DEF 14A of Aura Biosciences, Inc., Apr 24, 2025

DEF 14A of Aura Biosciences, Inc.

Filed Apr 24, 2025 · FY20240000950170-25-058062

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 and bylaws, 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 members of the classes are divided as follows: • the Class I directors are Elisabet de los Pinos, Ph.D. and Giovanni Mariggi, Ph.D., and their terms will expire at the Annual Meeting; • the Class II directors are Teresa Marie Bitetti, David Johnson and Karan Takhar, and their terms will expire at the annual meeting of stockholders to be held in 2026; and • the Class III directors are Antony Mattessich and Sapna Srivastava, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2027. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. As previously disclosed, Raj Parekh, Ph.D., served on our Board of Directors in 2024 until his resignation effective on the date of the 2024 annual meeting of stockholders. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our Board of Directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two thirds (2/3) or more of the outstanding shares then entitled to vote in an annual election of directors and that any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote of a majority of our directors then in office. Our Board of Directors has nominated each of Elisabet de los Pinos, Ph.D. and Giovanni Mariggi, Ph.D. for election as a Class I director at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our Board of Directors. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. Although our Nominating and Corporate Governance Committee does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the Board of Directors, the Nominating and Corporate Governance Committee and the full Board of Directors are committed to creating a board of directors with diverse expertise, experience and background. In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our Board of Directors and our Nominating and Corporate Governance Committee considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to our Company and our Board of Directors.

  2. Nominee for Election as Class I Director

    Nominee for Election as Class I Director The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and age as of March 31, 2025.

  3. Nominee for Election as Class I Director

    | Name | Position Held with Aura Biosciences, Inc. | Director Since | Age | | Elisabet de los Pinos, Ph.D. | Chief Executive Officer, President and Director | 2009 | 52 | | Giovanni Mariggi, Ph.D. | Director | 2019 | 40 |

  4. Nominee for Election as Class I Director

    Elisabet de los Pinos, Ph.D., is our founder, Chief Executive Officer and President. Since our founding in 2009, Dr. de los Pinos has led our strategy and operations and has spearheaded our fundraising efforts. Prior to our founding, she was a brand manager in Eli Lilly & Co.’s oncology business unit, where she was part of the leadership team responsible for the market launch in Europe of Alimta, a drug for the treatment of lung cancer. Earlier in her career, Dr. de los Pinos worked as a post-doctoral fellow at the Institute of Cancer Research at the University of London. She previously completed research fellowships at the Mount Sinai School of Medicine Institute of Molecular Medicine of New York University and at the Georgetown School of Medicine. She is a member of the board of overseers at the Museum of Science, Boston. Dr. de los Pinos has been named to Boston Business Journal’s 2009 “Top 40 under 40” list; as a Mass High Tech “Woman to Watch” in 2010; as a “Technology Pioneer” by the World Economic Forum in 2010; and as one of Goldman Sachs’s “100 Most Intriguing Entrepreneurs” in 2014. Dr. de los Pinos holds a Ph.D., magna cum laude, in Molecular Biology from the University of Barcelona and an M.B.A. from IE Business School. Giovanni Mariggi, Ph.D., has served as a member of our Board of Directors since April 2019. Dr. Mariggi is a member of the co-founding team at Medicxi, having served as a partner since October 2018 and a principal from February 2016 to September 2018. Prior to Medicxi, Dr. Mariggi served in multiple roles at Index Ventures, or Index, over four years, ultimately serving as a principal from January 2015 to January 2016. Prior to joining Index, Dr. Mariggi worked at Cancer Research UK’s London Research Institute (now the Crick Institute) conducting research on vascular biology and angiogenesis, whilst also performing competitive intelligence projects as an independent consultant to various biopharma companies. He currently serves on the boards of a number of portfolio companies, including Fore Biotherapeutics US Inc.,Vaderis Therapeutics AG, Curevo Inc. and Vicebio Ltd. Dr. Mariggi holds a Ph.D. in Biochemistry and Molecular Biology from University College London and a B.Sc. in Biochemistry from Imperial College London. We believe Dr. Mariggi’s experience and background in the biopharmaceutical industry provides him with the appropriate set of skills to serve as a member of our Board of Directors. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our Board of Directors may designate.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our directors, and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2025.

  6. Directors Continuing in Office

    | Name | Position and Office Held with Aura Biosciences, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | | Teresa Marie Bitetti | Director | 2025 | Class II—2026 | 62 | | David Johnson | Chairman of the Board of Directors and Director | 2021 | Class II—2026 | 60 | | Karan Takhar | Director | 2021 | Class II—2026 | 33 | | Antony Mattessich | Director | 2021 | Class III—2027 | 58 | | Sapna Srivastava, Ph.D. | Director | 2021 | Class III—2027 | 54 |

  7. Class II Directors (Terms Expire at 2026 Annual Meeting)

    Class II Directors (Terms Expire at 2026 Annual Meeting) Teresa Marie Bitetti has served as a member of our Board of Directors since March 2025. Since April 2019, Ms. Bitetti has served as President of the Global Oncology Business Unit and a member of the Executive Team at Takeda Pharmaceutical Company Limited, where she oversees a global portfolio of therapies targeting gastrointestinal, thoracic, and hematological cancers. In this role, Ms. Bitetti leads all aspects of Takeda’s multi-billion-dollar oncology business, with major markets in the U.S., Europe, and Japan. Before joining Takeda, Ms. Bitetti was Senior Vice President and Head of Worldwide Oncology Commercialization at Bristol Myers Squibb, or BMS, from 2017 to 2019. Her experience at BMS, since joining the company in 1996, also included leadership roles in infectious diseases and neuroscience. While at BMS, she served as Senior Vice President and Head of U.S. Oncology, President and General Manager of BMS Canada, and Worldwide Head of BMS Virology. Prior to BMS, Ms. Bitetti was part of the Capital Markets Group at Mobil Oil Corporation, overseeing the investment of Mobil’s worldwide pension assets. In addition to her role at Takeda, Ms. Bitetti serves on the board of directors for Osmol Therapeutics, Inc., which is focused on developing a treatment to prevent chemotherapy-induced peripheral neuropathy. Ms. Bitetti earned her MBA from the Darden School of Business at the University of Virginia and her bachelor’s degree from Wellesley College. We believe Ms. Bitetti’s extensive operational and commercial experience will be instrumental as we advance our clinical pipeline across ocular and urologic oncology and provides her with the appropriate set of skills to serve as a member of our Board of Directors. David (Dave) Johnson has served as a member of our Board of Directors since January 2021. He has 25 years of experience in the biopharmaceutical space. Since July 2021, he has been founder and chief executive officer of Solve Therapeutics, Inc., a venture-backed start-up focused on developing next-generation monoclonal antibody (mAb)-based oncology therapeutics. Prior to Solve Therapeutics, Inc., Mr. Johnson was chief executive officer of VelosBio Inc., which he founded in December 2017 based upon technology licensed from Tom Kipps of University of California, San Diego, built out as a fully functioning preclinical through clinical development organization, and led through an acquisition by Merck & Co. in December 2020 for $2.75B. VelosBio Inc. was an oncology-focused, biopharmaceutical company advancing novel ROR1-directed ADCs and bispecific antibodies, or BiAbs. VLS-101 Phase 1 clinical proof of concept data was presented at the American Society of Hematology Meeting in the fourth quarter of 2020 and published in manuscript form in 2021. Before VelosBio Inc., Mr. Johnson was with Acerta Pharma, LLC, an oncology-focused pharmaceutical company focused on covalent small-molecule technology where he rose to chief executive officer. While with Acerta Pharma, LLC, he built out all facets of the corporation, including accelerating the growth of acalabrutinib to rapidly move from early- to late-stage clinical development and launching four global registration directed trials, including an accelerated approval study which ultimately delivered acalabrutinib’s first regulatory approval. His tenure culminated in the execution of a strategic transaction with AstraZeneca valued at $7B. Mr. Johnson is chairman of the board of Zentalis Pharmaceuticals, Inc. (Nasdaq: ZNTL), which is focused on the creation of differentiated small molecules targeting fundamental biological pathways of cancer. From April 2021 until its acquisition by Blueprint Medicine Corporation in December 2021, Mr. Johnson served as chairman of Lengo Therapeutics. Since November 2021, Mr. Johnson has also been a board member of Palleon Pharmaceuticals, Inc., a biopharmaceutical company focused on novel IO therapeutics targeting the immunosuppressive cell surface sialoglycan system associated with cancer cells. Prior to his Chief Executive Officer and board roles, Mr. Johnson held various biopharmaceutical roles of increasing responsibility with Calistoga Pharmaceuticals (acquired by Gilead Sciences), Gloucester Pharmaceuticals (acquired by Celgene), Millennium (acquired by Takeda), Immunex (acquired by Amgen), and Hoffman La-Roche making contributions to many drugs garnering regulatory approval. He has raised $750m+ in biopharma capital and delivered transactions valued at over $10B. Mr. Johnson is a coauthor on numerous publications including four New England Journal of Medicine manuscripts. He has a bachelor’s degree from Indiana University. We believe that Mr. Johnson’s experience as a pharmaceutical business leader provides him with the appropriate set of skills to serve as a member of our Board of Directors. Karan Takhar has served as a member of our Board of Directors since March 2021. Since 2013, Mr. Takhar has held roles of increasing responsibility at Matrix Capital Management, L.P., an investment fund focused on technology and life sciences. He currently serves as a senior managing director and the head of Life Sciences Investing, a position he has held since February 2021. He previously served as a managing director from January 2017 to January 2021 and as a Vice President from January 2016 to December 2016. Mr. Takhar has served as a member of the board of directors of Zentalis (Nasdaq: ZNTL) since December 2017. Mr. Takhar received a B.S. in Economics and Mathematics from the Massachusetts Institute of Technology. We believe Mr. Takhar’s experience investing in life sciences companies provides him with the appropriate set of skills to serve as a member of our Board of Directors.

  8. Class III Directors (Terms Expire at 2027 Annual Meeting)

    Class III Directors (Terms Expire at 2027 Annual Meeting) Antony Mattessich has served as a member of our Board of Directors since September 2021. Mr. Mattessich is currently the chief executive officer and a member of the board of directors of Amphista Therapeutics Limited, a position he has held since September 2024. Previously, Mr. Mattessich was the chief executive officer and a member of the board of directors of Ocular Therapeutix, Inc. (Nasdaq: OCUL) from August 2017 to September 2024, where he launched the company’s lead asset and brought its potential blockbuster in Wet Age-Related Macular Degeneration from pre-clinical development into active enrollment in Phase 3. Prior to Ocular Therapeutix, Inc., beginning in 2009, he served in roles of increasing responsibility at Mundipharma International, including serving as managing director from May 2011 to August 2017. Prior to Mundipharma International, Mr. Mattessich ran the U.S. respiratory, dermatology and pediatrics group at Novartis AG (NYSE: NVS and NOVN), or Novartis. Before Novartis, Mr. Mattessich held several positions at Bristol-Myers Squibb, among them, managing director roles in Malaysia/Singapore and The Netherlands and head of operations for the International Medicines Group. Mr. Mattessich holds a Masters in International Affairs from Columbia University and a B.A. from the University of California at Berkeley. We believe Mr. Mattessich’s leadership experience in biotech and pharmaceuticals provides him with the appropriate set of skills to serve as a member of our Board of Directors. Sapna Srivastava, Ph.D., has served as a member of our Board of Directors since May 2021. Dr. Srivastava most recently served as the interim chief financial officer at eGenesis, Inc., or eGenesis, a position she held from March 2021 until October 2021. Prior to eGenesis, she held similar roles as the chief financial and strategy officer at Abide Therapeutics, Inc. (acquired by Lundbeck) from September 2017 to January 2019 and at Intellia Therapeutics, Inc., or Intellia, from April 2015 to December 2016. In these positions, she has played a key role in equity financings including a successful initial public offering, strategic alliances, mergers and acquisitions and shaping the strategic direction of the companies. Before Intellia, Dr. Srivastava spent more than a decade as a senior biotechnology analyst for Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and ThinkEquity Partners. She previously served on the board of directors of VelosBio Inc., Talaris Therapeutics, Inc. (formerly Nasdaq: TALS) and SQZ Biotechnologies Company (formerly Nasdaq: SQZ; OTC: SQZB) and currently serves on the public company boards of directors of Tourmaline Bio, Inc. (Nasdaq: TRML), Nuvalent, Inc. (Nasdaq: NUVL), Alumis, Inc. (Nasdaq: ALMS), and Innoviva, Inc. (Nasdaq: INVA). Dr. Srivastava holds a Ph.D. in Neuroscience from the New York University School of Medicine and a B.S. in Microbiology from St. Xavier’s College at the University of Mumbai. We believe Dr. Srivastava’s experience as an executive officer in the biopharmaceutical industry and investment banking provides her with the appropriate set of skills to serve as a member of our Board of Directors. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. 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 any of our subsidiaries or in which any such person has a material interest adverse to us. PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AURA BIOSCIENCES, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025 Aura’s stockholders are being asked to ratify the appointment by the Audit Committee of Ernst & Young LLP as Aura’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Ernst & Young LLP has served as Aura’s independent registered public accounting firm since 2016. The Audit Committee is solely responsible for selecting Aura’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Stockholder approval is not required to appoint Ernst & Young LLP as Aura’s independent registered public accounting firm. However, the Board of Directors believes that submitting the appointment of Ernst & Young LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain Ernst & Young LLP. If the selection of Ernst & Young LLP is ratified, the Audit Committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Aura and its stockholders. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders. Aura incurred the following fees from Ernst & Young LLP for the audit of the financial statements and for other services provided during the years ended December 31, 2024 and 2023.

  9. Class III Directors (Terms Expire at 2027 Annual Meeting)

    | | 2024 | 2023 | | Audit fees (1) | $714,113 | $757,370 | | Tax fees (2) | $180,142 | $30,000 | | Total fees | $894,255 | $787,370 |

  10. Class III Directors (Terms Expire at 2027 Annual Meeting)

    (1) Audit fees consist of fees and expenses billed for the audit of our annual consolidated financial statements, the review of our interim financial statements included in our Quarterly Reports on Form 10-Q and services in connection with our securities offerings, including registration statements, responding to SEC comment letters, comfort letters and consents. (2) Tax fees consist of fees billed for tax compliance, tax advice and tax planning services, including the review and preparation of federal and state income tax returns. During our 2024 and 2023 fiscal years, no services other than those discussed above were provided by Ernst & Young LLP.

  11. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our Board of Directors and received compensation for such service during fiscal year 2024. Directors who also serve as employees received no additional compensation for their service as directors. During fiscal year 2024, Elisabet de los Pinos, Ph.D., our Chief Executive Officer, was a member of our Board of Directors, as well as an employee, and received no additional compensation for her services as a director. See the section titled “2024 Summary Compensation Table” for more information about her compensation in fiscal year 2024.

  12. 2024 Director Compensation Table

    2024 Director Compensation Table

  13. 2024 Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($) (1)(2) | OPTION AWARDS ($) (1)(2) | TOTAL ($) | | David Johnson | $84,000 | $72,765 | $74,616 | $231,381 | | Giovanni Mariggi, Ph.D. (3) | — | — | — | — | | Antony Mattessich | $55,500 | $72,765 | $74,616 | $202,881 | | Rajesh Parekh, Ph.D.(4) | $18,910 | — | — | $18,910 | | Sapna Srivastava, Ph.D. | $55,000 | $72,765 | $74,616 | $202,381 | | Karan Takhar (5) | — | — | — | — |

  14. 2024 Director Compensation Table

    (1) Amounts represent the aggregate grant date fair value of restricted stock unit and option awards granted to our directors during our fiscal year ended December 31, 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 24, 2025. This amount does not correspond to the actual value that may be recognized by the director upon settlement or exercise of the applicable award or sale of the underlying shares of stock. Except as noted below, none of our directors held options to purchase our common stock or any other stock awards as of December 31, 2024. (2) The table below reflects the aggregate number of outstanding stock options and unvested restricted stock units held by our non-employee directors as of December 31, 2024:

  15. 2024 Director Compensation Table

    | NAME | AGGREGATE NUMBER OF UNVESTED RESTRICTED STOCK UNITS HELD AS OF DECEMBER 31, 2024 (#) | AGGREGATE NUMBER OF SHARES SUBJECT TO STOCK OPTIONS HELD AS OF DECEMBER 31, 2024 (#) | | David Johnson | 10,500 | 391,667 | | Giovanni Mariggi, Ph.D. | — | — | | Antony Mattessich | 10,500 | 116,149 | | Rajesh Parekh, Ph.D. | — | — | | Sapna Srivastava, Ph.D. | 10,500 | 116,149 | | Karan Takhar | — | — |

  16. 2024 Director Compensation Table

    (3) Dr. Mariggi has waived all cash and equity compensation for which he would otherwise be eligible as a non-employee director. (4) These cash fees were paid directly to a fund affiliated with Dr. Parekh’s employer, Advent Life Sciences, for Dr. Parekh’s service on the Board of Directors for the portion of 2024 before his resignation, which was effective on the date of the Company’s 2024 annual meeting of stockholders. Mr. Takhar has waived all cash and equity compensation that he would otherwise be eligible to receive for his service as a non-employee director.

  17. Amended and Restated Non-Employee Director Compensation Policy

    Amended and Restated Non-Employee Director Compensation Policy Our non-employee directors are compensated pursuant to a formal policy pursuant to which we pay our non-employee directors a cash retainer for service on our Board of Directors and for service on each committee on which the director is a member. The Chair of each committee receives a higher retainer for such service. In June 2024, the Board of Directors, based in part on the recommendation of the Compensation Committee, approved an amendment and restatement of the non-employee director compensation policy to make certain adjustments to the initial and annual equity awards granted to non-employee directors. The fees paid to non-employee directors for service on our Board of Directors and for service on each committee of our Board of Directors on which the director is a member are as follows:

  18. Amended and Restated Non-Employee Director Compensation Policy

    | Board of Directors: | | | Members | $40,000 | | Annual retainer for non-executive chair | $30,000 | | Audit Committee: | | | Members (other than chair) | $7,500 | | Retainer for chair | $15,000 | | Compensation Committee: | | | Members (other than chair) | $5,000 | | Retainer for chair | $10,000 | | Nominating and Corporate Governance Committee: | | | Members (other than chair) | $4,000 | | Retainer for chair | $8,000 |

  19. Amended and Restated Non-Employee Director Compensation Policy

    In addition, the amended and restated non-employee director compensation policy provides that, upon initial election to our Board of Directors, each non-employee director will receive an initial, one-time stock option award to purchase 29,000 shares, or the Initial Option Award, and an initial, one-time restricted stock unit award covering 21,000 shares of our common stock, or the Initial RSU Award, and together with the Initial Option Award, the Initial Award. The Initial Award will vest in three equal annual installments, and is generally subject to the non-employee director’s continued service through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting (other than a non-employee director who received the Initial Award) will be granted an annual stock option award to purchase 14,500 shares, or the Annual Option Award, and an annual restricted stock unit award covering 10,500 shares of our common stock, or the Annual RSU Award, and together with the Annual Option Award, the Annual Award. The Annual Award will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, and is generally subject to the non-employee director’s continued service through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of our Company. We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board of Directors or any committee thereof.

  20. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.

  21. 2024 Summary Compensation Table

    | | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Elisabet de los Pinos, Ph.D. President, Chief Executive Officer and Director | 2024 | 620,657 | — | 1,266,005 | 1,390,125 | 307,225 | 20,327 | 3,604,339 | | | 2023 | 585,525 | — | 1,240,688 | 1,400,963 | 289,835 | 19,800 | 3,536,811 | | J. Jill Hopkins, M.D. Chief Medical Officer and President of Research and Development | 2024 | 525,000 | — | 221,562 | 243,264 | 236,250 | — | 1,226,076 | | | 2023 | 109,375 | 200,000(4) | 1,210,950 | 1,365,820 | 49,536 | — | 2,935,681 | | Conor Kilroy Chief Legal Officer and Secretary | 2024 | 330,000 | — | 710,400 | 810,518 | 158,400 | 12,872 | 2,022,190 | | Julie B. Feder Former Chief Financial Officer | 2024 | 381,334 | — | 553,884 | 608,174 | — | 455,003(5) | 1,998,395 | | | 2023 | 437,825 | — | 496,275 | 560,385 | 166,374 | — | 1,660,859 |

  22. 2024 Summary Compensation Table

    (1) Amounts represent the aggregate grant date fair value of the restricted stock unit and option awards granted to our named executive officers during the fiscal year ended December 31, 2024, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 9 to our consolidated financial statements included in our Annual Report for the fiscal year ended December 31, 2024, filed with the SEC on March 24, 2025. This amount does not correspond to the actual value that may be recognized by the named executive officer upon settlement or exercise of the applicable award or sale of the underlying shares of stock. Amounts for Mr. Kilroy represent initial equity grants he received in connection with his joining the Company on April 1, 2024. Amounts for Dr. Hopkins for 2023 represent initial equity grants she received in connection with her joining the Company on October 16, 2023. (2) Amounts represent the annual bonuses paid with respect to achievement of our Company performance objectives for 2024 and 2023. Amount for Dr. Hopkins for 2023 was prorated in connection with her joining the Company on October 16, 2023. Ms. Feder departed the Company effective October 25, 2024, and, accordingly, was not eligible to receive a bonus for 2024 performance. (3) Except for Ms. Feder, the amounts reported represent matching contributions made by us under our 401(k) plan. (4) Amount reported for 2023 represents a sign-on bonus received in connection with the commencement of Dr. Hopkins’ employment with the Company on October 16, 2023. Ms. Feder departed the Company effective October 25, 2024. Amount reported represents (i) $36,036 in accrued vacation and (ii) ten months’ of severance ($390,394) and ten months’ of benefits continuation ($28,572) paid or accrued in 2024 pursuant to a transition agreement as described below under “—Executive Employment Arrangements.”

  23. 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 named executive officers as of December 31, 2024:

  24. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | OPTION AWARDS (1) | | | | | STOCK AWARDS | | | NAME | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Elisabet de los Pinos, Ph.D. | 2/1/2024 | — | — | — | — | 162,935(3) | 1,339,326 | | | 2/1/2024 | — | 237,065(4) | 7.77 | 2/1/2034 | — | — | | | 1/19/2023 | — | — | — | — | 91,406(7) | 751,357 | | | 1/19/2023 | 89,843 | 97,657(8) | 10.18 | 1/19/2033 | — | — | | | 10/28/2021 | — | — | — | — | 18,589(9) | 152,802 | | | 10/28/2021 | 252,343 | 66,407(10) | 14.00 | 10/28/2031 | — | — | | | 6/28/2021 | 542,885 | 77,552(11) | 5.48 | 6/28/2031 | — | — | | | 3/16/2020 | 194,889 | —(12) | 4.25 | 3/16/2030 | — | — | | | 2/6/2019 | 63,548 | — | 3.16 | 2/6/2029 | — | — | | | 2/21/2018 | 336,171 | — | 2.74 | 2/21/2028 | — | — | | | 7/7/2017 | 14,598 | — | 5.21 | 7/7/2027 | — | — | | | 4/11/2016 | 14,598 | — | 5.48 | 4/11/2026 | — | — | | | 6/2/2015 | 10,948 | — | 5.07 | 6/2/2025 | — | — | | J. Jill Hopkins, M.D. | 2/1/2024 | — | — | — | — | 28,515(3) | 234,393 | | | 2/1/2024 | — | 41,485(4) | 7.77 | 2/1/2034 | — | — | | | 11/1/2023 | — | — | — | — | 101,250(7) | 832,275 | | | 11/1/2023 | 58,333 | 141,667(8) | 8.97 | 11/1/2033 | — | — | | Conor Kilroy | 4/2/2024 | — | — | — | — | 96,000(5) | 789,120 | | | 4/2/2024 | — | 144,000(6) | 7.40 | 4/2/2034 | — | — | | Julie B. Feder (13) | 1/19/2023 | 35,937 | —(8) | 10.18 | 3/31/2025 | — | — | | | 10/28/2021 | 89,062 | —(10) | 14.00 | 3/31/2025 | — | — | | | 6/28/2021 | 104,857 | —(11) | 5.48 | 3/31/2025 | — | — | | | 3/16/2020 | 32,360 | —(12) | 4.25 | 3/31/2025 | — | — | | | 2/6/2019 | 18,248 | — | 3.16 | 3/31/2025 | — | — | | | 10/3/2018 | 68,257 | — | 2.74 | 3/31/2025 | — | — |

  25. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1) Each of the outstanding equity awards in the table above granted prior to our initial public offering, or IPO, was granted pursuant to our Amended and Restated 2009 Stock Option and Restricted Stock Plan, or the 2009 Plan, or the 2018 Plan. Each of the outstanding equity awards in the table above granted following our IPO was granted pursuant to the 2021 Plan. (2) Amounts are equal to $8.22, the closing price of our common stock on December 31, 2024, the last trading day of 2024, times the number of unvested restricted stock units. (3) The restricted stock units vest in four equal annual installments following February 15, 2024. (4) 25% of the shares subject to this stock option vest on the first anniversary of February 1, 2024, with the remainder vesting thereafter in 36 equal monthly installments. (5) The restricted stock units vest in four equal annual installments following April 15, 2024. (6) 25% of the shares subject to this stock option vest on the first anniversary of April 1, 2024, with the remainder vesting thereafter in 36 equal monthly installments. (7) The restricted stock units vest in four equal annual installments following October 16, 2023. (8) 25% of the shares subject to this stock option vest on the first anniversary of October 16, 2023, with the remainder vesting thereafter in 36 equal monthly installments. (9) The restricted stock units vest in four equal annual installments following October 28, 2021. 25% of the shares subject to this stock option vest on the first anniversary of October 28, 2021, with the remainder vesting thereafter in 36 equal monthly installments. The shares vest in 48 equal monthly installments beginning on the one-month anniversary of the vesting commencement date of June 28, 2021. (12) The shares vest in 48 equal monthly installments beginning on the one-month anniversary of the vesting commencement date of February 6, 2020. (13) Ms. Feder departed the Company effective October 25, 2024. Pursuant to the Consulting Agreement, Ms. Feder continued to vest in all outstanding options and restricted stock units during a consulting period through December 31, 2024, as described above under “—Executive Employment Arrangements.” Upon the termination of her service pursuant to the Consulting Agreement on December 31, 2024, all then unvested options and restricted stock units were forfeited.