DEF 14A of Lexicon Pharmaceuticals, Inc., Mar 26, 2024

DEF 14A of Lexicon Pharmaceuticals, Inc.

Filed Mar 26, 2024 · FY20230001062822-24-000014

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors, which currently has eight members, is divided or “classified” into three classes. Directors in each class are elected to hold office for a term ending on the date of the third annual meeting following the annual meeting at which they were elected. The current term of our Class III directors will expire at this annual meeting. The current terms of our Class I and Class II directors will expire at our 2025 and 2026 annual meetings of stockholders, respectively. The board of directors has nominated and urges you to vote for the election of the individuals identified below, who have been nominated to serve as Class III directors until our 2027 annual meeting of stockholders or until their successors are duly elected and qualified. Each of these individuals is a member of our present board of directors. Your signed proxy will be voted for the nominees named below unless you specifically indicate on the proxy that you are withholding your vote.

  2. Nominees for Class III Directors

    Nominees for Class III Directors The following individuals are nominated for election as Class III directors:

  3. Nominees for Class III Directors

    | Name | Age | Position with the Company | Year First Became a Director | | Philippe J. Amouyal | 65 | Director (Class III) | 2007 | | Lonnel Coats | 59 | Chief Executive Officer and Director (Class III) | 2014 | | Diane E. Sullivan | 62 | Director (Class III) | 2023 |

  4. Nominees for Class III Directors

    Philippe J. Amouyal has been a director since August 2007 and is a managing director of The Invus Group, LLC, a position he has held since 1999. Previously, Mr. Amouyal was a vice president and director of The Boston Consulting Group, Inc. in Boston, Massachusetts, where he coordinated the global technology and electronics practice through most of the 1990s. Mr. Amouyal also serves as director of CAVA Group, Inc. and at a number of private companies in which Invus or Artal Group S.A. have invested. He previously served as a director of WW, Inc. from 2002 until February 2019 and of Blue Buffalo Pet Products, Inc. from 2007 until April 2018 when Blue Buffalo was acquired by General Mills, Inc. Mr. Amouyal holds an M.S. in engineering and a DEA in management from Ecole Centrale de Paris and was a research fellow at the Center for Policy Alternatives of the Massachusetts Institute of Technology. Mr. Amouyal provides us with the benefit of his broad business and financial experience, as well as his expertise in compensation and performance management and the assessment and prioritization of research and development projects, gained in his active participation in the identification, selection, negotiation and oversight of investments by The Invus Group and his consulting experience with The Boston Consulting Group. Mr. Amouyal is a designee of Invus, L.P. and its affiliates pursuant to our stockholders’ agreement with Invus described under the heading “Transactions with Related Persons - Arrangements with Invus.” Lonnel Coats has been our chief executive officer and a director since July 2014. Mr. Coats previously served in a series of executive leadership positions at Eisai Inc. and Eisai Corporation of North America, where he worked for 18 years before joining our company, most recently as chief executive officer from 2010 to 2014. Prior to joining Eisai, Mr. Coats spent eight years with Janssen Pharmaceuticals, Inc., a division of Johnson & Johnson, where he held a variety of management and sales positions. Mr. Coats serves as a director of Blueprint Medicines Corporation and Verve Therapeutics, Inc. and holds a B.S. from Oakland University. Mr. Coats provides us with the benefit of his extensive experience in a wide variety of disciplines within the pharmaceutical industry, including the development and commercialization of pharmaceutical products, the management of pharmaceutical marketing and sales efforts and the planning and execution of strategic initiatives, as well as his organizational and management skills. Diane E. Sullivan has been a director since July 2023 and founded her own consulting firm in May 2020, which specializes in strategy development and commercialization for life sciences companies. From May 2020 until August 2021, Ms. Sullivan served as the Chief Commercial Officer of DalCor Pharmaceuticals. From November 2018 to April 2020, Ms. Sullivan served as Chief Commercial Officer of The Medicines Company, until its acquisition by Novartis. Prior to her time at The Medicines Company, Ms. Sullivan was an independent commercialization and market access consultant from October 2017 to November 2018. Ms. Sullivan also previously held senior positions at AstraZeneca, Pfizer, Wyeth and GlaxoSmithKline in a variety of disciplines, including market access, strategy, marketing, brand management, business development and integration. Ms. Sullivan served as a director of OrthogenRx, a privately held medical device company, from May 2018 until it was acquired by Avanos Medical in January 2022 and currently serves as a director of Amarin. Ms. Sullivan received a B.A. from Dickinson College. Ms. Sullivan provides us with the benefit of her extensive experience in a wide variety of disciplines within the pharmaceutical industry, including market access, marketing, brand management, operations, research and development, capital allocation, partnerships and strategic collaborations, corporate governance, corporate finance, and mergers and acquisitions, as well as her organizational and management skills developed in her numerous leadership positions with a variety of pharmaceutical companies. The Board of Directors recommends that stockholders vote “FOR” the foregoing nominees for election as Class III directors.

  5. Current and Continuing Directors

    Current and Continuing Directors The current directors of the Company are identified below:

  6. Current and Continuing Directors

    | Name | Age | Position with the Company | | Raymond Debbane (3) | 69 | Chairman of the Board of Directors (Class I) | | Philippe J. Amouyal (2) | 65 | Director (Class III) | | Samuel L. Barker, Ph.D. (1) (2) | 81 | Director (Class II) | | Lonnel Coats | 59 | Chief Executive Officer and Director (Class III) | | Robert J. Lefkowitz, M.D. (3) | 80 | Director (Class I) | | Christopher J. Sobecki | 65 | Director (Class II) | | Diane E. Sullivan (1) | 62 | Director (Class III) | | Judith L. Swain, M.D. (1) (2) (3) | 75 | Director (Class II) |

  7. Current and Continuing Directors

    (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Corporate Governance Committee Information regarding the business experience of Mr. Amouyal, Mr. Coats and Ms. Sullivan is set forth above under the heading “- Nominees for Class III Directors.” Raymond Debbane has been a director since August 2007 and became chairman of our board of directors in February 2012. Mr. Debbane is president and chief executive officer of The Invus Group, LLC, which he founded in New York in 1985 as the exclusive investment advisor of Benelux-based Artal Group S.A. Mr. Debbane serves as chairman or director of a number of private companies in which Invus or Artal Group S.A. have invested. He previously served as a director of WW, Inc. from 1999 until May 2023 and of Blue Buffalo Pet Products, Inc. from 2007 until April 2018 when Blue Buffalo was acquired by General Mills, Inc. Before founding The Invus Group, Mr. Debbane was a manager in the Paris office of The Boston Consulting Group, Inc., where he did consulting work for a number of major European and international companies. Mr. Debbane holds an M.B.A. from Stanford University, an M.S. in food science and technology from the University of California at Davis, and a B.S in agricultural sciences and agricultural engineering from American University of Beirut. Mr. Debbane provides us with the benefit of his extensive financial markets and investment expertise gained in more than 30 years of leading the identification, selection, negotiation and oversight of a wide range of investments in his role as president and chief executive officer of The Invus Group, as well as his background in strategic consulting across a broad range of industries developed while with The Boston Consulting Group. Mr. Debbane is a designee of Invus, L.P. and its affiliates pursuant to our stockholders’ agreement with Invus described under the heading “Transactions with Related Persons - Arrangements with Invus.” Samuel L. Barker, Ph.D. has been a director since March 2000 and served as chairman of our board of directors from 2005 to 2012. Dr. Barker previously co-founded and served as president and chief executive officer of Clearview Projects, Inc., a provider of partnering and transaction services to biopharmaceutical companies. Dr. Barker served in a series of leadership positions at Bristol-Myers Squibb Company until his retirement in 1999. His positions at Bristol-Myers Squibb included service as executive vice president, Worldwide Franchise Management and Strategy; president, United States Pharmaceuticals; and president, Bristol-Myers Squibb Intercontinental Commercial Operations. Dr. Barker also previously held executive positions in research and development, manufacturing, finance, business development and sales and marketing at Squibb Pharmaceuticals. Dr. Barker currently serves as a director of Cyclacel Pharmaceuticals, Inc. Dr. Barker received his B.S. from Henderson State College, his M.S. from the University of Arkansas and his Ph.D. from Purdue University. Dr. Barker provides us with the benefit of his extensive experience in a wide variety of disciplines within the pharmaceutical industry, including the development and commercialization of pharmaceutical products, the identification, evaluation and negotiation of collaborative agreements, and the management of pharmaceutical marketing and sales efforts, as well as his organizational and management skills developed while serving in his various leadership positions at Bristol-Myers Squibb and Clearview Projects. Robert J. Lefkowitz, M.D. has been a director since February 2001. Dr. Lefkowitz is the James B. Duke Professor of Medicine, professor of biochemistry and a Howard Hughes Medical Institute investigator at Duke University Medical Center, where he has served on the faculty since 1973. Dr. Lefkowitz is a member of the National Academy of Sciences and has received more than 50 major awards for his research, including the 2012 Nobel Prize in Chemistry, the Shaw Prize, the Albany Medical Center Prize and the 2007 National Medal of Science. Dr. Lefkowitz received his B.A. from Columbia University and his M.D. from Columbia University College of Physicians and Surgeons. Dr. Lefkowitz provides us with the benefit of his medical expertise and his extensive experience in biological and pharmaceutical research, particularly with respect to the identification of drug targets and preclinical evaluation of drug candidates, gained in more than 40 years as a member of the faculty at Duke University Medical Center. Christopher J. Sobecki has been a director since August 2007 and is a managing director of The Invus Group, LLC, which he joined in 1989. Mr. Sobecki is currently a director of a number of private companies in which Invus or Artal Group S.A. have invested. He previously served as a director of WW, Inc. from 1999 until May 2023. He holds a B.S. in industrial engineering from Purdue University and an M.B.A. from Harvard University. Mr. Sobecki provides us with the benefit of his diversified business and financial experience, including a particular expertise in risk assessment and business strategy development, and relationships in the financial community gained in his active participation in the identification, selection, negotiation and oversight of investments by The Invus Group and his service as a director of public and private companies. Mr. Sobecki is a designee of Invus, L.P. and its affiliates pursuant to our stockholders’ agreement with Invus described under the heading “Transactions with Related Persons - Arrangements with Invus.” Judith L. Swain, M.D. has been a director since September 2007. Dr. Swain is a visiting professor of medicine at the National University of Singapore and chief medical officer of Physiowave, Inc. She previously served as founding director of the Singapore Institute for Clinical Sciences, dean for translational medicine at the University of California, San Diego, chair of the Department of Medicine at Stanford University, and on the medical faculties of the University of Pennsylvania and Duke University. She has previously served in a number of national and international leadership roles and as a director or member of the scientific advisory boards for a number of biomedical technology companies and is co-founder of Synecor, LLC. Dr. Swain served as a director of Prometheus Biosciences, Inc. from February 2021 until June 2023 when Prometheus was acquired by Merck & Co. Dr. Swain received her B.S. from the University of California, Los Angeles and her M.D. from the University of California, San Diego. Dr. Swain provides us with the benefit of her extensive medical and scientific research experience gained in her more than 30 years as a practicing physician and research scientist, as well as her organizational and management skills developed in her numerous leadership positions with a variety of prominent research and academic institutions. PROPOSAL NUMBER 2:

  8. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  9. Compensation Discussion and Analysis

    The committee’s determinations for Mr. Coats were based entirely upon its determination of achievement of the year’s corporate goals, together with the compensation committee’s assessment of his strategic and operational leadership. For other named executive officers, the compensation committee based its determinations principally upon its determination of achievement of the year’s corporate goals, but also took into account, to a lesser extent, each named executive officer’s individual goals. In the case of Mr. Wade, the compensation committee took into account his contributions toward our preparations for the commercial launch of INPEFA for the treatment of heart failure in the United States, our financial management and capital raising efforts, the successful operation of our financial systems and our business development and alliance management activities, as well as his strategic and operational leadership. In the case of Mr. Crum, the compensation committee took into account his contributions toward our legal and compliance oversight and our capital raising efforts, as well as his strategic and operational leadership. In the case of Dr. Granowitz, the compensation committee took into account his contributions toward medical support of INPEFA in preparation for commercial launch for heart failure in the United States, the clinical progress and our medical support of our other drug development programs, as well as his strategic and operational leadership. In the case of Dr. Main, the compensation committee took into account his contributions toward the commercial supply of INPEFA in preparation for launch, the clinical and preclinical supply of our development programs and the progress of our drug discovery programs, as well as his strategic and operational leadership. In February 2024, the compensation committee made determinations regarding 2023 cash bonus awards and 2024 base salaries, bonus targets and long-term stock-based incentive awards, taking into account the following factors in its evaluation of corporate performance in 2023: •the approval of our application for regulatory approval to market INPEFA in the United States for the treatment of heart failure; •the progress relative to our objectives for the launch and commercial performance of INPEFA; •our progress relative to our objectives in advancing the clinical development of LX9211 in diabetic peripheral neuropathic pain; •our progress relative to our objectives in advancing our other clinical and preclinical drug development programs; and •our performance relative to our objectives for financial performance and business development, specifically relating to our year-end cash and investments and management of our financial resources. The committee’s compensation determinations in February 2024 reflected its assessment that we partially achieved our objectives relating to INPEFA and largely achieved our objectives relating to LX9211, our other drug development programs and our financial performance. Taking into account the balance of factors described above, it was the committee’s assessment that our overall corporate objectives were significantly achieved. For named executive officers other than Mr. Coats, the compensation committee also took into account individual goals, which consisted principally of the expected individual contributions of each named executive officer towards the achievement of the year’s corporate goals, together with Mr. Coats’ and the committee’s independent assessment of each named executive officer’s overall performance and contributions to the company during the year, in the course of making subjective judgments about individual performance in connection with compensation determinations. Mr. Coats had no individual goals for 2023 apart from the corporate goals. The committee’s determinations for Mr. Coats were based entirely upon its determination of achievement of the year’s corporate goals, together with the compensation committee’s assessment of his strategic and operational leadership. For other named executive officers, the compensation committee based its determinations principally upon its determination of achievement of the year’s corporate goals, but also took into account, to a lesser extent, each named executive officer’s individual goals. In the case of Mr. Wade, the compensation committee took into account his contributions toward our commercial launch of INPEFA for the treatment of heart failure in the United States, our financial management and capital raising efforts, the successful operation of our financial systems and our business development and alliance management activities, as well as his strategic and operational leadership. In the case of Mr. Crum, the compensation committee took into account his contributions toward our legal and compliance oversight and our capital raising efforts, as well as his strategic and operational leadership. In the case of Dr. Granowitz, the compensation committee took into account his contributions toward medical support of the commercial launch of INPEFA for heart failure in the United States, the clinical progress and our medical support of our other drug development programs, as well as his strategic and operational leadership. In the case of Dr. Main, the compensation committee took into account his contributions toward the commercial supply of INPEFA, the clinical and preclinical supply of our development programs and the progress of our drug discovery programs, as well as his strategic and operational leadership. Compensation Elements Base Salary Base salary of executive and other officers is established through negotiation between the company and the officer at the time he or she is hired, and then subsequently adjusted when the officer’s base compensation is subject to review or reconsideration. While we have entered into employment agreements with certain of our executive officers, these agreements provide that base salaries after the initial year will be reviewed and determined by the compensation committee. When establishing base salary levels for executive and other officers, the compensation committee, in accordance with its general compensation policy, considers numerous factors, including the responsibilities relating to the position, the qualifications of the executive and the relevant experience the individual brings to the company, strategic goals for which the executive has responsibility, and compensation levels of companies at a comparable stage of commercialization and development who compete with us for business, scientific and executive talents. When considering increases to base salary levels for officers, which typically occurs each February, we consider corporate and individual performance in addition to the foregoing factors. No pre-determined weights are given to any one of these factors. In February 2021, 2022, 2023 and 2024, we increased base salaries for each of our named executive officers following reviews of peer group salary data. The base salaries of our named executive officers are generally competitive with those paid by our peer group companies, with most falling near the median for such peer group companies. In establishing base salaries for 2021, 2022, 2023 and 2024, we considered the competitiveness of our cash compensation arrangements for executive officers and our cash position and needs for the applicable year. Cash Bonus Awards

  10. Compensation Discussion and Analysis

    In addition to base salary, we may award variable annual cash bonus awards to executive and other officers with reference to certain predefined corporate and personal performance goals. These performance goals include those discussed generally above, as well as strategic and operational goals for the company as a whole. We typically consider the award of cash bonuses each February relating to performance for the preceding year. For each of our officers, the compensation committee establishes a bonus target, expressed as a percentage of base salary, which is used to determine the cash bonus amount, assuming that corporate and individual goals are fully achieved. The compensation committee retains broad discretion over the amount and payment of such awards and is not bound by any pre-determined agreement, formula or other standard with respect to such decisions. In determining the cash bonus awards paid in February 2022 with respect to 2021 performance, the compensation committee included the relevant factors described above under “- Corporate and Individual Performance Criteria - February 2022 Compensation Determinations” in its evaluation of corporate and individual performance. After taking into account these factors, the compensation committee determined that our objectives for the year had been significantly achieved, and awarded bonuses for 2021 performance to our named executive officers in amounts reflecting such level of achievement. In determining the cash bonus awards paid in February 2023 with respect to 2022 performance, the compensation committee included the relevant factors described above under “- Corporate and Individual Performance Criteria - February 2023 Compensation Determinations” in its evaluation of corporate and individual performance. After taking into account these factors, the compensation committee determined that our objectives for the year had been achieved, and awarded bonuses for 2022 performance to our named executive officers in amounts reflecting such level of achievement. In determining the cash bonus awards paid in February 2024 with respect to 2023 performance, the compensation committee included the relevant factors described above under “- Corporate and Individual Performance Criteria - February 2024 Compensation Determinations” in its evaluation of corporate and individual performance. After taking into account these factors, the compensation committee determined that our objectives for the year had been significantly achieved, and awarded bonuses for 2023 performance to our named executive officers in amounts reflecting such level of achievement. Long-Term Stock-Based Incentive Awards All of our employees, including our named executive officers, are eligible to receive long-term stock-based incentive awards under our 2017 Equity Incentive Plan as a means of providing such individuals with a continuing proprietary interest in our success. These grants are typically awarded each February and align the interests of our employees and our stockholders by providing significant incentives for our employees to achieve and maintain high levels of performance. Our 2017 Equity Incentive Plan enhances our ability to attract and retain the services of qualified individuals. Factors considered in determining whether, in what form and in what amounts such awards are granted to an employee include the employee’s position, his or her performance and responsibilities, the amount of stock options, restricted stock units and other stock awards currently held by the employee, the vesting schedules of any such stock options, restricted stock units and stock awards and the employee’s other compensation. While we do not adhere to any firmly established formulas or schedules for the issuance of long-term stock- based incentive awards, we take into account, in making award decisions, the total direct compensation objectives described above. In addition, we will generally tailor the terms of any such grant to achieve its goal as a long-term incentive award by providing for a vesting schedule encompassing several years. In February 2021, 2022, 2023 and 2024, the compensation committee approved a mix of annual stock option grants and restricted stock unit awards under our 2017 Equity Incentive Plan to eligible employees, with stock options comprising a larger portion of such mix for executive and other officers. In making such grants, the compensation committee considered corporate and individual performance in the prior year, total direct compensation objectives for individual officers, and information regarding stock incentive award grants made by other companies in the biopharmaceutical industry.

  11. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 The following table presents summary information regarding the compensation of each of Lonnel Coats, our principal executive officer, Jeffrey L. Wade, our principal financial officer, and our three other most highly compensated executive officers who were serving as executive officers as of December 31, 2023. We have entered into employment arrangements with certain of our named executive officers, the material terms of each of which are described below. Based on the summary compensation information provided below, “Salary” accounted for approximately 25.6%, 24.1% and 23.8% of the total compensation paid to our named executive officers in 2023, 2022 and 2021, respectively, and “Bonus” accounted for approximately 9.4%, 11.9% and 11.2% of the total compensation paid to our named executive officers for 2023, 2022 and 2021, respectively.

  12. Summary Compensation Table for 2023

    | Name and Position | Year | Salary | Bonus | Stock Awards (1) | Option Awards (2) | All Other Compensation (3) | Total | | Lonnel Coats | 2023 | $740,846 | $386,233 | $877,595 | $2,090,227 | $15,220 | $4,110,121 | | Chief Executive Officer | 2022 | $709,637 | $502,005 | $877,088 | $2,067,992 | $13,220 | $4,169,942 | | and Director | 2021 | $688,825 | $438,645 | $838,000 | $1,946,000 | $12,620 | $3,924,090 | | Jeffrey L. Wade | 2023 | $535,729 | $200,097 | $358,036 | $852,786 | $16,220 | $1,962,868 | | President and Chief | 2022 | $513,354 | $260,075 | $357,824 | $843,690 | $15,220 | $1,990,163 | | Financial Officer | 2021 | $476,319 | $227,250 | $280,981 | $652,559 | $14,574 | $1,651,683 | | Brian T. Crum | 2023 | $457,936 | $122,404 | $243,899 | $580,897 | $16,139 | $1,421,275 | | Senior Vice President and | 2022 | $438,989 | $155,015 | $250,528 | $590,686 | $15,099 | $1,450,317 | | General Counsel | 2021 | $407,609 | $135,450 | $219,975 | $510,890 | $14,429 | $1,288,353 | | Craig B. Granowitz, M.D., Ph.D. | 2023 | $487,628 | $149,650 | $260,909 | $621,431 | $15,205 | $1,534,823 | | Senior Vice President and | 2022 | $467,459 | $189,520 | $268,000 | $631,881 | $14,162 | $1,571,022 | | Chief Medical Officer | 2021 | $188,322 | $73,175 | $— | $686,405 | $646 | $948,548 | | Alan J. Main, Ph.D. | 2023 | $442,787 | $120,385 | $239,865 | $571,309 | $13,790 | $1,388,136 | | Executive Vice President, | 2022 | $426,169 | $152,457 | $246,400 | $580,928 | $12,775 | $1,418,729 | | Innovation and Chemical | 2021 | $414,024 | $148,016 | $225,673 | $523,993 | $12,158 | $1,323,864 | | Sciences | | | | | | | |

  13. Summary Compensation Table for 2023

    (1) Reflects the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock awards granted in 2023, 2022 and 2021, in each case based on the market price of our common stock on the date of grant, calculated in accordance with the process for determination of fair market value under our 2017 Equity Incentive Plan. (2) Reflects the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock options granted in 2023, 2022 and 2021. See the information appearing under the heading entitled “Stock-Based Compensation” in footnote 2 to our consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2023 for certain assumptions made in the valuation of such stock options. (3) Includes the following amounts in respect of company matching contributions under our 401(k) plan, individual health savings accounts and company-paid premiums for group term life insurance. The company-paid life insurance premiums reflect payments for group term life policies maintained for the benefit of all employees.

  14. Summary Compensation Table for 2023

    | | Year | Company 401(k) Matching Contribution | Company Health Savings Account Matching Contribution | Company-Paid Group Term Life Insurance Premiums | | Lonnel Coats | 2023 | $13,200 | $1,000 | $1,020 | | | 2022 | $12,200 | $— | $1,020 | | | 2021 | $11,600 | $— | $1,020 | | Jeffrey L. Wade | 2023 | $13,200 | $2,000 | $1,020 | | | 2022 | $12,200 | $2,000 | $1,020 | | | 2021 | $11,600 | $2,000 | $974 | | Brian T. Crum | 2023 | $13,200 | $2,000 | $939 | | | 2022 | $12,200 | $2,000 | $899 | | | 2021 | $11,600 | $2,000 | $829 | | Craig B. Granowitz, M.D., Ph.D. | 2023 | $13,200 | $1,000 | $1,005 | | | 2022 | $12,200 | $1,000 | $962 | | | 2021 | $— | $333 | $313 | | Alan J. Main, Ph.D. | 2023 | $13,200 | $— | $590 | | | 2022 | $12,200 | $— | $575 | | | 2021 | $11,600 | $— | $558 |

  15. Summary Compensation Table for 2023

    Employment Arrangements Lonnel Coats. In July 2014, we entered into an offer letter with Lonnel Coats to serve as our president and chief executive officer. Mr. Coats has served as chief executive officer since October 2021. Under the offer letter, Mr. Coats receives a base salary, currently $771,905 a year, subject to adjustment, with an annual discretionary bonus based upon specific objectives to be determined by the compensation committee. The compensation committee has established a current bonus target for Mr. Coats of 70% of his base salary, subject to adjustment. The offer letter provides for certain severance payments upon the termination of Mr. Coats’ employment, as described below under the heading “Executive and Director Compensation - Potential Payments upon Termination or Change in Control.” Jeffrey L. Wade. In December 1998, we entered into an employment agreement with Jeffrey L. Wade to serve as our senior vice president and chief financial officer starting in January 1999. Mr. Wade has served as president and chief financial officer since October 2021. Under the agreement, Mr. Wade receives a base salary, currently $559,864 a year, subject to adjustment, with an annual discretionary bonus based upon specific objectives to be determined by the compensation committee. The compensation committee has established a current bonus target for Mr. Wade of 50% of his base salary, subject to adjustment. The employment agreement is at-will and contains a non-competition agreement. The agreement also provides for certain severance payments upon the termination of Mr. Wade’s employment, as described below under the heading “Executive and Director Compensation - Potential Payments upon Termination or Change in Control.” Brian T. Crum. In November 2001, we entered into an offer letter with Brian T. Crum to serve as our senior corporate counsel. Mr. Crum has served as senior vice president and general counsel since October 2021. Under the offer letter, Mr. Crum receives a base salary, currently $477,873 a year, subject to adjustment, with an annual discretionary bonus based upon specific objectives to be determined by the compensation committee. The compensation committee has established a current bonus target for Mr. Crum of 35% of his base salary, subject to adjustment. Craig B. Granowitz, M.D., Ph.D. In July 2021, we entered into an offer letter with Craig B. Granowitz, M.D., Ph.D., to serve as our senior vice president and chief medical officer. Under the offer letter, Dr. Granowitz receives a base salary, currently $511,212 a year, subject to adjustment, with an annual discretionary bonus based upon specific objectives to be determined by the compensation committee. The compensation committee has established a current bonus target for Dr. Granowitz of 40% of his base salary, subject to adjustment. The offer letter provides for certain severance payments upon the termination of Dr. Granowitz’s employment, as described below under the heading “Executive and Director Compensation - Potential Payments upon Termination or Change in Control.” Alan J. Main, Ph.D. In July 2021, we entered into an employment agreement with Alan J. Main, Ph.D. to serve as our senior vice president, Lexicon Pharmaceuticals. Dr. Main has served as our executive vice president, innovation and chemical sciences since September 2020. Under the agreement, Dr. Main receives a base salary, currently $469,987 a year, subject to adjustment, with an annual discretionary bonus based upon specific objectives to be determined by the compensation committee. The compensation committee has established a current bonus target for Dr. Main of 35% of his base salary, subject to adjustment. The employment agreement is at-will and contains a non-competition agreement. The agreement also provides for certain severance payments upon the termination of Dr. Main’s employment, as described below under the heading “Executive and Director Compensation - Potential Payments upon Termination or Change in Control.” Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information regarding the annual total compensation of our chief executive officer and our employees: •As disclosed in the Summary Compensation Table above, the annual total compensation of Lonnel Coats, our chief executive officer, was $4,110,121 in 2023; and •The annual total compensation of the employee identified as the median compensated employee of our company (other than Mr. Coats) was $206,303 in 2023. Based on this information, the ratio of the annual total compensation of Mr. Coats to the median of the annual total compensation of all employees was 20 to 1. We identified our median compensated employee using our total employee population as of December 31, 2023 and consistently applying payroll records reflecting taxable wages for 2023. In making this identification, we annualized the compensation of all permanent employees who were newly hired during 2023. We did not use any material estimates, assumptions, adjustments or statistical sampling to identify our median compensated employee. Once identified, we calculated the annual total compensation of our median compensated employee in a manner consistent with that used to calculate the annual total compensation of Mr. Coats and disclosed in the Summary Compensation Table above. SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. Pay Versus Performance The following table presents compensation information for Lonnel Coats, our chief executive officer, and average compensation information for the other individuals named in the summary compensation table, as well as certain measures relating to company performance.

  16. Summary Compensation Table for 2023

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1) (3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (4) | | 2023 | $4,110,121 | $3,055,451 | $1,576,776 | $1,233,210 | $45 | $(176,576) | | 2022 | $4,169,942 | $1,203,063 | $1,622,119 | $828,645 | $56 | $(101,944) | | 2021 | $3,924,090 | $4,957,172 | $1,207,796 | $1,419,004 | $115 | $(87,758) |

  17. Summary Compensation Table for 2023

    ______________________ (1) For each year, our principal executive officer was Lonnel Coats. For 2023, our other named executive officers were Jeffrey L. Wade, Brian T. Crum, Craig B. Granowitz, M.D., Ph.D and Alan J. Main, Ph.D. For 2022 and 2021, our other named executive officers were Jeffrey L. Wade, Brian T. Crum, Craig B. Granowitz, M.D., Ph.D. and Kenneth B. Kassler-Taub, M.D. (2) The following table sets forth the adjustments made during each year to calculate Compensation Actually Paid to our principal executive officer.

  18. Summary Compensation Table for 2023

    | | 2023 | 2022 | 2021 | | Summary Compensation Table Totals for PEO | $4,110,121 | $4,169,942 | $3,924,090 | | Add (Subtract): | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (2,967,821) | (2,945,080) | (2,784,000) | | Fair value at year end of equity awards granted during the year | 1,989,880 | 1,847,145 | 1,300,152 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (283,105) | (1,003,687) | 391,529 | | Change in fair value of equity awards granted in prior years that vested during the year | 206,376 | (865,257) | 2,125,401 | | Equity awards granted in prior years that were forfeited during the year | — | — | — | | Compensation Actually Paid Totals | $3,055,451 | $1,203,063 | $4,957,172 |

  19. Summary Compensation Table for 2023

    (3) The following table sets forth the adjustments made during each year to calculate Average Compensation Actually Paid to our other named executive officers.

  20. Summary Compensation Table for 2023

    | | 2023 | 2022 | 2021 | | Summary Compensation Table Totals for Non-PEO NEOs | $6,307,102 | $6,488,477 | $4,831,183 | | Add (Subtract): | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (3,729,133) | (3,830,886) | (2,735,829) | | Fair value at year end of equity awards granted during the year | 2,500,328 | 2,402,719 | 1,800,578 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (377,621) | (1,042,898) | 274,930 | | Change in fair value of equity awards granted in prior years that vested during the year | 232,165 | (702,834) | 1,505,155 | | Equity awards granted in prior years that were forfeited during the year | — | — | — | | Compensation Actually Paid Totals | $4,932,841 | $3,314,578 | $5,676,017 |

  21. Summary Compensation Table for 2023

    (4) In thousands. From 2021 to 2022, compensation actually paid to Mr. Coats as described in the pay versus performance table decreased 75.7%, average compensation actually paid to our other named executive officers as described in the pay versus performance table decreased 41.6%, our total shareholder return decreased 51.5% and our net income decreased 16.2%. From 2022 to 2023, compensation actually paid to Mr. Coats as described in the pay versus performance table increased 163.0%, average compensation actually paid to our other named executive officers as described in the pay versus performance table increased 48.8%, our total shareholder return decreased 19.9% and our net income decreased 73.2%. The changes in compensation actually paid to Mr. Coats and our other named executive officers during such periods as described in the pay versus performance table were largely driven by equity award related adjustments as a result of the volatility in the market price of our common stock, and to a lesser extent by variability in annual salary, bonus and equity incentive awards. As a result, such changes are not directly related to the changes in our total shareholder return and net income during such periods.

  22. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table presents each grant of restricted stock units and stock options in 2023 to the individuals named in the summary compensation table.

  23. Grants of Plan-Based Awards in 2023

    | Name | Grant Date | Number of Restricted Stock Units | Number of Securities Underlying Options | Exercise Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | Lonnel Coats | 2/9/2023 | 361,150 | | | $877,595 | | | 2/9/2023 | | 1,083,440 | $2.43 | $2,090,227 | | Jeffrey L. Wade | 2/9/2023 | 147,340 | | | $358,036 | | | 2/9/2023 | | 442,030 | $2.43 | $852,786 | | Brian T. Crum | 2/9/2023 | 100,370 | | | $243,899 | | | 2/9/2023 | | 301,100 | $2.43 | $580,897 | | Craig B. Granowitz, M.D., Ph.D. | 2/9/2023 | 107,370 | | | $260,909 | | | 2/9/2023 | | 322,110 | $2.43 | $621,431 | | Alan J. Main, Ph.D. | 2/9/2023 | 98,710 | | | $239,865 | | | 2/9/2023 | | 296,130 | $2.43 | $571,309 |

  24. Grants of Plan-Based Awards in 2023

    Each of the restricted stock units in the foregoing table was granted under our 2017 Equity Incentive Plan. Each restricted stock unit vested with respect to one third of the shares underlying the restricted stock unit on February 28, 2024 and will vest with respect to an additional one third of the shares underlying the restricted stock unit on February 28 of each of the two following years. Each restricted stock unit becomes fully vested upon the termination of the named executive officer’s employment by us without cause or by the named executive officer for good reason, in either case following a change in control of our company. Each of the stock options in the foregoing table was granted under our 2017 Equity Incentive Plan and expires on the tenth anniversary of the grant date. Each option vests with respect to 25% of the shares underlying the option on the first anniversary of the grant date and 1/48th per month for each month of service thereafter. Each option becomes fully vested with respect to all remaining unvested shares upon a change in control of our company. In accordance with the process for determination of fair market value under the plan, the exercise price for each stock option is equal to the closing price of our common stock, as quoted on the Nasdaq Global Select Market, on the last trading day prior to the grant date. The exercise price for each stock option may be paid in cash or in shares of our common stock valued at fair market value on the exercise date or through a cashless exercise procedure involving a same-day sale of the purchased shares.

  25. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table presents information about unexercised stock options and unvested restricted stock units that were held by each of the individuals listed in the summary compensation table as of December 31, 2023.

  26. Outstanding Equity Awards at December 31, 2023

    | | Option Awards | | | | Stock Awards | | | | | | | | Number of | Market Value | | | | | | | Restricted | of Restricted | | | Number of Securities | | Option | Option | Stock Units | Stock Units | | | Underlying Unexercised Options | | Exercise | Expiration | That Have | That Have | | | Exercisable | Unexercisable (1) | Price | Date | Not Vested (2) | Not Vested (3) | | Lonnel Coats | 121,928 | — | $11.76 | 7/7/2024 | | | | | 173,371 | — | $6.23 | 2/5/2025 | | | | | 134,230 | — | $8.20 | 2/11/2026 | | | | | 85,780 | — | $14.44 | 2/9/2027 | | | | | 211,610 | — | $9.79 | 2/8/2028 | | | | | 442,260 | — | $5.16 | 2/7/2029 | | | | | 729,926 | 31,734 | $3.31 | 2/6/2030 | | | | | 212,500 | 87,500 | $8.38 | 2/11/2031 | | | | | 376,881 | 445,399 | $3.20 | 2/10/2032 | | | | | — | 1,083,440 | $2.43 | 2/9/2033 | | | | | | | | | 33,333 | $50,999 | | | | | | | 182,727 | $279,572 | | | | | | | 361,150 | $552,560 | | Jeffrey L. Wade | 46,856 | — | $12.04 | 2/6/2024 | | | | | 92,914 | — | $6.23 | 2/5/2025 | | | | | 71,940 | — | $8.20 | 2/11/2026 | | | | | 44,770 | — | $14.44 | 2/9/2027 | | | | | 79,550 | — | $9.79 | 2/8/2028 | | | | | 140,900 | — | $5.16 | 2/7/2029 | | | | | 262,776 | 11,424 | $3.31 | 2/6/2030 | | | | | 71,263 | 29,337 | $8.38 | 2/11/2031 | | | | | 153,758 | 181,712 | $3.20 | 2/10/2032 | | | | | — | 442,030 | $2.43 | 2/9/2033 | | | | | | | | | 11,177 | $17,101 | | | | | | | 74,547 | $114,057 | | | | | | | 147,340 | $225,430 | | Brian T. Crum | 13,499 | — | $12.04 | 2/6/2024 | | | | | 19,391 | — | $6.23 | 2/5/2025 | | | | | 23,470 | — | $8.20 | 2/11/2026 | | | | | 14,160 | — | $14.44 | 2/9/2027 | | | | | 23,040 | — | $9.79 | 2/8/2028 | | | | | 49,950 | — | $5.16 | 2/7/2029 | | | | | 181,376 | 7,884 | $3.31 | 2/6/2030 | | | | | 55,793 | 22,967 | $8.38 | 2/11/2031 | | | | | 107,652 | 127,218 | $3.20 | 2/10/2032 | | | | | — | 301,100 | $2.43 | 2/9/2033 | | | | | | | | | 8,750 | $13,388 | | | | | | | 52,193 | $79,855 | | | | | | | 100,370 | $153,566 | | Craig B. Granowitz, M.D., Ph.D. | 145,840 | 104,160 | $3.54 | 8/2/2031 | | | | | 115,163 | 136,087 | $3.20 | 2/10/2032 | | | | | — | 322,110 | $2.43 | 2/9/2033 | | | | | | | | | 55,833 | $85,424 | | | | | | | 107,370 | $164,276 | | Alan J. Main, Ph.D. | 42,856 | — | $12.04 | 2/6/2024 | | | | | 84,342 | — | $6.23 | 2/5/2025 | | | | | 65,340 | — | $8.20 | 2/11/2026 | | | | | 39,960 | — | $14.44 | 2/9/2027 | | | | | 69,940 | — | $9.79 | 2/8/2028 | | |

  27. Outstanding Equity Awards at December 31, 2023

    | Option Awards | | | | Stock Awards | | | | | | | Number of | Market Value | | | | | | Restricted | of Restricted | | Number of Securities | | Option | Option | Stock Units | Stock Units | | Underlying Unexercised Options | | Exercise | Expiration | That Have | That Have | | Exercisable | Unexercisable (1) | Price | Date | Not Vested (2) | Not Vested (3) | | 124,640 | — | $5.16 | 2/7/2029 | | | | 200,964 | 8,736 | $3.31 | 2/6/2030 | | | | 57,222 | 23,558 | $8.38 | 2/11/2031 | | | | 105,878 | 125,112 | $3.20 | 2/10/2032 | | | | — | 296,130 | $2.43 | 2/9/2033 | | | | | | | | 8,977 | $13,735 | | | | | | 51,333 | $78,539 | | | | | | 98,710 | $151,026 |

  28. Outstanding Equity Awards at December 31, 2023

    (1) Each stock option vests with respect to 25% of the shares underlying the stock option on the first anniversary of the grant date and 1/48th per month for each month of service thereafter. (2) Each restricted stock unit vests with respect to one third of the shares underlying the restricted stock unit on February 28 of each of the three years following the year of grant. (3) Based on the closing price of our common stock on the Nasdaq Global Select Market of $1.53 per share on December 29, 2023.

  29. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table presents information about stock option exercises and the vesting of restricted stock units in 2023 for each of the individuals listed in the summary compensation table. Amounts shown under the columns “Value Realized on Exercise” and “Value Realized on Vesting” are based on the market price of our common stock on the date of exercise or vesting, as applicable, calculated in accordance with the process for determination of fair market value under our 2017 Equity Incentive Plan, without taking into account any taxes that may be payable in connection with the exercise or vesting event, subsequent sale of shares or any shares retained by us in satisfaction of any withholding obligations relating to such taxes.

  30. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | Lonnel Coats | — | $— | 209,327 | $454,240 | | Jeffrey L. Wade | — | $— | 78,916 | $171,248 | | Brian T. Crum | — | $— | 55,877 | $121,253 | | Craig B. Granowitz, M.D., Ph.D. | — | $— | 27,917 | $60,580 | | Alan J. Main, Ph.D. | — | $— | 57,943 | $125,736 |

  31. Option Exercises and Stock Vested in 2023

    ______________________ (1) Based on the closing price of our common stock on the Nasdaq Global Select Market of $2.17 per share on February 27, 2023, the last trading day prior to the date of vesting.

  32. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Offer Letters Lonnel Coats. Our offer letter with Mr. Coats provides that if we terminate his employment without “cause,” we would pay Mr. Coats his then-current salary for twelve months pursuant to our normal payroll procedures. If such termination is in connection with a “change in control,” we will pay Mr. Coats an additional one-time payment equal to his bonus target for the year of termination. Craig B. Granowitz, M.D., Ph.D. Our offer letter with Dr. Granowitz provides that if we terminate his employment without “cause,” we would pay Dr. Granowitz his then-current salary for six months pursuant to our normal payroll procedures. Such payments would be extended to twelve months if Dr. Granowitz’s employment were terminated without “cause” in connection with a “change in control.” Under each of our offer letters with Mr. Coats and Dr. Granowitz, “cause” means any of the following: •an act of personal dishonesty taken by the individual that was intended to result in personal enrichment of the individual at our expense; or •the individual’s conviction of a felony. Under each of our offer letters with Mr. Coats and Dr. Granowitz, a “change in control” shall have occurred upon any of the following events: •any person becomes the beneficial owner of securities representing 50% or more of the combined voting power of our outstanding voting securities; •the approval by our stockholders of a reorganization, merger, or consolidation pursuant to which our stockholders immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than 50% of the combined voting power of the surviving entity’s outstanding voting securities in substantially the same proportions as prior to such reorganization, merger or consolidation; or •our liquidation or dissolution or the sale of all or substantially all of our assets. Under our offer letters with Mr. Coats and Dr. Granowitz, a “change in control” shall not occur solely as a result of the majority ownership of our outstanding voting securities by Invus, L.P. or any future reduction in the percentage of our outstanding voting securities owned by Invus, L.P. below a majority level. Employment Agreements Jeffrey L. Wade. Our employment agreement with Mr. Wade provides that if we terminate his employment without “cause” or if Mr. Wade terminates his employment for “good reason,” we will pay Mr. Wade his then-current salary for twelve months pursuant to our normal payroll procedures, plus an additional single sum payment equal to 50% of his target bonus for the year in which the termination occurred, provided that if such termination occurs within 120 days following a reduction in his salary, the salary continuation payments shall be based on Mr. Wade’s salary prior to such reduction. If his employment is terminated at the end of any renewal term through notice of non-renewal, we will pay Mr. Wade his then-current salary for six months pursuant to our normal payroll procedures. Alan J. Main, Ph.D. Our employment agreement with Dr. Main provides that if we terminate his employment without “cause” or if Dr. Main terminates his employment for “good reason,” we will pay Dr. Main his then-current salary for twelve months pursuant to our normal payroll procedures, plus an additional single sum payment equal to 50% of his target bonus for the year in which the termination occurred. If his employment is terminated at the end of any renewal term through notice of non-renewal, we will pay Dr. Main his then-current salary for six months pursuant to our normal payroll procedures. Under each of our employment agreements with Mr. Wade and Dr. Main, “cause” means any of the following: •the individual having engaged in intentional misconduct causing our material violation of any state or federal laws; •the individual having engaged in a theft of corporate funds or corporate assets or in a material act of fraud upon us; •an act of personal dishonesty taken by the individual that was intended to result in his personal enrichment at our expense; •the individual’s final conviction in a court of competent jurisdiction of a felony; or •a breach by the individual during his employment of the conflict of interest, confidential information and non-competition covenants under the agreement, if such breach results in a material injury to our company. Under each of our employment agreements with Mr. Wade and Dr. Main, “good reason” means any of the following, without the individual’s prior written consent: •any material diminution in the individual’s base compensation, followed by the individual terminating his employment for “good reason” within 120 days after receiving notice of such diminution; •any material diminution in the individual’s authority, duties or responsibilities, followed by the individual terminating his employment for “good reason” within 120 days after receiving notice of such diminution; or •any material breach by our company of the agreement, followed by the individual terminating his employment for “good reason” within 120 days after receiving notice of such breach. Stock Option Agreements Our stock option agreements with the individuals named in the summary compensation table provide that all remaining unvested stock options shall become fully vested upon a change in control of our company. Under the stock option agreements, a “change in control” shall have occurred upon any of the following events: •any person other than Invus, L.P. and its affiliates becomes the beneficial owner of securities representing 35% or more of the combined voting power of our outstanding voting securities; •the approval by our stockholders of a reorganization, merger, or consolidation pursuant to which our stockholders immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than 50% of the combined voting power of the surviving entity’s outstanding voting securities in substantially the same proportions as prior to such reorganization, merger or consolidation; •our liquidation or dissolution or the sale of all or substantially all of our assets; •the election by our stockholders of any person to our board of directors who has not been nominated for election by a majority of the board of directors or any duly appointed committee thereof; •following the election or removal of directors, a majority of the board of directors consists of individuals who were not members of the board of directors two years before such election or removal, unless the election of such individuals to the board of directors has been approved in advance by directors representing a majority of the directors then in office who were directors at the beginning of the two-year period; or •any other corporate event affecting the company deemed to be a “change in control” by the compensation committee. Under the stock option agreements, a change in control shall also have occurred if Invus, L.P. and its affiliates become the beneficial owner of securities representing 50% or more of the combined voting power of our outstanding voting securities other than as a result of the consummation of any of the transactions contemplated by our securities purchase agreement and stockholders’ agreement with Invus, L.P. The pro rata rights offering to our stockholders which we completed in December 2011 and which resulted in Invus and its affiliates becoming the beneficial owner of more than 50% of the outstanding shares of our common stock at such time did not constitute a change in control under the stock option agreements as it was contemplated by our securities purchase agreement with Invus, L.P. Restricted Stock Unit Agreements

  33. Potential Payments upon Termination or Change in Control

    Our restricted stock unit agreements with the individuals named in the summary compensation table provide that the interest of each named executive officer in the shares subject to the restricted stock unit shall become fully vested upon the termination of the named executive officer’s employment by us without cause or by the named executive officer for good reason, in either case following a change in control of our company, or as a result of the named executive officer’s death or disability. Under the restricted stock unit agreements, a “change in control” shall have occurred upon any of the following events: •any person other than Invus, L.P. and its affiliates becomes the beneficial owner of securities representing 35% or more of the combined voting power of our outstanding voting securities; •the consummation of a reorganization, merger, or consolidation pursuant to which our stockholders immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than 50% of the combined voting power of the surviving entity’s outstanding voting securities in substantially the same proportions as prior to such reorganization, merger or consolidation; •our liquidation or dissolution or the sale of all or substantially all of our assets; •following the election or removal of directors, a majority of the board of directors consists of individuals who were not members of the board of directors two years before such election or removal, unless the election of such individuals to the board of directors has been approved in advance by directors representing a majority of the directors then in office who were directors at the beginning of the two-year period; or •any other corporate event affecting the company deemed to be a “change in control” by the compensation committee. Under the restricted stock unit agreements, a change in control shall also have occurred if Invus, L.P. and its affiliates become the beneficial owner of securities representing 50% or more of the combined voting power of our outstanding voting securities other than as a result of the consummation of any of the transactions contemplated by our securities purchase agreement and stockholders’ agreement with Invus, L.P. The pro rata rights offering to our stockholders which we completed in December 2011 and which resulted in Invus and its affiliates becoming the beneficial owner of more than 50% of the outstanding shares of our common stock at such time did not constitute a change in control under the restricted stock unit agreements as it was contemplated by our securities purchase agreement with Invus, L.P. Under the restricted stock unit agreements, “cause” means any of the following: •the individual having engaged in intentional misconduct causing our material violation of any state or federal laws; •the individual having engaged in a theft of corporate funds or corporate assets or in a material act of fraud upon us; •an act of personal dishonesty taken by the individual that was intended to result in personal enrichment of the individual at our expense; •the individual’s final conviction, or entry of any plea other than “not guilty,” in a court of competent jurisdiction of a felony; or •a breach by the individual of any contractual or fiduciary obligation to us, if such breach results in a material injury to us. Under the restricted stock unit agreements, “good reason” means any of the following, without the individual’s prior written consent: •any material diminution in the individual’s base salary; •any material diminution in the individual’s authority, duties or responsibilities; or •any material breach by our company of any contractual obligation to the individual. The following table reflects the amounts the individuals named in the summary compensation table would have been entitled to receive if the foregoing termination or change-in-control events had occurred on December 31, 2023. The table does not take into account any taxes that may have been payable in connection with any of those payments:

  34. Potential Payments upon Termination or Change in Control

    | Name | Aggregate Salary Continuation | Bonus | Other Compensation | Accelerated Portion of Stock Options (5) | Accelerated Portion of Restricted Stock Units (6) | | Lonnel Coats | $749,422(1) | $524,595(1) | $— | $— | $883,131 | | Jeffrey L. Wade | $543,557(2) | $135,889(2) | $— | $— | $356,588 | | Brian T. Crum | $— | $— | $— | $— | $246,809 | | Craig B. Granowitz, M.D., Ph.D. | $495,121(3) | $— | $— | $— | $249,700 | | Alan J. Main, Ph.D. | $455,193(4) | $79,659(4) | $— | $— | $243,300 |

  35. Potential Payments upon Termination or Change in Control

    (1) Reflects aggregate salary continuation payments due as a result of our termination of Mr. Coats' employment without “cause” and bonus payments due as a result of our termination of Mr. Coats' employment without "cause" in connection with a “change in control.” (2) Reflects aggregate salary continuation and partial bonus payments due as a result of our termination of Mr. Wade’s employment without “cause” or Mr. Wade’s termination of his employment for “good reason.” If Mr. Wade’s employment had been terminated at the end of a renewal term through notice of non-renewal, the aggregate salary continuation payment for Mr. Wade would have been $271,779. (3) Reflects aggregate salary continuation payments due as a result of our termination of Dr. Granowitz’s employment without “cause” in connection with a “change in control.” If Dr. Granowitz’s employment had been terminated without “cause” other than in connection with a “change in control,” the aggregate salary continuation payment for Dr. Granowitz would have been $247,561. (4) Reflects aggregate salary continuation and partial bonus payments due as a result of our termination of Dr. Main’s employment without “cause” or Dr. Main’s termination of his employment for “good reason.” If Dr. Main’s employment had been terminated at the end of a renewal term through notice of non-renewal, the aggregate salary continuation payment for Dr. Main would have been $227,597. (5) Reflects the value associated with accelerated vesting of stock options upon the occurrence of a “change of control,” and based on the closing price of our common stock on the Nasdaq Global Select Market on December 29, 2023 of $1.53 per share, less the exercise price payable with respect to the stock options for which vesting would have been accelerated. (6) Reflects the value associated with accelerated vesting of restricted stock units upon termination of employment without “cause” or for “good reason,” in each case following a “change of control,” and based on the closing price of our common stock on the Nasdaq Global Select Market on December 29, 2023 of $1.53 per share.

  36. Director Compensation in 2023

    Director Compensation in 2023 Each non-employee member of our board of directors currently receives the following cash compensation: •an annual retainer of $50,000 for service on the board of directors ($75,000 for service as non-executive chairman of the board of directors), prorated for any partial year of service; •an annual retainer of $10,000 for service on the audit committee of the board of directors ($20,000 for service as chair of the audit committee), prorated for any partial year of service; •an annual retainer of $7,500 for service on the compensation committee of the board of directors ($15,000 for service as chair of the compensation committee), prorated for any partial year of service; and •an annual retainer of $5,000 for service on the corporate governance committee of the board of directors ($10,000 for service as chair of the corporate governance committee), prorated for any partial year of service. Lonnel Coats, our chief executive officer, does not receive additional compensation for his service as a director. Non-employee directors may also be granted stock options, restricted stock awards or restricted stock unit awards under our 2017 Non-Employee Directors’ Equity Incentive Plan. Our board of directors determines the provision of each award granted under the plan, including the type of award, the number of shares subject to such award and any relevant vesting schedule. In accordance with the process for determination of fair market value under the plan, the exercise price for each stock option granted under the plan is equal to the closing price of our common stock, as quoted on the Nasdaq Global Select Market, on the last trading day prior to the grant date. Non-employee directors may not be granted awards under the plan with an aggregate grant date fair value of more than $500,000 during any calendar year, taken together with the cash fees paid to such non-employee director in compensation for service on our board of directors during such calendar year. The following table presents summary information for the year ended December 31, 2023 regarding the compensation of the non-employee members of our board of directors. Mr. Palantoni resigned as director effective July 27, 2023 and Dr. Nies resigned as director effective October 26, 2023. Ms. Sullivan was elected as director on July 27, 2023.

  37. Director Compensation in 2023

    | Name | Fees Earned or Paid in Cash | Option Awards (1) (2) (3) | Restricted Stock Unit Awards (1) (4) | All Other Compensation | Total | | Raymond Debbane | $85,000 | $23,868 | $18,956 | — | $127,824 | | Philippe J. Amouyal | $57,694 | $23,868 | $18,956 | — | $100,518 | | Samuel L. Barker, Ph.D. | $74,633 | $23,868 | $18,956 | — | $117,457 | | Robert J. Lefkowitz, M.D. | $52,133 | $23,868 | $18,956 | — | $94,957 | | Alan S. Nies, M.D. | $40,041 | $23,868 | $18,956 | — | $82,865 | | Frank P. Palantoni | $40,136 | $23,868 | $18,956 | — | $82,960 | | Christopher J. Sobecki | $47,133 | $23,868 | $18,956 | — | $89,957 | | Diane E. Sullivan | $25,747 | $150,670 | $— | — | $176,417 | | Judith L. Swain, M.D. | $62,133 | $23,868 | $18,956 | — | $104,957 |

  38. Director Compensation in 2023

    (1) Reflects the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock options and restricted stock unit awards granted in 2023. See the information appearing under the heading entitled “Stock-Based Compensation” in footnote 2 to our consolidated financial statements included as part of our Annual Report on Form 10-K for the year ended December 31, 2023 for certain assumptions made in the valuation of such stock options and restricted stock unit awards. (2) The non-employee members of our board of directors who held such position on December 31, 2023 held the following aggregate number of unexercised stock options as of such date:

  39. Director Compensation in 2023

    | Name | Number of Securities Underlying Unexercised Stock Options | | Raymond Debbane | 72,454 | | Philippe J. Amouyal | 72,454 | | Samuel L. Barker, Ph.D. | 72,454 | | Robert J. Lefkowitz, M.D. | 72,454 | | Christopher J. Sobecki | 72,454 | | Diane E. Sullivan | 96,515 | | Judith L. Swain, M.D. | 72,454 |

  40. Director Compensation in 2023

    (3) The following table presents the fair value of each grant of stock options in 2023 to non-employee members of our board of directors, computed in accordance with FASB ASC Topic 718:

  41. Director Compensation in 2023

    | Name | Grant Date | Number of Securities Underlying Options | Exercise Price of Option Awards | Closing Market Price on the Grant Date of Option Awards | Grant Date Fair Value of Options | | Raymond Debbane | 4/28/2023 | 12,658 | $2.36 | $2.39 | $23,868 | | Philippe Amouyal | 4/28/2023 | 12,658 | $2.36 | $2.39 | $23,868 | | Samuel L. Barker, Ph.D. | 4/28/2023 | 12,658 | $2.36 | $2.39 | $23,868 | | Robert J. Lefkowitz, M.D. | 4/28/2023 | 12,658 | $2.36 | $2.39 | $23,868 | | Alan S. Nies, M.D. | 4/28/2023 | 12,658 | $2.36 | $2.39 | $23,868 | | Frank P. Palantoni | 4/28/2023 | 12,658 | $2.36 | $2.39 | $23,868 | | Christopher J. Sobecki | 4/28/2023 | 12,658 | $2.36 | $2.39 | $23,868 | | Diane E. Sullivan | 7/27/2023 | 96,515 | $1.94 | $1.91 | $150,670 | | Judith L. Swain, M.D. | 4/28/2023 | 12,658 | $2.36 | $2.39 | $23,868 |

  42. Director Compensation in 2023

    (4) The following table presents the fair value of each grant of restricted stock unit awards in 2023 to non-employee members of our board of directors, computed in accordance with FASB ASC Topic 718:

  43. Director Compensation in 2023

    | Name | Grant Date | Number of Restricted Stock Unit Awards | Per Share Grant Date Fair Value | Grant Date Fair Value of Restricted Stock Unit Awards | | Raymond Debbane | 4/28/2023 | 8,032 | $2.36 | $18,956 | | Philippe Amouyal | 4/28/2023 | 8,032 | $2.36 | $18,956 | | Samuel L. Barker, Ph.D. | 4/28/2023 | 8,032 | $2.36 | $18,956 | | Robert J. Lefkowitz, M.D. | 4/28/2023 | 8,032 | $2.36 | $18,956 | | Alan S. Nies, M.D. | 4/28/2023 | 8,032 | $2.36 | $18,956 | | Frank P. Palantoni | 4/28/2023 | 8,032 | $2.36 | $18,956 | | Christopher J. Sobecki | 4/28/2023 | 8,032 | $2.36 | $18,956 | | Diane E. Sullivan | — | — | $— | $— | | Judith L. Swain, M.D. | 4/28/2023 | 8,032 | $2.37 | $18,956 |