DEF 14A of Monte Rosa Therapeutics, Inc., Apr 25, 2025

DEF 14A of Monte Rosa Therapeutics, Inc.

Filed Apr 25, 2025 · FY20240000950170-25-058686

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 nine 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 Christine Siu, Kimberly Blackwell and Jan Skvarka, and their terms will expire at the Annual Meeting; (2) the Class II directors are Andrew Schiff, Chandra Leo and Anthony Manning and their terms will expire at the annual meeting of stockholders to be held in 2026; and (3) the Class III directors are Markus Warmuth, Eric Hughes and Ali Behbahani, 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. Our certificate of incorporation and bylaws provide that the authorized number of directors may be fixed from time to time by resolution of the majority of our board of directors. Our certificate of incorporation 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 at 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 Christine Siu, Kimberly Blackwell, and Jan Skvarka for election as the Class I directors at the Annual Meeting. The nominees are presently directors, and each has indicated a willingness to continue to serve as a director, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. Our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, or the Director Guidelines, provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, judgment, skills, education, expertise and absence of conflicts of interest. 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. While our Director Guidelines do not specify assigned weights to particular criteria, our board of directors and nominating and corporate governance committee believe it is essential that members of our board of directors represent diverse viewpoints and that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our board to promote our strategic objectives and fulfill its responsibilities to our stockholders. 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 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 the Company and our board of directors.

  2. Nominees for Election as Class I Directors

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

  3. Nominees for Election as Class I Directors

    | Name | Positions and Offices Held with the Company | Director Since | Age | | Christine Siu | Director | 2020 | 48 | | Kimberly Blackwell, M.D. | Director | 2020 | 56 |

  4. Nominees for Election as Class I Directors

    | Jan Skvarka, Ph.D., MBA | Director | 2023 | 58 |

  5. Nominees for Election as Class I Directors

    Christine Siu, has been a member of our board of directors since December 2020. Ms. Siu has served as the Chief Executive Officer of ML Bio Solutions, an affiliate of BridgeBio Pharma Inc., a pharmaceutical company, since January 2022 and as Chief Executive Officer of Pancreative Sciences, a portfolio company of GondolaBio, LLC, a biopharma startup, since February 2025. She formerly served as the Chief Operating Officer in Residence of BridgeBio Pharma Inc., a pharmaceutical company, from January 2020 to January 2022 and as the Chief Financial Officer of Eidos Therapeutics, Inc., a biopharmaceutical company from December 2017 to December 2019 and previously as Chief Operating Officer of Eidos Therapeutics, Inc. from April 2016 to December 2017. Ms. Siu served as the Chief Business Officer of The Bluefield Project to Cure Frontotemporal Dementia from 2014 to 2017, and previously from 2012 to 2014 as Senior Director of Corporate Development at Global Blood Therapeutics, Inc., a biopharmaceutical company. Previously, she held positions at various private equity and venture capital firms, including Third Rock Ventures, LLC, Warburg Pincus LLC and Thomas, McNerney & Partners, LLC, where she invested in life sciences companies. Ms. Siu has served as a member of the board of directors of Bright Peak Therapeutics, Inc., a privately held biotechnology company, since June 2021. Ms. Siu received an M.B.A. from Harvard Business School and a B.S. with distinction in cellular molecular biology and economics from the University of Michigan. We believe Ms. Siu is qualified to serve as a member of our Board of Directors because of her experience serving in various commercial roles in the life sciences industry. Kimberly L. Blackwell, M.D., has been a member of our board of directors since July 2020. Dr. Blackwell served as Chief Executive Officer at Zentalis Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, from May 2022 to November 2024. Dr. Blackwell formerly served as Chief Medical Officer of Tempus Labs, Inc., a biotechnology company, from March 2020 to May 2022 and as Vice President of Early Phase Oncology and Immuno-oncology at Eli Lilly and Company, a global pharmaceutical company, from March 2018 to March 2020. From 2012 to 2018, Dr. Blackwell served as Director of the Women’s Cancer Program, Professor of Medicine, and Associate Director for Strategic Relations at the Duke Cancer Institute where she led the clinical development teams for promising early stage therapeutics. Dr. Blackwell serves as a member of the board of directors of Century Therapeutics, a biotechnology company, since June 2021. Dr. Blackwell formerly served as a member of the board of directors of Zentalis Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, from July 2020 to November 2024. Dr. Blackwell received an M.D. from the Mayo Clinic College of Medicine and Science and a B.A. in bioethics from Duke University. We believe Dr. Blackwell is qualified to serve as a member of our Board of Directors because of her scientific background and significant experience in clinical and research efforts, as well as her experience serving in various leadership roles in the life sciences industry. Jan Skvarka, Ph.D, MBA, has been a member of our board of directors since March 2023. Dr. Skvarka serves as the Executive Chairman of DEM BioPharma, Inc, a privately held immune-oncology company, since March 2022 and as a member of the board of directors of Zentalis Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, since September 2022. He previously served as the Executive Chairman of GentiBio, Inc., a privately held biotherapeutics company, from June 2022 to November 2022. From September 2019 to November 2021, Dr. Skvarka was the President and Chief Executive Officer and a member of the board of directors of Trillium Therapeutics, Inc., a publicly traded, clinical-stage immuno-oncology company, where he led a highly successful, 360-degree business transformation that produced a leading CD47 drug candidate, propelling Trillium from a $16 million market capitalization to a $2.3 billion acquisition by Pfizer Inc. in two years. From 2014 to January 2019, Dr. Skvarka served as the President and Chief Executive Officer of Tal Medical, a private clinical-stage neuromodulation company, where he developed and executed the company’s strategy, built an accomplished leadership team, and oversaw its clinical development program. He also held roles of increasing responsibility at Bain & Company, most recently as a Partner, and was a leading member of Bain Healthcare Practice, with a focus on life sciences. Dr. Skvarka received a BS in business administration and a PhD in economics from the University of Economics in Bratislava, Slovakia, and an MBA from Harvard Business School. We believe that Dr. Skvarka is qualified to serve as a member of our board of directors because of his extensive experience serving in various leadership roles in the life sciences industry.

  6. Directors Continuing in Office

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

  7. Directors Continuing in Office

    | Name | Position and Offices Held with Monte Rosa Therapeutics | Director Since | Class and Year in Which Term Will Expire | Age | | Andrew Schiff, M.D. | Director and Non-Executive Chair of the Board of Directors | 2020 | Class II – 2026 | 58 | | Chandra P. Leo | Director | 2020 | Class II – 2026 | 53 | | Anthony Manning, Ph.D. | Director | 2023 | Class II - 2026 | 63 | | Markus Warmuth, M.D. | Chief Executive Officer, President and Director | 2020 | Class III - 2027 | 54 | | Ali Behbahani, M.D. | Director | 2020 | Class III - 2027 | 48 | | Eric Hughes, M.D., Ph.D. | Director | 2024 | Class III - 2027 | 55 |

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

    Class II Directors (Term Expires at the 2026 Annual Meeting of Stockholders) Andrew Schiff, M.D. has been a member of our board of directors since September 2020 and as our chairman since June 2023. Dr. Schiff serves as a Managing Partner of Aisling Capital, a venture capital firm, that he has been affiliated with since 1999. Prior to joining Aisling Capital, Dr. Schiff practiced internal medicine at the New York Presbyterian Hospital, where he currently maintains his position as a Clinical Assistant Professor of Medicine. Dr. Schiff serves as a member of the board of directors of Aclaris Therapeutics, Inc., a pharmaceutical company, since 2017. Dr. Schiff received an M.D. from Cornell University Medical College, an M.B.A. from Columbia Business School, and a B.S. in neuroscience with honors from Brown University. We believe that Dr. Schiff is qualified to serve as a member and Chairman of our board of directors because of his experience as a venture capitalist, a professor in the field of medicine and a board member of numerous companies in the life sciences industry. Chandra P. Leo has been a member of our board of directors since September 2020. Dr. Leo has served as an Investment Advisor in the private equity team at HBM Partners AG, a Swiss healthcare investment company, since 2007. Between 1997 and 2007, Dr. Leo worked as a postdoctoral scientist at Stanford University, as a physician at the University Hospital Leipzig and as a principal at Wellington Partners, a venture capital firm. Dr. Leo currently serves as a director on the boards of Fore Biotherapeutics Inc., River 2 Renal Corp. and River 3 Renal Corp., all of which are biotechnology companies. Dr. Leo previously served as a member of the board of directors of Gynesonics Inc., a privately held medical device company, Galecto, Inc., a biotechnology company, and Longboard Pharmaceuticals, Inc., a biopharmaceutical company. He received an M.D. from the Freie Universität Berlin, an M.B.A from INSEAD and an M.A.S. in medicines development from the University of Basel. We believe that Dr. Leo is qualified to serve on our board of directors because of his extensive experience in the field of medicine and in private equity. Anthony Manning, Ph.D. has been a member of our board of directors since July 2023. Manning is a seasoned biochemist with a 30-year career in the pharmaceutical and biotechnology industry and currently is the Principal at Manning Bio Worldwide, LLC, assisting in the development of transformative medicines. He also serves as a Board Director for Palatin Technologies, a biopharmaceutical company, since September 2017, as Chairman of the Institute for Biomedical Entrepreneurship, and as a Scientific Advisor for several organizations since 2021, and a Board Director for Cyrus Biotechnology, a privately-held biotechnology company since August 2024. As the former Chief Scientific Officer at Momenta Pharmaceuticals, a biopharmaceutical company, from 2018 to March 2021, where he built a pipeline of first-in-class therapeutics, leading to the company’s acquisition by Johnson & Johnson for $6.5 billion in 2020. Earlier, he spearheaded research and drug discovery at Biogen Idec, a biopharmaceutical company, from 2007 to 2011, at Roche Pharmaceuticals, the pharmaceutical division of research healthcare company Roche Holding AG, from 2002 to 2007, and at Pharmacia Corp, a pharmaceutical company that merged with Pfizer in 2003, from 2000 to 2002. He has led the discovery and development of multiple therapeutics, contributing to the approval of two drugs for autoimmune diseases. We believe that Mr. Manning is qualified to serve on our board of directors because of his extensive experience in the pharmaceutical and biotechnology industry and experience serving in executive roles at companies in the life sciences industry.

  9. Class III Directors (Term Expires at the 2027 Annual Meeting of Stockholders)

    Class III Directors (Term Expires at the 2027 Annual Meeting of Stockholders) Markus Warmuth, M.D. has served as our President and Chief Executive Officer and a member of our board of directors since January 2020. Dr. Warmuth has also served as a Venture Partner at Versant Venture Management, LLC, a healthcare investment firm, from September 2019 to January 2024. From July 2018 to August 2019, he worked as an Entrepreneur-in-Residence for Third Rock Ventures, LLC, a venture capital firm. From October 2011 to May 2018, Dr. Warmuth was the Chief Executive Officer and, previously from August 2011 to October 2011, Chief Scientific Officer of H3 Biomedicine Inc., a drug development company. Dr. Warmuth has served as a member of the board of directors of IMV Inc., a clinical stage biopharmaceutical company, from November 2018 to September 2023, and Relay Therapeutics, a clinical stage precision medicine company, from July 2018 to August 2019. Dr. Warmuth has also previously served in multiple roles at the Novartis Institutes for Biomedical Research (NIBR) and the Genomics Institute of the Novartis Research Foundation (GNF), including as the Director of Kinase Biology, Head of Oncology Pharmacology. While at Novartis, he and his teams were involved in the development of Ceritinib and Ribociclib as well as the discovery of allosteric inhibitors of SHP2 and Abl, amongst others. He received an M.D. from Ludwig Maximilian University, Munich, Germany. We believe Dr. Warmuth is qualified to serve on our board of directors because of his scientific and medical background as well as his corporate leadership experience. Ali Behbahani, M.D., has been a member of our board of directors since April 2020. Dr. Behbahani joined New Enterprise Associates, Inc., a venture capital firm, in 2007 and is a Partner and Co-Head of Healthcare. Prior to joining New Enterprise Associates, Inc., Dr. Behbahani served as a consultant in business development at The Medicines Company, a pharmaceutical company, a Venture Associate at Morgan Stanley, a multinational investment bank and financial services company, and a Healthcare Investment Banking Analyst at Lehman Brothers, a global financial services firm, from 1998 to 2000. Dr. Behbahani serves as a member of the board of directors of Nkarta, Inc., a biotechnology company, since August 2015, Black Diamond Therapeutics, Inc., a biopharmaceutical company, since December 2018, Adaptimmune Therapeutics plc, a biopharmaceutical company, since September 2014, CRISPR Therapeutics AG, a biotechnology company, since March 2015, Korro Bio, Inc., a biotechnology company, since August 2019, and Arcellx, Inc., a biotechnology company, since February 2015. Dr. Behbahani formerly served as a member of the board of directors of CVRx, Inc., a medical device company, from July 2013 to September 2024, Nevro Corp., a global medical device company, from August 2014 to March 2019, Oyster Point Pharma, Inc., a biopharmaceutical company, from July 2017 to January 2023, Genocea Biosciences, Inc., a biopharmaceutical company, from February 2018 to May 2022, Minerva Surgical Inc., a biotechnology company, from May 2011 to January 2024, and Marker Therapeutics, Inc. until 2017. Dr. Behbahani received an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from the Wharton School of the University of Pennsylvania and a B.S. in biomedical engineering, electrical engineering and chemistry from Duke University. We believe that Dr. Behbahani is qualified to serve as a member of our board of directors because of his extensive corporate leadership experience and expertise in finance and investment management. Eric Hughes, M.D., Ph.D., has been a member of our board of directors since December 2024. Dr. Hughes serves as Executive Vice President, Global R&D and Chief Medical Officer at Teva Pharmaceuticals Industries Ltd., a role he has held since August 2022. Prior to joining Teva Pharmaceuticals, from 2021 to 2022, Dr. Hughes was Senior Vice President of Clinical Development and Translational Medicine at Vertex Pharmaceuticals. From 2015 to 2021, Dr. Hughes served as Global Development Unit Head for Immunology, Hepatology and Dermatology at Novartis, ultimately responsible for leading all clinical development activities and biostatistician talent across multiple therapeutic areas and for expanding development in China. Additionally, between 2020 and 2021, during the COVID-19 pandemic, Dr. Hughes also served as Co-Chair of the Therapeutics Clinical Working Group for the Accelerating COVID-19 Therapeutic Interventions and Vaccines public-private partnership at the National Institutes of Health. From 2010 to 2015, Dr. Hughes held several executive and senior positions at Bristol Myers-Squibb, including Head of Virology, Fibrotic Diseases, Genetically Defined Diseases, Autoimmunity, and Cardiology Discovery Medicine, Exploratory Clinical & Translational Research. Dr. Hughes received his MD and Ph.D. from Yale School of Medicine. We believe Dr. Hughes is qualified to serve as a member of our board of directors because of his scientific background and significant experience in clinical and translational research efforts.

  10. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. The board of directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate. Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors’ approval to fill a vacancy or as director nominees for election to the board of directors by our stockholders each year in the class of directors whose term expires at the relevant annual meeting.

  11. Director Compensation

    Director Compensation The table below shows all compensation earned by or paid to our non-employee directors during the year ended December 31, 2024, or fiscal year 2024. During fiscal year 2024, Markus Warmuth, M.D., our President and Chief Executive Officer, served as a member of our board of directors, as well as an employee, and received no additional compensation for his services as a member of our board of directors in 2024. Dr. Warmuth’s compensation for service as an employee during fiscal years 2023 and 2024 is set forth in the section of this Proxy Statement captioned “Executive Compensation — 2024 Summary Compensation Table.”

  12. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table

  13. Non-Employee Director Compensation Table

    | | Fees earned | Option | | | | or paid in | awards | | | Name | cash ($) | ($)(2)(3) | Total ($) | | Alexander Mayweg, Ph.D | 37,500 | — | 37,500 | | Ali Behbahani, M.D. | 48,750 | 69,016 | 117,766 | | Kimberly Blackwell, M.D. | 54,375 | 69,016 | 123,391 | | Chandra P. Leo, M.D.(1) | — | — | — | | Anthony Manning, Ph.D | 43,482 | 69,016 | 112,498 | | Andrew Schiff, M.D. | 95,815 | 69,016 | 164,831 | | Christine Siu | 55,000 | 69,016 | 124,016 | | Jan Skvarka, Ph.D, MBA | 42,422 | 69,016 | 111,438 | | Eric Hughes, M.D., Ph.D(4) | — | 281,355 | 281,355 |

  14. Non-Employee Director Compensation Table

    (1) Dr. Leo has declined cash compensation and option awards that he is eligible to receive for his service on the Board of Directors and the Audit Committee. (2) The amounts reflect the grant date fair value of stock options granted in 2024 in accordance with Financial Accounting Standards Board, or FASB Accounting Standards Codification, or ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 11 to the financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our non-employee directors upon the exercise of such options. Except as noted below, none of our directors held outstanding options to purchase our common stock or any unvested stock awards as of December 31, 2024:

  15. Non-Employee Director Compensation Table

    | | Aggregate Number of Shares Subject | | Name | to Stock Options | | Alexander Mayweg, Ph.D | 82,632 | | Ali Behbahani, M.D. | 104,732 | | Kimberly Blackwell, M.D. | 140,663 | | Chandra P. Leo, M.D. | — | | Anthony Manning, Ph.D | 63,100 | | Andrew Schiff, M.D. | 104,732 | | Christine Siu | 140,663 | | Jan Skvarka, Ph.D, MBA | 83,600 | | Eric Hughes, M.D., Ph.D | 44,200 |

  16. Non-Employee Director Compensation Table

    Dr. Hughes joined the board in December 2024. In connection with such appointment, he was granted an initial stock option grant for 44,200 shares that vest in 36 equal monthly installments following the grant date. 100% of the shares subject to the option will vest immediately upon his continued service to use through the consummation of a change in control.

  17. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our non-employee directors are compensated pursuant to a formal policy, which we most recently amended and restated in June 2024, pursuant to which 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 chairman of each committee receives a higher retainer for such service. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

  18. Non-Employee Director Compensation Policy

    | Annual Retainer for Board Membership | | | Annual service on the board of directors | $40,000 | | Additional compensation for service as non-executive chair of the board of directors | $30,000 | | Additional Annual Retainer for Committee Membership | | | Annual service as member of the Audit Committee or the Compensation Committee (other than chair) | $7,500 | | Annual service as chair of the Audit Committee or the Compensation Committee | $15,000 | | Annual service as member of the Nominating and Corporate Governance Committee (other than chair) | $4,000* | | Annual service as chair of the Nominating and Corporate Governance Committee | $8,000* |

  19. Non-Employee Director Compensation Policy

    *Committee established in June 2024 Non-employee directors are given the opportunity to elect to receive all or a portion of their cash retainer and committee fees in the form of an equity award of unrestricted shares having a grant date fair value equal to the amount (or portion of the amount) of such retainer and committee fees. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred by our non-employee directors in connection with attending our meetings of the board of directors and committees thereof. During 2024, pursuant to the terms of the non-employee director compensation policy then in effect, each new non-employee director elected to our board of directors was eligible to receive an option to purchase 44,200 shares of our common stock on the date of such director’s election or appointment to the board of directors, which would vest ratably in thirty-six (36) equal monthly installments following the grant date, subject to the director’s continued service on our board of directors through such vesting date and subject to 100% acceleration upon a change in control. In addition, on the date of our 2024 annual meeting of stockholders of our company, each continuing non-employee director was granted an option to purchase 22,100 shares of our common stock, which vests in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting, subject to the director’s continued service on our board of directors through such vesting date and subject to 100% acceleration upon a change in control. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Employee directors receive no additional compensation for their service as a director.

  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

    | | | | | Non-Equity | | | | | | | Option | Incentive Plan | All Other | | | | | Salary | Awards | Compensation | Compensation | Total | | Name and principal position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($) | | Markus Warmuth, M.D. | 2024 | 616,400 | 1,469,981 | 354,430 | — | 2,440,811 | | Chief Executive Officer | 2023 | 616,400 | 2,702,530 | 308,200 | — | 3,627,130 | | Filip Janku, M.D., Ph.D. | 2024 | 500,000 | 514,069 | 230,000 | 13,800 | 1,257,869 | | Chief Medical Officer | 2023 | 500,000 | 772,970 | 200,000 | 13,200 | 1,486,170 | | Phil Nickson, Ph.D. | 2024 | 473,611 | 582,827 | 217,390 | 13,800 | 1,287,628 | | Chief Business and Legal Officer | 2023 | 432,000 | 707,983 | 172,800 | 13,200 | 1,325,983 |

  22. 2024 Summary Compensation Table

    (1) Amounts reported represent the aggregate grant date fair value of the stock options award to the named executive officers during fiscal years 2024 and 2023, calculated in accordance with 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 the financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for the stock options and does not correspond to the actual economic value that may be received upon exercise of the stock option or any sale of any of the underlying shares of common stock. (2) The amounts reported represent bonuses paid under our Senior Executive Cash Incentive Bonus Plan based upon achievement of certain company and individual performance metrics. (3) Amounts reported represent the matching contributions to the Company's 401(k) plan.

  23. Outstanding Equity Awards at 2024 Fiscal Year End Table

    Outstanding Equity Awards at 2024 Fiscal Year End Table The following table presents information regarding all outstanding stock options and stock awards held by each of our named executive officers on December 31, 2024.

  24. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | | Option awards | | | | | | Number of | Number of | | | | | securities | securities | | | | | underlying | underlying | | | | | unexercised | unexercised | Option | Option | | | options (#) | options (#) | exercise | expiration | | Name | exercisable | unexercisable | price ($) | date | | Markus Warmuth, M.D. | 786,756 | —(1) | 2.19 | 12/4/2030 | | | 493,640 | 44,877(2) | 6.14 | 4/12/2031 | | | 126,869 | 14,753(3) | 19.00 | 6/24/2031 | | | 216,975 | 98,625(4) | 13.41 | 3/1/2032 | | | 226,166 | 245,834(5) | 7.78 | 1/3/2033 | | | — | 346,000(7) | 5.71 | 1/2/2034 | | Filip Janku, M.D., Ph.D. | 338,685 | 48,384(6) | 19.00 | 6/24/2031 | | | 59,468 | 27,032(4) | 13.41 | 3/1/2032 | | | 72,000 | 30,000(8) | 7.35 | 10/3/2032 | | | 64,687 | 70,313(5) | 7.78 | 1/3/2033 | | | — | 121,000(7) | 5.71 | 1/2/2034 | | Philip Nickson, J.D., Ph.D. | 58,359 | 6,787(9) | 7.87 | 5/17/2031 | | | 44,602 | 6,372(10) | 19.00 | 6/24/2031 | | | 48,537 | 22,063(4) | 13.41 | 3/1/2032 | | | 59,248 | 64,402(5) | 7.78 | 1/3/2033 | | | — | 109,000(7) | 5.71 | 1/2/2034 | | | — | 40,000(11) | 3.98 | 6/3/2034 |

  25. Outstanding Equity Awards at 2024 Fiscal Year End Table

    Subject to the executive’s continuous service, the shares subject to this option vested 25% on December 4, 2021 and in 1/48th increments monthly thereafter. (2) Subject to the executive’s continuous service, the shares subject to this option vest 25% on April 9, 2022 and in 1/48th increments monthly thereafter. (3) Subject to the executive’s continuous service, the shares subject to this option vest 25% on May 28, 2022 and in 1/48th increments monthly thereafter. (4) Subject to the executive’s continuous service, the shares subject to this option vest 25% on March 1, 2023 and in 1/48th increments monthly thereafter. (5) Subject to the executive’s continuous service, the shares subject to this option vest 25% on January 3, 2024 and in 1/48th increments monthly thereafter. (6) Subject to the executive’s continuous service, the shares subject to this option vest 25% on June 1, 2022 and in 1/48th increments monthly thereafter. (7) Subject to the executive’s continuous service, the shares subject to this option vest 25% on January 1, 2025 and in 1/48th increments monthly thereafter. (8) Subject to the executive's continuous service, the shares subject to this option vest as follows: 36,000 shares satisfied a performance-based vesting condition on November 1, 2022, and vested in one lump installment on May 1, 2024, 36,000 shares satisfied a performance-based vesting condition on December 15, 2022, and vested in one lump installment on June 15, 2024, and 30,000 shares satisfied a performance-based vesting condition on September 13, 2024, and will vest in one lump installment on March 13, 2026. (9) Subject to the executive’s continuous service, the shares subject to this option vest 25% on May 10, 2022 and in 1/48th increments monthly thereafter. (10) Subject to the executive’s continuous service, the shares subject to this option vest 25% on June 24, 2022 and in 1/48th increments monthly thereafter. Subject to the executive’s continuous service, the shares subject to this option vest 25% on May 28, 2025 and in 1/48th increments monthly thereafter.