DEF 14A of Olema Pharmaceuticals, Inc., Apr 28, 2025

DEF 14A of Olema Pharmaceuticals, Inc.

Filed Apr 28, 2025 · FY20240000950170-25-059348

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our amended and restated certificate of incorporation provides for a classified board of directors consisting of three classes of directors, each serving for a three-year term. Vacancies on our Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by our Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Board of Directors currently is composed of ten directors. There are three directors whose term of office expires in 2025. Upon the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors has nominated the three individuals listed in the table below for election as directors at the Annual Meeting. There are no arrangements or understandings between us and any director or nominee for directorship pursuant to which such person was selected as a director or nominee. If the nominees listed below are elected, they will each hold office until the annual meeting of stockholders in 2028 and until each of their successors has been duly elected and qualified or, if sooner, until such director’s death, resignation or removal. All nominees are currently serving on our Board of Directors and have consented to being named in this proxy statement and to serve if elected. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board of Directors. The Board of Directors has no reason to believe that any of the nominees would prove unable to serve if elected. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Three of our then-serving directors attended the 2024 annual meeting of stockholders. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to believe that each director or nominee should serve on the Board of Directors. There are no family relationships among any of our executive officers or directors.

  2. ELECTION OF DIRECTORS

    | | | Term | | | Director | | Nominees | Age(1) | Expires | Class | Position(s) Held | Since | | Cynthia Butitta | 70 | 2025 | II | Director | 2020 | | Cyrus L. Harmon, Ph.D. | 54 | 2025 | II | Director | 2006 | | Graham Walmsley, M.D., Ph.D. | 38 | 2025 | II | Director | 2020 |

  3. ELECTION OF DIRECTORS

    (1) As of April 21, 2025. Cynthia Butitta has served as a member of our Board of Directors since August 2020. Ms. Butitta served as the Chief Operating Officer of Kite Pharma Inc., a biopharmaceutical company, from March 2014 to September 2017 and as its Executive Vice President and Chief Financial Officer from January 2014 to May 2016. From May 2011 to December 2012, she was Senior Vice President and Chief Financial Officer at NextWave Pharmaceuticals, Inc., a specialty pharmaceutical company. Prior to that, Ms. Butitta served as Chief Operating Officer of Telik, Inc., a biopharmaceutical company, from March 2001 to December 2010 and as its Chief Financial Officer from August 1998 to December 2010. Prior to that, Ms. Butitta also served as Principal Accounting Officer of Telik, Inc. until December 2010. She has served as a member of the board of directors of Autolus Therapeutics plc, a cell therapy company, since March 2018, Century Therapeutics, Inc., a biotechnology company, since February 2021, and UroGen Pharma Ltd., a biotechnology company, since October 2017. Ms. Butitta received a B.S. with honors in Business and Accounting from Edgewood College in Madison, Wisconsin and an M.B.A. in Finance from the University of Wisconsin, Madison. We believe Ms. Butitta is qualified to serve on our Board of Directors due to her extensive executive experience in the biopharmaceutical industry. Cyrus L. Harmon, Ph.D. has served as a member of our Board of Directors since August 2006. Dr. Harmon has served as the President and Chief Executive Officer of Vilya, Inc., a computational biotechnology company, since October 2023. Dr. Harmon is one of our co-founders, and he served as our President and Chief Executive Officer from March 2007 to September 2020, then as our Chief Technology Officer from September 2020 until July 2022, and then as our Chief Research Officer from July 2022 to March 2023. From 2000 to 2002, Dr. Harmon served as the Vice President of Computational Genomics and General Manager at Affymetrix, Inc., a biotechnology company that was later acquired by Thermo Fisher Scientific in 2016. From 1996 to 2000, Dr. Harmon founded and served as the Chief Executive Officer of Neomorphic, Inc., a computational biology company, until it was acquired by Affymetrix, Inc. Dr. Harmon received a B.A. and Ph.D. in Molecular and Cell Biology from the University of California, Berkeley. We believe that Dr. Harmon is qualified to serve on our Board of Directors due to his extensive training as a scientist, significant knowledge and experience with respect to the biotechnology and pharmaceutical industries, and the perspective and experience he brings as one of our co-founders. Graham Walmsley, M.D., Ph.D. has served as a member of our Board of Directors since March 2020. Dr. Walmsley is a Founding Member and has served as a General Partner of Logos Global Management, LP, a biotechnology-focused investment fund, since August 2019. From July 2016 to August 2019, he served as a Principal at Versant Ventures, a healthcare focused venture capital firm. Dr. Walmsley served as Head of Business Development at Pipeline Therapeutics Inc., a biotechnology company, from April 2018 to December 2018 and as Head of Business Development at Jecure Therapeutics, Inc., a biotechnology company, from June 2017 until its acquisition by Genentech, Inc., a subsidiary of Roche, in November 2018. He has served as a member of the board of directors of Akero Therapeutics, Inc., a biotechnology company, since June 2018. He previously served as a member of the board of directors of ALX Oncology Holdings Inc., an immune-oncology company, from February 2020 until August 2021. Dr. Walmsley received a B.A. in Molecular and Cell Biology from the University of California, Berkeley and a Ph.D. and an M.D. in Stem Cell Biology and Regenerative Medicine from Stanford University School of Medicine. We believe Dr. Walmsley is qualified to serve on our Board of Directors due to his extensive background in the biotechnology industry and experience as a director of a publicly traded company.

  4. THE BOARD OF DIRECTORS RECOMMENDS

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.

  5. Information About Our Continuing Directors

    Information About Our Continuing Directors Set forth below are the names, ages and length of service of the remaining members of our Board of Directors whose terms continue beyond the Annual Meeting.

  6. Information About Our Continuing Directors

    | | | Term | | | Director | | Continuing Directors | Age(1) | Expires | Class | Position(s) Held | Since | | Sean P. Bohen, M.D., Ph.D. | 58 | 2026 | III | Director, President and Chief Executive Officer | 2020 | | Ian Clark | 64 | 2027 | I | Chairperson of the Board | 2020 | | Scott Garland | 56 | 2026 | III | Director | 2023 | | Sandra Horning, M.D. | 76 | 2027 | I | Director | 2020 | | Gorjan Hrustanovic, Ph.D. | 36 | 2027 | I | Director | 2018 | | Yi Larson | 45 | 2026 | III | Director | 2021 | | Andrew Rappaport | 67 | 2026 | III | Director | 2013 |

  7. Information About Our Continuing Directors

    (1) As of April 21, 2025. The principal occupation, business experience, and education of each continuing director are set forth below. Sean Bohen, M.D., Ph.D. has served as our Chief Executive Officer and as a member of our Board of Directors since September 2020. In August 2019, Dr. Bohen joined AltruBio, Inc. (then AbGenomics, Inc.), a pharmaceutical company, as a member of the board of directors. From September 2015 to April 2019, Dr. Bohen served as the Executive Vice President, Global Medicines Development and Chief Medical Officer at AstraZeneca PLC, a pharmaceutical and biopharmaceutical company. From June 2003 to July 2015, he held a number of senior leadership roles at Genentech, Inc., a biotechnology company, including Senior Vice President, Early Development, Genentech Research and Early Development. Prior to that, Dr. Bohen was a Clinical Instructor in Oncology at Stanford University School of Medicine from October 2002 to December 2011, a research associate at the Howard Hughes Medical Institute from July 2000 to June 2003 and a postdoctoral fellow at the National Cancer Institute from January through December 1995. Dr. Bohen received a B.S. in Bacteriology from the University of Wisconsin-Madison, and a Ph.D. in Biochemistry & Biophysics and M.D. from the University of California, San Francisco. We believe Dr. Bohen is qualified to serve on our Board of Directors due to his extensive experience in the biopharmaceutical industry as an executive officer, as well as the perspective and experience he brings as our President and Chief Executive Officer. Ian Clark has served as a member of our Board of Directors since August 2020. Mr. Clark most recently served as Chief Executive Officer, led the executive committee, and was a member of the board of directors of Genentech, Inc., a biotechnology company, from January 2010 to December 2016. In total, he served for 14 years at Genentech, Inc., of which 12 were on the Genentech, Inc. executive committee, initially as Executive Vice President of Commercial Operations. Before that, Mr. Clark served as Senior Vice President and General Manager of BioOncology. Prior to that, Mr. Clark spent 20 years in positions of increasing responsibility at Novartis International AG, a pharmaceutical company, Sanofi S.A., a healthcare and pharmaceutical company, Ivax Pharmaceuticals, Inc., a pharmaceutical company, and G.D. Searle, LLC (which became a subsidiary of agrochemical company Monsanto Corporation), working in the United Kingdom, Canada, Eastern Europe and France. Mr. Clark has served as a member of the boards of directors of GoodRx Holdings, Inc., a prescription savings platform, since July 2024, Kyverna Therapeutics, Inc., a cell therapy company, since September 2021, Takeda Pharmaceutical Company Limited, a pharmaceutical company, since January 2019, Corvus Pharmaceuticals, Inc., a biopharmaceutical company, since January 2017 and Guardant Health, Inc., a precision oncology company, since January 2017. Mr. Clark previously served as a member of the board of directors of AVROBIO, Inc., a gene therapy company, from January 2018 to June 2024 (until its acquisition by Tectonic Therapeutics, Inc.), Shire Pharmaceuticals, Inc., a pharmaceutical company, from February 2017 to January 2019 (until its acquisition by Takeda Pharmaceutical Company Limited), Kite Pharma, Inc., a biotechnology company, from January 2017 to October 2017, Forty Seven Inc., an immune-oncology company, from May 2018 to April 2020 and Agios Pharmaceuticals, Inc., a pharmaceutical company, from December 2016 to June 2022. Mr. Clark also previously served as a member of the board of directors of Gyroscope Therapeutics Holdings PLC, a gene therapy company, TerraVia Holdings, Inc. (formerly Solazyme), a biotechnology company, Dendreon, a biotechnology company, and Vernalis Research, a biotechnology company. Mr. Clark is an advisor to KKR & Co. Inc., a global investment firm, and was previously an advisor at Lazard, a financial services company, Blackstone Life Sciences Inc., an investment management company, and Perella Weinberg Partners LP, a financial services company. He served on the Board of the Biotechnology Industry Organization (BIO) and as a member of the 12th District Economic Advisory Council (EAC) of the Federal Reserve. He also served on the BioFulcrum Board of the Gladstone Institute and as Chair of the External Advisory Board to Southampton University’s Institute for Life Sciences. Mr. Clark received his B.S. in Biological Sciences and an Honorary Doctorate of Science from Southampton University in the United Kingdom. We believe Mr. Clark is qualified to serve on our Board of Directors due to his extensive experience in the biopharmaceutical industry, his long tenure in board service for various companies in our industry, both as a former executive officer and as a long-standing director of multiple public companies in our industry and related industries. Although Mr. Clark currently serves as a director on the boards of six public companies, we believe Mr. Clark has sufficient time to devote to his duties on our Board of Directors based on his board meeting attendance record, including 100% attendance at board meetings in 2024, attention to our meetings and discussions as Chairperson, and retirement from full-time employment. Due to his specialized industry knowledge related to the management and strategy of life science and biotechnology companies, as well as his perspective on the industry, we believe Mr. Clark should continue to serve on our Board of Directors. Scott Garland has served as a member of our Board of Directors since October 2023. Mr. Garland served as the Chief Executive Officer of PACT Pharma, Inc., an immuno-oncology company, from March 2021 to February 2023, and on the board of directors from March 2021 to September 2023. Mr. Garland previously served as President, Chief Executive Officer and a member of the board of Portola Pharmaceuticals, Inc., a biopharmaceutical company, from October 2018 until July 2020 when it was acquired by Alexion Pharmaceuticals, Inc. From April 2017 to September 2018, he served as President of Relypsa Inc., a biopharmaceutical company, and as Senior Vice President and Chief Commercial Officer from October 2014 to April 2017. From October 2011 to October 2014, Mr. Garland served as Executive Vice President and Chief Commercial Officer of Exelixis, Inc., a biopharmaceutical company. He has served as a member of the board of directors of ALX Oncology, a biotechnology company, since November 2022, and Day One Biopharmaceuticals, Inc., a biopharmaceutical company, since August 2021. He previously served on the board of directors of Karyopharm Therapeutics Inc., a biopharmaceutical company, from November 2014 to September 2020 and Calithera Biosciences, Inc., a biopharmaceutical company, from July 2020 to December 2023. Mr. Garland has served as an advisor at Vida Ventures, LLC, a venture capital investment firm, since September 2023 and as an advisor to Google Ventures, a venture capital investment firm, since July 2023. Mr. Garland holds a B.S. in Biological Sciences from California Polytechnic State University (San Luis Obispo) and an M.B.A. from Duke University's Fuqua School of Business. We believe Mr. Garland is qualified to serve on our Board of Directors due to his extensive executive experience in the biopharmaceutical industry and his experience as a director of multiple public companies.

  8. Information About Our Continuing Directors

    Sandra J. Horning, M.D. has served as a member of our Board of Directors since November 2020. Dr. Horning served as the Chief Medical Officer and Global Head of Product Development of Roche, Inc., a healthcare company, from January 2014 until her retirement in October 2019, and prior to that as Global Head of Oncology Product Development of Roche, Inc. from September 2009 to December 2013. From July 1980 until August 2009, Dr. Horning was a practicing oncologist, investigator and tenured professor at Stanford University School of Medicine, where she remains a professor of medicine emerita. From 2005 to 2006, Dr. Horning served as the President of the American Society of Clinical Oncology. Dr. Horning served as a member of the board of directors of Foundation Medicine, Inc., a molecular information company, from April 2015 to July 2018, and EQRx, Inc., a biotechnology company, from August 2020 to November 2023. She has also served as a member of the board of directors of Moderna, Inc., a pharmaceutical and biotechnology company, since March 2020, Gilead Sciences, Inc., a biopharmaceutical company, since January 2020, and Revolution Medicines, Inc., a biotechnology company, since November 2023. Dr. Horning received an M.D. from the University of Iowa School of Medicine and completed her internal medicine training at the University of Rochester and a fellowship in Oncology and Cancer Biology at Stanford University. We believe that Dr. Horning is qualified to serve on our Board of Directors due to her significant experience in the field of oncology and her product development leadership experience. Gorjan Hrustanovic, Ph.D. has served as a member of our Board of Directors since July 2018. Dr. Hrustanovic has served as a Principal at BVF Partners L.P., a biotechnology investment firm that, together with its affiliates, is a holder of greater than 10% of our outstanding common stock, since July 2018 and as an Analyst from September 2015 to July 2018. Dr. Hrustanovic has also served as a member of the board of directors of Kymera Therapeutics Inc., a biopharmaceutical company, since March 2020 and a number of privately held companies. Dr. Hrustanovic previously served as a member of the board of directors of Rain Oncology, Inc., a biotechnology company, from May 2018 to January 2024. Dr. Hrustanovic received a B.S. in Molecular Biology and a B.S. in Management Science from the University of California, San Diego, and a Ph.D. in Cancer Biology & Cell Signaling from the University of California, San Francisco. We believe Dr. Hrustanovic is qualified to serve on our Board of Directors due to his experience in the life sciences industry as a venture capitalist and a director. Yi Larson has served as a member of our Board of Directors since April 2021. Ms. Larson has served as the President and Chief Executive Officer of Expedition Therapeutics Inc., a global biotechnology development company, since April 2024. Ms. Larson served as the Chief Financial Officer of LianBio, a biopharmaceutical company, from May 2021 to December 2023. From August 2019 to March 2021, she was Executive Vice President and Chief Financial Officer of Turning Point Therapeutics, Inc., a precision oncology company. Prior to that, beginning in 2008, Ms. Larson held various roles at Goldman Sachs & Co. LLC, an investment banking securities and investment management company, most recently as Managing Director of Healthcare Investment Banking. During her tenure at Goldman Sachs & Co. LLC, Ms. Larson advised a variety of biopharmaceutical company boards of directors and management teams on a range of strategic financial matters, and executed equity offerings, debt offerings, and merger and acquisition transactions. She previously served as a member of the board of directors of RayzeBio, Inc., a targeted radiopharmaceuticals company, from April 2021 until its acquisition by Bristol Myers Squibb in February 2024. Ms. Larson graduated from The Wharton School at the University of Pennsylvania with an M.B.A concentrated in Finance. She also earned an M.Eng. in Electrical Engineering and Computer Science and an S.B. in Electrical Engineering, both from the Massachusetts Institute of Technology. We believe Ms. Larson is qualified to serve on our Board of Directors due to her extensive global operational expertise, coupled with her extensive capital markets and healthcare banking experience. Andrew Rappaport has served as a member of our Board of Directors since January 2013. Mr. Rappaport has served as the Managing Partner at Skyline Public Works, LLC, his family office, since 2003, and as the Managing Partner and Chief Investment Officer of SPW Investments, his family investment vehicle, since 2005. From 1996 to 2014, Mr. Rappaport was a partner at August Capital, a technology venture capital firm. Prior to August Capital, he was the President of the Technology Research Group, a global strategy consulting firm he founded in 1984. We believe Mr. Rappaport is qualified to serve on our Board of Directors due to his investment experience in the technology industry and his deep knowledge of our company.

  9. Competitive Market Review

    Competitive Market Review As described above, during 2024, the Compensation Committee engaged Aon as its compensation consultant. As part of its engagement, the Compensation Committee requested that Aon develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for purposes of developing recommendations that were presented to the Compensation Committee for its consideration. In developing our peer group for 2024, the criteria used to identify the peer companies were stage of development, business focus in similar therapeutic areas such as oncology, market capitalization, headcount, and location. The 28 companies selected for our peer group for 2024 are listed below.

  10. Competitive Market Review

    | Alector (ALEC) | Allakos (ALLK) | Allovir (KLRS) | | ALX Oncology (ALXO) | AnaptysisBio (ANAB) | Arcturus Therapeutics (ARCT) | | Arcus Biosciences (RCUS) | Arvinas (ARVN) | Aura Biosciences (AURA) | | Cogent Biosciences (COGT) | Day One Biopharmaceuticals (DAWN) | IDEAYA Biosciences (IDYA) | | Keros Therapeutics (KROS) | Kura Oncology (KURA) | Lyell Immunopharma (LYEL) | | Nurix Therapeutics (NRIX) | Nuvation Bio (NUVB) | ORIC Pharmaceuticals (ORIC) | | PMV Pharmaceuticals (PMVP) | Prelude Therapeutics (PRLD) | RAPT Therapeutics (RAPT) | | Relay Therapeutics (RLAY) | Scholar Rock (SRRK) | SpringWorks Therapeutics (SWTX) | | Syndax Pharmaceuticals (SNDX) | Terns Pharmaceuticals (TERN) | Verastem (VSTM) | | Zymeworks (ZYME) | | |

  11. Summary Compensation Table

    Summary Compensation Table The following table shows for the years ended December 31, 2024 and 2023, the compensation awarded to or paid to, or earned by, (i) our principal executive officer and (ii) each of our two other most highly compensated executive officers during the year ended December 31, 2024 who were serving as executive officers at the end of the last completed fiscal year.

  12. Summary Compensation Table

    | | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | ($) | | Sean Bohen, M.D., Ph.D. | 2024 | 673,000 | | | 7,010,520 | 432,066 | 14,970 | 8,130,556 | | President and Chief Executive Officer | 2023 | 647,000 | | | 2,002,000 | 489,000 | 14,370 | 3,152,370 | | Shane Kovacs | 2024 | 541,000 | | | 3,434,760 | 289,400 | 14,970 | 4,280,130 | | Chief Operating and Financial Officer | 2023 | 520,000 | | | 728,000 | 286,000 | 14,370 | 1,548,370 | | Naseem Zojwalla, M.D. | 2024 | 515,000 | | | 2,199,600 | 248,000 | 14,970 | 2,977,570 | | Chief Medical Officer | 2023 | 477,000 | | | 546,000 | 262,000 | 14,370 | 1,299,370 |

  13. Summary Compensation Table

    (1) Amounts represent the aggregate grant date fair value of stock options granted to our named executive officers during the relevant year, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 8 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. (2) Amounts represent annual performance-based cash bonuses earned by our named executive officers based on the achievement of certain corporate performance objectives and individual performance during the relevant year. For more information regarding these bonuses, see below under “Narrative to Summary Compensation Table—Annual Bonus Plan.” (3) Consists of $13,800 employer matching 401(k) contributions and $1,170 life insurance premium paid as an employee benefit.

  14. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table shows certain information regarding outstanding equity awards at December 31, 2024, for the named executive officers.

  15. Outstanding Equity Awards at December 31, 2024

    | | | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | | | Equity | | | | | | | | | | | | | incentive | | | | | | | | | | | | Equity incentive | plan awards: | | | | | | | | | | | | plan | Market or | | | | | | | | | | | | awards: | payout | | | | | | | | | | | Market | Number | value | | | | | | | | | | Number of | value of | of unearned | of unearned | | | | | | | | | | shares or | shares or | shares, units | shares, units | | | | | | Number of | Number of | | | units of | units of | or other | or other | | | | | | Securities Underlying | Securities Underlying | | | stock that | stock that | rights that | rights that | | | | | Vesting | Unexercised Options | Unexercised Options | Option Exercise | Option | have not | have not | have not | have not | | Name | Grant Date | Approval Date | Commencement Date | Exercisable (#) | Unexercisable (#) | Price ($) | Expiration Date | vested (#) | vested ($)(1) | vested (#) | vested ($) | | Sean Bohen, M.D., Ph.D. | 9/19/2020 | 09/19/2020 | 9/1/2020 | 966,316(2) | — | 4.82 | 9/18/2030 | — | — | — | — | | | 9/19/2020 | 09/19/2020 | 9/1/2020 | 82,931 | —(3) | 4.82 | 9/18/2030 | — | — | — | — | | | 11/18/2020 | 11/10/2020 | 11/10/2020 | 538,020 | —(4) | 19.00 | 11/17/2030 | — | — | — | — | | | 3/15/2021 | 03/11/2021 | 3/15/2021 | 70,312 | 4,688(5) | 45.63 | 3/15/2031 | — | — | — | — | | | 2/1/2022 | 1/29/2022 | 2/1/2022 | 575,343 | 236,907(6) | 7.02 | 1/31/2032 | — | — | — | — | | | 2/1/2023 | 2/1/2023 | 2/1/2023 | 252,083 | 297,917(7) | 4.87 | 1/31/2033 | — | — | — | — | | | 2/1/2024 | 1/18/2024 | 2/1/2024 | — | 621,500(9) | 15.25 | 2/1/2034 | — | — | — | — | | Shane Kovacs | 11/18/2020 | 11/10/2020 | 11/10/2020 | 107,604(4) | — | 19.00 | 11/17/2030 | — | — | — | — | | | 2/1/2022 | 1/29/2022 | 2/1/2022 | 89,958 | 72,042(6) | 7.02 | 1/31/2032 | — | — | — | — | | | 2/1/2023 | 2/1/2023 | 2/1/2023 | 91,666 | 108,334(7) | 4.87 | 1/31/2033 | — | — | — | — | | | 2/1/2024 | 1/18/2024 | 2/1/2024 | — | 304,500(9) | 15.25 | 2/1/2034 | — | — | — | — | | Naseem Zojwalla, M.D. | 2/1/2022 | 1/26/2022 | 1/31/2022 | 146,291 | 67,709(8) | 7.02 | 1/31/2032 | — | — | — | — | | | 2/1/2023 | 2/1/2023 | 2/1/2023 | 31,590 | 81,250(7) | 4.87 | 1/31/2033 | — | — | — | — | | | 2/1/2024 | 1/18/2024 | 2/1/2024 | — | 195,000(9) | 15.25 | 2/1/2034 | — | — | — | — |

  16. Outstanding Equity Awards at December 31, 2024

    (1) The market value is based on the closing price of our common stock as of December 31, 2024, of $5.83 per share. (2) 25% of the total shares subject to the option vested on September 1, 2021, and the remaining shares vested in 36 equal monthly installments thereafter, subject to continuous service as of each such vesting date. The total amount of shares originally subject to the option was 1,027,965. (3) 25% of the total shares subject to the option vested on September 1, 2021, and 25% of the shares subject to the option vested on January 1, 2022, 2023 and 2024, subject to continuous service as of each such vesting date. (4) 25% of the total shares subject to the option vested on November 10, 2021, and the remaining shares vested in 36 equal monthly installments thereafter, subject to continuous service as of each such vesting date. (5) 25% of the total shares subject to the option vested on March 15, 2022, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continuous service as of each such vesting date. (6) 25% of the total shares subject to the option vested on February 1, 2023, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continuous service as of each vesting date. 25% of the total shares subject to the option vested on February 1, 2024, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continuous service as of each vesting date. 25% of the total shares subject to the option vested on January 31, 2023, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continuous service as of each vesting date. (9) 25% of the total shares subject to the option vested on February 1, 2025, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continuous service as of each vesting date.

  17. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Pursuant to our named executive officers’ employment agreements, if (a) the officer’s employment is terminated without cause (as defined in the respective agreement) or (b) the officer resigns for good reason (as defined in the respective agreement), then in addition to any amounts accrued and payable under the terms of our benefit plans through the date of termination, the officer will be entitled to receive severance as described below. The level of severance benefits will depend on whether or not the termination without cause or resignation for good reason occurs within a “change in control period” that begins three months before the effective date of a change in control (as defined in the respective agreement) and extends through the period ending 18 months following the effective date of a change in control. If the officer’s employment is terminated without cause or resignation for good reason outside of the change in control period, the officer will be entitled to receive severance in the form of 12 months (18 months in the case of our CEO) of such officer’s then-current base salary, such amount to be paid in equal installments over a twelve-month period after the date of termination, subject to applicable taxes and withholding, as well as up to 12 months (18 months in the case of our CEO) of COBRA coverage. The officer will remain eligible for an annual bonus amount for the year of the separation of service to be determined by our Board of Directors based on corporate performance during the year and prorated based on months of service, subject to applicable taxes and withholding. In addition, Dr. Bohen is entitled to accelerated vesting of his then-outstanding unvested equity awards that would have vested within the next 12 months following his termination date. In the case of each of Mr. Kovacs and Dr. Zojwalla, 50% of such person’s then-unvested time-based equity grants granted in connection with the commencement of such person’s employment shall accelerate and become fully vested as of the termination date. If the officer’s employment is terminated without cause or resignation for good reason within the change in control period, the officer will be entitled to receive severance in the form of 12 months (18 months in the case of our CEO) of such person’s then-current base salary plus such person’s target bonus for the year of termination to be paid in a lump sum, subject to applicable taxes and withholding, as well as up to 12 months (18 months in the case of our CEO) of COBRA coverage. The officer will also remain eligible for an annual bonus amount for the year of the separation of service to be determined by our Board of Directors based on corporate performance during the year and prorated based on months of service. In addition, all of such person’s then-unvested time-based equity grants shall accelerate and become fully vested as of the termination date. In addition, upon a change in control, any unvested portion of the PSU Award relating to the financing milestone will accelerate and vest in full, and unless any unvested portion of the PSU relating to the clinical milestone is assumed, then any unvested portion of the PSU Award relating to the clinical milestone will vest in full as well. Further, if the officer’s employment is terminated without cause or the officer resigns for good reason within 12 months following the effective time of the change in control, any unvested portion of the PSU Award relating to the clinical milestone will accelerate and vest in full. These severance benefits are conditioned upon the officer continuing to comply with such person’s obligations under such person’s proprietary information agreement and such person’s delivery of a general release of claims in favor of the company that becomes effective and irrevocable within 60 days of the date of termination. In the event of any payments to our named executive officers being characterized as parachute payments under Section 280G of the Internal Revenue Code of 1986, as amended, or the Code, the officer will receive either a reduced payment amount or the full payment about, depending on which results in a more favorable economic benefit.

  18. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following table shows certain information, including "compensation actually paid" to Dr. Bohen, our principal executive officer, or PEO, and our other named executive officers, or NEOs, and the relationship between "compensation actually paid" and total stockholder return, or TSR, and net loss. The identity of which NEOs are included in this table is determined based on those executive officers who were NEOs for the years presented. Compensation actually paid to Mr. Bohen and our other NEOs is impacted by the fair value of their equity incentive awards, which is calculated in accordance with the provisions of FASB ASC Topic 718, Compensation—Stock Compensation. See Note 2 to our audited consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2024 for a summary of the assumptions underlying the valuation of equity awards.

  19. PAY VERSUS PERFORMANCE

    | | | | Average | | Value of Initial | | | | | | Summary | Average | Fixed $100 | | | | Summary | | Compensation | Compensation | Investment Based | | | | Compensation | Compensation | Table Total for | Actually Paid | On: | | | | Table Total for | Actually Paid to | Non-PEO | to Non-PEO | Total Stockholder | Net Loss | | | PEO | PEO | NEOs | NEOs | Return | (in thousands) | | Year | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) (6) | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | | 2024 | 8,130,556 | (4,600,013) | 3,628,850 | (570,660) | 12 | (129,474) | | 2023 | 3,152,370 | 22,259,539 | 1,394,190 | 6,072,915 | 29 | (96,655) | | 2022 | 5,989,638 | (3,269,769) | 2,263,729 | 444,090 | 5 | (104,787) |

  20. PAY VERSUS PERFORMANCE

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Dr. Bohen, our PEO, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Bohen, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned, realized, or received by Dr. Bohen during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Bohen’s total compensation for each year to determine the compensation actually paid:

  21. PAY VERSUS PERFORMANCE

    | | Reported | Reported | | | | | Summary Compensation | Value of Equity | Equity | Compensation | | | Table Total for PEO | Awards(a) | Award Adjustments(b) | Actually Paid to PEO | | Year | ($) | ($) | ($) | ($) | | 2024 | 8,130,556 | 7,010,520 | (5,720,049) | (4,600,013) | | 2023 | 3,152,370 | 2,002,000 | 21,109,169 | 22,259,539 | | 2022 | 5,989,638 | 4,987,868 | (4,271,539) | (3,269,769) |

  22. PAY VERSUS PERFORMANCE

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that were both granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that were determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year, which was inapplicable for the PEO and other NEOs in the years covered. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  23. PAY VERSUS PERFORMANCE

    | | | | | | | Fair Value | | | | | | | | Year over | at the End | | | | | Year over | Fair Value | | Year | of the Prior | | | | | Year | as of | | Change in | Year of | | | | | Change in | Vesting | | Fair Value | Equity | | | | | Fair Value of | Date of | | of Equity | Awards that | | | | | Outstanding | Equity | | Awards | Failed to | | | | Year End | and | Awards | | Granted in | Meet | Total | | | Fair Value | Unvested | Granted | | Prior Years | Vesting | Equity | | | of Equity | Equity | and Vested | | that Vested | Conditions | Award | | | Awards | Awards | in the Year | | in the Year | in the Year | Adjustments | | Year | ($) | ($) | ($) | | ($) | ($) | ($) | | 2024 | 2,007,445 | (4,191,664) | — | - | (3,535,830) | — | (5,720,049) | | 2023 | 6,765,000 | 9,777,659 | — | | 4,566,510 | — | 21,109,169 | | 2022 | 1,933,268 | (4,412,789) | — | | (1,792,018) | — | (4,271,539) |

  24. PAY VERSUS PERFORMANCE

    (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our NEOs as a group (excluding Dr. Bohen) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Shane Kovacs and Naseem Zojwalla, (ii) for 2023, Shane Kovacs, Naseem Zojwalla, and Cyrus Harmon, and (iii) for 2022, Shane Kovacs and Naseem Zojwalla. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Dr. Bohen), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Dr. Bohen) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Dr. Bohen) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:

  25. PAY VERSUS PERFORMANCE

    | | Average | | | | | | Reported Summary | Average | | Average | | | Compensation Table | Reported | Average Equity | Compensation | | | Total for Non- | Value of Equity | Award | Actually Paid to Non | | | PEO NEOs | Awards | Adjustments(a) | PEO NEOs | | Year | ($) | ($) | ($) | ($) | | 2024 | 3,628,850 | 2,817,180 | (1,382,330) | (570,660) | | 2023 | 1,394,190 | 608,061 | 5,286,786 | 6,072,915 | | 2022 | 2,263,729 | 1,512,905 | (306,734) | 444,090 |

  26. PAY VERSUS PERFORMANCE

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  27. PAY VERSUS PERFORMANCE

    | | | | | | Average | | | | | | | Year over | Fair Value | | | | | Year over | Average | Year | at the End | | | | | Year | Fair Value | Average | of the Prior | | | | | Average | as of | Change in | Year of | | | | | Change in | Vesting | Fair Value | Equity | | | | | Fair Value of | Date of | of Equity | Awards that | | | | | Outstanding | Equity | Awards | Failed to | Total | | | Average | and | Awards | Granted in | Meet | Average | | | Year End Fair | Unvested | Granted | Prior Years | Vesting | Equity | | | Value of Equity | Equity | and Vested | that Vested | Conditions | Award | | | Awards | Awards | in the Year | in the Year | in the Year | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 806,693 | (1,282,711) | — | (906,312) | — | (1,382,330) | | 2023 | 2,050,000 | 2,167,742 | — | 1,069,044 | — | 5,286,786 | | 2022 | 581,980 | (592,070) | — | (296,644) | — | (306,734) |

  28. PAY VERSUS PERFORMANCE

    (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. (6) The dollar amounts reported represent the amount of net loss reflected in our audited financial statements for the applicable year. Due to the fact that we are not a commercial-stage company, we did not have any revenue during the periods presented. Consequently, we did not use net loss as a performance measure in our executive compensation program.

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

    Analysis of the Information Presented in the Pay Versus Performance Table For information regarding our compensation philosophy, refer to Executive Compensation—Executive Compensation Practices—Compensation Philosophy” above. While we utilize several performance measures to align executive compensation with our performance, all of those company measures are not presented in the Pay versus Performance table above. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphical illustrations of the relationships between information presented in the Pay versus Performance table.

  30. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss The graph below shows the amount of compensation actually paid to Dr. Bohen and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Dr. Bohen) compared to our net loss. Because we are a pre-commercial stage company, we had no revenue during the periods presented. Consequently, we do not use net loss as a performance measure in our executive compensation program. Moreover, the changes in compensation actually paid to Dr. Bohen and our other NEOs during such periods as described in the Pay versus Performance table above were largely driven by equity award related adjustments as a result of the volatility in the market price of our common stock, and to a lesser extent by variability in annual salary, bonus and equity incentive awards. As a result, such changes are not directly related to the changes in our net loss during such periods and we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented. Compensation Actually Paid ($ Thousands) (10,000) (5,000) 0 5,000 10,000 15,000 20,000 25,000 Net Loss ($Thousands) -$140 -$120 -$100 -$80 -$60 -$40 -$20 $0 (3,270)(105) 444 22,260 6,073 (97) (4,600) (571) (129) FY2022 FY2023 FY2024 PEO Compensation Actually Paid Non-PEO Average Compensation Actually Paid Net Loss

  31. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The graph below shows the amount of compensation actually paid to Dr. Bohen and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Dr. Bohen) compared to our cumulative TSR. The changes in compensation actually paid to Dr. Bohen and our other NEOs during such periods as described in the Pay versus Performance table above were largely driven by equity award related adjustments as a result of the volatility in the market price of our common stock, and to a lesser extent by variability in annual salary, bonus and equity incentive awards. As a result, such changes are not directly related to the changes in our cumulative TSR during such periods. Compensation Actually Paid ($ Thousands) (10,000) (5,000) 0 5,000 10,000 15,000 20,000 25,000 Total Shareholder Return (FY 2021 Indexed to $100) $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 $100 100 (3,270) 5 444 22,260 6,073 29 (4,600) (571) 12 FY2021 FY 2022 FY2023 FY2024 PEO Compensation Actually Paid Non-PEO Average Compensation Actually Paid Cumulative TSR All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  32. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table shows for the year ended December 31, 2024 certain information with respect to the compensation of our non-employee directors:

  33. Director Compensation for 2024

    Director Compensation for 2024

  34. Director Compensation for 2024

    | | Fees Earned or | | | | | Paid in Cash | Option Awards(1)(2) | Total | | Name | ($) | ($) | ($) | | Andrew Rappaport | 56,730 | 200,790 | 257,520 | | Cynthia Butitta | 60,334 | 200,790 | 261,124 | | Cyrus L. Harmon, Ph.D. | 40,000 | 200,790 | 240,790 | | Graham Walmsley, M.D., Ph.D. | 50,275 | 200,790 | 251,065 | | Gorjan Hrustanovic, Ph.D. | 46,000 | 200,790 | 246,790 | | Ian Clark | 80,000 | 200,790 | 280,790 | | Sandra Horning, M.D. | 42,725 | 200,790 | 243,515 | | Yi Larson | 45,000 | 200,790 | 245,790 | | Scott Garland | 49,270 | 200,790 | 250,060 |

  35. Director Compensation for 2024

    (1) Amounts represent the aggregate grant date fair value of stock options granted to our non-employee directors during 2024, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 8 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the non-employee directors. (2) The aggregate number of shares outstanding under all options held by our non-employee directors as of December 31, 2024 are set forth in the table below. As of December 31, 2024, none of our non-employee directors held unvested stock awards other than options.

  36. Director Compensation for 2024

    | | Number of Shares | | | Underlying Option | | Name | Awards | | Andrew Rappaport | 201,912 | | Cynthia Butitta | 109,080 | | Cyrus L. Harmon, Ph.D. | 684,699 | | Graham Walmsley, M.D., Ph.D. | 152,120 | | Gorjan Hrustanovic, Ph.D. | 152,120 | | Ian Clark | 318,770 | | Sandra Horning, M.D. | 173,643 | | Yi Larson | 112,853 | | Scott Garland | 58,867 |

  37. Director Compensation for 2024

    The table above does not include Dr. Bohen because he did not receive any compensation for services provided as a director in 2024.

  38. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board of Directors adopted a non-employee director compensation policy in October 2020 that became effective in November 2020 and was amended by our Board of Directors in April 2024 and is applicable to all of our non-employee directors. This compensation policy provides that each such non-employee director receives the following compensation for service on our Board of Directors: an annual cash retainer of $40,000; an additional cash retainer of $30,000 for the Chairperson of our Board of Directors; • an additional annual cash retainer of $8,000, $6,000 and $5,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; • an additional annual cash retainer of $10,750, $6,000 and $5,000 for service as Chairperson of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; • an initial grant of an option to purchase 23,000 shares of our common stock on the date of each such non-employee director’s appointment or election to our Board of Directors, plus an additional grant representing the annual option grant such non-employee director would have received had such person been elected to our Board of Directors at our prior annual meeting of stockholders, pro-rated for partial year of service; and • an annual grant of an option to purchase 23,000 shares of our common stock on the date of each of our annual stockholder meetings. Each of the option grants described above were granted under our 2020 Plan. Each such option grant vests and becomes exercisable subject to the director’s continuous service to us through the earlier of the first anniversary of the date of grant or the next annual stockholder meeting. The term of each option is 10 years, subject to earlier termination as provided in the 2020 Plan. Furthermore, on March 18, 2025, our Board of Directors adopted an amended and restated non-employee director compensation policy that gave immediate effect to equity compensation changes and provides for cash compensation changes that will come into effect on July 1, 2025. This amended and restated non-employee director compensation policy provides for the following changes to the policy: • an additional annual cash retainer of $10,000 and $7,500 for service as a member of the Audit Committee and Compensation Committee, respectively; • an additional annual cash retainer of $10,000 and $7,500 for service as Chairperson of the Audit Committee and Compensation Committee, respectively; • increase the initial option grant for non-employee directors to an option to purchase 24,150 shares of our common stock on the date of each such non-employee director’s appointment or election to our Board of Directors, plus an additional grant representing the annual option grant such non-employee director would have received had such person been elected to our Board of Directors at our prior annual meeting of stockholders, pro-rated for partial year of service; and • increase the annual option grant to non-employee directors to an option to purchase 24,150 shares of our common stock on the date of each of our annual stockholder meetings. Except as described above, the terms of the non-employee director compensation policy remain unchanged.