DEF 14A of Amylyx Pharmaceuticals, Inc., Apr 24, 2025

DEF 14A of Amylyx Pharmaceuticals, Inc.

Filed Apr 24, 2025 · FY20240000950170-25-057665

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of seven members. In accordance with the terms of our certificate of incorporation, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The terms of the Class I directors are scheduled to expire at the upcoming Annual Meeting. Based on the recommendation of the nominating and governance committee, our board of directors has nominated Justin Klee, Karen Firestone and Bernhardt Zeiher, M.D. for re-election as Class I directors at the Annual Meeting. The nominees are presently Class I directors, and each has indicated a willingness to continue to serve as a Class I director, if elected.

  2. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table identifies our nominees for Class I directors, and their ages as of April 11, 2025.

  3. Nominees for Election as Class I Directors

    | Name | Positions and Offices Held with Amylyx | Director Since | Age | | Justin Klee | Co-Chief Executive Officer and Director | 2014 | 34 | | Karen Firestone | Director | 2023 | 69 | | Bernhardt Zeiher, M.D. | Director | 2024 | 61 |

  4. Nominees for Election as Class I Directors

    Justin Klee has served as our Co-Chief Executive Officer and a member of our board of directors since January 2014. He co-founded Amylyx in 2013 and continues to serve as its Co-Chief Executive Officer, overseeing its growth from inception through its initial public offering (“IPO”), U.S. Food and Drug Administration (“FDA”) and Health Canada approvals, and product launch. Mr. Klee co-invented the oral combination of sodium phenylbutyrate (PB) and taurursodiol (TURSO, also known as ursodoxicoltaurine), which is being explored for the potential treatment of neurodegenerative diseases. Prior to co-founding Amylyx, Mr. Klee conducted research in neurophysiology and Alzheimer’s disease at Harvard Medical School to explore new approaches to treating relentlessly progressive neurodegenerative diseases. Mr. Klee holds a B.S. in Neuroscience from Brown University, where he previously conducted research in neural systems. We believe that Mr. Klee is qualified to serve on our board of directors because of his experience, qualifications, attributes and skills, including his familiarity with and experience building our company as its Co-Chief Executive Officer and Co-Founder, as well as his knowledge and familiarity with corporate management, clinical trials, neurodegenerative disease research and drug development. Karen Firestone has served as a member of our board of directors since March 2023. Ms. Firestone is Co-founder and Chair Emerita of Aureus Asset Management, an investment firm that manages over $6 billion of assets for families, individuals, and non-profit entities, which role she has held since 2005. Previously, she spent 22 years at Fidelity Investments, most recently as a diversified fund manager of Destiny 1 Fund, the Large Cap Fund, Advisor Large Cap Fund and managing numerous sector funds, including Biotechnology, Health Care, and Media. Ms. Firestone serves as a Trustee Emerita at the Beth Israel Deaconess Medical Center. She is a member of the Boston Athletic Association. Ms. Firestone received a Bachelor of Arts degree in economics, magna cum laude, from Harvard College and an MBA from Harvard Business School. We believe Ms. Firestone is qualified to serve on our board of directors because of her experience, qualifications, attributes and skills. Bernhardt Zeiher, M.D. has served as a member of our board of directors since March 2024. Dr. Zeiher previously held senior leadership positions at Astellas Pharma Inc. (“Astellas Pharma”), a publicly-traded global pharmaceutical company, including Chief Medical Officer from April 2019 to September 2022; Chief Medical Officer and President of Development from April 2018 to April 2019; President of Development from 2015 to April 2018, preceded by several roles of increasing responsibility beginning in 2010. Prior to joining Astellas Pharma, Dr. Zeiher held various leadership positions at Pfizer, Inc. (“Pfizer”), a global pharmaceutical company, including Vice President, Inflammation Disease Area Lead from 2009 to 2010; Executive Director, Inflammation and Pain Clinical Development from 2006 to 2009; and Senior Director, Inflammation and Pain Early Clinical Development from 2005 to 2006. Before joining Pfizer, Dr. Zeiher held various leadership positions at Eli Lilly, and Company, a global pharmaceutical company, including Medical Director from 2002 to 2005; Head, Critical Care Clinical Research from 2001 to 2002; and Clinical Research Physician from 2000 to 2001. Dr. Zeiher also worked as an Associate Medical Director at Merck& Co. Inc. from 1998 to 2000. In addition to his leadership roles in the pharmaceutical industry, Dr. Zeiher has served on the board of directors of Entrada Therapeutics, Inc. (Nasdaq: TRDA) since April 2023 and Abeona Therapeutics (Nasdaq: ABEO) since August 2024. Dr. Zeiher received a B.S. in Biology from the University of Toledo, earned his Doctor of Medicine at the Case Western Reserve University School of Medicine, and completed an internal medicine residency at University Hospitals of Cleveland as well as a fellowship in Pulmonary and Critical Care Medicine at University of Iowa Hospitals and Clinics. He is also a Fellow in the American College of Physicians and the American College of Chest Physicians. We believe that Dr. Zeiher is qualified to serve on our board of directors due to his experience as a senior executive in the pharmaceutical industry, as well as his service on the boards of directors of several organizations.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors and their ages as of April 11, 2025.

  6. Directors Continuing in Office

    | Name | Positions and Offices Held with Amylyx | Director Since | Class and Year in Which Term Will Expire | Age | | George Mclean Milne Jr., Ph.D. | Chair of the Board of Directors | 2015 | Class II—2026 | 81 | | Paul Fonteyne | Director | 2021 | Class II—2026 | 63 | | Joshua Cohen | Co-Chief Executive Officer and Director | 2014 | Class III—2027 | 33 | | Daphne Quimi | Director | 2021 | Class III—2027 | 59 |

  7. Directors Continuing in Office

    George Mclean Milne Jr., Ph.D. has served on our board of directors since 2015 and as chair of our board since December 2021. Dr. Milne has over 30 years of experience in pharmaceutical research and product development, including over 20 years of experience as a board member and lead director of multiple biopharmaceutical companies. He retired from Pfizer in 2002 where he served as Executive Vice President of Global Research and Development and President, Worldwide Strategic and Operations Management. He joined Pfizer in 1970 and held a variety of positions conducting both chemistry and pharmacology research. Dr. Milne became director of the department of immunology and infectious diseases at Pfizer in 1981, was its executive director from 1984 to 1985, and was Vice President of research and development from 1985 to 1988. He was appointed Senior Vice President in 1988. In 1993, he was appointed President of Pfizer Central Research and a Senior Vice President of Pfizer with global responsibility for human and veterinary medicine research and development. Dr. Milne has served on the board of directors of Gaylord Specialty Healthcare since 2016, New York Botanical Garden since 1998, and Sea Research Foundation since 1995. Dr. Milne has also previously served on multiple corporate boards of directors, including Aurinia Pharmaceuticals Inc. (NASDAQ: AUPH), a biotechnology company from 2017 until 2023, Charles River Laboratories International, Inc. (NYSE: CRL), a laboratory services company from 2002 until 2022, BioStorage Technologies, Inc. from 2006 until 2016, MedImmune, Inc., a biotechnology company, and Mettler-Toledo, Inc., an instrument manufacturing company, among others. Dr. Milne has a B.S. in Chemistry from Yale University and a Ph.D. in Organic Chemistry from the Massachusetts Institute of Technology. We believe that Dr. Milne is qualified to serve on our board of directors because of his experience, qualifications, attributes and skills. Paul Fonteyne has served as a member of our board of directors since March 2021. Mr. Fonteyne is the retired chair and Chief Executive Officer of Boehringer-Ingelheim, USA (“BI”), a subsidiary of Boehringer Ingelheim International GmbH (“Boehringer”), a global pharmaceutical company. He was with BI or BI subsidiaries from 2003 to December 2018 and made substantial contributions to BI. Prior to 2003, Mr. Fonteyne served in leadership positions at Merck and Co. Inc. as well as Abbott Laboratories. He has served on the boards of directors of Apnimed Pharmaceuticals, a clinical-stage pharmaceutical company, since October 2023, Apellis Pharmaceuticals, a biotechnology company, since April 2020, Corium, LLC, a private commercial-stage biopharmaceutical company, since August 2024, DalCor, Inc., a pharmaceutical company, since 2019, and Ypsomed AG, a biotechnology company, since 2018. Mr. Fonteyne also served as a member of the board of directors of Gelesis Holdings, Inc., a biotechnology company, from April 2018 until its voluntary petition for liquidation in 2023; Covetrus Inc., an animal health company, from May 2021 until its merger with Corgi Bidco, Inc. in October 2022, ResTORbio Inc., a biotechnology company, from December 2017 until its reverse merger with Adicet Bio, Inc. in September 2020, as well as member of the board of directors of AMAG Pharmaceuticals, Inc. from November 2019 until its sale to Covis Group S.à.r.l. in November 2020. Mr. Fonteyne has also served on the board of the Pharmaceutical Research and Manufacturers of America, chaired the National Pharmaceutical Council and is actively participating as a founder in biopharma spinouts from Yale University in the fields of Alzheimer’s disease and Alzheimer and fibrotic diseases. Mr. Fonteyne received his M.B.A. from Carnegie-Mellon University and his M.S. in Chemical Engineering from the Polytechnic School at the University of Brussels. We believe Mr. Fonteyne is qualified to serve on our board of directors because of his experience, qualifications, attributes and skills, including his past experience in the life sciences industry. Joshua Cohen has served as our Co-Chief Executive Officer and a member of our board of directors since January 2014. He co-founded Amylyx in 2013 and continues to serve as its Co-Chief Executive Officer, overseeing its growth from inception through its IPO, FDA and Health Canada approvals, and product launch. Mr. Cohen co-invented the oral combination of sodium phenylbutyrate (PB) and taurursodiol (TURSO, also known as ursodoxicoltaurine), which is being explored for the potential treatment of neurodegenerative diseases. Mr. Cohen holds a B.S. in Biomedical Engineering from Brown University, where he was a National Merit Scholar. While attending Brown, Mr. Cohen founded the Brown Biotechnology Investment Group and published research at the National Institutes of Standards and Technology (NIST) and in the Journal of Pharmaceutical Sciences. We believe that Mr. Cohen is qualified to serve on our board of directors because of his experience, qualifications, attributes and skills, including his familiarity with and experience building our company as its Co-Chief Executive Officer and Co-Founder, as well as his knowledge and familiarity with corporate management, clinical trials, neurodegenerative disease research and drug development. Daphne Quimi has served as a member of our board of directors since June 2021. Ms. Quimi has more than 25 years of executive experience in the pharmaceutical and biotechnology industries with expertise in global finance operations, company building, and rare disease drug commercialization. Ms. Quimi served as chief financial officer of Amicus Therapeutics, Inc. (“Amicus”), a biotechnology company from January 2019 until August 2023 and as the advisor to the chief financial officer of Amicus until March 2024 after holding various roles at Amicus since 2007. Ms. Quimi also serves on the board of directors at Century Therapeutics, Inc. (Nasdaq: IPSC) since October 2022 and Chiesi Farmaceutici S.p.A. since January 2025. Prior to that, Ms. Quimi served as Director of Consolidations and External Reporting at Bristol-Myers Squibb Company, a global biopharmaceutical company, from 2005 to 2007. Ms. Quimi received a B.S. in Accountancy from Monmouth University and an M.B.A. from the Stern School of Business of New York University. We believe Ms. Quimi is qualified to serve on our board of directors due to her financial expertise and industry experience. Properly submitted proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. Each of the nominees has consented to serve as a director if elected. However, if a nominee is unable or unwilling to serve or for good cause will not serve as a director, properly submitted proxies will be voted for the election of such substitute nominee as our board of directors may designate. There are no family relationships between or among any of our directors or executive officers. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us.

  8. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information regarding the total compensation awarded to, earned by, and paid to our named executive officers (“NEOs”) in the years indicated.

  9. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary $ | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Joshua Cohen Co-Chief Executive Officer and Director | 2024 | 686,200 | — | 2,585,771 | 2,685,179 | 521,855 | 17,250 | 6,496,255 | | | 2023 | 621,000 | — | 1,604,000 | 4,733,928 | 447,741 | 11,500 | 7,418,169 | | Justin Klee Co-Chief Executive Officer and Director | 2024 | 686,200 | — | 2,585,771 | 2,685,179 | 521,855 | 17,250 | 6,496,255 | | | 2023 | 621,000 | — | 1,604,000 | 4,733,928 | 447,741 | 11,500 | 7,418,169 | | James Frates Chief Financial Officer | 2024 | 540,600 | — | 885,672 | 848,404 | 248,427 | 17,250 | 2,540,353 | | | 2023 | 510,000 | — | 695,077 | 2,052,137 | 241,663 | 11,500 | 3,510,377 | | Gina M. Mazzariello Chief Legal Officer and General Counsel | 2024 | 478,400 | — | 805,798 | 777,704 | 219,844 | 17,250 | 2,298,996 | | | 2023 | 460,000 | — | 588,123 | 1,736,288 | 217,765 | 11,500 | 3,013,676 |

  10. 2024 Summary Compensation Table

    (1) Amounts shown reflect the grant date fair value of RSUs awarded during fiscal years 2024 and 2023, determined in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 11 to our consolidated financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for the RSUs and do not correspond to the actual economic value that may be received upon vesting or settlement of the RSUs or sale of any of the underlying shares of common stock. (2) The amounts reported represent the aggregate grant date fair value of the stock options awarded to the NEOs and the incremental fair value of option awards materially modified during fiscal years 2024 and 2023, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 11 to our consolidated financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received upon vesting or exercise of the stock options or sale of any of the underlying shares of common stock. (3) The amounts reported for 2024 and 2023 represent annual incentive bonuses earned in 2024 and 2023 and paid in February 2025 and February 2024, respectively, based on the achievement of pre-established performance goals as determined by our board of directors. (4) Except as otherwise noted, the amounts reported in the “All Other Compensation” column represent safe harbor employer contributions under our 401(k) Plan.

  11. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2024.

  12. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | | Option Awards (1)(3) | | | | Stock Awards (2)(3) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Joshua Cohen | 2/19/2021(6) | 191,668 | 8,332 | 7.57 | 2/19/2026 | — | — | | | 1/6/2022 | 246,093 | 91,407 | 19.00 | 1/6/2032 | — | — | | | 1/6/2022 | — | — | — | — | 37,500 | 141,750 | | | 3/16/2023 | 99,800 | 125,200 | 32.08 | 3/16/2033 | — | — | | | 3/16/2023 | — | — | — | — | 37,500 | 141,750 | | | 2/26/2024 | — | 190,000 | 17.56 | 2/26/2034 | — | — | | | 2/26/2024 | — | — | — | — | 126,667 | 478,801 | | | 4/16/2024 | — | 380,000 | 2.01 | 4/16/2034 | — | — | | | 4/16/2024 | — | — | — | — | 119,900 | 453,222 | | Justin Klee | 2/26/2020(5) | 36,310 | — | 1.57 | 2/26/2025 | — | — | | | 2/19/2021(6) | 191,668 | 8,332 | 7.57 | 2/19/2026 | — | — | | | 1/6/2022 | 246,093 | 91,407 | 19.00 | 1/6/2032 | — | — | | | 1/6/2022 | — | — | — | — | 37,500 | 141,750 | | | 3/16/2023 | 99,800 | 125,200 | 32.08 | 3/16/2033 | — | — | | | 3/16/2023 | — | — | — | 12/31/1899 | 37,500 | 141,750 | | | 2/26/2024 | — | 190,000 | 17.56 | 2/26/2034 | — | — | | | 2/26/2024 | — | — | — | — | 126,667 | 478,801 | | | 4/16/2024 | — | 380,000 | 2.01 | 4/16/2034 | — | — | | | 4/16/2024 | — | — | — | — | 119,900 | 453,222 | | James Frates | 1/25/2021(7) | 354,419 | 9,416 | 6.88 | 1/25/2031 | — | — | | | 1/6/2022 | 103,906 | 38,594 | 19.00 | 1/6/2032 | — | — | | | 1/6/2022 | — | — | — | — | 15,834 | 59,853 | | | 2/11/2022 | 17,708 | 7,292 | 19.63 | 2/11/2032 | — | — | | | 3/16/2023 | 44,613 | 52,887 | 32.08 | 3/16/2033 | — | — | | | 3/16/2023 | — | — | — | — | 16,251 | 61,429 | | | 2/26/2024 | | 60,000 | 17.56 | 2/26/2034 | — | — | | | 2/26/2024 | — | — | — | — | 40,000 | 151,200 | | | 4/16/2024 | | 120,000 | 2.01 | 4/16/2034 | — | — | | | 4/16/2024 | — | — | — | — | 60,787 | 229,775 | | Gina M. Mazzariello | 2/22/2022 | 128,916 | 53,084 | 28.24 | 2/22/2032 | — | — | | | 2/22/2022 | — | — | — | — | 20,500 | 77,490 | | | 3/16/2023 | 37,456 | 45,044 | 32.08 | 3/16/2033 | — | — | | | 3/16/2023 | — | — | — | — | 13,750 | 51,975 | | | 2/26/2024 | — | 55,000 | 17.56 | 2/26/2034 | — | — | | | 2/26/2024 | — | — | — | — | 36,667 | 138,601 | | | 4/16/2024 | — | 110,000 | 2.01 | 4/16/2034 | — | — | | | 4/16/2024 | — | — | — | — | 53,707 | 203,012 |

  13. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1) Except as otherwise set forth below, each stock option award vests over four years, with respect to 25% of the shares on the first anniversary of the grant date and the remaining 75% of the shares in 36 equal monthly installments thereafter, subject to the named executive officer’s continued service relationship with us on each applicable vesting date. (2) Each Stock Award represents RSUs which vest over four years in four equal annual installments following the grant date subject to the named executive officer’s continued service relationship with us on each vesting date. (3) Pursuant to their respective employment agreements, in the event that Mr. Klee or Mr. Cohen are terminated without cause or resign for good reason, their time-based stock options and RSUs will accelerate by twelve (12) months, and in the event that Mr. Klee, Mr. Cohen, Mr. Frates or Ms. Mazzariello is terminated without cause or resigns for good reason within 3 months prior to or 12 months following a change in control, any unvested shares subject to the executive’s time-based stock options and RSUs will fully accelerate. (4) Represents the market value of the shares subject to RSUs based on the closing price of our common stock on December 31, 2024, the last trading day of the 2024 fiscal year, or $3.78. 25,012 shares subject to this stock option vested on February 26, 2021 and the remainder is scheduled to vest thereafter in 36 monthly installments of 2,083 shares. 50,024 shares subject to this stock option vested on February 19, 2022 and the remainder is scheduled to vest thereafter in 36 monthly installments of 4,166 shares. (7) 113,024 shares subject to this stock option vested on January 25, 2022 and the remainder is scheduled to vest thereafter in 36 monthly installments of 9,416 shares.

  14. Pay Versus Performance

    Pay Versus Performance We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K and are therefore permitted to provide scaled pay versus performance disclosures. In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding “Compensation Actually Paid,” as determined under SEC rules, for our PEOs and non-PEO NEOs as a group and Company financial performance for the fiscal years listed below. This disclosure does not necessarily reflect value actually realized by the executive or how our compensation committee evaluates compensation decisions in light of company or individual performance. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  15. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Year | Summary Compensation Table Total for Joshua Cohen ($) | Summary Compensation Table Total for Justin Klee ($) | Compensation Actually Paid to Joshua Cohen ($) (4) | Compensation Actually Paid to Justin Klee ($) (4) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) | Total Shareholder Return ($) | Net Income (Thousands) ($) | | 2024 (1) | 6,496,255 | 6,496,255 | 1,033,802 | 1,033,802 | 2,419,675 | 152,156 | 21 | (301,743) | | 2023 (2) | 7,418,169 | 7,418,169 | (6,397,526) | (6,397,526) | 3,086,015 | (3,219,395) | 81 | 49,271 | | 2022 (3) | 7,178,416 | 7,178,416 | 18,570,310 | 18,570,310 | 4,256,103 | 10,183,063 | 204 | (198,375) |

  16. Pay Versus Performance

    (1) For 2024, the PEOs were our Co-Chief Executive Officers, Joshua Cohen and Justin Klee, and the non-PEO NEOs were James Frates and Gina M. Mazzariello. (2) For 2023, the PEOs were our Co-Chief Executive Officers, Joshua Cohen and Justin Klee, and the non-PEO NEOs were James Frates, Gina M. Mazzariello, Camille L. Bedrosian, M.D. and Margaret Olinger. (3) For 2022, the PEOs were our chief executive officers, Joshua Cohen and Justin Klee, and the non-PEO NEOs were James Frates, Gina M. Mazzariello and Margaret Olinger. (4) Compensation Actually Paid reflects the total compensation reported in the Summary Compensation Table for the applicable year adjusted to include or exclude the amounts shown in the tables below for the NEOs. To calculate Compensation Actually Paid, the following amounts were deducted from and added to the Summary Compensation Table total compensation, computed in accordance with Item 402(v) of Regulation S-K: PEO Summary Compensation Total to Compensation Actually Paid Reconciliation

  17. Pay Versus Performance

    | Year | Summary Compensation Total for Joshua Cohen ($) | Deduction of Equity Awards for Joshua Cohen ($) (a) | Addition of Adjusted Equity Awards for Joshua Cohen ($) (b) | Compensation Actually Paid to Joshua Cohen ($) | | 2024 | 6,496,255 | (5,270,950) | (191,503) | 1,033,802 | | 2023 | 7,418,169 | (6,337,928) | (7,477,767) | (6,397,526) | | 2022 | 7,178,416 | (6,177,000) | 17,568,894 | 18,570,310 |

  18. Pay Versus Performance

    | Year | Summary Compensation Total for Justin Klee ($) | Deduction of Equity Awards for Justin Klee ($) (a) | Addition of Adjusted Equity Awards for Justin Klee ($) (b) | Compensation Actually Paid to Justin Klee ($) | | 2024 | 6,496,255 | (5,270,950) | (191,503) | 1,033,802 | | 2023 | 7,418,169 | (6,337,928) | (7,477,767) | (6,397,526) | | 2022 | 7,178,416 | (6,177,000) | 17,568,894 | 18,570,310 |

  19. Pay Versus Performance

    Average non-PEO NEOs Summary Compensation Total to Compensation Actually Paid Reconciliation

  20. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Deduction of Equity Awards for Non-PEO NEOs ($) (a) | Average Addition of Adjusted Equity Awards for Non-PEO NEOs ($) (b) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,419,675 | (1,658,789) | (608,730) | 152,156 | | 2023 | 3,086,015 | (2,391,751) | (3,913,659) | (3,219,395) | | 2022 | 4,256,103 | (3,538,690) | 9,465,650 | 10,183,063 |

  21. Pay Versus Performance

    (a) Represents the grant date fair value of equity-based awards granted each year and reported in the Summary Compensation Table for each year shown. See the footnotes to the Summary Compensation Table for further detail regarding the amounts in this column. (b) Reflects the value of equity calculated in accordance with the SEC methodology for determining the compensation actually paid for each year shown. The amounts in the Addition of Adjusted Equity Awards in the tables above are derived from the amounts set forth in the following tables:

  22. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Joshua Cohen ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Joshua Cohen ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Joshua Cohen ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Joshua Cohen ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Joshua Cohen ($) | Total - Addition of Adjusted Equity Awards for Joshua Cohen ($) | | 2024 | 2,777,461 | (2,416,000) | — | (552,964) | — | (191,503) | | 2023 | 2,907,378 | (5,721,351) | — | (4,663,794) | — | (7,477,767) | | 2022 | 12,131,046 | 3,666,615 | — | 1,771,232 | — | 17,568,894 |

  23. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Justin Klee ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Justin Klee ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Justin Klee ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Justin Klee ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Justin Klee ($) | Total - Addition of Adjusted Equity Awards for Justin Klee ($) | | 2024 | 2,777,461 | (2,416,000) | — | (552,964) | — | (191,503) | | 2023 | 2,907,378 | (5,721,351) | — | (4,663,794) | — | (7,477,767) | | 2022 | 12,131,046 | 3,666,615 | — | 1,771,232 | — | 17,568,894 |

  24. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Addition of Adjusted Equity Awards for Non-PEO NEOs ($) | | 2024 | 920,443 | (1,073,572) | — | (457,625) | — | (608,730) | | 2023 | 1,199,553 | (1,766,664) | — | (2,651,863) | (696,708) | (3,913,659) | | 2022 | 5,235,934 | 2,712,055 | — | 1,515,639 | — | 9,465,650 |

  25. Pay Versus Performance

    The above tables omit columns relating to adjustments necessary for awards granted during the applicable year that vested during the same year or any dividends paid during the applicable year, in each case, because no such adjustments were applicable. Description of Relationship Between PEO and non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Description of Relationship Between PEO and non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and our Net Loss and Income during the three most recently completed fiscal years.

  26. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median paid employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. We identified the median paid employee using our employee population on December 31, 2024, including all employees (except our Co-Chief Executive Officers). We identified the median employee using the employee's annualized total compensation in accordance with the requirements of the Summary Compensation Table as of December 31, 2024 for all active employees as of that date. Our median paid employee compensation as calculated using Summary Compensation Table requirements was $311,207. The compensation for each of our Co-Chief Executive Officers as reported in the Summary Compensation Table was $6,496,255. Therefore, our CEO Pay Ratio is approximately 21:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the compensation committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  27. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  28. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table presents the total compensation for each person who served as a non-employee member of our board of directors during the fiscal year ended December 31, 2024. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2024 for their services as members of the board of directors. Joshua Cohen and Justin Klee, our Co-Chief Executive Officers, received no additional compensation for their service as directors. See the section titled “Executive Compensation—2024 Summary Compensation Table” for more information on the compensation paid to or earned by Messrs. Cohen and Klee as employees for the year ended December 31, 2024.

  29. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2)(3) | Total ($) | | George Mclean Milne Jr., Ph.D. | 115,625 | 27,704 | 143,329 | | Daphne Quimi | 72,500 | 27,704 | 100,204 | | Paul Fonteyne | 66,449 | 27,704 | 94,153 | | Bernhardt Zeiher, M.D. | 51,223 | 108,624 | 159,846 | | Karen Firestone | 60,000 | 27,704 | 87,704 |

  30. Non-Employee Director Compensation Table

    (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to the non-employee directors during fiscal year 2024, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 11 to our consolidated financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received upon vesting or exercise of the stock options or any sale of any of the underlying shares of common stock. (2) As of December 31, 2024, the non-employee members of our board of directors held the following aggregate number of exercisable and unexercisable options:

  31. Non-Employee Director Compensation Table

    | | Number of Stock Options Held at Fiscal Year-End | | | Name | Exercisable (#) | Unexercisable (#) | | George Mclean Milne Jr., Ph.D. | 46,385 | 25,000 | | Daphne Quimi | 115,351 | 35,134 | | Paul Fonteyne | 120,418 | 30,067 | | Bernhardt Zeiher, M.D. | — | 55,753 | | Karen Firestone | 19,893 | 36,418 |

  32. Non-Employee Director Compensation Table

    No non-employee member of our board of directors held unvested RSUs as of December 31, 2024.

  33. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In connection with our IPO, our board of directors adopted a non-employee director compensation policy. Our non-employee director compensation policy, as amended (the “non-employee director compensation policy”), is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, each director who is not an employee was paid cash compensation as set forth below for the 2024 fiscal year:

  34. Non-Employee Director Compensation Policy

    | Position | Annual Retainer | | Members (other than chair) | $45,000 | | Retainer for chair | $82,500 | | Audit Committee: | | | Members (other than chair) | $10,000 | | Retainer for chair | $20,000 | | Compensation Committee: | | | Members (other than chair) | $7,500 | | Retainer for chair | $15,000 | | Nominating and Corporate Governance Committee: | | | Members (other than chair) | $5,000 | | Retainer for chair | $10,000 | | Science and Technology Committee: | | | Members (other than chair) | $7,500 | | Retainer for chair | $15,000 |

  35. Non-Employee Director Compensation Policy

    In addition, the non-employee director compensation policy provides that, upon initial election to our board of directors, each non-employee director will be granted an equity award of stock options to purchase the lesser of (x) a stock option with a grant date fair value of $570,000 or (y) a stock option to purchase 50,000 shares (the “Initial Grant”). The Initial Grant will vest in one-third on the first anniversary of the date of grant, and the remaining two-thirds will vest in equal monthly installments over two years, provided, however, that all vesting shall cease if the director resigns from the board of directors or otherwise ceases to service as our director. Furthermore, on the date of each of our annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an annual equity award of stock options to purchase the lesser of (x) a stock option with a grant date fair value of $285,000 or (y) a stock option to purchase 25,000 shares (the “Annual Grant”). The Annual Grant will vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next annual meeting; provided, however, that all vesting shall cease if the director resigns from the board of directors or otherwise ceases to serve as a director, unless the board of directors determines that the circumstances warrant continuation of vesting. In addition, all vested options remain exercisable for twelve (12) months if the director resigns from the board of directors or otherwise ceases to serve as a director. Notwithstanding the foregoing, if an outside director was initially elected to the board of directors within twelve (12) months preceding the annual meeting, then such outside director shall receive an Annual Grant that is pro-rated on a monthly basis for time serving as an outside director. Upon a “sale event” (as defined in our 2022 Plan), all outstanding Initial Awards and Annual Awards held by outside directors fully accelerate and become fully vested and exercisable.