DEF 14A of Seer, Inc., May 28, 2025

DEF 14A of Seer, Inc.

Filed May 28, 2025 · FY20240000950170-25-078352

Open on EDGAR

  1. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Our business affairs are managed under the direction of our board of directors, which currently consists of seven members. Our board of directors has affirmatively determined that five of our seven directors qualify as “independent” within the meaning of the listing standards of the Nasdaq Stock Market LLC (Nasdaq). Upon the recommendation of our corporate governance and nominating committee, we are nominating Drs. Farokhzad, Langer and Roelofs, Ms. Gulyani and Messrs. McGuire and Nishar as directors at the Annual Meeting to serve for a one-year term until our 2026 annual meeting of stockholders. The following table sets forth the names and ages as of March 31, 2025 and certain other information for each of the directors:

  2. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Name | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | | Omid Farokhzad, M.D. | 56 | Chief Executive Officer and Chair of the Board of Directors | 2017 | 2025 | 2026 | | Meeta Gulyani (1) | 56 | Director | 2021 | 2025 | 2026 | | David Hallal (1)(2)(3) | 58 | Director | 2018 | 2025 | - | | Terrance McGuire (1)(2) | 69 | Director | 2017 | 2025 | 2026 | | Robert Langer, Sc.D.(4) | 76 | Director | 2017 | 2025 | 2026 | | Dipchand (Deep) Nishar (3)(4) | 56 | Director | 2021 | 2025 | 2026 | | Nicolas Roelofs, Ph.D. (2)(3)(4) | 67 | Lead Independent Director | 2024 | 2025 | 2026 |

  3. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    (1) Member of our audit committee (2) Member of our talent and compensation committee (3) Member of our corporate governance and nominating committee (4) Member of our science and technology committee Omid Farokhzad, M.D. co-founded our Company and has served as our Chief Executive Officer since February 2018, and as a member of our board of directors since March 2017, serving as the Chair since September 2020, and as President of the Company from September 2022 until November 2023. He served as the executive chair of Dynamics Special Purpose Corp., a blank check company, from May 2021 until June 2022. From September 2004 to February 2018, he was a Professor at Harvard Medical School and directed the Center for Nanomedicine at Brigham and Women’s Hospital. He previously co-founded BIND Therapeutics, a biotechnology company acquired by Pfizer Inc., Selecta Biosciences, Inc., a clinical-stage biotechnology company, and Tarveda Therapeutics, Inc., a clinical stage biopharmaceutical company. He currently serves as a member of the board of directors of several privately-held companies and previously served as a director of Senti Biosciences, Selecta Biosciences and BIND Therapeutics. He holds an M.A. and M.D. from Boston University and an M.B.A. from Massachusetts Institute of Technology Sloan School of Management. We believe Dr. Farokhzad is qualified to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer, his experience in leadership positions in the biotechnology and life science industry, his educational background and his strong scientific knowledge. Meeta Gulyani has served as a member of our board of directors since November 2021. Ms. Gulyani has served as Senior Vice President, General Manager, Bioprocessing and Head of Life Science Strategy of Ecolab, since December 2024. From October 2023 to February 2024, she was a member of Novo Advisory Group, a management advisory firm assisting both healthy companies and those facing financial difficulty. From January 2016 to August 2023, she served as Executive Vice President, Head of Strategy, Business Development and Transformation at the Life Science business of Merck KGaA, Darmstadt, Germany, a global life science and technology company, which operates as MilliporeSigma in U.S. and Canada. From May 2014 to December 2015, she served as Executive Vice President, Head of Global Strategy and Franchises at the Pharmaceutical business of Merck KGaA, Darmstadt, Germany, which operates as EMD Serono, Inc. in U.S. and Canada. From January 2012 to April 2014, Ms. Gulyani served as General Manager, India Management Center at Roche Pharmaceuticals, division of Roche Holding AG, a healthcare company. Ms. Gulyani currently serves as an advisory board member of Single Use Support GmbH. Ms. Gulyani holds a M.B.A. from the Asian Institute of Management, Philippines, accompanied by an exchange program at the Wharton School of the University of Pennsylvania. She earned a bachelor’s degree in economics from the Shri Ram College of Commerce at Delhi University in India. We believe Ms. Gulyani is qualified to serve on our board of directors because of her extensive experience in the life sciences industry and experience across markets, including Asia. David Hallal has served as a member of our board of directors since February 2018 and as Lead Independent Director from September 2020 to August 2024. Mr. Hallal has served as Chief Executive Officer of ElevateBio LLC, a biotechnology company he co-founded, since December 2017. Mr. Hallal had served as Chief Executive Officer of AlloVir, Inc., a late clinical-stage cell therapy company from September 2018 to March 2021. Prior to that, from June 2006 to December 2016, Mr. Hallal served in executive roles of increasing responsibility at Alexion Pharmaceuticals, Inc., a pharmaceutical company, most recently serving as Chief Executive Officer from April 2015 to December 2016, Chief Operating Officer from September 2014 to April 2015 and Chief Commercial Officer, Head of Commercial Operations from July 2006 to September 2014, as well as a member of the Board of Directors from September 2014 to December 2016. Mr. Hallal currently serves as Chairman of the board at AlloVir, ElevateBio, Scholar Rock Holding Corp. and iTeos Therapeutics S.A. He holds a B.A. in Psychology from the University of New Hampshire. We believe Mr. Hallal is qualified to serve on our board of directors because of his extensive business experience and knowledge of company operations, and his experience working with companies in the life sciences industry. Terrance McGuire has served as a member of our board of directors since December 2017. Mr. McGuire is a founding partner of Polaris Partners. Prior to starting Polaris Partners in 1996, Mr. McGuire spent seven years at Burr, Egan, Deleage & Co., investing in early stage medical and information technology companies. He currently serves on the board of directors of Invivyd, Inc. (formerly Adagio Therapeutics, Inc.), Tectonic Therapeutic, and Whitehead Institute, and previously served on the board of directors of Acceleron Pharma, Inc., Alector, Inc., Arsanis, Inc., Cyclerion Therapeutics, Inc., Ironwood Pharmaceuticals, Inc., Pulmatrix, Inc., and The David H. Koch Institute for Integrative Cancer Research at the Massachusetts Institute of Technology. Mr. McGuire also serves as a member of the Board of The Arthur Rock Center for Entrepreneurship at Harvard Business School and The Healthcare Initiative Advisory Board and on the Board of Advisors of the Thayer School of Engineering at Dartmouth College. Mr. McGuire holds a B.S. in Physics and Economics from Hobart College, an M.S. in Engineering from the Thayer School at Dartmouth College and an M.B.A. from Harvard Business School. We believe Mr. McGuire is qualified to serve on our board of directors because of his substantial corporate development and business strategy expertise gained in the venture capital industry. Robert Langer, Sc.D. has served as a member of our board of directors since December 2017. Dr. Langer has served as an Institute Professor at the Massachusetts Institute of Technology since July 2005. He currently serves on the board of directors of Abpro Bio Co. Ltd., Frequency Therapeutics, Inc., and Puretech Health plc, and previously served on the board of directors of Alkermes, Inc., Lyra Therapeutics, Inc., Kala Pharmaceuticals, Inc., Moderna, Inc., Momenta Pharmaceuticals, Inc., Millipore Corp., Rubius Therapeutics and Wyeth. Dr. Langer currently serves on the Board of Trustees at Boston Children’s Hospital. Dr. Langer holds a B.S. in Chemical Engineering from Cornell University and an Sc.D. in Chemical Engineering from Massachusetts Institute of Technology. We believe Dr. Langer is qualified to serve on our board of directors because of his pioneering academic work, extensive medical and scientific knowledge, and experience serving on public company board of directors.

  4. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Dipchand (Deep) Nishar has served as a member of our board of directors since February 2021. Mr. Nishar has been a Managing Director at General Catalyst since January 2022. From June 2015 to December 2021, he served as a Senior Managing Partner of SoftBank Investment Advisers (US) Inc., a private equity company. From January 2009 to October 2014, he was with LinkedIn Corporation, an employment-oriented online service company acquired by Microsoft Corporation, where he served as Senior Vice President, Product and User Experience from May 2011 to October 2014 and as Vice President, Products from January 2009 to May 2011. From August 2003 to January 2009, Mr. Nishar served in various executive roles with Google Inc., a technology company that specializes in Internet-related services and products, most recently as the Senior Director of Products for the Asia-Pacific region. Mr. Nishar served on the board of directors of Dynamics Special Purpose Corp., from May 2021 until June 2022, and Vir Biotechnology, Inc., from August 2017 until June 2022. He currently serves as a member of the board of directors of several privately-held companies. Mr. Nishar previously served on the board of directors of Guardant Health, Inc., from October 2018 until June 2020, Relay Therapeutics, Inc., from June 2019 until December 2021, TripAdvisor, Inc., from August 2013 until June 2019, and Zymergen Inc., from October 2016 until September 2020. Mr. Nishar holds a B. Tech from the Indian Institute of Technology, an M.S. in Electrical Engineering from the University of Illinois, Urbana-Champaign and an M.B.A. from Harvard Business School. We believe Mr. Nishar is qualified to serve on our board of directors due to his extensive background in the technology industry and his investment activities in the life science sector. Nicolas Roelofs, Ph.D. has served as a member of our board of directors and as Lead Independent Director since August 2024. Dr. Roelofs has served as a Principal of Summa Equity AB since July 2019. Dr. Roelofs has also served as Industrial Advisor of Nordic Capital since 2014. Dr. Roelofs has served on the Board of Directors of Olink Holding AB (Nasdaq: OLK), a Swedish publicly limited liability company that trades on the Nasdaq Global Market, since December 2020. From March 2020 to November 2024, Dr. Roelofs has served as chairman of the board of directors of multiple privately-held companies, including Sengenics Corporation Pte Ltd., One BioMed Pte Ltd. and ScaleBio Ltd. Dr. Roelofs also serves as a member of the board of directors of multiple privately-held companies, including Velsera, Inc. and LGC Group. Dr. Roelofs previously served as the President of the Life Sciences Group at Agilent Technologies, Group Operations Officer for the Life Sciences Division of Bio-Rad Inc., and Chief Operating Officer of Stratagene Inc. Dr. Roelofs received his Bachelor of Science in chemistry, biology, and German from Simpson College, his Master of Science in organic chemistry from Iowa State University, and his doctorate in organic chemistry from University of Nevada, Reno. We believe Dr. Roelofs is qualified to serve on our board of directors due to his extensive business experience of company operations in the life science sector, extensive scientific knowledge, and experience serving on public company board of directors.

  5. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our corporate governance and nominating committee uses a variety of methods, including engaging the services of outside consultants and search firms, to identify and evaluate director nominees. In its evaluation of director candidates, our corporate governance and nominating committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Some of the qualifications that our corporate governance and nominating committee considers include such factors as character, integrity, judgment, diversity (including, without limitation, diversity in terms of gender, race, ethnicity and experience), age, independence, skills, education, expertise, business acumen, corporate experience, length of service, understanding of our business and other commitments, among other things. Nominees must also have the highest personal and professional ethics and integrity and skills that are complementary to those of the existing directors. Director candidates must have the ability to assist and support management and make significant contributions to our success based on proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment. Nominees must also have an understanding of the fiduciary responsibilities that are required of a member of our board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board of directors and applicable committee meetings. Our corporate governance and nominating committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. The corporate governance and nominating committee considers the suitability of each director candidate, including current directors, in light of the current size and composition of our board. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that our board of directors should be a diverse body, and our corporate governance and nominating committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our corporate governance and nominating committee may take into account the benefits of diverse viewpoints. Our corporate governance and nominating committee also considers these and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, our corporate governance and nominating committee recommends to our full board of directors the director nominees for selection.

  6. Director Compensation

    Director Compensation In connection with our initial public offering, our board of directors adopted, and our stockholders approved, a compensation policy for our non-employee directors, which has since been amended from time to time, including most recently on February 26, 2025, and prior to that on February 28, 2024. This policy was initially developed, and has generally been reviewed annually and updated periodically with input from our talent and compensation committee’s independent compensation consultant, Aon’s Human Capital Solutions practice, a division of Aon plc (Aon, formerly Radford), regarding practices and compensation levels at comparable companies. It is designed to attract, retain and reward non-employee directors. Under the outside director compensation policy, each non-employee director receives the cash and equity compensation for his or her services as a member of our board of directors, as described below. We also reimburse our non-employee directors for reasonable, customary and documented travel expenses to meetings of our board of directors or its committees. The director compensation policy and our 2020 Equity Incentive Plan (the 2020 Plan) includes a maximum annual limit of $750,000 or, in the first year of a non-employee director’s service on our board of directors as a non-employee director, $1,000,000, of equity awards granted and other compensation provided to a non-employee director in any fiscal year. For purposes of these limitations, the value of an equity award is based on its grant date fair value (determined in accordance with generally accepted accounting principles, or GAAP). Any equity awards granted or other compensation provided to a person for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors. Cash Compensation Our outside director compensation policy provides for the following cash compensation program for our non-employee directors: • $42,500 per year for service as a non-employee director; • $25,000 per year for service as lead independent director; • $20,000 per year for service as Chair of the audit committee; • $10,000 per year for service as a member of the audit committee; • $15,000 per year for service as Chair of the talent and compensation committee; • $7,500 per year for service as a member of the talent and compensation committee; • $10,000 per year for service as Chair of the corporate governance and nominating committee; • $5,000 per year for service as a member of the corporate governance and nominating committee; • $10,000 per year for service as Chair of the science and technology committee; and • $5,000 per year for service as a member of the science and technology committee. Each non-employee director who serves as a committee Chair receives only the additional annual cash fee as the Chair of the committee, and not the additional annual fee as a member of the committee. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis. The annual retainer fee for service on our board of directors for fiscal 2024 was increased from $40,000 to $42,500, under our outside director compensation policy as amended on February 28, 2024. Equity Compensation Initial Awards Each person who first becomes a non-employee director will receive, on the first trading day on or after the date that the person first becomes a non-employee director, certain initial equity awards (collectively, the Initial Award), pursuant to our outside director compensation policy: • As amended on February 26, 2025, of stock options to purchase 61,000 shares of our common stock and restricted stock units covering 41,000 shares of our common stock; or • As amended on February 28, 2024 (and until amended on February 26, 2025), of stock options to purchase 69,470 shares of our common stock and restricted stock units covering 46,886 shares of our common stock. The Initial Award vests in three equal annual installments following the director's start date, on the same day of the month as the start date, subject to continued services to us through the applicable vesting dates. If the person was a member of our board of directors and also an employee, then becoming a non-employee director due to termination of employment will not entitle the person to an Initial Award. Annual Awards Each non-employee director automatically will receive, on the date of each annual meeting of our stockholders (an Annual Meeting), certain annual award or awards (collectively, the Annual Award), pursuant to our outside director compensation policy: • As amended on February 26, 2025, of stock options to purchase 30,500 shares of our common stock (the Annual Option Award) and restricted stock units covering 20,500 shares of our common stock (the Annual RSU Award); or • As amended on February 28, 2024 (and until amended on February 26, 2025), of restricted stock units covering 58,178 shares of our common stock. Under each of the above versions of our outside director compensation policy, if an individual began service as a non-employee director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting, then the Annual Award granted to such non-employee director will be prorated based on the number of whole months that the individual served as a non-employee director prior to the Annual Award’s grant date during the 12 month period immediately preceding such Annual Meeting or such effective registration statement date, as applicable. Each Annual Award will be scheduled to vest as to all of the shares of our common stock subject to such award on the earlier of (i) the one year anniversary of the date the Annual Award is granted or (ii) the day immediately before the date of the next Annual Meeting that occurs after the grant date of the Annual Award, subject to continued services to us through the applicable vesting date. Change in Control. In the event of our change in control, as defined in our 2020 Equity Incentive Plan, each non-employee director’s then outstanding equity awards covering shares of our common stock that were granted to him or her while a non-employee director will accelerate vesting in full, provided that he or she remains a non-employee director through the date of our change in control. Other Award Terms. Each Initial Award and Annual Award will be granted under our 2020 Equity Incentive Plan (or its successor plan, as applicable) and cover shares of our Class A common stock, and are subject to the terms and conditions of such plan and form of award agreement thereunder. These awards will have a maximum term to expiration of ten years from their grant and a per share exercise price equal to 100% of the fair market value of a share of our common stock on the award’s grant date.

  7. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024 Directors who are also our employees receive no additional compensation for their service as directors. Omid Farokhzad, M.D., our Chief Executive Officer, was an employee director during 2024. See the section titled “Executive Compensation” for additional information about Dr. Farokhzad’s compensation. The following table presents the total compensation each of our non-employee directors received during the year ended December 31, 2024. Other than as set forth in the table, we did not pay any compensation, make any equity awards or non-equity awards to or pay any other compensation to any of our non-employee directors in 2024.

  8. Director Compensation for Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | David Hallal | 79,158 | 108,793 | — | — | 187,951 | | Robert Langer, Sc.D. | 52,500 | 108,793 | — | 75,000(2) | 236,293 | | Terrance McGuire | 67,500 | 108,793 | — | — | 176,293 | | Rachel Haurwitz, Ph.D.(3) | 33,913 | 108,793 | — | — | 142,706 | | Meeta Gulyani | 72,500 | 108,793 | — | — | 181,293 | | Dipchand (Deep) Nishar | 52,500 | 108,793 | — | — | 161,293 | | Nicolas Roelofs, Ph.D.(4) | 30,577 | 79,706 | 85,809 | — | 196,092 |

  9. Director Compensation for Fiscal Year 2024

    (1) The amount in this column represents the aggregate grant-date fair value of the award as computed as of the grant date of each option awarded in fiscal 2024 in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC Topic 718. The assumptions used in calculating the grant-date fair value of the awards reported in this column are set forth in the notes to our financial statements included in our Annual Report on Form 10-K filed with the SEC on March 3, 2025. (2) Consists of a fixed annual consulting fee arrangement for Dr. Langer’s service on our Scientific Advisory Board in 2024. (3) Dr. Haurwitz resigned from our board of directors in July 2024. Dr. Roelofs joined our board of directors in August 2024. The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2024:

  10. Director Compensation for Fiscal Year 2024

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | David Hallal | 1/28/2020 | 101,886(2) | — | 2.70 | 1/27/2030 | — | — | | | 7/28/2020 | 51,753(3) | — | 3.47 | 7/27/2030 | — | — | | | 9/11/2020 | 38,422(4) | — | 3.47 | 9/10/2030 | — | — | | | 12/3/2020 | 18,691(5) | — | 19.00 | 12/2/2030 | — | — | | | 6/17/2021 | 15,000(6) | — | 33.74 | 6/17/2031 | — | — | | | 6/15/2022 | 29,640(7) | — | 7.33 | 6/15/2032 | — | — | | | 6/14/2023 | 34,735(8) | — | 4.33 | 6/14/2033 | — | — | | | 6/12/2024 | — | — | — | — | 58,178(13) | 134,391 | | Robert Langer, Sc.D. | 5/18/2018 | 104,048(9) | — | 0.05 | 5/17/2028 | — | — | | | 1/28/2020 | 101,886(2) | — | 2.70 | 1/27/2030 | — | — | | | 7/28/2020 | 121,562(3) | — | 3.47 | 7/27/2030 | — | — | | | 12/3/2020 | 18,691(5) | — | 19.00 | 12/2/2030 | — | — | | | 6/17/2021 | 15,000(6) | — | 33.74 | 6/17/2031 | — | — | | | 6/15/2022 | 29,640(7) | — | 7.33 | 6/15/2032 | — | — | | | 6/14/2023 | 34,735(8) | — | 4.33 | 6/14/2033 | — | — | | | 6/12/2024 | — | — | — | — | 58,178(13) | 134,391 | | Terrance McGuire | 1/28/2020 | 101,886(2) | — | 2.70 | 1/27/2030 | — | — | | | 7/28/2020 | 58,415(3) | — | 3.47 | 7/27/2030 | — | — | | | 12/3/2020 | 18,691(5) | — | 19.00 | 12/2/2030 | — | — | | | 6/17/2021 | 15,000(6) | — | 33.74 | 6/17/2031 | — | — | | | 6/15/2022 | 29,640(7) | — | 7.33 | 6/15/2032 | — | — | | | 6/14/2023 | 34,735(8) | | 4.33 | 6/14/2033 | — | — | | | 6/12/2024 | — | — | — | — | 58,178(13) | 134,391 | | Meeta Gulyani | 11/29/2021 | 30,000(10) | — | 21.52 | 11/29/2031 | — | — | | | 6/15/2022 | 16,159(7) | — | 7.33 | 6/15/2032 | — | — | | | 6/14/2023 | 34,735(8) | — | 4.33 | 6/14/2033 | — | — | | | 6/12/2024 | — | — | — | — | 58,178(13) | 134,391 | | Dipchand (Deep) Nishar | 3/2/2022 | 27,500 | 2,500(11) | 13.84 | 3/2/2032 | — | — | | | 6/15/2022 | 29,640(7) | — | 7.33 | 6/15/2032 | — | — | | | 6/14/2023 | 34,735(8) | — | 4.33 | 6/14/2033 | — | — | | | 6/12/2024 | — | — | — | — | 58,178(13) | 134,391 | | Nicolas Roelofs, Ph.D. | 8/13/2024 | — | 69,470(12) | 1.70 | 8/13/2034 | — | — | | | 8/13/2024 | — | — | — | — | 46,886(14) | 108,307 |

  11. Director Compensation for Fiscal Year 2024

    (1) The amounts in this column are based upon the last reported price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2024, which was $2.31. (2) Shares subject to the option vested in 48 equal monthly installments beginning on February 28, 2020, subject to continued service to the Company. (3) Shares subject to the option vested in 48 equal monthly installments beginning on August 28, 2020, subject to continued service to the Company. (4) Shares subject to the option vested in 48 equal monthly installments beginning on October 11, 2020, subject to continued service to the Company. (5) Shares subject to the option vested in 6 equal monthly installments beginning on January 3, 2021, subject to continued service to the Company. (6) Shares subject to the option vested in full on June 15, 2022. (7) Shares subject to the option vested in full on June 14, 2023. (8) Shares subject to the option or stock award vest in full on June 11, 2024, subject to continued service to the Company. (9) The shares underlying the option are subject to an early exercise provision and are immediately exercisable. One-fourth of the shares underlying the option vested on March 23, 2019, and 1/48th of the shares vested monthly thereafter, subject to continued service to the Company. Shares subject to the option vested in 36 equal monthly installments beginning on December 9, 2021, subject to continued service to the Company. Shares subject to the option vested in 36 equal monthly installments beginning on April 2, 2022, subject to continued service to the Company. (12) Shares subject to the option vest in 3 equal annual installments beginning on August 13, 2025, subject to continued service to the Company. (13) Shares subject to the stock award vest in full on June 12, 2025, subject to continued service to the Company. Shares subject to the stock award vest in full on August 13, 2025, subject to continued service to the Company.

  12. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is currently composed of seven members. Immediately following the Annual Meeting, the number of authorized directors will be reduced from seven to six directors as Mr. Hallal, one of our current directors, is not standing for re-election and will no longer serve on our board of directors following the Annual Meeting. Mr. Hallal served on our board of directors since 2018, and we extend our gratitude to Mr. Hallal for his years of service and contributions to the Company. We are currently evaluating the appropriate membership and composition of our board of directors and its committees following the Annual Meeting, including with regard to maintaining compliance with SEC rules and regulations and the Nasdaq listing standards. At the Annual Meeting, each of our six nominees will be up for election for a one-year term ending at the 2026 annual meeting of stockholders or upon the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal.

  13. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our named executive officers during the years ended December 31, 2024 and 2023.

  14. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Omid Farokhzad, M.D. Chief Executive Officer | 2024 | 619,208 | 937,452 | 1,422,924 | 397,174 | 173,192 | 3,549,950 | | | 2023 | 596,459 | 1,845,180 | 2,170,350 | 423,653 | 161,689 | 5,197,331 | | David Horn President and Chief Financial Officer | 2024 | 525,888 | 292,117 | 389,251 | 218,264 | 2,500 | 1,428,020 | | | 2023 | 461,250 | 321,300 | 467,460 | 197,886 | 2,500 | 1,450,396 | | Elona Kogan (3) Former Chief Legal Officer | 2024 | 286,115 | 217,981 | 302,699 | — | 2,500 | 809,295 | | | 2023 | 416,487 | 321,300 | 467,460 | 156,870 | 2,500 | 1,364,617 |

  15. Summary Compensation Table

    (1) The amount in this column represents the aggregate grant-date fair value of the award as computed as of the grant date of each restricted stock unit award and option awarded in fiscal 2024 in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC Topic 718, and the incremental fair value, computed as of the modification date, in accordance with ASC Topic 718, of stock options that were repriced during fiscal 2024. For additional details regarding such option repricing, see the discussion further below under “2024 Modification of Equity Grants”. The assumptions used in calculating the grant-date fair value of the awards reported in this column are set forth in the notes to our financial statements included in our Annual Report on Form 10-K filed with the SEC on March 3, 2025. (2) For 2024, “all other compensation” includes the following: (i) reimbursement of commuting costs of $93,569 and gross up allowance for Dr. Farokhzad of $77,123 and (ii) 401(k) plan matching contributions in the amount of $2,500 for each named executive officer. For 2023, “all other compensation” includes the following: (i) reimbursement of commuting costs of $88,532 and gross up allowance for Dr. Farokhzad of $70,657 and (ii) 401(k) plan matching contributions in the amount of $2,500 for each named executive officer. Ms. Kogan resigned effective July 26, 2024.

  16. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.

  17. Outstanding Equity Awards at 2024 Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Omid Farokhzad, M.D. | 1/28/2020 | 915,524(3) | — | 2.00 | 1/27/2030 | — | — | | | 7/28/2020 | 532,718(4) | — | 2.00 | 7/28/2030 | — | — | | | 12/3/2020 | 584,265(5) | — | 2.00 | 12/3/2030 | — | — | | | 2/1/2021 | 83,375 | 3,625(6) | 2.00 | 1/31/2031 | — | — | | | 2/1/2021 | — | — | — | — | 21,750(7) | 50,243 | | | 2/8/2022 | 52,010(8) | 21,415(9) | 18.27 | 2/8/2032 | — | — | | | 2/8/2022 | 52,010(8) | 21,415(9) | 19.10 | 2/8/2032 | — | — | | | 2/8/2022 | 52,010(8) | 21,415(9) | 19.93 | 2/8/2032 | — | — | | | 2/8/2022 | 52,010(8) | 21,415(9) | 20.76 | 2/8/2032 | — | — | | | 2/8/2022 | — | — | — | — | 77,500(10) | 179,025 | | | 2/15/2023 | — | 650,000(11) | 2.00 | 2/15/2033 | — | — | | | 2/15/2023 | — | — | — | — | 301,500(12) | 696,465 | | | 2/6/2024 | — | 1,032,901(13) | 1.77 | 2/6/2034 | — | — | | | 2/6/2024 | — | — | — | — | 529,634(14) | 1,223,455 | | David Horn | 4/1/2020 | 566,547(15) | — | 2.00 | 4/1/2030 | — | — | | | 7/28/2020 | 140,682(4) | — | 3.47 | 7/28/2030 | — | — | | | 12/3/2020 | 135,100(5) | — | 2.00 | 12/3/2030 | — | — | | | 2/1/2021 | 32,703 | 1,422(6) | 2.00 | 1/31/2031 | — | — | | | 2/1/2021 | — | — | — | — | 8,532(7) | 19,709 | | | 2/8/2022 | 87,833 | 36,167(9) | 2.00 | 2/8/2032 | — | — | | | 2/8/2022 | — | — | — | — | 31,000(10) | 71,610 | | | 2/15/2023 | — | 140,000(11) | 2.00 | 2/15/2033 | — | — | | | 2/15/2023 | — | — | — | — | 52,500(12) | 121,275 | | | 2/6/2024 | — | 140,000(16) | 1.77 | 2/6/2034 | — | — | | | 2/6/2024 | — | 142,557(17) | 1.77 | 2/6/2034 | — | — | | | 2/6/2024 | — | — | — | — | 165,038(14) | 381,238 |

  18. Outstanding Equity Awards at 2024 Year-End

    (1) Each of the outstanding equity awards was granted pursuant to our 2017 Stock Incentive Plan, as amended and restated, 2020 Plan or 2020 RSU Equity Incentive Plan. (2) The amounts in this column are based upon the last reported price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2024, which was $2.31. (3) The shares underlying the option are subject to an early exercise provision and are immediately exercisable. One-fourth of the shares underlying the option vest on January 28, 2021, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continued service to the Company. (4) The shares underlying the option are subject to an early exercise provision and are immediately exercisable. One-fourth of the shares underlying the option vest on July 28, 2021, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continued service to the Company. (5) One-fourth of the shares underlying the option vest on December 3, 2021, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continued service to the Company. (6) One-fourth of the shares underlying the option vest on February 1, 2022, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continued service to the Company. (7) Shares underlying the RSU award vest in four equal annual installments beginning on February 1, 2022, subject to continued service to the Company. (8) The premium-priced performance options were granted to our Chief Executive Officer (CEO) in four equal tranches with strike prices equal to amounts that equated to 10%, 15%, 20% and 25% premiums on our stock price on the date of grant. One-fourth of the shares underlying the option vest on February 8, 2023, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continued service to the Company. Shares underlying the RSU award vest in four equal annual installments beginning on February 15, 2023, subject to continued service to the Company. (11) The option is subject to vesting requirements based upon achievement of specified performance-based criteria (the "Stock Price Hurdle") which requires that the Company achieves a stock price equal to or greater than 150% of the option exercise price during the period beginning on the grant date and ending on February 15, 2030 (the "Performance Period"). As discussed further below under “2024 Modification of Equity Grants,” the option was modified during fiscal 2024 to have an exercise price per share of $2.00 and stock price hurdle of $3.00 per share. If the Stock Price Hurdle is achieved within the Performance Period, then one fourth of the shares subject to the option vest on the date that achievement of the Stock Price Hurdle is certified and the remaining shares vest annually thereafter in three equal installments, subject to continued service to the Company. (12) Shares underlying the RSU award vest in four equal annual installments beginning on February 15, 2024, subject to continued service to the Company. (13) The option is subject to vesting requirements based upon achievement of specified performance-based criteria (the "Stock Price Hurdle") which requires that the Company achieves an average closing stock price over a consecutive 20-trading day period equal to or greater than 300% of the stock price on the grant date, during the period beginning on the grant date and ending on February 6, 2031 (the "Performance Period"). If the Stock Price Hurdle is achieved within the Performance Period, then one-fourth of the shares subject to the option vest on the date that achievement of the Stock Price Hurdle is certified and the remaining shares vest annually thereafter in three equal installments, subject to continued service to the Company. (14) Shares underlying the RSU award vest in four equal annual installments beginning on February 15, 2025, subject to continued service to the Company. (15) The shares underlying the option are subject to an early exercise provision and are immediately exercisable. One-fourth of the shares underlying the option vest on April 1, 2021, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continued service to the Company. (16) The option is subject to vesting requirements based upon achievement of specified performance-based criteria (the "Stock Price Hurdle") which requires that the Company achieves an average closing stock price over a consecutive 20-trading day period equal to or greater than 200% of the stock price on the grant date, during the period beginning on the grant date and ending on February 6, 2031 (the "Performance Period"). If the Stock Price Hurdle is achieved within the Performance Period, then one-fourth of the shares subject to the option vest on the date that achievement of the Stock Price Hurdle is certified and the remaining shares vest annually thereafter in three equal installments, subject to continued service to the Company. One-fourth of the shares subject to the option vest on February 6, 2025 and 1/48th of the shares vest monthly thereafter, subject to continued service to the Company.

  19. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  20. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (PEO) and our other named executive officers (our Non-PEO NEOs) and Company performance for the fiscal years listed below. The talent and compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  21. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | Value of Initial Fixed $100 Investment based on TSR ($)(4) | Net Income ($ Thousands) | | 2024 | 3,549,950 | 4,581,646 | 1,118,658 | 790,704 | 10.13 | (86,599) | | 2023 | 5,197,331 | (136,662) | 1,407,506 | (320,892) | 8.51 | (86,277) | | 2022 | 6,736,092 | (15,544,219) | 3,870,647 | (11,582,853) | 25.43 | (92,966) |

  22. Pay Versus Performance

    (1) Omid Farokhzad, M.D. was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below:

  23. Pay Versus Performance

    | 2023 - 2024 | 2022 | | David Horn | Omead Ostadan | | Elona Kogan | David Horn | | | Elona Kogan |

  24. Pay Versus Performance

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  25. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 3,549,950 | (2,360,377) | 3,392,073 | 4,581,646 | | 2023 | 5,197,331 | (4,015,530) | (1,318,463) | (136,662) | | 2022 | 6,736,092 | (5,507,299) | (16,773,012) | (15,544,219) |

  26. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,118,658 | (601,024) | 273,070 | 790,704 | | 2023 | 1,407,506 | (788,760) | (939,638) | (320,892) | | 2022 | 3,870,647 | (2,631,870) | (12,821,630) | (11,582,853) |

  27. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables (the Company has not paid dividends historically as a public company and does not sponsor any pension arrangements; thus no adjustments are made for these items):

  28. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in Prior Year that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Granted in Prior Year Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2024 | 2,996,803 | 451,882 | — | (56,612) | — | 3,392,073 | | 2023 | 1,542,178 | (1,645,982) | — | (1,214,659) | — | (1,318,463) | | 2022 | 1,772,140 | (11,783,695) | — | (6,761,457) | — | (16,773,012) |

  29. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in Prior Year that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Granted in Prior Year Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 427,600 | 64,266 | — | (18,866) | (199,930) | 273,070 | | 2023 | 299,987 | (733,276) | — | (506,349) | — | (939,638) | | 2022 | 579,646 | (4,930,648) | — | (2,790,307) | (5,680,321) | (12,821,630) |

  30. Pay Versus Performance

    (4) Assumes $100 was invested in the Company for the period starting December 31, 2021, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.

  31. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (TSR)

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (TSR) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

  32. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.