DEF 14A of BioAge Labs, Inc., Apr 17, 2025

DEF 14A of BioAge Labs, Inc.

Filed Apr 17, 2025 · FY20240000950170-25-055371

Open on EDGAR

  1. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees The Nominating and Governance Committee is responsible for identifying, considering, and recommending candidates to the Board of Directors for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing an experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons. The Nominating and Governance Committee will recommend to the Board of Directors for selection all nominees to be proposed by the Board of Directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board of Directors for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board of Directors to fill interim director vacancies. Our Board of Directors encourages the selection of directors who will contribute to the company’s overall corporate goals. The Nominating and Governance Committee may from time-to-time review and recommend to the Board of Directors the desired qualifications, expertise, and characteristics of directors, including such factors as business experience, diversity and personal skills in life sciences and biotechnology, finance, marketing, financial reporting and other areas that are expected to contribute to an effective Board of Directors. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for the Board of Directors, the Nominating and Governance Committee considers these factors in the light of the specific needs of the Board of Directors at that time. In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also, under our Corporate Governance Guidelines, there are no limits on the number of three-year terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the Nominating and Governance Committee considers director tenure. We value diversity on a company-wide basis but have not adopted a specific policy regarding Board diversity.

  2. Stockholder Recommendations for Nominations to the Board of Directors

    Stockholder Recommendations for Nominations to the Board of Directors The Nominating and Governance Committee will consider properly submitted stockholder recommendations for candidates for our Board of Directors who meet the minimum qualifications as described above. The Nominating and Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the Board of Directors by complying with the procedures in Article I, Section 1.12 of our Amended and Restated Bylaws (the “Bylaws”). Any eligible stockholder who wishes to submit a nomination should review the requirements in the Bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary, BioAge Labs, Inc., 5885 Hollis Street, Suite 370 Emeryville, California 94608. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information regarding the nominee and proposing stockholder as specified in the Bylaws, and certain representations regarding the nomination. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the Nominating and Governance Committee and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating and Governance Committee. Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board of Directors is set forth below under “Stockholder Proposals to Be Presented at Next Annual Meeting.” In addition to satisfying the foregoing requirements under the Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2026 Annual Meeting of Stockholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

  3. PROPOSAL NO. 1

    PROPOSAL NO. 1

  4. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS Our Board of Directors is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors and director nominees in Class I will stand for election at this Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders to be held in 2026 and 2027, respectively. Our Nominating and Governance Committee recommended to our Board of Directors, and our Board of Directors nominated Drs. Fortney, Morgen, and Pande, each an incumbent Class I director, for election as Class I directors at the Annual Meeting. At the recommendation of our Nominating and Governance Committee, our Board of Directors proposes that each of the Class I nominees be elected as a Class I director for a three-year term expiring at the annual meeting of stockholders to be held in 2028 and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal. Each director will be elected by a plurality of the votes present online at the virtual Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the two individuals nominated for election to the Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or both of the nominees or “WITHHOLD” your vote with respect to one or both of the nominees. A “WITHHOLD” vote will have the same effect as an abstention. Shares represented by proxies will be voted “FOR” the election of each of the Class I nominees, unless the proxy is marked to withhold authority to so vote. You may not cumulate votes in the election of directors. If any nominee for any reason is unable to serve, the proxies may be voted for such substitute nominee as the proxy holders, who are officers of our company, might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than two directors.

  5. Nominees to the Board of Directors

    Nominees to the Board of Directors The nominees and their ages as of April 17, 2025 are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.

  6. Nominees to the Board of Directors

    | Name | Age | Class | | Kristen Fortney, Ph.D. | 42 | Class I Director | | Eric Morgen, M.D. | 42 | Class I Director | | Vijay Pande, Ph.D.(1) | 54 | Class I Director |

  7. Nominees to the Board of Directors

    (1) Member of the Audit Committee Kristen Fortney, Ph.D. is our co-founder and has served as our Chief Executive Officer, President, and a member of our Board of Directors since the Company’s inception in April 2015. She also currently serves as an Advisor to several biotechnology companies. Dr. Fortney received her Ph.D. in Medical Biophysics from the University of Toronto, and completed postdoctoral training at Stanford University where she was a fellow of the Ellison Medical Foundation / American Federation for Aging Research. We believe Dr. Fortney is qualified to serve on our board of directors because of her extensive experience in the biopharmaceutical industry and leadership experience, including her role as our co-founder, Chief Executive Officer, and President. Eric Morgen, M.D. is our co-founder since September 2015, has served as a member of our Board of Directors since June 2017, as our Chief Medical Officer from February 2018 to April 2020, and as our Chief Operating Officer since May 2018. From July 2016 to January 2018, Dr. Morgen served as an Assistant Professor at the University of Toronto, where his research focused on biomarker discovery and characterization in high-dimensional datasets from human cohorts. Prior to that, Dr. Morgen served from July 2014 to June 2016 as a Clinical Fellow and a Research Fellow in Computational Biology and Molecular Epidemiology at the University of Toronto, where he held a Canada Graduate Scholarship from the CIHR, and was subsequently a CIHR research fellow. Dr. Morgen is a licentiate of the Medical Council of Canada, a fellow of the Royal College of Physicians and Surgeons of Canada, and previously practiced medicine at Mount Sinai Hospital in Toronto. Dr. Morgen received his H.B.Sc. from the University of Toronto, Innis College, his M.P.H. from the Dalla Lana School of Public Health at the University of Toronto and his M.D. from the Faculty of Medicine at the University of Toronto. We believe that Dr. Morgen’s experience as our Chief Operating Officer and Chief Medical Officer, and his medical training and scientific expertise qualifies him to serve on our Board of Directors. Vijay Pande, Ph.D. has served as a member of our Board of Directors since June 2017.Since September 2014, Dr. Pande has served in various roles of increasing responsibility at Andreessen Horowitz, a venture capital fund, including most recently as a General Partner since September 2015. Dr. Pande co-founded Globavir Biosciences, Inc., an infectious disease company, in April 2014, where he continues to serve on the Scientific Advisory Board. Prior to Globavir, Dr. Pande served at Stanford University between July 1999 and October 2015, including as the Henry Dreyfus Professor of Chemistry, Structural Biology and Computer Science and most recently as the Director, Program in Biophysics between September 2008 and October 2015. Dr. Pande has also served as a member of the board of directors of Nautilus Biotechnology, a biotechnology company, since May 2018, and currently serves on various private company boards. Dr. Pande holds a B.S. in Physics from Princeton University and a Ph.D. in Physics from the Massachusetts Institute of Technology. We believe Dr. Pande is qualified to serve on our Board of Directors because of his extensive scientific expertise, operational experience and his role in leadership positions.

  8. Continuing Directors

    Continuing Directors The directors who are serving for terms that end following the Annual Meeting and their ages as of March 28, 2024 are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.

  9. Continuing Directors

    | Name | Age | Class | | Patrick Enright(1) | 63 | Class II Director | | James I. Healy(2)(3) | 60 | Class II Director | | Rekha Hemrajani(1)(3) | 55 | Class II Director | | Michael Davidson, M.D. (2)(3) | 68 | Class III Director | | Jean-Pierre Garnier, Ph.D. (2)(3)(4) | 77 | Class III Director |

  10. Continuing Directors

    (1) Member of our Audit Committee (2) Member of our Compensation Committee (3) Nominating and Governance Committee (4) Chair of the board Patrick Enright has served on our Board of Directors since February 2024. Mr. Enright co-founded Longitude Capital, a healthcare venture capital firm, where he has served as a Managing Director since 2006. Previously, Mr. Enright was a Managing Director of Pequot Ventures from 2002 to 2007, where he co-led the life sciences investment practice. Mr. Enright also has significant life sciences operations experience, including senior executive positions at Valentis, Inc., Boehringer Mannheim Pharmaceuticals Corp. (acquired by Roche) and Sandoz, Inc. (now known as Novartis). Mr. Enright currently serves on the boards of directors of Vera Therapeutics, Inc., Jazz Pharmaceuticals plc since, and other privately held healthcare companies. Mr. Enright previously served on the boards of directors of over twenty companies, including Aimmune Therapeutics, Inc. (acquired by Nestlé) from 2013 to 2020, Corcept Therapeutics, Inc. from 2008 to 2017, and Vaxcyte, Inc. from 2015 to 2020. Mr. Enright received a B.S. in Biological Sciences from Stanford University and an M.B.A. from The Wharton School of the University of Pennsylvania. We believe that Mr. Enright is qualified to serve on our Board of Directors due to his experience serving on the board of directors of clinical-stage biotechnology companies and his investment experience in the life sciences industry. James I. Healy has been a general partner at Sofinnova Investments, Inc. (formerly Sofinnova Ventures), a biotechnology investment firm, since June 2000. Dr. Healy is currently on the board of directors of Natera, Inc., ArriVent Biopharma, Inc., Rapport Therapeutics, Inc., Y-mAbs, Inc. and several private companies. Dr. Healy has previously served on the boards of directors of Ascendis Pharma A/S, Amarin Corporation, Auris Medical Holding AG, Bolt Therapeutics, Inc., CinCor Pharma Inc., Coherus BioSciences, Inc., Edge Therapeutics, Inc., Hyperion Therapeutics, Inc., InterMune, Inc., Iterum Therapeutics plc, Anthera Pharmaceuticals, Inc., Karuna Therapeutics, Inc., Durata Therapeutics, Inc., CoTherix, Inc., Movetis NV, NuCana plc, ObsEva SA and several private companies, as well as on the board of the National Venture Capital Association and the board of the Biotechnology Industry Organization. Dr. Healy holds a Bachelor of Arts in Molecular Biology and in Scandinavian Studies from the University of California at Berkeley, and an M.D. and Ph.D. in Immunology from Stanford University School of Medicine. Rekha Hemrajani has served as a member of our Board of Directors since August 2021. Previously, Ms. Hemrajani served as Chief Executive Officer and a Director of Jiya Acquisition Corporation, a special purpose acquisition company, from its inception in August 2020 until November 2022. Ms. Hemrajani also served as President and Chief Executive Officer and a Director of Aravive, Inc., a clinical-stage biotechnology company, from January 2020 to April 2020. From March 2019 to September 2019, Ms. Hemrajani served as the Chief Operating Officer and Chief Financial Officer of Arcus Biosciences, Inc., a biotechnology company. From March 2016 to March 2019, she served as Chief Operating Officer of FLX Bio, Inc. (now RAPT Therapeutics, Inc.), a biotechnology company. From March 2015 to March 2016, Ms. Hemrajani served as Chief Financial Officer and Senior Vice President of Business and Financial Operations at 3-V Biosciences, Inc. (now Sagimet Biosciences, Inc.), a biotechnology company. From Oct 2013 to March 2015, Ms. Hemrajani advised privately held companies on strategic corporate development and financing activities at Ravinia Consulting, a consulting firm she founded. Ms. Hemrajani currently serves as a Director for ALX Oncology Holdings Inc., a biotechnology company, since May 2020. From May 2019 to May 2021, she served as a Director at Adverum Biotechologies, Inc., a biopharmaceutical company. She holds a B.S. in Economics and Computer Science from the University of Michigan and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University. We believe Ms. Hemrajani is qualified to serve on our Board of Directors due to her extensive executive and financial experience in the biopharmaceutical and biotechnology industries. Michael Davidson, M.D. has served as a member of our Board of Directors since March of 2024. Since August of 2020, Dr. Davidson has served as Chief Executive Officer and Executive Director at NewAmsterdam Pharma Company N.V., a pharmaceutical company. Prior to joining NewAmsterdam Pharma, Dr. Davidson was the founder and Chief Executive Officer of Corvidia Therapeutics, Inc., a cardio-renal disease therapy company, from January 2016 until April 2018 and the Chief Science/Medical Officer from April 2018 until July 2020, when Corvidia was acquired by Novo Nordisk A/S. Dr. Davidson is board-certified in internal medicine, cardiology, and clinical lipidology and served as President of the National Lipid Association from May 2010 to May 2011. Dr. Davidson currently serves on the board of directors of Tenax Therapeutics, Inc., a biopharmaceutical company, since April 2021 and Silence Therapeutics plc since January 2022. Dr. Davidson also serves on the boards of two private biotechnology companies, SonoThera, Inc. and NanoPhoria Bioscience. Dr. Davidson received his B.A. and M.S. from Northwestern University and his M.D. from The Ohio State University School of Medicine. We believe Dr. Davidson is qualified to serve on our Board of Directors because of his medical training and extensive leadership experience in the industry. Jean-Pierre Garnier, Ph.D. has served as a member and chair of our Board of Directors since August 2024. Since 2019, Dr. Garnier has served as director of the board of directors of Carrier Global Corporation, a public company and as director and chair of the board of directors of Cellectis S.A., a public biopharmaceutical company. From 2015 to 2022, Dr. Garnier served as director of the board of directors of Radius Health, Inc., a public pharmaceutical company. From 2018 to 2022, he served as Chairman of the board of directors of Carmat, a public medical equipment manufacturing company based in France. From 2018 to 2020, Dr. Garnier was Chairman of Idorsia, a public biotechnology company based in Switzerland and listed on the Swiss Stock Exchange (SIX) Prior to Idorsia, Dr. Garnier was Chairman of Actelion Ltd., a Swiss pharmaceuticals and bio-technology company. From 2008 to 2010, Dr. Garnier served as Chief Executive Officer of Pierre Fabre. From 2000 to 2008 Dr. Garnier served as Chief Executive Officer and Executive Member of the board of directors of GlaxoSmithKline plc. In 2000, Dr. Garnier served as Chief Executive Officer of SmithKline Beecham plc. Dr. Garnier has served as a board member of Renault S.A. from 2008 to 2016, United Technologies Corporation from 1997 to 2019, and Max Planck Institute from 2013 to 2019. Dr. Garnier holds an M.S. in pharmaceutical science and a Ph.D. in pharmacology from the Louis Pasteur University of Strasbourg, France. He subsequently earned his MBA at Stanford University, California, as a Fulbright Scholar. We believe Dr. Garnier is qualified to serve on our Board of Directors because of his medical training and extensive leadership experience in the biotechnology industry.

  11. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Prior to our initial public offering in 2024, we did not have a formal policy to provide any cash or equity compensation to our non-employee directors for their service as directors, but Dr. Davidson and Ms. Hemrajani each received a cash fee of $40,000 annually for their service on our Board of Directors. Dr. Garnier received a cash fee of $80,000 annually for his service as chair of our Board of Directors. Dr. Coloma also received a cash fee of $40,000 annually for his service on our Board of Directors. In connection with our initial public offering, our Board of Directors approved a non-employee director compensation policy, which took effect following the completion of the initial public offering. Beginning after our initial public offering, our non-employee directors receive annual cash compensation of $40,000 for service on our Board of Directors and additional cash compensation for the chairperson and committee members as set forth below. All cash payments are made quarterly in arrears, and are pro-rated for any partial quarters of service. • Board Chair $40,000 • Audit Committee Chair: $15,000 • Audit Committee Member (Non-Chair): $7,500 • Compensation Committee Chair: $12,000 • Compensation Committee Member (Non-Chair): $6,000 • Nominating and Governance Committee Chair: $10,000 • Nominating and Governance Committee Member (Non-Chair): $5,000 In addition, each non-employee director who is elected or appointed to our Board of Directors will be granted an option to purchase 30,000 shares of our common stock upon the director’s initial appointment to our Board of Directors, referred to as the Initial Grant. The Initial Grant will vest in 3 equal installments on each annual anniversary of the date of grant, such that the Initial Grant will become fully vested and exercisable on the three-year anniversary of the date of grant, subject to the director’s continued service through each applicable vesting date. Each non-employee director who is serving on our Board of Directors immediately prior to, and will continue to serve on our Board of Directors following, our annual meeting of stockholders, will be granted an option to purchase 15,000 shares of our common stock on the date of such annual meeting of stockholders, referred to as the Annual Grant. Notwithstanding the foregoing, a director who is elected or appointed for the first time after January 1 shall not be eligible to receive such Annual Grant on the annual meeting of stockholders of the year of his or her election or appointment as a director. Each Annual Grant will vest on the anniversary of the date of grant or, if earlier, the next annual meeting of our stockholders, subject to the director’s continued service through the vesting date. Each non-employee director, other than Dr. Pande, who is serving on our Board of Directors immediately prior to the date of our initial public offering was granted an option to purchase 15,000 shares of our common stock at the public offering price, referred to as the IPO Award. Each IPO Award will vest on the earlier of (i) the date of the next annual meeting of our stockholders and (ii) the date that is one year following the date of grant of the IPO Award, in each case so long as the director continues to provide service through the vesting date. Our employee directors have not received any compensation or reimbursement of any expenses (other than customary expenses in connection with the attendance of meetings of our Board of Directors) for their services as directors for the year ended December 31, 2024. The following table sets forth information concerning the compensation paid to certain non-employee directors for the year ended December 31, 2024:

  12. Non-Employee Director Compensation Policy

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(4) | Total ($) | | Jean-Pierre Garnier, Ph.D.(1) | 31,813 | 1,457,992 | 1,489,805 | | Jason Coloma, Ph.D.(2) | 25,543 | 163,503 | 189,046 | | Michael Davidson, M.D.(3) | 35,140 | 457,260 | 492,400 | | James Healy, M.D., Ph.D. | 14,761 | 218,578 | 233,339 | | Patrick Enright | 12,520 | 218,578 | 231,098 | | Rekha Hemrajani | 45,272 | 419,697 | 464,969 | | Vijay Pande, Ph.D.(5) | – | – | – |

  13. Non-Employee Director Compensation Policy

    (1) Dr. Garnier joined our Board of Directors on August 20, 2024. (2) Dr. Coloma resigned from our Board of Directors on August 20, 2024. (3) Dr. Davidson joined our Board of Directors on April 9, 2024. (4) The amounts reported in this column represent the aggregate grant date fair value of the awards granted under our 2015 and 2024 Plans to our officers during the year ended December 31, 2024 as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in the Option Awards column are set forth in Note 7 to our financial statements included elsewhere in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2024. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the executive from the awards. For information regarding the number of outstanding stock options held by each then serving non-employee director as of December 31, 2024, see the table below:

  14. Non-Employee Director Compensation Policy

    | Name | Option Awards | | Jean-Pierre Garnier, Ph.D. | 156,609 | | Jason Coloma, Ph.D. | 23,167 | | Michael Davidson, M.D. | 48,986 | | James Healy, M.D., Ph.D. | 15,000 | | Patrick Enright | 15,000 | | Rekha Hemrajani | 43,497 | | Vijay Pande, Ph.D. | – |

  15. Non-Employee Director Compensation Policy

    (5) Dr. Pande elected to forego non-employee director compensation and stock options entitled to for his service on our Board of Directors. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED CLASS I DIRECTORS.

  16. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the compensation earned by our named executive officers for the years ended December 31, 2024 and 2023.

  17. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation(1) ($) | Option Awards(2) ($) | All Other Compensation ($) | Total ($) | | Kristen Fortney, Ph.D. Chief Executive Officer and President | 2024 | 520,994 | 208,398 | 11,482,514 | 15,000(3) | 12,226,906 | | | 2023 | 493,271 | 246,635 | 626,169 | 14,400(4) | 1,380,475 | | Eric Morgen, M.D. Chief Operating Officer | 2024 | 457,657 | 160,180 | 1,832,510 | 15,000(3) | 2,465,347 | | | 2023 | 435,686 | 190,613 | 232,099 | 14,400(4) | 872,798 | | Paul Rubin, M.D. Chief Medical Officer | 2024 | 488,139 | 170,849 | 1,249,853 | 15,000(3) | 1,923,841 | | | 2023 | 468,939 | 205,161 | 148,262 | 14,400(4) | 836,762 |

  18. Summary Compensation Table

    (1) For additional information regarding the non-equity incentive plan compensation, see the section titled “Annual performance-based bonuses.” (2) The amounts reported in this column represent the aggregate grant date fair value of the awards granted under our 2015 and 2024 Plans to our officers during the years ended December 31, 2024 and 2023 as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in the Option Awards column are set forth in Note 7 to our financial statements included elsewhere in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2024. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the executive from the awards. (3) Represents a $13,800 matching contribution under our 401(k) plan and a $1,200 cell phone allowance. (4) Represents a $13,200 matching contribution under our 401(k) plan and a $1,200 cell phone allowance.

  19. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the outstanding equity awards for each of our named executive officers as of December 31, 2024.

  20. Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Award | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Kristen Fortney, Ph.D. Chief Executive Officer and President | 4/30/2021(1) | 243,714 | — | 10.27 | 4/29/2031 | | | 5/29/2022(2) | 79,509 | 36,141 | 7.23 | 5/28/2027 | | | 3/16/2023(3) | 50,596 | 65,054 | 10.85 | 3/15/2033 | | | 4/17/2024(4) | 118,007 | 590,037 | 8.39 | 4/16/2034 | | | 9/25/2024(5) | 26,551 | 398,276 | 18.00 | 9/24/2034 | | Eric Morgen, M.D. Chief Operating Officer | 9/17/2018(6) | 79,399 | — | 3.08 | 9/16/2028 | | | 4/30/2021(7) | 92,815 | — | 10.27 | 4/29/2031 | | | 5/29/2022(8) | 29,471 | 13,396 | 6.57 | 5/28/2032 | | | 3/16/2023(9) | 18,754 | 24,113 | 10.85 | 3/15/2033 | | | 4/17/2024(10) | 42,995 | 214,978 | 8.39 | 4/16/2034 | | Paul Rubin, M.D. Chief Medical Officer | 7/01/2020(11) | 90,633 | — | 4.11 | 6/30/2030 | | | 4/30/2021(12) | 40,880 | 2,726 | 10.27 | 4/29/2031 | | | 5/29/2022(13) | 18,825 | 8,558 | 6.57 | 5/28/2032 | | | 3/16/2023(14) | 11,980 | 15,403 | 10.85 | 3/15/2033 | | | 4/17/2024(15) | 29,324 | 146,625 | 8.39 | 4/16/2034 |

  21. Outstanding Equity Awards at Fiscal Year-End Table

    (1) The option became fully vested on December 16, 2024. (2) The option will vest over four years, with 1/48th of the total shares vesting and become exercisable on each monthly anniversary of the vesting commencement date of March 1, 2021 for so long as Dr. Fortney continues to provide services to the Company. (3) The option will vest over four years, with 1/48th of the total shares vesting and become exercisable on each monthly anniversary of the vesting commencement date of March 1, 2022 for so long as Dr. Fortney continues to provide services to the Company. (4) The option vested or vests as to 1/48th of the total shares vesting and become exercisable on each monthly anniversary of the vesting commencement date of April 17, 2024 for so long as Dr. Fortney continues to provide services to the Company. (5) The option vested or vests as to 1/48th of the total shares vesting and become exercisable on each monthly anniversary of the vesting commencement date of September 24, 2024 for so long as Dr. Fortney continues to provide services to the Company. (6) The option became fully vested on February 21, 2022. (7) The option became fully vested on December 16, 2024 (8) The option will vest over four years, with 1/48th of the total shares vesting and become exercisable on each monthly anniversary of the vesting commencement date of March 1, 2022 for so long as Dr. Morgen continues to provide services to the Company. (9) The option will vest over four years, with 1/48th of the total shares vesting and become exercisable on each monthly anniversary of the vesting commencement date of March 1, 2023 for so long as Dr. Morgen continues to provide services to the Company. (10) The option will vest over four years, with 1/48th of the total shares vesting and become exercisable on each monthly anniversary of the vesting commencement date of April 17, 2024 for so long as Dr. Morgen continues to provide services to the Company. (11) The option became fully vested on May 11, 2024. The option will vest over four years, with 1/48th of the total shares vesting and become exercisable on each monthly anniversary of the vesting commencement date of March 1, 2021 for so long as Dr. Rubin continues to provide services to the Company. The option will vest over four years, with 1/48th of the total shares vesting and become exercisable on each monthly anniversary of the vesting commencement date of March 1, 2022 for so long as Dr. Rubin continues to provide services to the Company. The option will vest over four years, with 1/48th of the total shares vesting and become exercisable on each monthly anniversary of the vesting commencement date of March 1, 2023 for so long as Dr. Rubin continues to provide services to the Company. (15) The option will vest over four years, with 1/48th of the total shares vesting and become exercisable on each monthly anniversary of the vesting commencement date of April 17, 2024 for so long as Dr. Rubin continues to provide services to the Company.