DEF 14A of Lexeo Therapeutics, Inc.
Filed Apr 28, 2025 · FY20240000950170-25-059375
Nominees for Election to a Three-Year Term Ending at the 2028 Annual Meeting
Nominees for Election to a Three-Year Term Ending at the 2028 Annual Meeting Steven Altschuler, M.D. has served as the Chairman of our board of directors since January 2021. Dr. Altschuler has served as a Managing Director, Healthcare Ventures, of Ziff Capital Partners, a private investment firm, since May 2018. He previously served as a consultant to the University of Miami Health Care System from September 2017 through December 2017, the Chief Executive Officer of the University of Miami Health Care System and Executive Vice President for Healthcare at the University of Miami from January 2016 to September 2017, and the Chief Executive Officer of The Children’s Hospital of Philadelphia, or CHOP, from April 2000 until June 2015. Prior to assuming the role of Chief Executive Officer, Dr. Altschuler held several positions at CHOP and the Perelman School of Medicine at the University of Pennsylvania, including Physician-in-Chief/Chair of Pediatrics and chief of the Division of Gastroenterology, Hepatology and Nutrition. Dr. Altschuler has served as a director of WW International, Inc., a public weight management company, since September 2012, as a director of Orchard Therapeutics plc, a private biotech company, from January 2020 until it was acquired in January 2024, and as a director of 89bio, Inc., a public biopharmaceutical company, since March 2020. He previously served as Chair of the board of directors of Spark Therapeutics, Inc., a private biotech company, from March 2013 to December 2019, as a director of Mead Johnson Nutrition from 2009 to 2019 and as a director of Adtalem Global Education Inc., a public education company, from May 2018 to May 2020. Dr. Altschuler received a B.A. in Mathematics and an M.D. from Case Western Reserve University. Our board of directors believes Dr. Altschuler is qualified to serve on our board of directors because of his experience holding senior leadership positions within biotechnology companies and his role on public and private boards of directors, as well as his experience investing in healthcare companies. Reinaldo Diaz has served as a member of our board of directors since February 2022. Mr. Diaz previously served as a Venture Partner at Longitude Capital, a healthcare venture capital firm from 2015 to 2023, and he currently serves as the Chief Executive Officer of Opna Bio, a Longitude Capital portfolio company. Mr. Diaz has also served as a Managing Director of DA Advisors, LLC since 2005, providing strategic and financial advice primarily to life science companies. From 2008 to 2018, Mr. Diaz served as a managing director at Auven Therapeutics, a private equity firm focusing on life science companies. From 1996 to 2005, Mr. Diaz served as a managing member and co-founder of Diaz & Altschul Capital Management, LLC, an asset management firm focusing on healthcare companies. Prior to that, Mr. Diaz served as a managing director and head of the healthcare group at Schroder Wertheim & Co., Inc., and in various roles at PaineWebber Development Corporation, including as president. Mr. Diaz currently serves on the board of directors of Inozyme Pharma, Inc., a public pharmaceutical company, and the board of directors of RheumaLogics ApS, a private biotech company. Mr. Diaz received a B.A. in General Studies from Harvard University and an M.B.A. from Harvard Business School. Our board of directors believes Mr. Diaz is qualified to serve as a director because of his experience in the life sciences industry and in public and private company board leadership.
Directors Continuing in Office
Directors Continuing in Office Mette Kirstine Agger has served as a member of our board of directors since November 2020. Ms. Agger has served as Chief Executive Officer and Strategic Advisor of Esrum Biotech since March 2022. From 2009 to 2022, Ms. Agger served as a Senior Advisor and Managing Partner of Lundbeckfonden Biocapital (formerly Lundbeckfonden Ventures), a life sciences venture capital fund. Prior to joining Lundbeckfonden Biocapital, Ms. Agger co-founded 7TM A/S, a biotech company engaged in therapeutic drug discovery and development in 2000, and served as its Chief Executive Officer from founding to 2009. Ms. Agger served on the board of Trevi Therapeutics, Inc., a public life sciences company, from July 2017 to June 2019 and Veloxis Pharmaceuticals A/S, a public pharmaceutical company from April 2010 to December 2019, and has served on the board of directors of Imara Inc., a public biopharmaceutical company from January 2016 to June 2020 and scPharmaceuticals Inc., a public pharmaceutical company, since March 2014. Ms. Agger received her M.Sc. in Biology from the University of Copenhagen and received her M.B.A. from Henley Business School at the University of Reading. Our board of directors believe Ms. Agger is qualified to serve on our board of directors because of her experience holding senior leadership positions within biotechnology companies and her role on public boards of directors, as well as her experience investing in healthcare companies. R. Nolan Townsend has served as our Chief Executive Officer and as a member of our board of directors since January 2020. Before joining Lexeo, Mr. Townsend was at Pfizer Inc., a global pharmaceutical company, from 2008 to December 2019, where he held several roles of increasing responsibility. Most recently, he served as President of Pfizer Rare Disease for the North America region from 2018 to 2020. In that role, Mr. Townsend was responsible for overseeing the division’s overall strategy, cross functional organization and operating budget. Mr. Townsend also currently serves on the board of Arbor Biotechnologies, a private genetic medicine company, and on the board of directors of the Biotechnology Innovation Organization, an advocacy association representing the biotechnology industry. Mr. Townsend received a B.A. in Economics from the University of Pennsylvania and an M.B.A. from the Harvard Business School. Our board of directors believes Mr. Townsend is qualified to serve on our board of directors because of his role as our Chief Executive Officer and his experience as a founder and executive in the biopharmaceutical industry. Brenda Cooperstone, M.D. has served as a member of our board of directors since August 2023. Dr. Cooperstone has held various leadership positions at Pfizer Inc., a global biopharmaceutical company, including as Senior Vice President since May 2017, Chief Development Officer for Rare Disease in Global Product Development from May 2016 to December 2022, and Head of Development for Rare Disease in Global Product Development from November 2015 to May 2016. Dr. Cooperstone has served as a member of the board of directors of Senti Biosciences, Inc., a public biotech company, since October 2019 and Gandeeva Therapeutics, a private biotech company, since January 2023. Dr. Cooperstone started her career in the pharmaceutical industry at Wyeth Pharmaceuticals Inc. in 1999 and joined Pfizer Inc. when it acquired Wyeth Pharmaceuticals, Inc. in 2009. Dr. Cooperstone earned her M.D. from McGill University and completed her residency in pediatrics at the Montreal Children’s Hospital, her clinical fellowship in pediatric nephrology at Children’s Hospital of Philadelphia and a research fellowship at the University of Pennsylvania’s Renal Electrolyte division. Our board of directors believes Dr. Cooperstone is qualified to serve on our board of directors because of her extensive experience in the pharmaceutical industry and experience in public and private company board leadership. Paula HJ Cholmondeley has served as a member of our board of directors since November 2021. Ms. Cholmondeley has been the Chief Executive Officer of the Sorrel Group, a strategy and corporate governance consulting firm, since January 2004 and has been a part time faculty member of the National Association of Corporate Directors, or NACD, a corporate governance association, since June 2008. Ms. Cholmondeley is a NACD Certified Director and has been elected to the NACD Directorship 100. She is a former Chief Financial Officer of Independence Blue Cross LLC, a private insurance agency. She is also a former Certified Public Accountant. She has also held several executive roles in the industrial products industry. Ms. Cholmondeley has served on the boards of directors of the Bank OZK, a regional bank headquartered in Little Rock, Arkansas, since May 2016, of Terex Corporation, a public manufacturing company, since 2004, and of Nationwide Mutual Funds, an investment firm, from 2002 to 2022. Ms. Cholmondeley holds a B.S. in Accounting from Howard University and an M.S. from the Wharton School of the University of Pennsylvania. Our board of directors believes Ms. Cholmondeley is qualified to serve on our board of directors because of her financial leadership experience and her leadership on public boards of directors. Tolga Tanguler has served as a member of our board of directors since November 2024. Mr. Tanguler has served as the Executive Vice President and Chief Commercial Officer of Alnylam Pharmaceuticals, Inc., a biopharmaceutical company, since January 2021. Mr. Tanguler also served as the Head of U.S. Organization of Alexion Pharmaceuticals, Inc., a biopharmaceutical company, from November 2018 to December 2020 and as President of Pfizer Rare Disease for the North America region from October 2014 to October 2018. Mr. Tanguler holds a B.S. in Finance and Economics from Istanbul University and an MBA from the Michigan State University. Our board of directors believes Mr. Tanguler is qualified to serve on our board of directors because of his experience holding senior leadership positions within commercial-stage biopharmaceutical companies. Tim Van Hauwermeiren has served as a member of our board of directors since July 2024. Mr. Van Hauwermeiren is the co-founder and has served as Chief Executive Officer of argenx SE, a public biopharmaceutical company, since July 2008, and has served as a member of its board of directors since July 2017. Mr. Van Hauwermeiren has also served on the board of directors of iTeos Therapeutics, Inc., a public biotech company, since 2018 and previously served on the board of directors of RayzeBio, Inc., a private biotech company, from 2023 until its acquisition by Bristol Myers Squibb in 2024. Mr. Van Hauwermeiren holds a B.Sc. and M.Sc. in bioengineering from Ghent University (Belgium) and an Executive MBA from The Vlerick School of Management. Our board of directors believes Mr. Van Hauwermeiren is qualified to serve on our board of directors because of his experience as a founder and executive in the biopharmaceutical industry and experience in public company board leadership.
Identifying and Evaluating Director Nominees
Identifying and Evaluating Director Nominees Our board of directors has delegated to the nominating and corporate governance committee the responsibility of identifying individuals qualified to become members of the board of directors and recommending to the board of directors nominees to fill vacancies and newly created directorships and the nominees to stand for election as directors. If the nominating and corporate governance committee determines that an additional or replacement director is required, it may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, the board of directors or management. In its evaluation of director candidates, the nominating and corporate governance committee will consider the current knowledge, experience and capability of the board of directors and the needs of the board of directors. Some of the factors that our nominating and corporate governance committee considers include, without limitation, skills, prior professional experience, and, in the case of incumbent directors whose terms of office are set to expire, such directors’ overall service to the board of directors including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such directors’ independence. Nominees must also have the highest personal and professional ethics, a background and expertise that is useful to us and complementary to the background of other directors and a willingness to devote the required time to duties and responsibilities of the board of directors and any committees to which he or she may be appointed.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy We adopted a non-employee director compensation policy (the “Director Compensation Policy”) that became effective upon the closing of our initial public offering in November 2023 and that may be amended at any time in the sole discretion of the board of directors or the compensation committee. Under our Director Compensation Policy as currently in effect, each non-employee and non-consultant director (each, an “Eligible Director”) upon first becoming a director receives an initial option to purchase 36,000 shares of common stock (the “Initial Grant”). The Initial Grant vests over a three-year period in equal annual installments after the grant date, subject to continued service through each vesting date. Additionally, each Eligible Director automatically receives an annual option to purchase 18,000 shares (the “Annual Grant”), effective on the date of each annual meeting of the stockholders; provided, each Eligible Director who is first elected to the board of directors other than at an annual meeting of the stockholders receives an Annual Grant pro-rated for the number of months such Eligible Director has been an Eligible Director as of the next annual meeting of the stockholders, subject to the requirement that the Eligible Director has been an Eligible Director for at least six (6) months. The Annual Grant vests on the earlier of one year following the grant date or the next annual meeting of stockholders, subject to continued service through the vesting date. All awards under the Director Compensation Policy accelerate and vest upon a change in control. The exercise price of all options under the Director Compensation Policy is the fair market value on the date of grant.
Director Compensation for Fiscal Year Ending 2024
Director Compensation for Fiscal Year Ending 2024 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors for the fiscal year ending December 31, 2024. Directors who are also our employees receive no additional compensation for their service as directors. For the fiscal year ending December 31, 2024, Mr. Townsend was an employee and executive officer of the Company and therefore, did not receive compensation as a director. See “Executive Compensation” for additional information regarding Mr. Townsend’s compensation.
Director Compensation for Fiscal Year Ending 2024
| Name | Fees Paid or Earned in Cash ($) | Stock Awards ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Mette Kirstine Agger | 59,500 | - | 670,554 | - | - | - | 730,054 | | Steven Altschuler, M.D. | 82,462 | - | 217,314 | - | - | - | 299,776 | | Paula HJ Cholmondeley | 61,000 | - | 217,314 | - | - | - | 278,314 | | Brenda Cooperstone, M.D. | 58,000 | - | 217,314 | - | - | - | 275,314 | | Bernard Davitian (2) | 19,451 | - | - | - | - | - | 19,451 | | Reinaldo Diaz | 57,478 | - | 670,554 | - | - | - | 728,032 | | Tolga Tanguler (3) | 5,543 | - | 215,640 | - | - | - | 221,183 | | Tim Van Hauwermeiren (4) | 21,587 | - | 410,796 | - | - | - | 432,383 |
Director Compensation for Fiscal Year Ending 2024
(1) The amounts reported consist of the aggregate grant-date fair values of Initial Grants and Annual Grants awarded to the non-employee director under our Director Compensation Policy in 2024, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC Topic 718”). The assumptions used in calculating the grant-date fair value of these awards are set forth in Notes 2 and 9 to our audited financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 24, 2025. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting or exercise of the applicable awards. (2) Mr. Davitian did not stand for reelection at our 2024 annual meeting of stockholders on June 25, 2024. Compensation awarded to Mr. Davitian was paid directly to Omega Fund VI, L.P., where Mr. Davitian served as a partner. (3) Mr. Tanguler joined our board of directors on November 11, 2024. Mr. Van Hauwermeiren joined our board of directors on July 5, 2024. The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2024.
Director Compensation for Fiscal Year Ending 2024
| Name | Number of Shares Underlying Outstanding Stock Awards | Number of Shares Underlying Outstanding Options | | Steven Altschuler, M.D. | - | 137,625 | | Brenda Cooperstone, M.D. | - | 77,812 | | Mette Kirstine Agger | - | 54,000 | | Reinaldo Diaz | - | 54,000 | | Tim Van Hauwermeiren | - | 36,000 | | Tolga Tanguler | - | 36,000 | | Paula HJ Cholmondeley | 3,582 | 62,184 |
Summary Compensation Table
Summary Compensation Table Our named executive officers for the fiscal year ended December 31, 2024 which consist of our principal executive officer, and the next two most highly compensated executive officers, are: • R. Nolan Townsend, our Chief Executive Officer and Director; • Eric Adler, M.D., our Chief Medical Officer and Head of Research; and • Jose Manuel Otero, our Chief Technical Officer. The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal years 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | | R. Nolan Townsend | 2024 | 600,000 | — | 633,500 | 2,833,754 | 297,000 | 10,994 | 4,375,248 | | Chief Executive Officer and Director | 2023 | 508,000 | — | — | 872,883 | 347,880 | 8,455 | 1,737,218 | | Jose Manuel Otero, Ph.D. (3) | 2024 | 268,854 | — | 568,438 | 2,545,286 | 165,300 | 7,590 | 3,555,468 | | Chief Technical Officer | 2023 | — | — | — | — | — | — | — | | Eric Adler, M.D. | 2024 | 468,939 | — | 456,875 | 2,044,217 | 171,000 | 21,503(4) | 3,162,534 | | Chief Medical Officer and Head of Research | 2023 | 296,500 | 234,750(5) | — | 2,419,424 | 80,750 | 11,400 | 3,042,824 |
Summary Compensation Table
(1) The amounts reported consist of the aggregate grant-date fair value of restricted stock units or stock options awarded to the named executive officer, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC Topic 718”). The assumptions used in calculating the grant-date fair value of these awards are set forth in Notes 2 and 9 to our audited financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 24, 2025. (2) The amounts reported for fiscal year 2024 consist of matching contributions from the Company for the contributions made to the 401(k) plan by the Named Executive Officer and a technology stipend. (3) Dr. Otero joined the Company in May 2024. (4) Includes amounts paid for legal expenses incurred as provided for in Dr. Adler's Employment Agreement. (5) The 2023 amounts reported represent a sign-on bonus earned and paid in 2023 and an annual bonus earned in 2023 and paid in 2024.
Outstanding Equity Awards at Fiscal 2024 Year-End
Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal 2024 Year-End
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | R. Nolan Townsend | 2/16/2021(3) | 118,655 | | $2.33 | 2/15/2031 | | | | R. Nolan Townsend | 11/15/2021(4) | 519,150 | | $4.87 | 11/14/2031 | | | | R. Nolan Townsend | 8/22/2023(5) | 106,472 | | $11.02 | 8/21/2033 | | | | R. Nolan Townsend | 1/5/2024(6) | — | 262,500 | $14.48 | 1/4/2034 | | | | R. Nolan Townsend | 1/5/2024(7) | — | | $— | | 43,750 | $287,875 | | Jose Manuel Otero, Ph.D. | 6/12/2024(8) | — | 187,500 | $18.19 | 6/11/2034 | | | | Jose Manuel Otero, Ph.D. | 6/12/2024(9) | — | | $— | | 31,250 | $205,625 | | Eric Adler, M.D. | 11/4/2021(10) | 39,284 | | $4.87 | 11/3/2031 | | | | Eric Adler, M.D. | 11/4/2021(11) | 26,707 | | $4.87 | 11/3/2031 | | | | Eric Adler, M.D. | 3/14/2023(12) | 181,250 | | $17.59 | 3/13/2033 | | | | Eric Adler, M.D. | 8/22/2023(13) | 9,438 | | $11.02 | 8/21/2033 | | | | Eric Adler, M.D. | 2/2/2024(14) | — | 161,250 | $17.00 | 2/1/2034 | | | | Eric Adler, M.D. | 2/2/2024(15) | — | | $— | | 26,875 | $176,838 |
Outstanding Equity Awards at Fiscal 2024 Year-End
(1) Outstanding options to purchase shares of our common stock granted prior to November 2, 2023 were granted pursuant to our 2021 Plan, and outstanding options to purchase shares of our common stock granted on or after November 2, 2023 were granted pursuant to our 2023 Equity Incentive Plan (the “2023 Plan”) (as defined below). (2) This column represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors. (3) Vesting Commencement Date: November 21, 2020. 25% of the shares underlying the option vested on November 21, 2021, and 1/48th of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person’s continuous service. (4) Vesting Commencement Date: August 11, 2021. 25% of the shares underlying the option vested on August 11, 2022, and 1/48th of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person’s continuous service. (5) Vesting Commencement Date: August 22, 2023. 25% of the shares underlying the option vested on August 22, 2024, and 1/48th of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person’s continuous service. Vesting Commencement Date: January 5, 2024. 25% of the shares underlying the option vested on January 5, 2025, and 1/48th of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person’s continuous service. Vesting Commencement Date: February 15, 2024. One-fourth (1/4) of the Number of restricted stock units vested on February 15, 2025, and one-sixteenth (1/16) of the Number of restricted stock units shall vest in quarterly installments thereafter on each May 15, August 15, November 15, and February 15 thereafter, subject to the Reporting Person's continuous service. Vesting Commencement Date: May 20, 2024. 25% of the shares underlying the option shall vest on May 20, 2025, and 1/48th of the shares underlying the option shall vest in monthly installments thereafter, subject to the Reporting Person’s continuous service. (9) Vesting Commencement Date: August 15, 2024. One-fourth (1/4) of the Number of restricted stock units shall vest on August 15, 2025, and one-sixteenth (1/16) of the Number of restricted stock units shall vest in quarterly installments thereafter on each August 15, November 15, February 15, and May 15 thereafter, subject to the Reporting Person's continuous service. (10) Vesting Commencement Date: July 16, 2021. 1/48th of the shares underlying the option vested or shall vest in monthly installments commencing on August 1, 2021, subject to the Reporting Person’s continuous service. (11) Vesting Commencement Date: November 4, 2021. 100% of the shares are fully vested and exercisable as of June 3, 2022. (12) Vesting Commencement Date: August 1, 2022. 25% of the shares underlying the option vested on August 1, 2023, and 1/48th of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person’s continuous service. (13) Vesting Commencement Date: August 22, 2023. 25% of the shares underlying the option vested on August 22, 2024, and 1/48th of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person’s continuous service. (14) Vesting Commencement Date: February 2, 2024. 25% of the shares underlying the option vested on February 2, 2025, and 1/48th of the shares underlying the option vested or shall vest in monthly installments thereafter, subject to the Reporting Person’s continuous service. (15) Vesting Commencement Date: February 15, 2024. One-fourth (1/4) of the Number of restricted stock units vested on February 15, 2025, and one-sixteenth (1/16) of the Number of restricted stock units shall vest in quarterly installments thereafter on each May 15, August 15, November 15, and February 15 thereafter, subject to the Reporting Person's continuous service.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Under the employment agreement we entered into with R. Nolan Townsend, which is further described in the section titled “Employment Arrangements with our Named Executive Officers,” if Mr. Townsend resigns for good reason or his employment is terminated without cause by us or a successor, in either case within three months prior to or within twelve months following a “change in control” (as defined in his employment agreement), Mr. Townsend will be eligible to receive the following severance benefits: (1) severance pay equal to 100% of Mr. Townsend’s then-current base salary for a period of eighteen months, payable in a single lump sum sixty days following Mr. Townsend’s last day of employment; (2) a bonus calculated at 150% of the target annual discretionary cash bonus, payable in a single lump sum within thirty days following Mr. Townsend’s last day of employment; and (3) reimbursement of COBRA premiums for him and his eligible dependents from his last day of employment until the earlier of: (i) eighteen months, (ii) the time Mr. Townsend accepts employment with another employer that provides comparable benefits, or (iii) the date Mr. Townsend ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In addition, 100% of the shares subject to the options granted to Mr. Townsend will vest and become exercisable. As a condition to receiving the severance benefits above, Mr. Townsend must sign and not revoke a general release agreement in a form reasonably acceptable to us within the time period set forth in his employment agreement and continue to comply with his obligations related to confidentiality and competitive activity. Jose Manuel Otero, Ph.D. Under the employment agreement we entered into with Jose Manuel Otero, Ph.D. which is further described in the section titled “Employment Arrangements with our Named Executive Officers,” if he resigns for “good reason” or we terminate his employment without “cause” (each as defined in his employment agreement), then Dr. Otero will be eligible to receive the following severance benefits (less applicable withholdings): (1) severance pay equal to 100% of Dr. Otero's then-current base salary for a period of twelve months, payable in a single lump sum sixty days following Dr. Otero's last day of employment; and (2) reimbursement of COBRA premiums for him and his eligible dependents from his last day of employment until the earlier of: (i) twelve months, (ii) the time Dr. Otero accepts employment with another employer that provides comparable benefits, or (iii) the date Dr. Otero ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. Further, if Dr. Otero resigns for good reason or his employment is terminated without cause by us or a successor, in either case within three months prior to or within twelve months following a “change in control” (as defined in his employment agreement), Dr. Otero will be eligible to receive the following severance benefits: (1) severance pay equal to 100% of Dr. Otero's then-current base salary for a period of twelve months, payable in a single lump sum sixty days following Dr. Otero's last day of employment; (2) a bonus calculated at 100% of his target annual discretionary cash bonus, payable in a single lump sum within thirty days following Dr. Otero's last day of employment; and (3) reimbursement of COBRA premiums for him and his eligible dependents from his last day of employment until the earlier of: (i) twelve months, (ii) the time Dr. Otero accepts employment with another employer that provides comparable benefits, or (iii) the date Dr. Otero ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In addition, 100% of the shares subject to the options granted to Dr. Otero will vest and become exercisable. As a condition to receiving the severance benefits above, Dr. Otero must sign and not revoke a general release agreement in a form reasonably acceptable to us within the time period set forth in his employment agreement and continue to comply with his obligations related to confidentiality and competitive activity. Eric Adler, M.D. Under the employment agreement we entered into Eric Adler, M.D., which is further described in the section titled “Employment Arrangements with our Named Executive Officers,” if he resigns for “good reason” or we terminate his employment without “cause” (each as defined in his employment agreement), then Dr. Adler will be eligible to receive the following severance benefits (less applicable withholdings): (1) severance pay equal to 100% of his then-current base salary for a period of twelve months, payable in a single lump sum sixty days following Dr. Adler’s last day of employment; and (2) reimbursement of COBRA premiums for him and his eligible dependents from his last day of employment until the earlier of: (i) twelve months, (ii) the time Dr. Adler becomes eligible for group health insurance through a new employer, or (iii) the date Dr. Adler ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. Further, if Dr. Adler resigns for good reason or his employment is terminated without cause by us or a successor, in either case within three months prior to or within twelve months following a “change in control” (as defined in his employment agreement), Dr. Adler will instead be eligible to receive the following severance benefits: (1) severance pay equal to 100% of his then-current base salary for a period of twelve months, payable in a single lump sum sixty days following his last day of employment; (2) a bonus calculated at 100% of his target annual discretionary cash bonus, payable in a single lump sum within thirty days following his last day of employment; and (3) reimbursement of COBRA premiums for his and his eligible dependents from his last day of employment until the earlier of: (i) twelve months, (ii) the time Dr. Adler becomes eligible for group health insurance through a new employer, or (iii) the date Ms. Robertson ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In addition, 100% of the shares subject to the options granted to Dr. Adler will vest and become exercisable. As a condition to receiving the severance benefits above, Dr. Adler must sign and not revoke a general release agreement in a form reasonably acceptable to us within the time period set forth in his employment agreement and continue to comply with his obligations related to confidentiality and competitive activity.
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 and officers for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors and officers of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors or officers (as applicable), except liability for: • any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders; any act or omission by a director or officer not in good faith or that involves intentional misconduct or a knowing violation of law; a director’s authorization of unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; any transaction from which the director or officer derived an improper personal benefit; or • an action by or in the right of the corporation against an officer. These limitations of liability do 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 and our amended and restated bylaws provide that we are required to indemnify our directors to the fullest extent permitted by Delaware law. Our amended and restated bylaws also provide that, upon satisfaction of certain conditions, we are required to advance expenses incurred by a director 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. Our amended and restated bylaws also provide our board of directors with discretion to indemnify our officers and employees when determined appropriate by the board. In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we have entered into indemnification agreements with each of our directors and with each of our executive officers. With certain exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and executive 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. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought and we are not aware of any threatened litigation that may result in claims for indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our 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. PROPOSAL NO. 1:
ELECTION OF CLASS II DIRECTORS
ELECTION OF CLASS II DIRECTORS