DEF 14A of Cullinan Therapeutics, Inc., Apr 25, 2025

DEF 14A of Cullinan Therapeutics, Inc.

Filed Apr 25, 2025 · FY20240000950170-25-058316

Open on EDGAR

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

    PROPOSAL NO. 1 – ELECTION OF CLASS II 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 Anne-Marie Martin, Ph.D. and David Meek, and their terms will expire at the annual meeting of stockholders to be held in 2027; • the Class II directors are Anthony Rosenberg, David P. Ryan, M.D. and Mary Thistle, and their terms will expire at the Annual Meeting; and • the Class III directors are Nadim Ahmed and Stephen Webster, and their terms will expire at the annual meeting of stockholders to be held in 2026. 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. 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) of the outstanding shares then entitled to vote in an 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 Anthony Rosenberg, David P. Ryan, M.D. and Mary Thistle for election as Class II directors at the Annual Meeting. Mr. Rosenberg, Dr. Ryan and Ms. Thistle are currently directors, and each has indicated a willingness to continue to serve as a director, if elected. Our nominating and corporate governance committee policies and procedures for determining director candidates (the “director guidelines”) consider factors such as a candidate’s character, judgment, skills, education, expertise and absence of conflicts of interest as well as the value of diversity. 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, their knowledge of our business and understanding of the competitive landscape in which we operate, and their adherence to high ethical standards. 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 Cullinan Therapeutics and our board of directors.

  2. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors The following biographical information concerning our director nominees is set forth as of April 25, 2025.

  3. Nominees for Election as Class II Directors

    | Name | Positions and Offices Held with the Company | Director Since | Age | | Anthony Rosenberg | Director | 2017 | 71 | | David P. Ryan, M.D. | Director | 2022 | 59 | | Mary Thistle | Director | 2024 | 65 |

  4. Nominees for Election as Class II Directors

    Anthony Rosenberg Mr. Rosenberg has served as a member of our board of directors since August 2017 and as the Chairperson of our board of directors since April 2020. Currently, Mr. Rosenberg serves as the Chief Executive Officer of TR Advisory Services GmbH, a consultancy firm advising on business development, licensing, and mergers and acquisitions. From April 2015 to April 2020, Mr. Rosenberg served as a Managing Director of MPM Capital LLC (“MPM”). From January 2012 to February 2015, Mr. Rosenberg served as Corporate Head of M&A and Licensing at Novartis AG (“Novartis”). Mr. Rosenberg currently serves on the board of directors of argenx SE, Nuclidium AG, and Oculis Holding AG. Previously, Mr. Rosenberg served on the board of directors of Radius Health, Inc. Mr. Rosenberg holds a B.Sc. from the University of Leicester and a M.Sc. Physiology from the University of London. We believe Mr. Rosenberg is qualified to serve as a member of our board of directors due to his extensive tenure in biotech operations and strategic management. David P. Ryan, M.D. Dr. Ryan has served as a member of our board of directors since November 2022. In April 2025, Dr. Ryan became the first President of the Mass General Brigham Cancer Institute. From 2012 to 2025, Dr. Ryan served as Clinical Director and Chief of the Division of Hematology-Oncology at the Massachusetts General Hospital (“MGH”) Cancer Center. He has held increasing roles of responsibility at MGH since 1998, specializing in the research and treatment of patients with cancer. Additionally, Dr. Ryan is currently the Shelby Memorial Professor of Medicine in the Field of Cancer Therapeutics at Harvard Medical School and serves on the board of the College of the Holy Cross. Dr. Ryan is also a member of the American Society for Clinical Oncology and serves as an advisor to both MPM and BioImpact Capital LLC, an affiliate manager of MPM. Dr. Ryan holds an M.D. from Columbia College of Physicians and Surgeons and a B.A. from the College of the Holy Cross. We believe Dr. Ryan is qualified to serve as a member of our board of directors due to his extensive experience in oncology clinical research. Mary Thistle Ms. Thistle has served as a member of our board of directors since August 2024. Ms. Thistle previously served as Special Advisor to the Bill & Melinda Gates Medical Research Institute ("Gates MRI"), a non-profit biotech organization, from the fall of 2020 to June 2022, and previously served as the organization’s Chief of Staff from January 2018 to the fall of 2020. Prior to Gates MRI, she held senior leadership positions at Dimension Therapeutics, Inc. (“Dimension Therapeutics”), a gene therapy company, including Chief Operating Officer from 2016 to 2017 and Chief Business Officer from 2015 to 2016. Prior to joining Dimension Therapeutics, Ms. Thistle held various leadership positions at Cubist Pharmaceuticals, Inc. (“Cubist Pharmaceuticals”), a biopharmaceutical company, including Senior Vice President, Business Development from 2014 to 2015, Vice President, Business Development from 2012 to 2013 and Senior Director, Business Development from 2009 to 2012. Prior to Cubist Pharmaceuticals, she held various positions at ViaCell, Inc. and PerkinElmer Inc. Ms. Thistle has served on the board of directors of Q32 Bio Inc. (formerly known as Homology Medicines, Inc.) since March 2018, Entrada Therapeutics, Inc. since May 2021 and Vigil Neuroscience, Inc. since April 2022, as well as on the boards of multiple private companies. Ms. Thistle also previously served on the board of directors of Alaunos Therapeutics, Inc. (formerly known as Ziopharm Oncology, Inc.) from November 2020 to December 2023. Ms. Thistle holds a B.S. in Business and Accounting from the University of Massachusetts, Boston and is a former Certified Public Accountant. We believe Ms. Thistle is qualified to serve as a member of our board of directors due to her finance and business development background and industry experience. The nominees for Class II directors who receive the most FOR votes (also known as a plurality) will be elected. You may vote either FOR all the nominees, FOR any one of the nominees, WITHHOLD your vote from all the nominees or WITHHOLD your vote from any one of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors. If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee does not have authority to vote your unvoted shares held by the firm for the election of directors. As a result, any shares not voted by you will be treated as a “broker non-vote”. Such “broker non-votes” will have no effect on the results of this vote. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. 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. The proposal for the election of directors relates solely to the election of the Class II directors nominated by our board of directors. The board of directors recommends voting “FOR” the election of Anthony Rosenberg, David P. Ryan, M.D. and Mary Thistle as the Class II directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2028.

  5. Directors Continuing in Office

    Directors Continuing in Office The following biographical information concerning our continuing directors is set forth as of April 25, 2025.

  6. Directors Continuing in Office

    | Name | Position and Offices Held with the Company | Director Since | Class and Year in Which Term Will Expire | Age | | Anne-Marie Martin, Ph.D. | Director | 2022 | Class I – 2027 | 53 | | David Meek | Director | 2024 | Class I – 2027 | 61 | | Nadim Ahmed | President, Chief Executive Officer and Director | 2021 | Class III – 2026 | 57 | | Stephen Webster | Director | 2020 | Class III – 2026 | 64 |

  7. Class I Directors (Term Expires at the 2027 Annual Meeting of Stockholders)

    Class I Directors (Term Expires at the 2027 Annual Meeting of Stockholders) Anne-Marie Martin, Ph.D. Dr. Martin has served as a member of our board of directors since March 2022. Dr. Martin currently serves as Senior Vice President, Global Head of Precision Medicine at GlaxoSmithKline plc (“GlaxoSmithKline”) and has held this position since February 2024. Previously, she was Senior Vice President, Global Head of the Experimental Medicine Unit at GlaxoSmithKline since August 2020. Prior to that, she served as Senior Vice President, Global Head of Precision Medicine at Novartis from February 2016 to July 2020. Prior to her position at Novartis, she was Vice President, Head of Biomarker Research & Diagnostic Development at Adaptimmune Therapeutics plc (“Adaptimmune”), from May 2015 to February 2016. Prior to Adaptimmune, Dr. Martin held various roles of increasing responsibility at GlaxoSmithKline between March 2005 and April 2015. Additionally, she served as a board observer for Freenome Holdings, Inc., a private biotechnology company, from August 2019 to July 2020. Dr. Martin holds a B.S. in biomedical sciences from Sheffield Hallam University and a Ph.D. in Immunogenetics from MCP-Hahnemann University. We believe Dr. Martin is qualified to serve on our board of directors due to her extensive experience in the biotechnology and pharmaceutical sectors. David Meek Mr. Meek has served as a member of our board of directors since May 2024. Mr. Meek served as Chief Executive Officer and as a member of the board of directors of Mirati Therapeutics, Inc., a commercial-stage oncology biotech company, from September 2021 to August 2023. He previously served as the Chief Executive Officer and board member of FerGene, Inc., a private biotechnology company, from January 2020 to March 2021. From July 2016 to January 2020, Mr. Meek served as Chief Executive Officer and board member of Ipsen S.A. (“Ipsen”), a public global biopharmaceutical company based in France. Prior to joining Ipsen, Mr. Meek held executive leadership roles including serving as Executive Vice President and President of Oncology at Baxalta Incorporated from 2014 to 2016 leading up to the acquisition by Shire plc, and serving as Chief Commercial Officer of Endocyte, Inc. from 2012 to 2014. He also served in executive leadership roles at Novartis Pharmaceuticals Corporation and Novartis Oncology from 2005 to 2012, after beginning his career at Johnson & Johnson, Inc. and Janssen Pharmaceuticals, Inc. from 1989 to 2004. Mr. Meek currently serves as chair of the board of directors for Swedish Orphan Biovitrum AB (“Sobi”) and also currently serves on the board of directors of uniQure N.V. From 2016 to 2020, Mr. Meek served on the boards of Pharmaceutical Research & Manufacturers of America and European Federation of Pharmaceutical Industries & Associations. He also previously served on the board of directors of Fusion Pharmaceuticals Inc. from October 2023 to June 2024, when it was acquired by AstraZeneca plc and on the board of directors of Entasis Therapeutics Inc. from June 2019 to July 2022, when it was acquired by Innoviva, Inc. Mr. Meek holds a B.A. from the University of Cincinnati. We believe Mr. Meek is qualified to serve on our board of directors due to his extensive experience in the biotechnology and pharmaceutical industries.

  8. Class III Directors (Term Expires at the 2026 Annual Meeting of Stockholders)

    Class III Directors (Term Expires at the 2026 Annual Meeting of Stockholders) Nadim Ahmed Mr. Ahmed has served as our President and Chief Executive Officer and member of our board of directors since October 2021. Before joining the Company, Mr. Ahmed served as President, Hematology at Bristol Myers Squibb (“BMS”), from November 2019 through January 2021. Prior to this, he served in various roles of increasing responsibility at Celgene Corporation (“Celgene”) from March 2010 to November 2019, most recently as the President, Global Hematology & Oncology. Prior to his tenure at Celgene, Mr. Ahmed served in various roles of increasing responsibility at GlaxoSmithKline from June 1998 through March 2010, most recently as the Senior Marketing Director, Hematologic Oncology Franchise. Mr. Ahmed holds a Master of Science degree from Loughborough University and a B.S. degree from University College London. We believe Mr. Ahmed is qualified to serve as a member of our board of directors due to his extensive leadership experience in the biopharmaceutical industry. Stephen Webster Mr. Webster has served as a member of our board of directors since September 2020. Mr. Webster served as the Chief Financial Officer of Spark Therapeutics, Inc., a gene therapy company, from July 2014 until its acquisition by Roche Holding AG for $4.8 billion in December 2019. He was previously Senior Vice President and Chief Financial Officer of Optimer Pharmaceuticals Inc. from July 2012 until its acquisition by Cubist Pharmaceuticals Inc. in October 2013. Mr. Webster currently serves on the board of directors of NextCure, Inc. He also serves on the board of directors of a private company. He previously served on the board of directors of Nabriva Therapeutics AG, Gritstone bio, Inc., and TCR2 Therapeutics Inc. Mr. Webster holds an A.B. in Economics from Dartmouth College and an M.B.A. in Finance from The Wharton School of the University of Pennsylvania. We believe Mr. Webster is qualified to serve as a member of our board of directors due to his extensive experience in the biopharmaceutical industry, including his prior experience as a chief financial officer and in other management positions. 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 in this proxy statement, 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 or our subsidiaries.

  9. Director Compensation

    Director Compensation

  10. 2024 Director Compensation Table

    2024 Director Compensation Table The table below shows all compensation earned by or paid to our non-employee directors during 2024. Nadim Ahmed, our Chief Executive Officer, does not receive any compensation for his services as a director and, consequently, is not included in this table. The compensation received by Mr. Ahmed during 2024 is set forth in the “Executive Compensation— 2024 Summary Compensation Table.”

  11. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Option Awards (2)(3) | Total | | Thomas Ebeling (1) | $28,750 | $— | $28,750 | | Anne-Marie Martin, Ph.D. | $—(4) | $164,864 | $164,864 | | David Meek (5) | $29,688 | $274,788 | $304,476 | | Anthony Rosenberg | $93,549 | $164,864 | $258,413 | | David P. Ryan, M.D. | $45,000 | $164,864 | $209,864 | | Mary Thistle (6) | $17,727 | $274,819 | $292,546 | | Stephen Webster | $65,000 | $164,864 | $229,864 |

  12. 2024 Director Compensation Table

    (1) Mr. Ebeling resigned from our board of directors effective at the end of his term on June 26, 2024. His fees were pro-rated to reflect the number of days he served as a member of the board and committees in 2024. (2) Amounts represent the aggregate grant date fair value of options to purchase shares of our common stock granted to our non-employee directors in 2024, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used to value the options for this purpose are set forth in Note 8 to our consolidated financial statements included in our 2024 Annual Report. (3) As of December 31, 2024, the aggregate number of shares of our common stock subject to outstanding option awards held by our non-employee directors was as follows: Mr. Ebeling, 0 shares; Dr. Martin, 71,136 shares; Mr. Meek, 15,618 shares; Mr. Rosenberg, 266,415 shares; Dr. Ryan, 41,956 shares; Ms. Thistle, 25,743 shares; and Mr. Webster, 83,820 shares. (4) Dr. Martin does not receive cash retainer fees due to her agreement with the Company. Mr. Meek was appointed to our board of directors effective May 15, 2024. His fees were pro-rated to reflect the number of days he served as a member of the board in 2024. Ms. Thistle was appointed to our board of directors effective August 8, 2024. Her fees were pro-rated to reflect the number of days she served as a member of the board in 2024.

  13. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Under our non-employee director compensation policy, which was updated in February 2025 as described below, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairperson of our board of directors receives an additional annual retainer for such service. The fees are designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. The schedule of non-employee director cash retainers in effect as of December 31, 2024 is set forth below.

  14. Non-Employee Director Compensation Policy

    | | Annual Retainer | | Board of Directors: | | | Members | $40,000 | | Additional retainer for non-executive chairperson | $33,000 | | Audit Committee: | | | Members (other than chairperson) | $7,500 | | Chairperson | $15,000 | | Compensation Committee: | | | Members (other than chairperson) | $5,000 | | Chairperson | $10,000 | | Nominating and Corporate Governance Committee: | | | Members (other than chairperson) | $5,000 | | Chairperson | $10,000 |

  15. Non-Employee Director Compensation Policy

    In addition, our non-employee director compensation policy provides that, upon initial election to our board of directors, each non-employee director will be granted an option to purchase shares of our common stock with a grant date fair value of $275,000 (the "Initial Grant"). The Initial Grant vests in equal installments on the first, second and third anniversaries of the grant date, subject to continued service as a director 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 will be granted an option to purchase shares of our common stock with a grant date fair value of $165,000 (the "Annual Grant"). The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. Directors are not entitled to the Annual Grant until they have been on the board for a full year. Initial Grants and Annual Grants vest in full upon the sale of the Company. We reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the board of directors and committees. Under the non-employee director compensation policy, the aggregate amount of compensation, including both equity compensation and cash compensation, paid to a non-employee director in any year for service as a director may not exceed $500,000 ($750,000 for the year in which the non-employee director is initially elected or appointed to our board of directors). In February 2025, following consultation with Compensia and a review of non-employee director compensation programs at companies in our peer group, our Compensation Committee recommended, and our Board of Directors approved, an update to our non-employee director equity retainer compensation policy, which increased the initial grant date fair value of an option to purchase shares of our common stock from $275,000 to $359,000, and also increased the annual grant date fair value of an option to purchase shares of our common stock from $165,000 to $215,000. Furthermore, our Compensation Committee recommended, and our Board of Directors approved, an update to increase our non-employee director annual cash retainers as set forth below.

  16. Non-Employee Director Compensation Policy

    | | Annual Retainer | | Board of Directors: | | | Additional retainer for non-executive chairperson | $35,000 | | Audit Committee: | | | Members (other than chairperson) | $10,000 | | Chairperson | $20,000 | | Compensation Committee: | | | Members (other than chairperson) | $6,000 | | Chairperson | $12,000 |

  17. Non-Employee Director Compensation Policy

    Our Compensation Committee and Board of Directors believe that these increases more closely align our non-employee director compensation program with the market and will help us attract and retain talented individuals to serve on our Board of Directors. The increases in equity and annual cash retainers for non-employee directors were effective February 2025.

  18. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents total compensation awarded to, earned by or paid to our named executive officers for services rendered to us in all capacities during the years listed below.

  19. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards (2) | Option Awards(2) | Nonequity Incentive Plan Compensation (3) | All Other Compensation | Total | | Nadim Ahmed(4) | 2024 | $674,856 | $— | $2,806,400 | $3,704,160 | $455,528 | $43,422(5) | $7,684,366 | | President and Chief Executive Officer | 2023 | $648,900 | $389,340 | $1,202,270 | $1,645,420 | $— | $122,276(5) | $4,008,206 | | Mary Kay Fenton(6) | 2024 | $333,808 | $— | $— | $3,598,260 | $174,581 | $35,764(7) | $4,142,413 | | Chief Financial Officer | | | | | | | | | | Jeffrey Jones, M.D. | 2024 | $511,888 | $— | $1,096,250 | $1,446,938 | $274,372 | $58,566(8) | $3,388,014 | | Chief Medical Officer | 2023 | $492,200 | $236,256 | $680,400 | $960,948 | $— | $51,865(8) | $2,421,669 | | Jeffrey Trigilio(9) | 2024 | $123,396 | $49,359 | $1,498,687 | $1,769,799 | $— | $561,193(10) | $4,002,434 | | Former Chief Financial Officer | 2023 | $474,600 | $404,811 | $532,980 | $748,739 | $— | $43,203(10) | $2,204,333 |

  20. 2024 Summary Compensation Table

    (1) The amounts reported for 2023 represent discretionary cash bonuses paid by the Company based on our named executive officers’ performance during such fiscal year. Additionally, for Mr. Trigilio, the amount reported for 2023 includes a cash retention bonus, as part of an initiative implemented broadly across the workforce, for his continued service as Chief Financial Officer from February 2023 through August 2023 in the amount of $180,800. The amount reported for Mr. Trigilio for 2024 reflects the pro-rated portion of his 2024 bonus that was paid in accordance with the terms of his severance agreement, as described below. (2) The amounts reported represent the aggregate grant date fair value of the stock option and restricted stock unit (“RSUs”) awards granted to the named executive officers during 2024 and 2023, respectively, computed in accordance with FASB ASC Topic 718, disregarding the effects of estimated forfeitures. For Mr. Trigilio, the amount reported for 2024 also includes the incremental fair value with respect to the modification to outstanding stock option and RSU awards held by him in connection with his termination of employment $612,249 and $621,687, respectively, computed in accordance with FASB ASC Topic 718. The assumptions used to value the stock option awards for this purpose are set forth in Note 8 to our consolidated financial statements included in our 2024 Annual Report. Service-based RSUs are valued based on the closing price of our common stock on the grant date. (3) Amounts shown for Ms. Fenton and Dr. Jones reflect the annual cash bonuses that were earned in the applicable year based on the achievement of corporate and individual performance goals, and, in the case of Mr. Ahmed, the amounts shown reflect the annual cash bonus that was earned in the applicable year based solely on the achievement of corporate performance goals. (4) Mr. Ahmed also serves as a member of our board of directors but does not receive any additional compensation for his service as a director. (5) The amount reported for Mr. Ahmed for 2024 includes commuting and related travel expenses of $24,546 and 401(k) matching contributions of $17,250. The amount reported for Mr. Ahmed for 2023 includes commuting and related travel expenses of $37,608, the use of a corporate apartment valued at $43,304, a housing allowance of $24,000, and 401(k) matching contributions of $16,500. (6) Ms. Fenton joined the Company as our chief financial officer on April 29, 2024. The amount reported for Ms. Fenton for 2024 includes commuting and related travel expenses of $17,980 and 401(k) matching contributions of $16,690. The amount reported for Dr. Jones for 2024 includes commuting and related travel expenses of $39,690 and 401(k) matching contributions of $17,250. The amount reported for Dr. Jones for 2023 includes commuting and related travel expenses of $34,501 and 401(k) matching contributions of $16,500. Mr. Trigilio’s employment with the Company terminated effective as of March 29, 2024. (10) The amount reported for Mr. Trigilio for 2024 includes commuting and related travel expenses of $3,442, severance payments of $493,584, consulting fees of $45,000, and 401(k) matching contributions of $17,250. The amount reported for Mr. Trigilio for 2023 includes commuting and related travel expenses of $25,839 and 401(k) matching contributions of $16,500.

  21. 2024 Outstanding Equity Awards at Fiscal Year End Table

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

  22. 2024 Outstanding Equity Awards at Fiscal Year End Table

    | | Option Awards | | | | Stock Awards | | | | | Name (8) | 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 that have not vested | Market value of shares or units that have not vested(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(1) | | Nadim Ahmed | 2,145,416 | 564,584(2) | $21.12 | 10/17/2031 | — | — | — | — | | | 96,708 | 114,292(2) | $11.03 | 2/22/2033 | — | — | — | — | | | 66,666 | 253,334(2) | $17.54 | 2/22/2034 | — | — | — | — | | | — | — | — | — | — | — | 53,750(4) | 654,675 | | | — | — | — | — | 59,042(5) | 719,132 | — | — | | | — | — | — | — | 160,000(6) | 1,948,800 | — | — | | Jeffrey Jones, M.D. | 152,291 | 62,709(3) | $14.34 | 2/28/2032 | — | — | — | — | | | 55,000 | 65,000(2) | $11.34 | 2/17/2033 | — | — | — | — | | | 26,041 | 98,959(2) | $17.54 | 2/22/2034 | — | — | — | — | | | — | — | — | — | 32,500(7) | 395,850 | — | — | | | — | — | — | — | 62,500(6) | 761,250 | | | | Mary Kay Fenton | — | 200,000(3) | $27.12 | 4/29/2034 | — | — | — | — |

  23. 2024 Outstanding Equity Awards at Fiscal Year End Table

    (1) Amounts reported are based on a price of $12.18 per share, which was the closing market price of our common stock as reported on the Nasdaq Global Select Market on the last trading day of the year, December 31, 2024. (2) Represents an option to purchase shares of our common stock, which vests in 48 monthly equal installments, generally subject to the named executive officer’s continued service through each vesting date. (3) Represents an option to purchase shares of our common stock, which vests as follows: 25% of the shares underlying the option vest on the first anniversary of the vesting commencement date and the remaining shares vest in 36 equal monthly installments thereafter, generally subject to the named executive officer’s continued service through each vesting date. (4) Represents shares of common stock underlying market-based RSUs granted on March 5, 2022, which vest three years from the grant date in an amount to be determined based on the price per share of our common stock at such time, assuming the Company achieves its corporate stock price metrics at the threshold achievement level. (5) Represents shares of common stock underlying service-based RSUs granted on February 22, 2023, which vest in 48 monthly equal installments, generally subject to the named executive officer’s continued service through each vesting date. (6) Reflects shares of common stock underlying service-based RSUs granted on February 22, 2024, which vest in four annual equal installments, generally subject to the named executive officer’s continued service through each vesting date. (7) Represents shares of common stock underlying service-based RSUs granted on February 17, 2023, which vest in 48 monthly equal installments, generally subject to the named executive officer’s continued service through each vesting date. (8) Mr. Trigilio did not hold any outstanding Company equity awards as of December 31, 2024.

  24. Pay Versus Performance

    Pay Versus Performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer ("PEO") and our other named executive officers ("Other NEOs"), as presented in the Summary Compensation Table ("SCT") on page 18, (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, or the Compensation Actually Paid ("CAP") amounts, (iii) certain financial performance measures, and (iv) the relationship of the CAP amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect the value actually realized by the named executive officers or how our compensation committee evaluates compensation decisions in light of company or individual performance.

  25. Pay Versus Performance

    | Year | Summary compensation table total for PEO (1) | Compensation actually paid to PEO (1)(2) | Average summary compensation table total for non-PEO named executive officers (1) | Average compensation actually paid to non-PEO named executive officers (1)(2) | Value of initial fixed $100 investment based on total shareholder return | Net income (loss) | | 2024 | $7,684,366 | $5,816,972 | $3,844,287 | $1,954,392 | $115.45 | $(167,575) | | 2023 | $4,008,206 | $(3,061,531) | $2,313,001 | $1,942,769 | $96.59 | $(155,101) |

  26. Pay Versus Performance

    (1) For 2024, our PEO was Nadim Ahmed and our Other NEOs were Mary Kay Fenton, Jeffrey Jones, M.D. and Jeffrey Trigilio. For 2023, our PEO was Nadim Ahmed and our Other NEOs were Jeffrey Jones, M.D. and Jeffrey Trigilio. (2) The following table describes the adjustments, each of which is prescribed by Item 402(v) of Regulation S-K, to calculate the CAP amounts from the SCT amounts. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned or received by or paid to our named executive officers during the applicable years but rather are amounts determined in accordance with Item 402(v) of Regulation S-K.

  27. Pay Versus Performance

    | | 2024 | | 2023 | | | Adjustments | PEO | Other NEOs* | PEO | Other NEOs* | | SCT Amounts | $7,684,366 | $3,844,287 | $4,008,206 | $2,313,001 | | (Subtract): Aggregate grant date fair value for stock awards and option awards included in SCT Amounts for the covered fiscal year | (6,510,560) | (3,136,645) | (2,847,690) | (1,461,534) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 3,733,386 | 882,586 | 2,013,180 | 1,001,049 | | Add (Subtract): Year-over-year change in fair value (from the end of the prior fiscal year) at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (2,140,637) | 75,253 | (6,032,765) | (87,092) | | Add: Fair value as of the vesting date for awards that are granted and vest in the same year | 710,120 | 205,934 | 521,952 | 262,824 | | Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | 2,340,297 | 312,302 | (724,414) | (85,479) | | (Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | — | (229,325) | — | — | | CAP Amounts (as calculated) | $5,816,972 | $1,954,392 | $(3,061,531) | $1,942,769 |

  28. Pay Versus Performance

    * Amounts presented are averages for the entire group of Other NEOs in each respective year.

  29. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance and therefore do not specifically align our performance measures with CAP for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Net Income (Loss) Because we are not a commercial-stage company, we did not have any revenue during the periods presented. Consequently, our Company has not historically looked to net income (loss) as a performance measure for our executive compensation program. Our net loss in 2024 was approximately $167.6 million, an increase of approximately $12.5 million, or 8.0%, from 2023. The CAP to our PEO was approximately $5.8 million for 2024, an increase of approximately $8.9 million, or 290.0%, from 2023. The average CAP to our Other NEOs was approximately $1.9 million for both 2024 and 2023. Compensation Actually Paid and Cumulative TSR As reflected in the table, our total shareholder return ("TSR") for 2024 increased while our TSR for 2023 declined. The CAP to our PEO and the CAP to our Other NEOs both increased in 2024.