DEF 14A of Alpha Teknova, Inc., Apr 28, 2025

DEF 14A of Alpha Teknova, Inc.

Filed Apr 28, 2025 · FY20240000950170-25-059353

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Martha J. Demski has served as a director since August 2023. Ms. Demski has extensive strategic and operational leadership expertise in biotech and finance. Ms. Demski has public company board expertise across various roles including as chair of the board of directors, lead independent director, audit committee chair, and compensation committee member, having served on the boards of several publicly traded companies, including Chimerix, Inc. (NASDAQ: CMRX), Equillium, Inc. (NASDAQ: EQ), and ADMA Biologics, Inc (NASDAQ: ADMA). Ms. Demski also has executive and operating experience at numerous companies, including as a chief financial officer and chief operating officer. In addition to her public company experience, Ms. Demski has served as a board member and advisor to various private companies and philanthropic organizations. We believe Ms. Demski is qualified to serve as a member of our board of directors based on her expertise in our industry and finance and her experience serving on the boards of multiple publicly traded companies. Alexander Herzick has served as a director since January 2019 and has been a Partner of Telegraph Hill Partners since June 2018. Prior to joining Telegraph Hill Partners in July 2009, he served as a Portfolio Manager at BlueMountain Capital Management, LLC (now Assured Investment Management), a privately owned diversified asset manager, from June 2005 to June 2007, and as an Analyst in Investment Banking at Bank of America, N.A., in its Securities division, from June 2003 to June 2005. Mr. Herzick currently represents Telegraph Hill Partners as a director of the following private portfolio companies: Carterra, Inc., Argonaut Manufacturing Services, Inc., Cell Microsystems, Inc., Excellos, Inc., and Dynex Technologies, Inc. Mr. Herzick holds a bachelor’s degree in Economics from Duke University and an MBA with honors from Northwestern University’s Kellogg School of Management. We believe Mr. Herzick is qualified to serve as a member of our board of directors based on his experience investing in healthcare technology growth companies, his educational training in finance and business, and his service as a director of multiple portfolio companies of Telegraph Hill Partners.

  2. Continuing Directors

    Continuing Directors Irene Davis has served as a director since 2015 and previously served as our Chief Operating Officer from October 2018 until her retirement in March 2021. Ms. Davis also served in various roles at Teknova from 2008 until her appointment as Chief Operating Officer, including Vice President, Operations, Vice President, Operations and Sales, and Director of Production. Prior to joining Teknova, Ms. Davis co-owned a general contracting business for 23 years. We believe Ms. Davis is qualified to serve as a member of our board of directors based on her experience in the life sciences industry and her deep knowledge of the business and operations of Teknova. J. Matthew Mackowski has served as a director since January 2019. Mr. Mackowski has been a healthcare-focused venture capital investor since 1980 and is Chairman and Managing Director of Telegraph Hill Partners, which he co-founded in 2001. Telegraph Hill Partners is a venture capital firm that takes an active role in developing technology-based growth companies in the life sciences, medical device, and healthcare industries, and has invested in 48 companies across five institutionally-funded limited partnerships. Mr. Mackowski formed Mackowski & Shepler, the predecessor to Telegraph Hill Partners, in 1992, and over nine years took an active or founding role with eight companies, primarily in medical and life science technologies. Mr. Mackowski currently represents Telegraph Hill Partners as a director of the following private portfolio companies: Magstim, Inc., TrakCel Holding, Inc., and Emerging Therapy Solutions, Inc. Mr. Mackowski received a bachelor’s degree from Duke University and an MBA from The Wharton School. We believe that Mr. Mackowski’s experience in the life sciences and venture capital industries, his educational background, and his service as a director of multiple portfolio companies of Telegraph Hill Partners provide him with the qualifications and skills to serve on our board of directors. Brett Robertson has served as a director since June 2021. Ms. Robertson served as the Chief Financial Officer of Vineti, Inc., a software-as-a-service platform for personalized therapies, from 2020 to 2022. Since 2016, she has been a member of the advisory board of AtlasMedx, Inc., a clinical stage biopharmaceutical company advancing targeted therapeutics that modulate antitumor pathways. From August 2016 to January 2019, Ms. Robertson served as the Chief Executive Officer of CureSeq, Inc., a company that develops and markets molecular diagnostics tests. From 2010 to 2016, Ms. Robertson served as the Chief Business Officer and General Counsel of Invuity, Inc., which was then acquired by Stryker Corporation (NYSE: SYK), a leading medical device technology company. From 2008 to 2010, Ms. Robertson was a venture partner at Leavitt Covington Ventures, LLC, a venture capital firm investing in software and technology, where she represented investors on multiple boards of directors to strategize and implement growth initiatives. Ms. Robertson served as Senior Vice President and General Counsel of StubHub, Inc. from 2006 to 2007, Executive Vice President and General Counsel of Ask Jeeves, Inc. from 2002 to 2005, Vice President of Strategic Development and General Counsel of Critical Path from 1999 to 2001, and General Counsel of Broderbund Software from 1993 to 1998. Ms. Robertson holds a bachelor’s degree in anthropology from the University of California at Berkeley and a J.D. from the University of Virginia Law School. We believe that Ms. Robertson’s extensive experience in the life science industry and as a senior-level executive of multiple technology companies, as well as her legal experience and her educational background, provide her with the qualifications and skills to serve on our board of directors. Paul Grossman, Ph.D., has served as a director since January 2019 and has been a Partner of Telegraph Hill Partners since February 2014. Dr. Grossman previously served as Senior Vice President of Corporate Development for Life Technologies Corporation (now part of Thermo Fisher Scientific Inc.), from November 2008 to February 2014, and for Invitrogen Corporation from May 2007 to November 2008. From 1982 to January 2007, Dr. Grossman held a variety of leadership roles at Applied Biosystems, including research scientist, patent attorney, Vice President of Intellectual Property and Vice President of Strategy and Business Development. During his tenure at Life Technologies Corporation and its predecessor companies (Invitrogen Corporation and Applied Biosystems), Dr. Grossman led the acquisition or divestment of more than 25 businesses and was responsible for an intellectual property portfolio of over 4,000 patents and licenses. Dr. Grossman currently represents Telegraph Hill Partners as a director of the following private portfolio companies: Excellos and Argonaut Manufacturing Services, Inc. Dr. Grossman holds bachelor’s and Ph.D. degrees in Chemical Engineering from the University of California, Berkeley, a master’s degree in Chemical Engineering from the University of Virginia, and a J.D. from Santa Clara University School of Law. Dr. Grossman has authored numerous scientific publications and holds more than 20 U.S. patents. We believe Dr. Grossman is qualified to serve as a member of our board of directors based on his extensive experience in the areas of life science technology, law, intellectual property, corporate development and product development, and his service as a director of multiple portfolio companies of Telegraph Hill Partners. Stephen Gunstream has served as a director since September 2020 and as our President and Chief Executive Officer since May 2020, and served as our Chief Business Officer from December 2019 to May 2020. Mr. Gunstream has more than 20 years of sales, marketing, research and development, and general management experience in the life sciences industry. From June 2015 to December 2019, Mr. Gunstream served in multiple roles at Becton Dickinson & Co. (“BD”) (NYSE: BDX), a global medical technology company, most recently as Vice President and General Manager of BD Biosciences, where he was responsible for leading BD’s flow cytometry and genomics business. From 2008 to 2015, Mr. Gunstream served in multiple roles at Integrated DNA Technologies, Inc. (“IDT”), a leading supplier of custom nucleic acids, most recently as Chief Commercial Officer, where he was responsible for product development, global sales, and global marketing. Under Mr. Gunstream’s leadership, IDT took advantage of its core DNA manufacturing strengths and launched several highly innovative products that repositioned the company in the market, including the xGen Exome Panel and gBlocks Gene Fragments, the latter for which he was also named a co-inventor. Prior to IDT, Mr. Gunstream held multiple product development and business development roles with Applied Biosystems Inc. (now part of Thermo Fisher Scientific Inc.), a biomedical technology company, from 2001 to 2008. Mr. Gunstream received a bachelor’s degree in Biomedical Engineering from Northwestern University and an MBA from the Fuqua School of Business at Duke University. He is a named inventor on 11 issued patents and over 27 pending patents. We believe that Mr. Gunstream’s extensive experience in the life sciences industry and his demonstrated ability to identify and build innovative product lines in high-growth market segments, as well as his role as our President and Chief Executive Officer, provide him with the qualifications and skills to serve as a member of our board of directors and bring relevant strategic and operational guidance to our board of directors.

  3. Continuing Directors

    Alexander Vos has served as a director since June 2021, and as a member of the supervisory board of CiMaas BV, a company focused on developing cellular immunotherapy for specific oncology indications, since September 2018. He is also Chairman of the Board of Innocore Pharmaceuticals, which offers innovative polymer-based solutions for the sustained release of injectable biologics to the life science industry, Chairman of the Board at Scenic Biotech BV, which develops an innovative platform aimed at the identification of genetic disease modifiers, and a Member of the Board at Roslin Cell Therapy a cell and gene therapy CDMO. Mr. Vos served as the Chief Executive Officer of VectorY Therapeutics BV, a developer of novel gene therapies, from May 2021 until November 2022. From October 2018 until May 2021, he served as Chief Executive Officer of VarmX BV, a manufacturer of therapeutic proteins. From September 2018 until May 2021, Mr. Vos served as Chairman of the board of directors of Symeres BV (formerly Mercachem-Syncom), a leading European contract research organization that offers innovative chemistry solutions. From October 2015 to May 2018, Mr. Vos served as a member of the board of directors of The Alliance for Regenerative Medicine, the global advocate for regenerative and advanced therapies. From November 2009 to December 2017, Mr. Vos served as Chief Executive Officer of PharmaCell B.V. (acquired by Lonza AG in May 2017) a European contract manufacturing organization focused exclusively on cell and gene therapy. Prior to PharmaCell, from 2004 to 2009, Mr. Vos served as Deputy-Chief Executive Officer and Chief Operating Officer of PAION AG (Frankfurt Stock Exchange: PA8), a pharmaceutical company with innovative drugs to be used in hospital-based sedation, anesthesia and critical care (stroke) indications headquartered in Aachen, Germany. Before PAION AG, from 2000 to 2004, Mr. Vos served as Chief Executive Officer of MediService AG in Switzerland (sold to Galenica AG), a leading specialty pharmacy service company in Europe. From 1994 to 1999, Mr. Vos held several executive roles in Genzyme Europe B.V., a manufacturer and developer of biotechnology drugs headquartered in the Netherlands. Prior to Genzyme, Mr. Vos worked from 1989 to 1994 for the pharmaceutical practice of McKinsey & Company. Mr. Vos holds a master’s degree in Pharmacology from the University of Amsterdam and an MBA from Stanford University Graduate School of Business. We believe that Mr. Vos is qualified to serve as a member of our board of directors based on his extensive experience in the life science industry, his service as a director and advisor of a number of biotech companies, and his educational background.

  4. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Nominating and Corporate Governance Committee is responsible for identifying, reviewing, evaluating, and recommending candidates for nomination to our board of directors, including candidates to fill any vacancies that may occur. Our Nominating and Corporate Governance Committee assesses the qualifications of candidates in light of the policies and principles in our corporate governance guidelines and may also engage third party search firms to identify director candidates. The Nominating and Corporate Governance Committee may conduct interviews, use detailed questionnaires, and carry out comprehensive background checks or use other means that it deems appropriate to gather information to evaluate potential candidates. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates to the board of directors for approval as director nominees for election to the board of directors. Our Nominating and Corporate Governance Committee also reviews director candidates in the context of the current size and composition of the board, the operating requirements of the Company, and the long-term interests of the Company’s stockholders. The Nominating and Corporate Governance Committee does not prescribe any minimum qualifications for director candidates. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors values diversity as a factor in selecting nominees. Our Nominating and Corporate Governance Committee may consider a potential director candidate’s integrity, experience, judgment, commitment, skills, diversity, age, gender, background, place of residence, areas of expertise, experience serving as a board member or executive officer of other companies, relevant academic expertise, and other factors relative to the overall composition of the board of directors and committees of the board of directors, including, but not limited to, (i) such candidate’s demonstrated experience and achievement in matters relevant to the Company’s business, (ii) such candidate’s commitment to driving the Company’s success and increasing long-term value for the Company’s stockholders, and (iii) potential conflicts of interest or other commitments. In the case of incumbent directors whose terms of office are set to expire, our Nominating and Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, our Nominating and Corporate Governance Committee also determines whether the nominee is independent for purposes of Nasdaq Rules and any other applicable laws or regulations.

  5. Non-Employee Director Compensation

    Non-Employee Director Compensation Pursuant to our Non-Employee Director Compensation Policy, during the fiscal year ended December 31, 2024, each of our non-employee, independent directors received annual retainers for board and committee service as follows:

  6. Non-Employee Director Compensation

    | Compensation Element | Annual Amount | | Board Member Annual Cash Compensation | | | Annual Retainer | $40,000 | | Non-executive Chair | $40,000(1) | | Annual Committee Chair Annual Cash Compensation | | | Audit Committee | $20,000 | | Compensation Committee | $15,000 | | Nominating/Governance Committee | $10,000 | | Annual Committee Member Annual Cash Compensation | | | Audit Committee | $10,000 | | Compensation Committee | $7,500 | | Nominating/Governance Committee | $5,000 | | Equity Awards | | | Initial Option Grants(2) | 0.20% of Total Shares Outstanding(3) | | Annual Equity Grants(4) | 0.10% of Total Shares Outstanding(5) |

  7. Non-Employee Director Compensation

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  8. Non-Employee Director Compensation

    | (1) This amount is in addition to the annual retainer amount. | | (2) The grant date fair value of any option grant shall be calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) (i.e., with the number of shares subject to such option to be determined by dividing the referenced amount by the Black-Scholes per share value). | | (3) Each new non-employee, independent director who joins our board of directors will receive an option to purchase shares of common stock under our 2021 Plan, one-third of which vest on the one-year anniversary of the date of grant and the remaining shares subject to such options vesting in equal monthly installments over the remaining 24 months, subject to the director’s continued service through such date. The number of shares subject to each initial equity grant of options to purchase shares of our common stock to non-employee directors is determined by multiplying the total number of shares of the Company’s common stock issued and outstanding as of the date of grant by 0.20% (rounded down to the nearest whole share), subject to the Compensation Limitations (as defined below). | | (4) The grant date fair value of any restricted stock unit grant shall be based on the market value of the Company’s common stock on the date of grant. | | (5) On the date of each annual meeting of our stockholders, each continuing, non-employee, independent director that has served as a director of the Company for a period of not less than six months will receive a grant of restricted stock units under our 2021 Plan. Annual awards consist of restricted stock units that vest in full on the first anniversary of the date of grant. The number of shares subject to each annual equity grant of restricted stock units to non-employee directors shall be determined by (i) first, multiplying the total number of shares of the Company’s common stock issued and outstanding as of the date of grant by 0.10% (the resulting number, the “Maximum RSU Grant Shares”); and (ii) then, dividing the number of Maximum RSU Grant Shares by 1.5 (rounded down to the nearest whole share), subject to the Compensation Limitations. The shares underlying the restricted stock units will vest on the first anniversary of the date of grant, subject to the non-employee director’s continuous service with us on the vesting date. For the 2024 fiscal year our Compensation Committee approved a fixed grant of restricted stock units for 20,000 shares of common stock to each of our non-employee, independent directors, to be effective upon the date of our 2024 annual meeting of stockholders, which represented approximately 0.05% of our common stock issued and outstanding at that time. |

  9. Non-Employee Director Compensation

    All annual cash compensation amounts are payable in equal quarterly installments in arrears, following the end of each quarter in which the service occurred, pro-rated for any partial months of service. All compensation paid to our non-employee directors is subject to the limitations on non-employee director compensation set forth in the 2021 Plan, which provides that the aggregate value of all compensation granted or paid, as applicable, in each case following the IPO Date (as defined in the 2021 Plan), to any individual for service as a Non-Employee Director (as defined in the 2021 Plan) with respect to any fiscal year, including Awards (as defined in the 2021 Plan) granted and cash fees paid by the Company to such Non-Employee Director for his or her service as a Non-Employee Director, will not exceed (i) $750,000 in total value or (ii) in the event such Non-Employee Director is first appointed or elected to the board of directors during such fiscal year, $1,000,000 in total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes (the “Compensation Limitations”). Our non-employee, non-independent directors did not receive annual retainers for board and committee service during the fiscal year ended December 31, 2024. Employee directors receive no additional compensation for their service as a director. All of our independent directors are entitled to reimbursement of all reasonable out-of-pocket expenses incurred for their attendance at meetings of our board of directors or any committee thereof.

  10. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the year ended December 31, 2024. Stephen Gunstream, our President and Chief Executive Officer, is also a member of our board of directors, but did not receive any additional compensation for his service as a director. Mr. Gunstream’s compensation as a Named Executive Officer of the Company is presented in “Executive Compensation—Summary Compensation Table” below.

  11. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Option Awards(1) | Stock Awards(1) | Total | | Irene Davis | $ — | $ — | $ — | $ — | | Martha J. Demski | 67,500 | — | 25,800 | 93,300 | | Paul Grossman | — | — | — | — | | Alexander Herzick | — | — | — | — | | J. Matthew Mackowski | — | — | — | — | | Brett Robertson | 65,000 | — | 25,800 | 90,800 | | Alexander Vos | 60,000 | — | 25,800 | 85,800 |

  12. Non-Employee Director Compensation Table

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  13. Non-Employee Director Compensation Table

    | (1) The amounts reported in this column do not reflect dollar amounts actually received by the non-employee director. Instead, the amounts reflect the aggregate grant date fair value of the stock options and restricted stock units earned by the non-employee directors for services provided in 2024 under our 2021 Plan, computed in accordance with ASC Topic 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The amounts reported in this column reflect the accounting cost for these stock options and restricted stock units and do not correspond to the actual economic value that may be received by the non-employee directors upon the exercise of the stock options, vesting of restricted stock units, or any sale of the underlying shares of common stock. The table below shows the aggregate number of equity awards (vested and unvested) held as of December 31, 2024 by each of our non-employee directors: |

  14. Non-Employee Director Compensation Table

    | Name | Number of Shares Underlying Outstanding Option Awards as of December 31, 2024 | Number of Shares Underlying Outstanding Stock Awards as of December 31, 2024 | | Irene Davis | — | — | | Martha J. Demski | 56,683 | 20,000 | | Paul Grossman | — | — | | Alexander Herzick | — | — | | J. Matthew Mackowski | — | — | | Brett Robertson | 44,251 | 20,000 | | Alexander Vos | 44,251 | 20,000 |

  15. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our board of directors is currently composed of eight members. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. At the Annual Meeting, two Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in the control of our Company.

  16. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our Named Executive Officers during the years ended December 31, 2024 and 2023:

  17. Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Stephen Gunstream President and Chief Executive Officer | 2024 2023 | 569,200 569,200 | — — | — 197,737 | — 233,306 | 347,498 353,261 | 15,603(4) 15,325(5) | 932,301 1,368,829 | | Matthew Lowell Chief Financial Officer | 2024 2023 | 421,500 421,500 | — — | — 64,193 | — 75,740 | 154,397 156,957 | 15,603(6) 15,325(7) | 591,500 733,715 | | Damon Terrill General Counsel and Chief Compliance Officer | 2024 2023 | 418,900 418,900 | — — | — 64,193 | — 75,740 | 136,395 138,657 | 15,603(8) 15,325(9) | 570,898 712,815 |

  18. Summary Compensation Table

    | (1) The amounts reported in this column do not reflect dollar amounts actually received by the Named Executive Officer. Instead, the amounts represent the aggregate grant date fair value of stock options granted to our Named Executive Officers during 2023 under our 2021 Plan, computed in accordance with ASC Topic 718, as disclosed in Note 12 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 7, 2025. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our Named Executive Officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. 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 the Named Executive Officers upon the exercise of the stock options or any sale of the underlying shares of common stock. | | (2) The amounts reported in this column do not reflect dollar amounts actually received by the Named Executive Officer. Instead, the amounts reflect the aggregate grant date fair value of the restricted stock units granted to our Named Executive Officers during 2023 under our 2021 Plan, computed in accordance with ASC Topic 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The amounts reported in this column reflect the accounting cost for these restricted stock units and do not correspond to the actual economic value that may be received by the Named Executive Officer upon the vesting of restricted stock units or any sale of the underlying shares of common stock. | | (3) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect bonuses earned by the Named Executive Officers under the Company’s Annual Incentive Bonus Plan for the fiscal years ended December 31, 2024 and 2023, respectively, as applicable. | | (4) Represents $13,500 in matching contributions under our 401(k) plan (the “401(k) Plan”), $1,923 in health savings account contributions, and $180 telephone reimbursement made on Mr. Gunstream’s behalf. | | (5) Represents $13,200 in matching contributions under our 401(k) plan, $2,000 in health savings account contributions, and $125 telephone reimbursement made on Mr. Gunstream’s behalf. | | (6) Represents $13,500 in matching contributions under our 401(k) Plan, $1,923 in health savings account contributions, and $180 telephone reimbursement made on Mr. Lowell’s behalf. | | (7) Represents $13,200 in matching contributions under our 401(k) Plan, $2,000 in health savings account contributions, and $125 telephone reimbursement made on Mr. Lowell’s behalf. | | (8) Represents $13,500 in matching contributions under our 401(k) Plan, $1,923 in health savings account contributions, and $125 telephone reimbursement made on Mr. Terrill’s behalf. | | (9) Represents $13,200 in matching contributions under our 401(k) Plan, $2,000 in health savings account contributions, and $125 telephone reimbursement made on Mr. Terrill’s behalf. |

  19. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table presents the outstanding equity incentive plan awards held by each Named Executive Officer as of December 31, 2024.

  20. Outstanding Equity Awards as of December 31, 2024

    | | | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Grant Date | Vesting Commence-ment Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested(6) | | Stephen Gunstream | 8/31/2020(2) 8/31/2020(3) 2/15/2022(4) 11/15/2022(4) 2/27/2023(4) 2/27/2023(5) | 12/16/2019 6/24/2021 2/15/2022 11/15/2022 2/27/2023 2/27/2023 | 886,879 202,754 123,958 45,572 39,531 — | — 28,965 51,042 41,928 46,719 — | $0.8368 0.8368 15.09 5.36 5.41 — | 8/31/2030 8/31/2030 2/15/2032 11/15/2032 2/27/2033 — | — — — — — 32,343 | $ — — — — — 270,064 | | Matthew Lowell | 3/30/2021(2) 6/24/2021(2) 2/15/2022(4) 11/15/2022(4) 2/27/2023(4) 2/27/2023(5) | 2/17/2021 6/24/2021 2/15/2022 11/15/2022 2/27/2023 2/27/2023 | 188,631 5,412 42,500 17,235 12,833 — | 8,202 774 17,500 15,858 15,167 — | 5.4412 16.00 15.09 5.36 5.41 — | 2/17/2031 6/24/2031 2/15/2032 11/15/2032 2/27/2033 — | — — — — — 10,500 | — — — — — 87,675 | | Damon Terrill | 8/31/2020(2) 2/15/2022(4) 11/15/2022(4) 2/27/2023(4) 2/27/2023(5) | 8/31/2020 2/15/2022 11/15/2022 2/27/2023 2/27/2023 | 174,337 42,500 15,625 12,833 — | — 17,500 14,375 15,167 — | 0.8368 15.09 5.36 5.41 — | 8/31/2030 2/15/2032 11/15/2032 2/27/2033 — | — — — — 10,500 | — — — — 87,675 |

  21. Outstanding Equity Awards as of December 31, 2024

    | (1) The unvested shares underlying the equity awards set forth below are subject to accelerated vesting as described in “—Employment Arrangements” and “—Employment Arrangements—Executive Severance and Change in Control Plan,” in each case with respect to the equity awards held by our Named Executive Officers. | | (2) 1/4th of the shares underlying this option vested on the first anniversary of the vesting commencement date, and 1/48th of the shares vest monthly thereafter over the following four years, subject to the Named Executive Officer’s continued service with us. | | (3) Represents an option to purchase 231,719 shares of our common stock granted on August 31, 2020. In connection with our initial public offering, the vesting schedule of the option was amended to provide that such option will vest in 48 equal monthly installments commencing on the date upon which our registration statement for our initial public offering was declared effective by the SEC, which date was June 24, 2021. | | (4) 1/48th of the shares underlying this option vest monthly over the four years following the vesting commencement date, subject to the Named Executive Officer’s continued service with us. | | (5) Represents restricted stock units granted on February 27, 2023. 1/4th of the shares underlying the restricted stock units will vest on each anniversary of the grant date, subject to the Named Executive Officer’s continued service with us. | | (6) Calculated based on $8.35, the closing price of our common stock on the Nasdaq Capital Market on December 31, 2024. |

  22. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our amended and restated certificate of incorporation contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for: • any breach of the director’s duty of loyalty to the corporation or its stockholders; • any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; • unlawful payments of dividends or unlawful stock repurchases or redemptions; or • any transaction from which the director derived an improper personal benefit. Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission. Our amended and restated certificate of incorporation authorizes us to indemnify our directors, officers, employees, and other agents to the fullest extent permitted by Delaware law. Our amended and restated bylaws provide that we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law and may indemnify our other employees and agents. Our amended and restated bylaws also provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee, or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have also entered, and expect to continue to enter, into agreements to indemnify our directors and executive officers. With certain exceptions, these agreements provide for indemnification for related expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by any of these individuals in connection with any action, proceeding or investigation. We believe that these amended and restated certificate of incorporation, amended and restated bylaws provisions, and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance. The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers, or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.