DEF 14A of Lexicon Pharmaceuticals, Inc., Apr 22, 2025

DEF 14A of Lexicon Pharmaceuticals, Inc.

Filed Apr 22, 2025 · FY20240001062822-25-000023

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 I directors will expire at this annual meeting. The current terms of our Class II and Class III directors will expire at our 2026 and 2027 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 I directors until our 2028 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 I Directors

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

  3. Nominees for Class I Directors

    | Name | Age | Position with the Company | Year First Became a Director | | Raymond Debbane | 70 | Chairman of the Board of Directors (Class I) | 2007 | | Ivan H. Cheung | 48 | Director (Class I) | 2024 |

  4. Nominees for Class I 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.” Ivan H. Cheung has been a director since December 2024, has been chief executive officer and a director of NextPoint Therapeutics since January 2024 and has served as senior advisor to TPG Growth since September 2023. Mr. Cheung previously served in a series of executive leadership positions at Eisai Co., Ltd., where he worked for 18 years, most recently as chairman and chief executive officer of Eisai Inc. from 2016 to July 2023 and strategic advisor from August to December 2023. Prior to joining Eisai, Mr. Cheung spent seven years with Booz Allen Hamilton, Inc., where he held a variety of consulting positions. Mr. Cheung holds a B.S.E. from Duke University and an M.B.A. from Harvard University. Mr. Cheung 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 developed in his numerous leadership positions with Eisai and other organizations. The Board of Directors recommends that stockholders vote “FOR” the foregoing nominees for election as Class I 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) | 70 | Chairman of the Board of Directors (Class I) | | Philippe J. Amouyal (2) | 66 | Director (Class III) | | Samuel L. Barker, Ph.D. (1) (2) | 82 | Director (Class II) | | Ivan H. Cheung (1) | 48 | Director (Class I) | | Michael S. Exton, Ph.D. | 55 | Chief Executive Officer and Director (Class III) | | Christopher J. Sobecki | 66 | Director (Class II) | | Diane E. Sullivan (1) | 63 | Director (Class III) | | Judith L. Swain, M.D. (2) (3) | 76 | 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. Debbane and Mr. Cheung is set forth above under the heading “- Nominees for Class I 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.” 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. Michael S. Exton, Ph.D. has been a director since July 2024 and served for fourteen years in a series of senior leadership positions at Novartis, most recently as cardiometabolism therapeutic head from August 2022 to June 2024. In such role, Dr. Exton led the global cross functional commercial therapeutic areas of cardiovascular and metabolic disease, with key responsibilities in discovery, development, commercial launch preparation, business development, investor relations and media engagement. Dr. Exton’s previous positions with Novartis included vice president and global head, cardiovascular renal and metabolism franchise from November 2021 to August 2022 and vice president and head, cardiovascular renal and metabolism franchise of Novartis USA from January 2018 to August 2022. Prior to joining Novartis, Dr. Exton was director of business development with Invida Pty Ltd and spent nine years with Eli Lilly Australia, where he held a variety of research, business development and commercial positions. Dr. Exton holds a B.Sc. and a Ph.D. in neuroscience from the University of Newcastle and a Ph.D. in immunology from the University of Essen, Germany. Dr. Exton provides us with the benefit of his extensive experience in a wide variety of disciplines within the pharmaceutical industry, including research, development, commercialization and the evaluation and negotiation of strategic acquisitions, licensing and partnerships, as well as his organizational and management skills developed in his numerous leadership positions with Novartis and other pharmaceutical companies. 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.” 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.

  8. Current and Continuing Directors

    Judith L. Swain, M.D. has been a director since September 2007. Dr. Swain is chief medical officer of Physiowave, Inc. and was appointed a director of Wellcome Leap, a foundation supported by Wellcome Trust, in 2024. 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:

  9. Interests of Directors and Executive Officers

    Interests of Directors and Executive Officers Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposed amendment, except to the extent of their ownership in shares of our common stock.

  10. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  11. Compensation Discussion and Analysis

    In February 2022, 2023, 2024 and 2025, 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 2022, 2023, 2024 and 2025, 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 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 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. In determining the cash bonus awards paid in February 2025 with respect to 2024 performance, the compensation committee included the relevant factors described above under “- Corporate and Individual Performance Criteria - February 2025 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 2024 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 2022, 2023, 2024 and 2025, 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 in most years 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. Clawback Policy In accordance with the requirements of the SEC and NASDAQ listing rules, the compensation committee adopted an incentive-based compensation clawback policy in October 2023. The policy generally provides that in the event we are required to prepare an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under securities laws, we will take reasonably prompt action to recoup all compensation that was granted, earned, vested or based upon the attainment of a financial reporting measure and received by any executive officer during the three-year period preceding the date that the restatement was required, to the extent such compensation exceeds the amount such executive officer would have received based on our restated financial statements. Long-Term Stock-Based Incentive Awards in Relation to the Disclosure of Material Nonpublic Information Our long-term stock-based incentive awards are generally granted on fixed dates determined in advance. The compensation committee’s general practice is to complete its annual executive compensation review and determine target compensation for our executives, which coincides with our regularly scheduled meetings of the board of directors, then such long-term stock-based incentive awards are granted. Annual long-term stock-based incentive awards are typically granted to our executives in February of each fiscal year. On limited occasions, the compensation committee may grant long-term stock-based incentive awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. The compensation committee approves all long-term stock-based incentive award grants on or before the grant date and does not grant long-term stock-based incentive awards in anticipation of the release of material nonpublic information. Similarly, the compensation committee does not time the release of material nonpublic information based on long-term stock-based incentive award grant dates.

  12. Summary Compensation Table for 2024

    Summary Compensation Table for 2024 The following table presents summary information regarding the compensation of each of Michael S. Exton, Ph.D., our principal executive officer, and our three other most highly compensated executive officers who were serving as executive officers as of December 31, 2024. The table also includes summary information regarding the compensation of Lonnel Coats, our principal executive officer until July 8, 2024, Jeffrey L. Wade, our principal financial officer until September 30, 2024, Kristen L. Alexander, our principal financial officer from October 1 until December 31, 2024, and Thomas A. Garner, our senior vice president and chief commercial officer until December 6, 2024. 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 21.5%, 26.9% and 23.7% of the total compensation paid to our named executive officers in 2024, 2023 and 2022, respectively, and “Bonus” accounted for approximately 4.6%, 11.3% and 11.3% of the total compensation paid to our named executive officers for 2024, 2023 and 2022, respectively.

  13. Summary Compensation Table for 2024

    | Name and Position | Year | Salary | Bonus | Stock Awards (1) | Option Awards (2) | All Other Compensation (3) | Total | | Michael S. Exton, Ph.D. | 2024 | $303,726 | $222,600 | $— | $2,308,770 | $493 | $2,835,589 | | Chief Executive Officer | | | | | | | | | and Director | | | | | | | | | Brian T. Crum | 2024 | $473,503 | $125,442 | $447,544 | $366,947 | $17,171 | $1,430,607 | | Senior Vice President and | 2023 | $457,936 | $122,404 | $243,899 | $580,897 | $16,139 | $1,421,275 | | General Counsel | 2022 | $438,989 | $155,015 | $250,528 | $590,686 | $15,099 | $1,450,317 | | Craig B. Granowitz, M.D., Ph.D. | 2024 | $501,686 | $199,373 | $478,762 | $392,543 | $16,019 | $1,588,383 | | Senior Vice President and | 2023 | $487,628 | $149,650 | $260,909 | $621,431 | $15,205 | $1,534,823 | | Chief Medical Officer | 2022 | $467,459 | $189,520 | $268,000 | $631,881 | $14,162 | $1,571,022 | | Alan J. Main, Ph.D. | 2024 | $457,802 | $123,372 | $440,170 | $360,901 | $14,278 | $1,396,523 | | Executive Vice President, | 2023 | $442,787 | $120,385 | $239,865 | $571,309 | $13,790 | $1,388,136 | | Innovation and Chemical | 2022 | $426,169 | $152,457 | $246,400 | $580,928 | $12,775 | $1,418,729 | | Sciences | | | | | | | | | Lonnel Coats | 2024 | $438,757 | $— | $1,656,403 | $1,358,106 | $59,507(4) | $3,512,773 | | Former Chief Executive Officer | 2023 | $740,846 | $386,233 | $877,595 | $2,090,227 | $15,220 | $4,110,121 | | and Director | 2022 | $709,637 | $502,005 | $877,088 | $2,067,992 | $13,220 | $4,169,942 | | Jeffrey L. Wade | 2024 | $485,525 | $— | $675,788 | $977,247 | $425,714(5) | $2,564,274 | | Former President and Chief | 2023 | $535,729 | $200,097 | $358,036 | $852,786 | $16,220 | $1,962,868 | | Financial Officer | 2022 | $513,354 | $260,075 | $357,824 | $843,690 | $15,220 | $1,990,163 | | Kristen L. Alexander | 2024 | $295,588 | $67,409 | $128,269 | $105,169 | $16,810 | $613,245 | | Vice President, Finance and | 2023 | $285,359 | $67,463 | $116,105 | $138,269 | $15,788 | $622,984 | | Accounting | 2022 | $269,867 | $82,044 | $101,920 | $120,164 | $14,756 | $588,751 | | Thomas A. Garner | 2024 | $471,032 | $— | $488,330 | $400,387 | $627,676(6) | $1,987,425 | | Former Senior Vice President | 2023 | $214,564 | $276,119 | $— | $219,003 | $568 | $710,254 | | and Chief Commercial Officer | | | | | | | |

  14. Summary Compensation Table for 2024

    (1) Reflects the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock awards granted in 2024, 2023 and 2022, 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 2024, 2023 and 2022. 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, 2024 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.

  15. Summary Compensation Table for 2024

    | | Year | Company 401(k) Matching Contribution | Company Health Savings Account Matching Contribution | Company-Paid Group Term Life Insurance Premiums | | Michael S. Exton, Ph.D. | 2024 | $— | $— | $493 | | Brian T. Crum | 2024 | $13,800 | $2,400 | $971 | | | 2023 | $13,200 | $2,000 | $939 | | | 2022 | $12,200 | $2,000 | $899 | | Craig B. Granowitz, M.D., Ph.D. | 2024 | $13,800 | $1,200 | $1,019 | | | 2023 | $13,200 | $1,000 | $1,005 | | | 2022 | $12,200 | $1,000 | $962 | | Alan J. Main, Ph.D. | 2024 | $13,800 | $— | $478 | | | 2023 | $13,200 | $— | $590 | | | 2022 | $12,200 | $— | $575 | | Lonnel Coats | 2024 | $13,800 | $650 | $524 | | | 2023 | $13,200 | $1,000 | $1,020 | | | 2022 | $12,200 | $— | $1,020 | | Jeffrey L. Wade | 2024 | $13,800 | $1,800 | $764 | | | 2023 | $13,200 | $2,000 | $1,020 | | | 2022 | $12,200 | $2,000 | $1,020 | | Kristen L. Alexander | 2024 | $13,800 | $2,400 | $610 | | | 2023 | $13,200 | $2,000 | $588 | | | 2022 | $12,200 | $2,000 | $556 | | Thomas A. Garner | 2024 | $13,800 | $2,300 | $950 | | | 2023 | $— | $333 | $235 |

  16. Summary Compensation Table for 2024

    (4) Includes $44,533 as compensation for his unused paid time off which had accrued at the time of his retirement, which was calculated and paid to Mr. Coats in accordance with our policies applicable to all employees. (5) Includes (a) $67,500 as compensation for his unused paid time off which had accrued at the time of his termination of employment and paid to Mr. Wade pursuant to his employment agreement, (b) $332,850 in salary continuation and other payments paid to Mr. Wade in 2024 pursuant to his separation agreement and (c) $9,000 in consulting fees paid to Mr. Wade in 2024 pursuant to his consulting agreement. Does not include $472,050 in salary continuation and other payments payable to Mr. Wade in 2025 pursuant to his separation agreement and $15,000 in consulting fees payable to Mr. Wade in 2025 pursuant to his consulting agreement. (6) Includes $610,626 in severance payments paid to Mr. Garner pursuant to his separation agreement. Employment Arrangements Michael S. Exton, Ph.D. In July 2024, we entered into an offer letter with Michael S. Exton, Ph.D. to serve as our chief executive officer. Under the offer letter, Dr. Exton receives a base salary, currently $658,260 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. Exton of 70% of his base salary, subject to adjustment. The offer letter provides for certain severance payments upon the termination of Dr. Exton’s employment and Dr. Exton separately participates in our management severance plan, each 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 $494,600 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. Mr. Crum participates in our management severance plan, as described below under the heading “Executive and Director Compensation - Potential Payments upon Termination or Change in Control.” 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 $529,104 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 and Dr. Granowitz separately participates in our management severance plan, each 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 2001, 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 employment agreement, Dr. Main receives a base salary, currently $486,437 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 employment agreement also provides for certain severance payments upon the termination of Dr. Main’s employment and Dr. Main separately participates in our management severance plan, each as described below under the heading “Executive and Director Compensation - Potential Payments upon Termination or Change in Control.” 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 had served as chief executive officer since October 2021. Under the offer letter, Mr. Coats received a base salary with an annual discretionary bonus based upon specific objectives to be determined by the compensation committee. The offer letter also provided for certain severance payments upon the termination of Mr. Coats’ employment. Mr. Coats retired from such position in July 2024 and no severance payments were payable in connection with his retirement. 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 had served as president and chief financial officer since October 2021. Under the employment agreement, Mr. Wade received a base salary with an annual discretionary bonus based upon specific objectives to be determined by the compensation committee. The employment agreement was at-will and provided for certain severance payments upon the termination of Mr. Wade’s employment. In connection with the termination of his employment in September 2024, we entered into a separation agreement with Mr. Wade providing for certain salary continuation and other payments in lieu of those contained in his employment agreement, as described below under the heading “Executive and Director Compensation - Potential Payments upon Termination or Change in Control.” We also entered into a consulting agreement with Mr. Wade in September 2024 pursuant to which he is providing his consulting and advisory services for a period of eight months and we are paying Mr. Wade fees of $3,000 per month. Kristen L. Alexander. In May 2017, we entered into an offer letter with Kristen L. Alexander to serve as our controller. Ms. Alexander has served as vice president, finance and accounting, since September 2021. Under the offer letter, Ms. Alexander received a base salary, currently $310,078 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 Ms. Alexander of 30% of her base salary, subject to adjustment. Ms. Alexander participates in our management severance plan, as described below under the heading “Executive and Director Compensation - Potential Payments upon Termination or Change in Control.” Thomas A. Garner. In October 2023, we entered into an offer letter with Thomas A. Garner to serve as our senior vice president and chief commercial officer. Under the offer letter, Mr. Garner received a base salary with an annual discretionary bonus based upon specific objectives to be determined by the compensation committee. The offer letter also provided for certain severance payments upon the termination of Mr. Garner’s employment. In connection with the termination of his employment in December 2024, we entered into a separation agreement with Mr. Garner providing for certain severance and other payments in lieu of those contained in his offer letter, as described below under the heading “Executive and Director Compensation - Potential Payments upon Termination or Change in Control.” Pay Ratio

  17. Summary Compensation Table for 2024

    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 Michael S. Exton, Ph.D., our chief executive officer, was $2,835,589 in 2024, or $3,168,387 on an annualized basis; and •The annual total compensation of the employee identified as the median compensated employee of our company (other than Dr. Exton) was $304,524 in 2024. Based on this information, the ratio of the annualized total compensation of Dr. Exton to the median of the annual total compensation of all employees was 10 to 1. We identified our median compensated employee using our total employee population as of December 31, 2024 and consistently applying payroll records reflecting taxable wages for 2024. In making this identification, we annualized the compensation of all permanent employees who were newly hired during 2024. 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 Dr. Exton 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, who served as our chief executive officer during 2024, 2023 and 2022, and Michael S. Exton, Ph.D., who served as our chief executive officer during 2024, and average compensation information for the other individuals named in the summary compensation table for such years, as well as certain measures relating to company performance.

  18. Summary Compensation Table for 2024

    | Year | Summary Compensation Table Total for First PEO (1) | Compensation Actually Paid to First PEO (1) (3) | Summary Compensation Table Total for Second PEO (1) | Compensation Actually Paid to Second PEO (1) (4) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (2) (5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (6) | | 2024 | $3,467,590 | $(884,853) | $2,835,589 | $1,616,932 | $1,598,976 | $878,167 | $19 | $(200,403) | | 2023 | $4,110,121 | $3,055,451 | $— | $— | $1,576,776 | $1,233,210 | $39 | $(177,119) | | 2022 | $4,169,942 | $1,203,063 | $— | $— | $1,622,119 | $828,645 | $48 | $(101,944) |

  19. Summary Compensation Table for 2024

    ______________________ (1) For 2024, our principal executive officers were Lonnel Coats and Michael S. Exton, Ph.D. For 2023 and 2022, our principal executive officer was Lonnel Coats. (2) For 2024, our other named executive officers were Brian T. Crum, Craig B. Granowitz, M.D., Ph.D., Alan J. Main, Ph.D., Jeffrey L. Wade, Kristen L. Alexander and Thomas A. Garner. 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, 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. (3) The following table sets forth the adjustments made during each year to calculate Compensation Actually Paid to our first principal executive officer.

  20. Summary Compensation Table for 2024

    | | 2024 | 2023 | 2022 | | Summary Compensation Table Totals for First PEO | $3,467,590 | $4,110,121 | $4,169,942 | | Add (Subtract): | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (3,014,509) | (2,967,821) | (2,945,080) | | Fair value at year end of equity awards granted during the year | — | 1,989,880 | 1,847,145 | | 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) | | Change in fair value of equity awards granted in prior years that vested during the year | 608,241 | 206,376 | (865,257) | | Equity awards granted in prior years that were forfeited during the year | (1,946,175) | — | — | | Compensation Actually Paid Totals | $(884,853) | $3,055,451 | $1,203,063 |

  21. Summary Compensation Table for 2024

    (4) The following table sets forth the adjustments made during each year to calculate Compensation Actually Paid to our second principal executive officer.

  22. Summary Compensation Table for 2024

    | | 2024 | | Summary Compensation Table Totals for Second PEO | $2,835,589 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (2,308,770) | | Fair value at year end of equity awards granted during the year | 1,090,113 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | — | | Change in fair value of equity awards granted in prior years that vested during the year | — | | Equity awards granted in prior years that were forfeited during the year | — | | Compensation Actually Paid Totals | $1,616,932 |

  23. Summary Compensation Table for 2024

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

  24. Summary Compensation Table for 2024

    | | 2024 | 2023 | 2022 | | Average Summary Compensation Table Totals for Non-PEO NEOs | $1,598,976 | $1,576,776 | $1,622,119 | | Add (Subtract): | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (877,009) | (932,283) | (957,722) | | Fair value at year end of equity awards granted during the year | 263,789 | 625,082 | 600,680 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (198,031) | (94,405) | (260,725) | | Change in fair value of equity awards granted in prior years that vested during the year | 130,573 | 58,040 | (175,708) | | Equity awards granted in prior years that were forfeited during the year | (40,132) | — | — | | Average Compensation Actually Paid Totals | $878,167 | $1,233,210 | $828,645 |

  25. Summary Compensation Table for 2024

    (6) In thousands. From 2022 to 2023, compensation actually paid to Mr. Coats as described in the pay versus performance table increased 154.0%, 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 73.7%. From 2023 to 2024, compensation actually paid to Mr. Coats and Dr. Exton as described in the pay versus performance table decreased 76.0%, average compensation actually paid to our other named executive officers as described in the pay versus performance table decreased 28.8%, our total shareholder return decreased 51.6% and our net income decreased 13.1%. The changes in compensation actually paid to Mr. Coats, Dr. Exton 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 turnover among our named executive officers and 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.

  26. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table presents each grant of restricted stock units and stock options in 2024 to the individuals named in the summary compensation table.

  27. Grants of Plan-Based Awards in 2024

    | 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 | | Michael S. Exton, Ph.D. | 7/8/2024 | | 1,675,000 | 1.67 | $2,308,770 | | Brian T. Crum | 2/8/2024 | 208,160 | | | $447,544 | | | 2/8/2024 | | 208,160 | $2.15 | $366,947 | | Craig B. Granowitz, M.D., Ph.D. | 2/8/2024 | 222,680 | | | $478,762 | | | 2/8/2024 | | 222,680 | $2.15 | $392,543 | | Alan J. Main, Ph.D. | 2/8/2024 | 204,730 | | | $440,170 | | | 2/8/2024 | | 204,730 | $2.15 | $360,901 | | Lonnel Coats | 2/8/2024 | 770,420 | | | $1,656,403 | | | 2/8/2024 | | 770,420 | $2.15 | $1,358,106 | | Jeffrey L. Wade | 2/8/2024 | 314,320 | | | $675,788 | | | 2/8/2024 | | 314,320 | $2.15 | $554,087 | | | 7/8/2024 | | 307,000 | $1.67 | $423,160 | | Kristen L. Alexander | 2/8/2024 | 59,660 | | | $128,269 | | | 2/8/2024 | | 59,660 | $2.15 | $105,169 | | Thomas A. Garner | 2/8/2024 | 227,130 | | | $488,330 | | | 2/8/2024 | | 227,130 | $2.15 | $400,387 |

  28. Grants of Plan-Based Awards in 2024

    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, 2025 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.

  29. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 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, 2024. No exercised stock options or unvested restricted stock units were held by Mr. Coats as of December 31, 2024.

  30. Outstanding Equity Awards at December 31, 2024

    | | 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) | | Michael S. Exton, Ph.D. | — | 1,675,000 | $1.67 | 7/8/2034 | | | | Brian T. Crum | 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 | | | | | 189,260 | — | $3.31 | 2/6/2030 | | | | | 75,480 | 3,280 | $8.38 | 2/11/2031 | | | | | 166,368 | 68,502 | $3.20 | 2/10/2032 | | | | | 138,006 | 163,094 | $2.43 | 2/9/2033 | | | | | — | 208,160 | $2.15 | 2/8/2034 | | | | | | | | | 26,097 | $19,273 | | | | | | | 66,913 | $49,415 | | | | | | | 208,160 | $153,726 | | Craig B. Granowitz, M.D., Ph.D. | 208,336 | 41,664 | $3.54 | 8/2/2031 | | | | | 177,974 | 73,276 | $3.20 | 2/10/2032 | | | | | 147,638 | 174,472 | $2.43 | 2/9/2033 | | | | | — | 222,680 | $2.15 | 2/8/2034 | | | | | | | | | 27,917 | $20,617 | | | | | | | 71,580 | $52,862 | | | | | | | 222,680 | $164,449 | | Alan J. Main, Ph.D. | 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 | | | | | 124,640 | — | $5.16 | 2/7/2029 | | | | | 209,700 | — | $3.31 | 2/6/2030 | | | | | 77,416 | 3,364 | $8.38 | 2/11/2031 | | | | | 163,622 | 67,368 | $3.20 | 2/10/2032 | | | | | 135,733 | 160,397 | $2.43 | 2/9/2033 | | | | | — | 204,730 | $2.15 | 2/8/2034 | | | | | | | | | 25,667 | $18,955 | | | | | | | 65,807 | $48,598 | | | | | | | 204,730 | $151,193 | | Jeffrey L. Wade | 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 | | |

  31. Outstanding Equity Awards at December 31, 2024

    | | 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) | | | 140,900 | — | $5.16 | 2/7/2029 | | | | | 274,200 | — | $3.31 | 2/6/2030 | | | | | 96,410 | 4,190 | $8.38 | 2/11/2031 | | | | | 237,626 | 97,844 | $3.20 | 2/10/2032 | | | | | 202,598 | 239,432 | $2.43 | 2/9/2033 | | | | | — | 314,320 | $2.15 | 2/8/2034 | | | | | — | 307,000 | $1.67 | 7/8/2034 | | | | | | | | | 37,273 | $27,526 | | | | | | | 98,227 | $72,541 | | | | | | | 314,320 | $232,125 | | Kristen L. Alexander | 9,184 | — | $16.40 | 6/12/2027 | | | | | 4,000 | — | $9.79 | 2/8/2018 | | | | | 4,800 | — | $5.16 | 2/7/2029 | | | | | 5,800 | — | $3.31 | 2/6/2030 | | | | | 3,834 | 166 | $8.38 | 2/11/2031 | | | | | 33,850 | 13,930 | $3.20 | 2/10/2032 | | | | | 32,852 | 38,818 | $2.43 | 2/9/2033 | | | | | — | 59,660 | $2.15 | 2/8/2034 | | | | | | | | | 10,617 | $7,841 | | | | | | | 31,853 | $23,523 | | | | | | | 59,660 | $44,059 | | Thomas A. Garner | 67,417 | — | $1.08 | 12/6/2025 | | |

  32. Outstanding Equity Awards at December 31, 2024

    (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 $0.7385 per share on December 31, 2024.

  33. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table presents information about stock option exercises and the vesting of restricted stock units in 2024 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.

  34. Option Exercises and Stock Vested in 2024

    | | 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) | | Michael S. Exton, Ph.D. | — | $— | — | $— | | Brian T. Crum | — | $— | 68,303 | $178,954 | | Craig B. Granowitz, M.D., Ph.D. | — | $— | 63,706 | $166,910 | | Alan J. Main, Ph.D. | — | $— | 67,546 | $176,971 | | Lonnel Coats | — | $— | 245,080 | $642,110 | | Jeffrey L. Wade | — | $— | 97,564 | $255,618 | | Kristen L. Alexander | — | $— | 29,243 | $76,617 | | Thomas A. Garner | — | $— | — | $— |

  35. Option Exercises and Stock Vested in 2024

    (1) Based on the closing price of our common stock on the Nasdaq Global Select Market of $2.62 per share on February 27, 2024, the last trading day prior to the date of vesting.

  36. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Offer Letters and Employment Agreements Michael S. Exton, Ph.D. Our offer letter with Dr. Exton provided that if we terminated Dr. Exton’s employment without “cause,” we would pay Dr. Exton his then-current salary for twelve months pursuant to our normal payroll procedures. If such termination was in connection with a “change in control,” we would pay Dr. Exton 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 provided that if we terminated 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 was terminated without “cause” in connection with a “change in control.” Alan J. Main, Ph.D. Our employment agreement with Dr. Main provided that if we terminated his employment without “cause” or if Dr. Main terminated his employment for “good reason,” we would 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 was terminated at the end of any renewal term through notice of non-renewal, we would pay Dr. Main his then-current salary for six months pursuant to our normal payroll procedures. Management Severance Plan In March 2025, the compensation committee adopted a management severance plan, which will provide severance payments and benefits to our executive officers in connection with certain terminations of employment. The terms of the plan supersede all potential severance payments and benefits contained within executive officers’ individual offer letters and employment agreements. Under the plan, in the event that an executive officer’s employment is terminated by us without “cause” or resigns for “good reason,” if the executive officer signs a release of all claims, then the executive officer would be entitled to lump sum payments equal to (a) 12 months of current base salary, (b) pro-rated amount of current target cash bonus (only if such termination occurs between September 1 and December 31) and (c) an amount approximating 12 months of COBRA premiums for continued coverage under our group health plans, less the employee contribution amount that our similarly situated employees pay for such coverage (only if the executive officer is enrolled in our group health plans and elects to continue such coverage). In the event that such termination of employment occurs within the 24-month period following a “change in control,” if the executive officer signs a release of all claims, then the executive officer would be entitled to lump sum payments equal to (x) 12 months of current base salary (or 18 months of current base salary in the case of our chief executive officer), (y) current target cash bonus and (z) an amount approximating 12 months of COBRA premiums for continued coverage under our group health plans (or 18 months in the case of our chief executive officer), less the employee contribution amount that our similarly situated employees pay for such coverage (only if the executive officer is enrolled in our group health plans and elects to continue such coverage). For purposes of the plan, 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 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 our board of directors consists of individuals who were not members of our board of directors two years before such election or removal; or Separation Agreements Jeffrey L. Wade. Our separation agreement with Mr. Wade provides that we will pay Mr. Wade (a) salary continuation payments in an amount equal to his then-current base annual salary of $585,000 for a period of twelve months, (b) a single, lump sum payment equal to 50% of his then-current target cash bonus, or $175,500, and (c) monthly payments of $3,700 for a period of twelve months to provide for his cost of continued benefit coverage under COBRA. Thomas A. Garner. Our separation agreement with Mr. Garner provided that we would pay Mr. Garner (a) a single, lump sum severance payment of $559,494 and (b) a single, lump sum annual bonus payment for 2024 as determined by us and measured by reference to the payment Mr. Garner would have been eligible to receive after giving effect to individual and company performance for 2024, which amount was determined by the compensation committee to be $51,132. 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,” or as a result of the named executive officer’s death or disability. A “change in control” is defined in each individual stock option agreement, but generally occurs upon 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 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 deemed to be a “change in control” by the compensation committee. Restricted Stock Unit Agreements 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 within 24 months following a “change in control,” or as a result of the named executive officer’s death or disability. A “change in control” is defined in each individual restricted stock unit agreement, but generally occurs upon 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 securities;

  37. Potential Payments upon Termination or Change in Control

    •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 The following table reflects the amounts Dr. Exton, Mr. Crum, Dr. Granowitz, Dr. Main and Ms. Alexander would have been entitled to receive if the foregoing termination or change in control events had occurred on December 31, 2024, in each case without giving effect to the management severance plan adopted by the compensation committee in March 2025. The table also reflects the amounts Mr. Wade and Mr. Garner received or are entitled to receive as a result of the terminations of their employment in September 2024 and December 2024, respectively. Mr. Coats was not entitled to receive any such amounts in connection with his retirement in July 2024. The table does not take into account any taxes that may have been payable in connection with any of those payments:

  38. Potential Payments upon Termination or Change in Control

    | Name | Aggregate Salary Continuation | Bonus | Other Compensation | Accelerated Portion of Stock Options (6) | Accelerated Portion of Restricted Stock Units (7) | | Michael S. Exton, Ph.D. | $636,000(1) | $445,200(1) | $— | $— | $— | | Brian T. Crum | $— | $— | $— | $— | $222,414 | | Craig B. Granowitz, M.D., Ph.D. | $511,212(2) | $— | $— | $— | $237,928 | | Alan J. Main, Ph.D. | $469,987(3) | $82,248(3) | $— | $— | $218,746 | | Jeffrey L. Wade | $585,000(4) | $175,500(4) | $44,400(4) | $— | $— | | Kristen L. Alexander | $— | $— | $— | $— | $75,423 | | Thomas A. Garner | $— | $— | $610,626(5) | $— | $— |

  39. Potential Payments upon Termination or Change in Control

    (1) Reflects aggregate salary continuation payments due as a result of our termination of Dr. Exton’s employment without “cause” and bonus payments due as a result of our termination of Dr. Exton’s employment without "cause" in connection with a “change in control.” (2) 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 payments for Dr. Granowitz would have been $255,606. (3) 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 $234,994. (4) Reflects salary continuation payments, bonus payments and payments to provide for the cost of continued benefit coverage under COBRA, each due as a result of the termination of Mr. Wade’s employment in September 2024. (5) Reflects aggregate severance and bonus payments due as a result of the termination of Mr. Garner’s employment in December 2024. (6) Reflects the value associated with accelerated vesting of stock options upon the occurrence of a “change of control” or as a result of death or disability, and based on the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2024 of $0.7385 per share, less the exercise price payable with respect to the stock options for which vesting would have been accelerated. (7) 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,” or as a result of death or disability, and based on the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2024 of $0.7385 per share.

  40. Director Compensation in 2024

    Director Compensation in 2024 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. Michael S. Exton, Ph.D., 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, 2024 regarding the compensation of the non-employee members of our board of directors. Dr. Lefkowitz resigned as director and Mr. Cheung was elected as director, each on December 2, 2024.

  41. Director Compensation in 2024

    | 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 | $66,161 | $65,890 | — | $217,051 | | Philippe J. Amouyal | $65,000 | $66,161 | $65,890 | — | $197,051 | | Samuel L. Barker, Ph.D. | $77,500 | $66,161 | $65,890 | — | $209,551 | | Ivan H. Cheung | $4,891 | $125,344 | $— | — | $130,235 | | Robert J. Lefkowitz, M.D. | $50,516 | $66,161 | $65,890 | — | $182,567 | | Christopher J. Sobecki | $50,000 | $66,161 | $65,890 | — | $182,051 | | Diane E. Sullivan | $60,000 | $66,161 | $65,890 | — | $192,051 | | Judith L. Swain, M.D. | $70,902 | $66,161 | $65,890 | — | $202,953 |

  42. Director Compensation in 2024

    (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 2024. 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, 2024 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, 2024 held the following aggregate number of unexercised stock options as of such date:

  43. Director Compensation in 2024

    | Name | Number of Securities Underlying Unexercised Stock Options | | Raymond Debbane | 114,503 | | Philippe J. Amouyal | 114,503 | | Samuel L. Barker, Ph.D. | 114,503 | | Ivan H. Cheung | 186,685 | | Christopher J. Sobecki | 114,503 | | Diane E. Sullivan | 141,421 | | Judith L. Swain, M.D. | 114,503 |

  44. Director Compensation in 2024

    (3) The following table presents the fair value of each grant of stock options in 2024 to non-employee members of our board of directors, computed in accordance with FASB ASC Topic 718:

  45. Director Compensation in 2024

    | 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 | 5/13/2024 | 44,906 | $1.79 | $1.87 | $66,161 | | Philippe Amouyal | 5/13/2024 | 44,906 | $1.79 | $1.87 | $66,161 | | Samuel L. Barker, Ph.D. | 5/13/2024 | 44,906 | $1.79 | $1.87 | $66,161 | | Ivan H. Cheung | 12/2/2024 | 186,685 | $0.8037 | $0.8009 | $125,344 | | Robert J. Lefkowitz, M.D. | 5/13/2024 | 44,906 | $1.79 | $1.87 | $66,161 | | Christopher J. Sobecki | 5/13/2024 | 44,906 | $1.79 | $1.87 | $66,161 | | Diane E. Sullivan | 5/13/2024 | 44,906 | $1.79 | $1.87 | $66,161 | | Judith L. Swain, M.D. | 5/13/2024 | 44,906 | $1.79 | $1.87 | $66,161 |

  46. Director Compensation in 2024

    (4) The following table presents the fair value of each grant of restricted stock unit awards in 2024 to non-employee members of our board of directors, computed in accordance with FASB ASC Topic 718:

  47. Director Compensation in 2024

    | 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 | 5/13/2024 | 36,810 | $1.79 | $65,890 | | Philippe Amouyal | 5/13/2024 | 36,810 | $1.79 | $65,890 | | Samuel L. Barker, Ph.D. | 5/13/2024 | 36,810 | $1.79 | $65,890 | | Ivan H. Cheung | — | — | $— | $— | | Robert J. Lefkowitz, M.D. | 5/13/2024 | 36,810 | $1.79 | $65,890 | | Christopher J. Sobecki | 5/13/2024 | 36,810 | $1.79 | $65,890 | | Diane E. Sullivan | 5/13/2024 | 36,810 | $1.79 | $65,890 | | Judith L. Swain, M.D. | 5/13/2024 | 36,810 | $1.79 | $65,890 |