subject to each of these PRSU awards will vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to the applicable PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to the applicable PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to these PRSU awards that are unvested as of January 3, 2028 will be forfeited and cancelled. Additionally, during the year ended December 31, 2024, five of an aggregate of 20 milestones included in PRSU awards since 2020 were achieved. Eight of the 20 PRSU milestones since 2020 were achieved prior to 2024, and four of them had expired without being achieved as of December 31, 2024. In addition, on January 3, 2024, our named executive officers were granted the following equity awards under the 2014 EIP: (i) Dr. Lian was granted an option to purchase 360,000 shares of common stock and an RSU award with respect to 160,000 shares; (ii) Ms. Mancini was granted an option to purchase 155,000 shares of common stock and an RSU award with respect to 70,000 shares; and (iii) Mr. Zante was granted an option to purchase 155,000 shares of common stock and an RSU award with respect to 70,000 shares. The option grants have an exercise price of $17.40 per share. 25% of the shares of common stock subject to the option granted to each of our named executive officers vested and will vest on each one-year anniversary of the grant date, so long as the applicable named executive officer provides continuous services to our company on and through each applicable vesting date. One-third of the shares of common stock subject to the RSU awards granted to each of our named executive officers vested and will vest on each one-year anniversary of the grant date, so long as the applicable named executive officer provides continuous services to our company on and through each applicable vesting date.

  16. Equity Award Timing Procedures

    Equity Award Timing Procedures In accordance with Item 402(x) of Regulation S-K under the Securities Act, we are providing information regarding our procedures related to the grant of certain equity awards close in time to the release of material non-public information (“MNPI”). Although we do not have a formal policy, program or plan that requires us to award equity or equity-based compensation on specific dates, we generally issue equity awards to our executive officers annually in January, and such awards are approved by our Compensation Committee in December of the prior year. Additionally, our Insider Trading Policy prohibits directors, officers and employees from trading in our common stock while in possession of or on the basis of MNPI about us. We have not timed, and do not plan to time, the disclosure of MNPI for the purpose of affecting the value of executive compensation. In the year ended December 31, 2024, no options were granted to our NEOs within four business days prior to, or one business day following, the filing or furnishing of a periodic or current report by us that disclosed MNPI.

  17. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to the compensation paid to our named executive officers for the fiscal years ended December 31, 2024, 2023 and 2022:

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation(l) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation ($) | Total ($) | | Brian Lian, Ph.D. Chief Executive Officer | 2024 | 640,000 | 440,000 | 8,468,006 | 4,636,800 | 113,748(4) | 14,298,554 | | | 2023 | 615,000 | 372,100 | 7,937,803 | 3,703,158 | - | 12,628,061 | | | 2022 | 611,800 | 353,315 | 3,041,865 | 1,404,311 | - | 5,411,291 | | Marianne Mancini Chief | 2024 | 490,000 | 245,000 | 1,971,994 | 1,996,400 | - | 4,703,394 | | | 2023 | 465,000 | 205,000 | 1,581,883 | 1,259,074 | - | 3,510,957 | | | 2022 | 446,000 | 187,300 | 792,185 | 626,539 | - | 2,052,044 |

  19. Summary Compensation Table

    | Operating Officer | 2024 | 475,000 | 238,000 | 1,971,994 | 1,996,400 | - | 4,681,394 | | | 2023 | 455,000 | 200,000 | 1,581,883 | 1,259,074 | - | 3,495,957 | | | 2022 | 425,000 | 178,500 | 675,065 | 432,096 | - | 1,710,661 |

  20. Summary Compensation Table

    (1) The amounts in this column for 2024 relate to amounts earned by our named executive officers pursuant to our bonus program described above under “Annual Cash Incentive”. (2) These amounts represent the aggregate grant date fair value of restricted stock unit (“RSU”) and performance restricted stock unit (“PRSU”) awards granted to each named executive officer. These amounts do not represent the actual amounts paid to or realized by the named executive officers. The value as of the grant date for the RSU awards and the PRSU awards is calculated based on the number of shares granted and the grant date market price. For PRSU awards, amounts reflect the target number of shares subject to the PRSU award, assuming all performance goals and other requirements are met. The shares subject to each of these PRSU awards granted to our named executive officers in 2022, 2023 and 2024 will vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to the applicable PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to the applicable PRSU vesting upon the achievement of all four milestones over a four-year period. Any shares subject to these PRSU awards that are unvested as of the four-year anniversary of the grant date will be forfeited and cancelled. (3) These amounts represent the aggregate grant date fair value of option awards granted to each named executive officer, computed in accordance with authoritative accounting guidance. These amounts do not represent the actual amounts paid to or realized by the named executive officers. The value as of the grant date for stock options is recognized over the number of days of service required for the stock option to vest in full. As stock‑based compensation expense recognized is based on options ultimately expected to vest, the fair value of each employee option grant during the year ended December 31, 2024 was estimated on the date of grant using the Black-Scholes option pricing model. For a detailed description of the assumptions used for purposes of determining grant date fair value, see Note 7 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025. (4) Comprised of HSR Act filing fees, inclusive of an additional payment to cover the taxes for Dr. Lian’s imputed income associated with our payment of such fees, as described above under “–Perquisites, Health, Welfare and Retirement Plans and Benefits–Perquisites and Personal Benefits”.

  21. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table presents the outstanding option and stock awards held by each of our named executive officers as of December 31, 2024.

  22. Outstanding Equity Awards at December 31, 2024

    | Options Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have |

  23. Outstanding Equity Awards at December 31, 2024

    | | | | | | | Vested (#) | | Units or Other Rights That Have Not Vested (#) | Not Vested ($)(1) | | Brian Lian, Ph.D. | 1/3/2024(2) | — | 360,000 | $17.40 | 1/3/2034 | — | — | — | — | | | 1/3/2023(2) | 150,000 | 450,000 | $8.52 | 1/3/2033 | — | — | — | — | | | 1/3/2022(2) | 195,000 | 195,000 | $4.88 | 1/3/2032 | — | — | — | — | | | 1/4/2021(2) | 276,750 | 92,250 | $5.80 | 1/4/2031 | — | — | — | — | | | 1/3/2020(2) | 65,000 | — | $7.77 | 1/3/2030 | — | — | — | — | | | 1/3/2019 | 235,554 | — | $7.58 | 1/3/2029 | — | — | — | — | | | 1/3/2024(3) | — | — | — | — | — | — | 160,000 | $6,438,400 | | | 1/3/2024(4) | — | — | — | — | — | — | 326,667 | $13,145,080 | | | 1/3/2023(3) | — | — | — | — | — | — | 177,778 | $7,153,787 | | | 1/3/2023(5) | — | — | — | — | — | — | 221,666 | $8,919,840 | | | 1/3/2022(3) | — | — | — | — | — | — | 57,778 | $2,324,987 | | | 1/4/2021(6) | — | — | — | — | — | — | 41,000 | $1,649,840 | | | 2/20/2014(7) | — | — | — | — | 183,095 | $3,407,398 | — | — | | Marianne Mancini | 1/3/2024(2) | — | 155,000 | $17.40 | 1/3/2034 | — | — | — | — | | | 1/3/2023(2) | — | 153,000 | $8.52 | 1/3/2033 | — | — | — | — |

  24. Outstanding Equity Awards at December 31, 2024

    | | 1/3/2022(2) | — | 87,000 | $4.88 | 1/3/2032 | — | — | — | — | | | 3/31/2020(2) | 1 | — | $4.68 | 3/31/2030 | — | — | — | — | | | 1/3/2020(2) | 18,574 | — | $7.77 | 1/3/2030 | — | — | — | — | | | 10/31/2019(2) | 1,000 | — | $6.47 | 10/31/2029 | — | — | — | — | | | 1/3/2024(3) | — | — | — | — | — | — | 70,000 | $2,816,800 | | | 1/3/2024(8) | — | — | — | — | — | — | 43,333 | $1,743,720 | | | 1/3/2023(3) | — | — | — | — | — | — | 60,445 | $2,432,307 | | | 1/3/2023(10) | — | — | — | — | — | — | 31,666 | $1,274,240 | | | 1/3/2022(3) | — | — | — | — | — | — | 25,778 | $1,037,307 | | | 1/4/2021(11) | — | — | — | — | — | — | 10,000 | $402,400 | | Greg Zante | 1/3/2024(2) | — | 155,000 | $17.40 | 1/3/2034 | — | — | — | — | | | 1/3/2023(2) | — | 153,000 | $8.52 | 1/3/2033 | — | — | — | — | | | 1/3/2022(2) | — | 60,000 | $4.88 | 1/3/2032 | — | — | — | — | | | 1/4/2021(9) | 26,000 | — | — | 1/4/2031 | — | — | — | — | | | 1/3/2024(3) | — | — | — | — | — | — | 70,000 | $2,816,800 | | | 1/3/2024(8) | — | — | — | — | — | — | 43,333 | $1,743,720 | | | 1/3/2023(3) | — | — | — | — | — | — | 60,445 | $2,432,307 | | | 1/3/2023(10) | — | — | — | — | — | — | 31,666 | $1,274,240 |

  25. Outstanding Equity Awards at December 31, 2024

    | 1/3/2022(3) | — | — | — | — | — | — | 17,778 | $715,387 | | 1/4/2021(12) | — | — | — | — | — | — | 6,667 | $268,280 |

  26. Outstanding Equity Awards at December 31, 2024

    (1) Amounts in this column are calculated by multiplying the number of shares shown as unvested in the prior column by $40.24, the closing price of our common stock on December 31, 2024, as reported on the Nasdaq Capital Market. (2) The shares subject to this stock option vest over a four-year period, with 25% of the shares subject to the option vesting on each anniversary of the grant date, with partial or full vesting under certain circumstances, including upon a change in control of our company or various events specified in the named executive officer’s employment agreement, if applicable. Each option award remains exercisable until it expires ten years from the date of grant subject to earlier expiration following termination of employment. (3) The shares subject to this restricted stock unit award vest over a three-year period, with one-third of the shares subject to the restricted stock unit award vesting on each anniversary of the grant date, with partial or full vesting under certain circumstances, including upon a change in control of our company or various events specified in the named executive officer’s employment agreement, if applicable. (4) Represents the target number of shares issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 490,000 shares and the grant date fair value of such 490,000 shares was $8,526,000. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 163,333 shares subject to this PRSU award vested on July 29, 2024, upon the achievement of a milestone thereunder. (5) Represents the target number of shares issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 665,000 shares and the grant date fair value of such 665,000 shares was $5,665,800. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 221,667 and 221,667 shares subject to this PRSU award vested on each of February 9, 2024 and March 27, 2024, respectively, upon the achievement of two milestones thereunder. (6) Represents the target number of shares remaining issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 123,000 shares and the grant date fair value of such 123,000 shares was $713,500. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 41,000 and 41,000 shares subject to this PRSU award vested on December 30, 2022 and July 29, 2024 upon the achievement of two milestones thereunder. (7) These shares are subject to a repurchase option and vest upon the achievement of a milestone set forth in the Common Stock Purchase Agreement, as amended, pursuant to which these shares were issued. (8) Represents the target number of shares remaining issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 85,000 shares and the grant date fair value of such 85,000 shares was $414,800. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 21,667 shares subject to this PRSU award vested on July 29, 2024 upon the achievement of a milestones thereunder. (9) The shares subject to this stock option vest over a three-year period, with one-third of the shares subject to the option vesting on each anniversary of the grant date, with partial or full vesting under certain circumstances, including upon a change in control of our company or various events specified in the named executive officer’s employment agreement, if applicable. Each option award remains exercisable until it expires ten years from the date of grant subject to earlier expiration following termination of employment. (10) Represents the target number of shares remaining issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 65,000 shares and the grant date fair value of such 65,000 shares was $1,131,000. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 31,667 and 31,667 shares subject to this PRSU award vested on each of March 1, 2024 and March 27, 2024, respectively, upon the achievement of two milestones thereunder. (11) Represents the target number of shares remaining issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 30,000 shares and the grant date fair value of such 30,000 shares was $174,000. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 10,000 shares and 10,000 shares subject to this PRSU award vested on December 30, 2022 and July 29, 2024, respectively upon the achievement of two milestones thereunder.

  27. Outstanding Equity Awards at December 31, 2024

    (12) Represents the target number of shares issuable pursuant to this PRSU award, assuming all performance goals and other requirements are met. The target number of shares issuable pursuant to this PRSU award was 20,000 shares and the grant date fair value of such 20,000 shares was $116,000. Any shares subject to this PRSU award shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled. 6,666 shares and 6,667 shares subject to this PRSU award vested on December 30, 2022 and July 29, 2024, respectively, upon the achievement of two milestones thereunder.

  28. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents, for each of the NEOs, information concerning each grant of an equity award made during the fiscal year ended December 31, 2024. This information supplements the information about these awards set forth in the Summary Compensation Table and the Outstanding Equity Awards at December 31, 2024 Table.

  29. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of shares of stock or units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price Per Share ($) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | | | Brian Lian, Ph.D. | 1/3/2024(2) | — | 490,000 | 671,000 | — | — | — | 4,636,800 | | | 1/3/2024(3) | — | — | — | 160,000 | — | — | 2,784,000 | | | 1/3/2024(4) | — | — | — | | 360,000 | 17.40 | 5,684,006 | | Marianne Mancini | 1/3/2024(2) | — | 65,000 | 86,450 | — | — | — | 1,996,400 | | | 1/3/2024(3) | — | — | — | 70,000 | — | — | 1,218,000 | | | 1/3/2024(4) | — | — | — | — | 155,000 | 17.40 | 753,994 | | Greg Zante | 1/3/2024(2) | — | 65,000 | 86,450 | — | — | — | 1,996,400 | | | 1/3/2024(3) | — | — | — | 70,000 | — | — | 1,218,000 | | | 1/3/2024(4) | — | — | — | | 155,000 | 17.40 | 753,994 |

  30. Grants of Plan-Based Awards

    (1) Amounts reflect the aggregate grant date fair value of the PRSUs, RSUs and stock option awards, determined in accordance with FASB ASC Topic 718. This amount does not reflect the actual economic value realized by the named executive officer. (2) 25% of the shares subject to the option will vest on each anniversary of the grant date. (3) One-third of the shares subject to the RSU shall vest on each one year anniversary of the grant date of the award. (4) Represents a grant of a PRSU which shall vest upon our company achieving the applicable milestone, with 100% of the target number of shares subject to this PRSU award vesting upon the achievement of three of the milestones over a four-year period and 133.3% of the target number of shares subject to this PRSU award vesting upon the achievement of all four milestones over a four-year period. Any shares subject to this PRSU award that are unvested as of the four-year anniversary of the grant date of this PRSU award will be forfeited and cancelled.

  31. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table presents, for each of the NEOs, the number of shares of our common stock acquired upon the exercise of stock options, the aggregate value realized upon the exercise of stock options, the number of shares of our common stock acquired upon the vesting and settlement of RSUs during the year ended December 31, 2024 and the aggregate value realized upon the vesting and settlement of RSUs.

  32. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Brian Lian, Ph.D. | 589,079 | 24,144,459 | 999,001 | 56,057,304 | | Marianne Mancini | 128,250 | 8,888,907 | 203,669 | 8,801,969 | | Greg Zante | 281,425 | 20,395,893 | 189,558 | 9,196,931 |

  33. Option Exercises and Stock Vested

    (1) Amounts reflect the aggregate dollar amount realized upon exercise of the option by determining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options.

  34. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our named executive officers will be entitled to receive certain payments and benefits upon termination of his or her employment or a change in control of our company, as described under the section entitled “Employment Agreements with Named Executive Officers” beginning on page 34 of this proxy statement. The following tables estimate the amounts payable to each of our NEOs that were serving as such as of the end of December 31, 2024 in the event that a change in control, termination of employment or both occurred on December 31, 2024. The closing price of our common stock on December 31, 2024, as reported on the Nasdaq Capital Market, was $40.24 per share. The following table excludes certain benefits, such as accrued vacation, that are available to all employees generally. The actual amount of payments and benefits that would be provided can only be determined at the time of a change in control and/or the named executive officer’s qualifying separation from the Company:

  35. Pension Benefits

    Pension Benefits No pension benefits were paid to any of our NEOs during fiscal 2024.

  36. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of all our employees (other than our Chief Executive Officer) and the annual total compensation of Dr. Lian, our President and Chief Executive Officer (our “CEO”). Neither the Compensation Committee nor our management used our CEO pay ratio measure in making compensation decisions. As explained by the SEC when it adopted Item 402(u), the rule was designed to allow stockholders to better understand and assess our compensation practices and pay ratio disclosures rather than to facilitate a comparison of this information from one company to another. However, the pay ratio rules provide companies with flexibility to select the methodology and assumptions used to identify the median employee, calculate the median employee’s compensation and estimate the pay ratio. As a result, our methodology may differ from those used by other companies, which likely will make it difficult to compare pay ratios with other companies, including those within our industry. CEO Pay Ratio for 2024 • The median of the 2024 annual total compensation of all our employees, excluding our CEO, was $427,777; • The 2024 annual total compensation of our CEO, as set forth in the Summary Compensation Table, was $14,298,554; and • The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 33 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Methodology The methodology, including key assumptions and estimates, used to identify the employee (excluding our CEO) with compensation at the median of the annual total compensation of all our employees was based on the following: • Annual total compensation includes the total cash compensation (salary as well as actual incentive bonus paid during the prior 12 months, if applicable) for the year ended December 31, 2024 plus the value of equity awards granted to all employees in 2024. • The median-paid employee is selected by ranking the annual total cash compensation for the year ended December 31, 2024 plus the value of equity awards granted during 2024 from lowest to highest of all 40 of our employees as of December 31, 2024 (excluding the CEO, but including the other NEOs, full-time and part-time employees and employees on leave). We did not include any contractors or other non-employee workers in our employee population.. In the event that the median is between two employees, the average compensation between those two employees will be deemed to be the median-paid employee. Calculation Using the aforementioned methodology, the individual identified as the calculated median employee from our 2024 employee population had actual earnings consisting of base pay, bonus, equity granted and 401(k) match, for 2024 annual total compensation in the amount of $427,777. The 2024 annual total compensation as determined under Item 402 of Regulation S-K for our CEO, as set forth in the Summary Compensation Table, was $14,298,554.

  37. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between executive “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and our other named executive officers (the “Non-PEO NEOs”) and Company financial performance for the fiscal years listed below. As we were a smaller reporting company for purposes of reporting for all fiscal years prior to fiscal year 2024, the following table sets forth information with respect to the alignment between our executive compensation and our financial performance for the past four fiscal years.

  38. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on TSR4 ($) | | Net Loss ($ Millions) | Company selected measure5 ($) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2024 | 14,298,554 | 106,752,387 | 4,692,394 | 24,096,054 | 714.74 | 93.49 | (110.0) | - | | 2023 | 12,628,061 | 36,947,671 | 3,503,457 | 9,571,497 | 330.55 | 94.03 | (85.9) | - | | 2022 | 5,411,291 | 13,264,512 | 1,881,353 | 3,867,364 | 166.96 | 89.90 | (68.9) | - | | 2021 | 4,059,119 | 2,805,866 | 1,426,477 | 1,147,131 | 81.71 | 100.02 | (55.0) | - |

  39. Pay Versus Performance Disclosure

    1. For each of the fiscal years presented in the table above, Brian Lian was our only PEO. The individuals comprising the Non-PEO NEOs for each of the fiscal years presented in the table above are Marianne Mancini and Greg Zante. 2. Represents the amount of the CAP to our PEO or the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K, and does not reflect compensation actually earned, realized or received by our PEO or the Non-PEO NEOs during the applicable fiscal year. These amounts reflect the total amount of compensation for our NEOs reported in the Summary Compensation Table, with certain adjustments as described in footnote 3 below. 3. The following table summarizes the adjustments required to be made to the amounts reported in the Summary Compensation Table for the applicable fiscal year in accordance with Item 402(v) of Regulation S-K in order to determine the amounts shown in the table above as being the CAP. Equity values are calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

  40. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($)(a) | Inclusion of Equity Values for PEO ($)(b) | Compensation Actually Paid to PEO ($)(c) | | 2024 | 14,298,554 | (13,104,806) | 105,558,639 | 106,752,387 | | 2023 | 12,628,061 | (11,640,961) | 35,960,571 | 36,947,671 | | 2022 | 5,411,291 | (4,446,176) | 12,299,397 | 13,264,512 | | 2021 | 4,059,119 | (3,187,119) | 1,933,866 | 2,805,866 |

  41. Pay Versus Performance Disclosure

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)(d) | Average Inclusion of Equity Values for Non-PEO NEOs ($)(e) | Average Compensation Actually Paid to Non-PEO NEOs ($)(c) | | 2024 | 4,692,394 | (3,968,394) | 23,372,054 | 24,096,054 | | 2023 | 3,503,457 | (2,840,957) | 8,908,997 | 9,571,497 | | 2022 | 1,881,353 | (1,262,943) | 3,248,955 | 3,867,364 | | 2021 | 1,426,477 | (886,977) | 607,631 | 1,147,131 |

  42. Pay Versus Performance Disclosure

    (a) Represents the aggregate amount of the “Stock Awards” and “Option Awards” columns for our PEO reported in the Summary Compensation Table for the applicable fiscal year. (b) Amounts reported in this column are derived from the amounts set forth in the following table for the applicable fiscal year:

  43. Pay Versus Performance Disclosure

    | Fiscal Year | Year-End Fair Value of Equity Awards Granted During the Year That Remained Unvested as of the Last Day of the Year for PEO ($) | Change in Fair Value from the Last Day of the Prior Year to the Last Day of the Year of Unvested Equity Awards for PEO ($) | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year for PEO ($) | Change in Fair Value from the Last Day of the Prior Year to the Vesting Date of Unvested Equity Awards that Vested During the Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2024 | 36,416,127 | 26,094,769 | 10,004,146 | 33,043,597 | 105,558,639 | | 2023 | 29,034,103 | 5,163,877 | - | 1,762,591 | 35,960,571 | | 2022 | 8,750,448 | 3,011,128 | - | 537,821 | 12,299,397 | | 2021 | 2,472,781 | (633,970) | - | 95,055 | 1,933,866 |

  44. Pay Versus Performance Disclosure

    (c) The following adjustments are not applicable and are therefore omitted: (i) the fair value as of the vesting date for awards that are granted and vest in the same year, (ii) the amount equal to the fair value at the end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year and (iii) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. (d) Represents the average of the aggregate amount of the “Stock Awards” and “Option Awards” columns for the Non-PEO NEOs reported in the Summary Compensation Table for the applicable fiscal year. (e) Amounts reported in this column are derived from the amounts set forth in the following table for the applicable fiscal year:

  45. Pay Versus Performance Disclosure

    | Fiscal Year | Average Year-End Fair Value of Equity Awards Granted During the Year That Remained Unvested as of the Last Day of the Year for Non-PEO NEOs ($) | Average Change in Fair Value from the Last Day of the Prior Year to the Last Day of the Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Fair Value of Vested Awards Granted and Vested in Current Fiscal Year for Non-PEO NEOs ($) | Average Change in Fair Value from the Last Day of the Prior Year to the Vesting Date of Unvested Equity Awards that Vested During the Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 9,849,955 | 7,046,548 | 1,327,104 | 5,148,447 | 23,372,054 | | 2023 | 6,618,575 | 1,996,417 | - | 294,005 | 8,908,997 | | 2022 | 2,508,346 | 667,006 | - | 73,603 | 3,248,955 | | 2021 | 693,542 | (113,247) | - | 27,336 | 607,631 |

  46. Pay Versus Performance Disclosure

    4. The TSR assumes $100 was invested in the Company for the period from the beginning of the measurement period through the end of the listed measurement period. The TSR is calculated by dividing (i) the difference between the stock price at the end of each measurement period shown and the beginning of the measurement period by (ii) the stock price at the beginning of the measurement period. Historical stock performance is not necessarily indicative of future stock performance. 5. At this time, given that we are a research and development company without revenue, we do not use any specific company-selected financial measures for purposes of determining “Compensation Actually Paid.” As is the case with many companies in the biotechnology industry, our annual incentive objectives are generally tied to our clinical, program and regulatory metrics rather than financial goals. Accordingly, we do not have a financial metric in our executive compensation program that would constitute the Company Selected Measure, as contemplated under the SEC Pay Versus Performance disclosure rules, particularly as the pay versus performance table includes our TSR performance which is linked to the value of the equity awards held by our NEOs. Description of Relationship Between the CAP to PEO and Non-PEO NEOs and the TSR The following chart sets forth the relationship between the CAP to our PEO, the average of the CAP to our Non-PEO NEOs, and our cumulative TSR and Peer Group TSR over the four most recently completed fiscal years. Description of Relationship Between the CAP to PEO and Non-PEO NEOs and Net Loss The following chart sets forth the relationship between the CAP to our PEO, the average of the CAP to our Non-PEO NEOs, and our Net Loss during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures At this time, given that we are a research and development company without revenue, we do not use any specific company-selected financial measures for purposes of determining “Compensation Actually Paid.” As is the case with many companies in the biotechnology industry, our annual incentive objectives are generally tied to the Company’s clinical, program and regulatory metrics rather than financial goals. Accordingly, we have omitted the tabular list of financial performance measures. For further information regarding our compensation philosophy and how we seek to align executive compensation with our performance, see the “Executive Compensation” section of this proxy statement.

  47. Non-Employee Director Compensation

    Non-Employee Director Compensation Our Board previously adopted a compensation policy for our non-employee directors that consists of annual retainer fees and long-term equity awards (the “Prior Director Policy”). Under the Prior Director Policy, which was in effect during 2024, each non-employee director was entitled to receive an annual retainer of $40,000. The Chairperson of our Board was entitled to receive an additional annual retainer of $32,800, the Chairperson of the Audit Committee was entitled to receive an additional annual retainer of $20,000, the Chairperson of the Compensation Committee was entitled to receive an additional annual retainer of $15,000 and the Chairperson of the Nominating and Corporate Governance Committee was entitled to receive an additional annual retainer of $10,000. Each other member of the Audit Committee was entitled to receive an additional annual retainer of $10,000, each other member of the Compensation Committee was entitled to receive an additional annual retainer of $7,500 and each other member of the Nominating and Corporate Governance Committee was entitled to receive an additional annual retainer of $5,000. All cash retainers were earned on a quarterly basis based on a calendar quarter and were paid in arrears no later than the 30th day following the end of each calendar quarter. In addition to cash fees, pursuant to the Prior Director Policy, each non-employee director was entitled to be granted on the first business day of each calendar year a stock option to purchase 32,000 shares of our common stock. If a non-employee director had joined our Board other than at an annual meeting of our stockholders, such non-employee director would be granted on the date such individual first becomes appointed or elected as a non-employee director (1) a stock option to purchase 64,000 shares of our common stock, and (2) a stock option to purchase 32,000 shares of our common stock, reduced pro rata for each day prior to the date of grant that has elapsed since January 1st of the year in which the individual first becomes a non-employee director. Annual equity awards and prorated annual equity awards granted to new non-employee directors would vest in full on the one-year anniversary of the applicable date of grant, subject to the director’s continuous service through such date. One-third of the shares subject to each initial option award for 64,000 shares granted to a new non-employee director would vest on each one‑year anniversary of the applicable date of grant, subject to the director’s continuous service on each such date, inclusive. Each initial equity award, annual equity award and prorated annual award granted pursuant to the Prior Director Policy has a maximum term of ten years and was made in the form of nonstatutory stock options. For any non-employee director serving at the time of a change in control of our company (as defined in our 2014 EIP, which was in effect when such awards were granted), all then-outstanding and unvested compensatory equity awards granted under the non-employee director compensation policy would become fully vested and exercisable, if applicable, immediately prior to the change in control. The following table sets forth summary information concerning compensation paid or accrued to the members of our Board for services rendered to us for the fiscal year ended December 31, 2024.

  48. Non-Employee Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Option Awards ($)(2)(3) | Total ($) | | J. Matthew Singleton(4) | 67,500 | 393,347 | 460,847 | | S. Kathy Rouan(5) | 50,000 | 393,347 | 443,347 | | Matthew W. Foehr(6) | 40,000 | 393,347 | 433,347 | | Charles A. Rowland, Jr.(7) | 65,000 | 393,347 | 458,347 | | Lawson Macartney, B.V.M.S., Ph.D.(8) | 95,300 | 393,347 | 488,647 |

  49. Non-Employee Director Compensation

    (1) Brian Lian, Ph.D., our President and Chief Executive Officer and a named executive officer, is not included in this table as he is an employee of ours and therefore receives no compensation for his service as a director. Dr. Lian’s compensation is included in the section entitled “Summary Compensation Table” on page 26 of this proxy statement. (2) On January 2, 2024, each of our then-current non-employee directors received an unvested option to purchase 32,000 shares of our common stock, which became fully vested on January 2, 2025. (3) These amounts represent the aggregate grant date fair value of option awards granted to each listed director in 2024, computed in accordance with authoritative accounting guidance. These amounts do not represent the actual amounts paid to or realized by the directors during 2024. The value as of the grant date for stock options is recognized over the number of days of service required for the stock option to vest in full. As stock‑based compensation expense recognized is based on options ultimately expected to vest, the fair value of each non-employee director option grant during the year ended December 31, 2024 was estimated on the date of grant using the Black-Scholes option pricing model. For a detailed description of the assumptions used for purposes of determining grant date fair value, see Note 7 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025. (4) As of December 31, 2024, Mr. Singleton held options to purchase an aggregate of 151,500 shares of our common stock. (5) As of December 31, 2024, Dr. Rouan held options to purchase an aggregate of 109,000 shares of our common stock. (6) As of December 31, 2024, Mr. Foehr held options to purchase an aggregate of 301,250 shares of our common stock. (7) As of December 31, 2024, Mr. Rowland held options to purchase an aggregate of 188,000 shares of our common stock. (8) As of December 31, 2024, Dr. Macartney held options to purchase an aggregate of 203,965 shares of our common stock. Restated Non-Employee Director Compensation Policy Effective January 1, 2025, our Board adopted a restated compensation policy for our non‑employee directors that consists of annual retainer fees and long-term equity awards (the “Restated Director Policy”). Under our Restated Director Policy, each non-employee director is entitled to receive an annual retainer of $50,000. The Chairperson of our Board is entitled to receive an additional annual retainer of $35,000, the Chairperson of the Audit Committee is entitled to receive an additional annual retainer of $20,000, the Chairperson of the Compensation Committee is entitled to receive an additional annual retainer of $15,000 and the Chairperson of the Nominating and Corporate Governance Committee is entitled to receive an additional annual retainer of $10,000. Each other member of the Audit Committee is entitled to receive an additional annual retainer of $10,000, each other member of the Compensation Committee is entitled to receive an additional annual retainer of $7,500 and each other member of the Nominating and Corporate Governance Committee is entitled to receive an additional annual retainer of $5,000. All cash retainers will be earned on a quarterly basis based on a calendar quarter, and, if applicable, will be prorated for the portion of the calendar quarter during which such non-employee director actually serves on our Board or a committee thereof, and will be paid in arrears no later than the 30th day following the end of each calendar quarter. In addition to cash fees, pursuant to the Restated Director Policy, each non-employee director is entitled to be granted on the first business day of each calendar year a stock option to purchase 18,800 shares of our common stock (each, an “Annual Award”). If a non-employee director joins our Board other than at an annual meeting of our stockholders, such non-employee director would be granted on the date such individual first becomes appointed or elected as a non-employee director (1) a stock option to purchase 37,600 shares of our common stock (the “Initial Award”), and (2) a stock option to purchase 18,800 shares of our common stock, reduced pro rata for each day prior to the date of grant that has elapsed since January 1st of the year in which the individual first becomes a non-employee director (the “Prorated Annual Award”). Annual Awards and Prorated Annual Awards will vest in full on the one-year anniversary of the applicable date of grant, subject to the director’s continuous service through such date. One-third of the shares subject to Initial Awards will vest on each one-year anniversary of the applicable date of grant, subject to the director’s continuous service on each such date, inclusive. Each Annual Award, Initial Award and Prorated Annual Award will have a maximum term of ten years and will be made in the form of nonstatutory stock options. For any non-employee director serving at the time of a change in control of our company (as defined in our 2024 Equity Incentive Plan (the “2024 EIP”) or in any successor equity incentive plan pursuant to which the equity awards are issued), all then-outstanding and unvested compensatory equity awards granted under the non-employee director compensation policy would become fully vested and exercisable, if applicable, immediately prior to, and contingent upon, the change in control.

  50. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS