DEF 14A of Quanterix Corp, Apr 15, 2024

DEF 14A of Quanterix Corp

Filed Apr 15, 2024 · FY20230001104659-24-047245

Open on EDGAR

  1. The Board of Directors

    The Board of Directors Our restated certificate of incorporation and our restated bylaws provide that our business is to be managed by or under the direction of our Board of Directors (our “Board”). Our Board is divided into three classes, with one class elected at each annual meeting of stockholders to serve for a three-year term. Our Board currently consists of nine members, classified as follows: (1) Karen Flynn, Martin Madaus, Ph.D. and Laurie Olson constitute Class I with a term ending at the upcoming 2024 annual meeting; (2) Sarah Hlavinka, Masoud Toloue, Ph.D. and David Walt, Ph.D. constitute Class II with a term ending at the 2025 annual meeting; and (3) Brian Blaser, William Donnelly and Paul Meister constitute Class III with a term ending at the 2026 annual meeting. Laurie Olson has informed the Board that she will not stand for re-election at the 2024 annual meeting, and our Board has taken action to reduce the size of our Board to eight members, effective as of the 2024 annual meeting. Our Board accepted the recommendation of the Nominating and Governance Committee and voted to nominate Karen Flynn and Martin Madaus, Ph.D. for election at the annual meeting for a term of three years to serve until the 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified. Set forth in the table and biographies below are the names of the persons nominated as directors and directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years, as of April 1, 2024. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board’s conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is described below.

  2. The Board of Directors

    | Name | Age | Position with the Company | | Masoud Toloue, Ph.D. | 43 | President and Chief Executive Officer and Director | | Brian J. Blaser(1) | 59 | Director | | William Donnelly(3) | 62 | Director | | Karen A. Flynn(1)(2) | 61 | Director | | Sarah E. Hlavinka(2)(3) | 59 | Director | | Martin D. Madaus, Ph.D.(2)(3) | 64 | Chairman of the Board | | Paul M. Meister(3) | 71 | Director | | David R. Walt, Ph.D.(1) | 71 | Director |

  3. The Board of Directors

    (1) Member of our Compensation Committee (2) Member of our Nominating and Governance Committee (3) Member of our Audit Committee Masoud Toloue, Ph.D. has served as a member of our Board and as our President and Chief Executive Officer since April 2022. He served as President, Quanterix and Diagnostics from June 2021 to April 2022. Prior to joining us, Dr. Toloue served as Senior Vice President, Diagnostics at PerkinElmer from February 2021 to June 2021 during which time he grew the business to over fifty percent of the company’s total revenue. Prior to this role, Dr. Toloue led PerkinElmer’s Applied Genomics division from August 2016 to June 2021. Dr. Toloue founded and led the next-generation sequencing business at Bioo Scientific until its acquisition by PerkinElmer in 2016. He also co-founded and led Genohub, where he transformed that company from a supplier of next-generation sequencing matching technology to a leading platform provider for managing sequencing projects globally. Dr. Toloue holds a doctoral degree in molecular cell biology from the University at Buffalo, where he also earned a B.S. in molecular cell biology, and was a postdoctoral fellow in protein biochemistry at The University of Texas Health Science Center in San Antonio. Dr. Toloue’s qualifications for service as a member of our Board include his extensive experience in the life sciences and diagnostics industries, as well as the perspective he brings as our President and Chief Executive Officer. Brian J. Blaser has served as a member of our Board since January 2023. Mr. Blaser was employed by Abbott Laboratories, a global medical device company from 2004 to 2019, in a variety of strategy, operational and diagnostic roles. Most recently, he served as Executive Vice President, Diagnostics Products, of Abbott Laboratories where he oversaw the company’s global diagnostics organization, including its core laboratory, point of care, rapid diagnostics and molecular diagnostics businesses. Over his career, he has held leadership positions in operations, finance, and engineering at Johnson & Johnson, Eastman Kodak, and General Motors. Mr. Blaser currently serves on the board of directors for Meridian Bioscience Inc. and as senior advisor to McKinsey & Company. He is Chair of the University of Dayton School of Engineering Advisory Council and Chairman of the Board of Trustees for Cristo-Rey St. Martin College Prep. He is a former member of the board of the Advanced Medical Technology Association (AdvaMed). Mr. Blaser holds a master’s degree in business administration from the Rochester Institute of Technology and a bachelor’s degree in mechanical engineering technology from the University of Dayton. Mr. Blaser’s qualifications for service as a member of our Board include his over twenty-five years of senior leadership experience in the in-vitro diagnostics industry and his proven track record of creating foundations of exceptional performance standards, teamwork and accountability. William P. Donnelly has served as a member of our Board since August 2023. From 2014 to 2018, Mr. Donnelly served as Executive Vice President responsible for finance, investor relations, supply chain and information technology at Mettler-Toledo International Inc. Mr. Donnelly served as Mettler-Toledo’s Chief Financial Officer from 1997 to 2002 and from 2004 to 2014 and as division head of Mettler-Toledo’s product inspection and certain lab businesses from 2002 to 2004. Mr. Donnelly served in various senior financial roles, including chief financial officer, of Elsag Bailey Process Automation, NV from 1993 to 1997. Prior to that, he was an auditor with PricewaterhouseCoopers LLP from 1983 to 1993. Mr. Donnelly has been a director of Ingersoll Rand since May 2017 and was appointed lead director in November 2021. He also has served as a director of TRowe Price since 2023. Mr. Donnelly received a bachelor’s degree in business administration from John Carroll University. Mr. Donnelly’s qualifications for service as a member of our Board include extensive leadership experience with publicly-held industrial and life science companies, including as chief financial officer. Karen A. Flynn has served as a member of our Board since June 2022. Ms. Flynn retired from her position as Chief Commercial Officer of Catalent, Inc. in September 2022, previously having served Catalent as President, Biologics and Chief Commercial Officer from January 2020 to October 2021. After retirement, Ms. Flynn served on an interim basis as Catalent’s President, Biomodalities from April 2023 to October 2023. Prior to joining Catalent, Ms. Flynn served as the Senior Vice President and Chief Commercial Officer of West Pharmaceutical Services, Inc from 2016 to 2019, having previously served as that company’s President, Pharmaceutical Packaging Systems since 2014. Ms. Flynn has also served on the board of Sotera Health Company since November 2023, is a member of the Board of Trustees of The Franklin Institute, and serves in the Hesburgh Women of Impact mentorship program for the University of Notre Dame. Ms. Flynn is also a director of GermFree Laboratories. Previously, Ms. Flynn was a board member of Catalent from September 2022 to January 2024 and served on the Board of Directors for Recro Pharmaceuticals. Ms. Flynn holds a Master of Science in Business Administration from Boston University, a Master of Science in Engineering from the University of Pennsylvania and a Bachelor of Science in Pre-Professional Studies from the University of Notre Dame. Ms.Flynn’s qualifications for service as a member of our Board include her experience leading high growth businesses and her extensive background in commercial strategy, strategic planning, innovation and quality management. Sarah E. Hlavinka has served as a member of our Board since 2019. Since 2022, Ms. Hlavinka has served as Executive Vice President, Chief Legal Officer and Corporate Secretary of The ODP Corporation, the parent company of Office Depot, LLC and a publicly-traded provider of business services, products and digital workplace technology solutions through an integrated B2B distribution platform. From August 2018 to March 2022, Ms. Hlavinka served as Senior Vice President, General Counsel and Secretary of Itron, Inc., a publicly traded technology and services company focused on critical infrastructure solutions. Prior to joining Itron, from January 2017 to July 2018, Ms. Hlavinka served as Executive Vice President, General Counsel and Secretary of Xerox Corporation, a publicly traded document management systems and solutions company. Prior to joining Xerox Corporation, from 2007 to 2017, Ms. Hlavinka served as Executive Vice President, General Counsel and Secretary of ABM Industries Incorporated, a publicly traded integrated facility services provider. Additionally, Ms. Hlavinka served as a director of Cigna Life Insurance Company of New York from 2013 to 2020. Ms. Hlavinka holds a J.D. from the University of Texas School of Law and a B.A. in history from Texas A&M University. Ms. Hlavinka’s qualifications for service as a member of our Board include her significant experience as a senior executive of global companies operating in a variety of industries and her substantial expertise in corporate governance, mergers and acquisitions and risk management.

  4. The Board of Directors

    Martin D. Madaus, Ph.D. has served as a member of our Board since 2010 and currently serves as our Chairman. Dr. Madaus previously served as our Executive Chairman from November 2010 to June 2014, as our Chief Executive Officer from October 2011 to July 2012 and as our President from June 2011 to July 2012. From September 2020 to April 2021, he served as the Chief Operations Officer of Sherlock Biosciences, Inc., a molecular diagnostics company. He also serves as Operating Executive to The Carlyle Group, a multinational private equity, alternative asset management and financial services corporation, since February 2019. From June 2014 to February 2019, Dr. Madaus served as Chairman and Chief Executive Officer at OrthoClinical Diagnostics, Inc., a diagnostics company that makes products and diagnostic equipment for blood testing. Previously, Dr. Madaus was the Chairman, President and Chief Executive Officer of Millipore Corporation, a life sciences company serving the bioscience research and biopharmaceutical manufacturing industry, from 2005 to 2010, when Millipore was acquired by Merck KGaA. Dr. Madaus currently serves as a member of the board of directors of the following companies: Repligen Corp., a bioprocessing manufacturer, Emulate, Inc., a leading provider of organ-on-a-chip technology; Unchained Labs, Inc., a life science equipment provider, and Syntis Bio, a medical device manufacturer. Dr. Madaus served as a member of the board of directors of Standard Biotools (NASDAQ:LAB) from January 2022 until January 2024 when it was acquired by SomaLogic. Dr. Madaus received a Doctor of Veterinary Medicine from the University of Munich in Germany and a Ph.D. in Veterinary Medicine from the Veterinary School of Hanover in Germany. Dr. Madaus’s qualifications for service as a member of our Board include his extensive public and private company board experience and his substantial knowledge of and managerial experience in the diagnostics industry. Paul M. Meister has served as a member of our Board since 2013. Mr. Meister is a partner in Novalis LifeSciences, a life science focused venture firm, and is Co-Founder and Chief Executive Officer of Liberty Lane Partners, LLC, a private investment company with diverse investments in healthcare, technology, and distribution-related industries. Mr. Meister served as President of MacAndrews & Forbes from 2014 to 2018. Mr. Meister also served as Executive Vice Chairman of Revlon, Inc., a leading beauty products company, on an interim basis from January 2018 to November 2018, when the Chief Executive Officer of Revlon, Inc. resigned. Mr. Meister previously served as Chairman and Chief Executive Officer of inVentiv Health (now known as Syneos Health, Inc.), a provider of commercial, consulting, and clinical research services to the pharmaceutical and biotech industries, from 2010 to 2015. Mr. Meister was Chairman of Thermo Fisher Scientific, Inc., a scientific instruments equipment and supplies company, from November 2006 to April 2007. He was previously an executive officer of Fisher Scientific International, Inc, a predecessor of Thermo Fisher Scientific, Inc. from 1991 to 2006. Mr. Meister has served as a director of Aptiv PLC, a leading global technology and mobility company primarily serving the automotive sector, since 2019; Amneal Pharmaceuticals, Inc., a global pharmaceutical company, since 2019; and Oaktree Acquisitions Corp II, a company incorporated for the purpose of effecting a business combination with one or more businesses, since 2020. He also previously served as a director of Oaktree Acquisitions Corp from 2019 to 2020, Scientific Games Corporation, which provides customized, end-to-end solutions to the gaming industry, from 2012 to 2020, LKQ Corporation, a distributor of vehicle products, from 1999 to 2018, vTv Therapeutics, Inc., a clinical-stage biopharmaceutical company, from 2015 to 2018 and Revlon, Inc. from 2016 to 2019. Mr. Meister is Co-Chair of the University of Michigan’s Life Sciences Institute External Advisory Board and Chair of the Provost’s Advisory Committee. Mr. Meister has an M.B.A. from Northwestern University and a B.A. from the University of Michigan. Mr. Meister’s qualifications for service as a member of our Board include his financial and investment expertise and his extensive knowledge of the life sciences industry. David R. Walt, Ph.D. was our founding scientist and has served as a member of our Board since 2007. Since 2017, Dr. Walt has served as Hansjörg Wyss Professor of Biologically Inspired Engineering and Professor of Pathology at Harvard Medical School in the Department of Pathology at the Brigham and Women’s Hospital and as a core faculty member of the Wyss Institute for Biologically Inspired Engineering. He is also a Howard Hughes Medical Institute Professor. He previously served as University Professor, Professor of Chemistry, Professor of Biomedical Engineering, Professor of Genetics, Professor of Neuroscience, Professor of Cell and Molecular Biology, and Professor of Oral Medicine at Tufts University, from 1981 to 2017. Dr. Walt was also the founding scientist of Illumina, Inc. and served as a member of its board of directors from 1998 to 2016. He served on the board of directors of Cerulean Pharma Inc. (which was acquired by Daré Bioscience, Inc.) from 2016 to 2017. From 2013 to 2021, Dr. Walt served on the board of directors of Exicure, Inc., a publicly traded company that develops therapeutics for immuno-oncology, inflammatory diseases and genetic disorders. Dr. Walt was also a founder and currently serves as a member of the board of directors of Arbor Biotechnologies, Inc., Protillion Biosciences, Sherlock Biosciences, Inc., and Vizgen. He has received numerous national and international awards and honors for his fundamental and applied work in the field of optical sensors, microwell arrays and single molecule detection. He is a member of the U.S. National Academy of Engineering, U.S. National Academy of Medicine, the American Philosophical Society, American Academy of Arts and Sciences, a fellow of the American Institute for Medical and Biological Engineering, a fellow of the National Academy of Inventors, and a fellow of the American Association for the Advancement of Science. He has been inducted in the US National Inventors Hall of Fame. Dr. Walt has a B.S. in Chemistry from the University of Michigan and a Ph.D. in Chemical Biology from Stony Brook University. Dr. Walt’s qualifications for service as a member of our Board include his experience in developing life sciences companies and his expertise in chemistry, diagnostics technologies and biomedical engineering. Our Board reviewed the materiality of any relationship that each of our directors and director nominees has with Quanterix Corporation, either directly or indirectly, including those described under the caption “Certain Relationships and Related Person Transactions” below. Based upon this review, our Board determined that the following directors and director nominees are “independent directors” as defined by The Nasdaq Stock Market: Brian Blaser, William Donnelly, Karen Flynn, Sarah Hlavinka, Martin Madaus, Ph.D., Paul Meister, Laurie Olson and David Walt, Ph.D. In addition, the Board determined that Keith Crandell, who served as a director until June 7, 2023, was an “independent director” as defined by The Nasdaq Stock Market. There are no family relationships between or among any of our directors or director nominees. The principal occupation and employment during the past five years of each of our directors and director nominees was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors or nominees and any other person or persons pursuant to which he or she is to be selected as a director or nominee.

  5. The Board of Directors

    There are no legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

  6. Compensation Governance Highlights

    | What We Do | What We Don’t Do | | Reward performance according to pre-established performance goals | Permit hedging or pledging of our stock | | Provide a meaningful portion of the compensation of our Chief Executive Officer and named executive officers through performance-based or at-risk compensation | Include automatic compensation increases or equity grants in our employment agreements | | Establish stock ownership guidelines for our executive officers | Provide single trigger change of control benefits | | The Compensation Committee retains an independent compensation consultant | Provide for excessive cash severance | | We hold an annual advisory vote on executive compensation | Provide our executives with golden parachute tax gross-ups |

  7. Compensation Governance Highlights

    | What We Do | What We Don’t Do | | Cap payouts under our compensation plans to discourage inappropriate risk taking by our executives | Maintain executive pension plans or other retirement programs that are not generally available to all employees | | Provide for double-trigger change in control severance provisions | |

  8. Compensation Program Overview

    | Element | Award Vehicle | Guaranteed vs. At-Risk | Performance vs. Time-Based | | Base Salary | Cash | Guaranteed | Not applicable | | Annual Cash Incentive Bonus | Cash | At-Risk | Performance-Based | | Long-Term Incentive Equity | Restricted Stock Units (“RSUs”) and Stock Options | At-Risk | Time-Based |

  9. Bases for Our Compensation Policies and Decisions

    Bases for Our Compensation Policies and Decisions As a general guideline, the Compensation Committee seeks to establish the target compensation of our executive officers at or slightly above the median of our peers, assuming that we meet the performance targets established for incentive-based programs. An individual executive’s target compensation may be higher or lower than this guideline based on his or her particular background, experience and performance, market factors and internal equity. These factors are weighed by the Compensation Committee in its judgment, and no one factor takes precedence over the others. In determining our compensation peer group, the Compensation Committee selects companies that are similar to us based on criteria such as industry, market capitalization, revenue and revenue growth and number of employees. In establishing the fiscal 2023 compensation of our executive officers, the Compensation Committee reviewed our compensation peer group with the assistance of PayGov. The companies in our fiscal 2023 peer group were as follows:

  10. Annual Cash Incentive Bonus Program

    Annual Cash Incentive Bonus Program Our Annual Cash Incentive Bonus Program is designed to encourage our executives, including our named executive officers, to achieve specified corporate and individual performance objectives. The Annual Cash Incentive Bonus Program emphasizes pay for performance and is intended to align executive compensation with the achievement of specified operating results. The structure of the 2023 Annual Cash Incentive Bonus Program was established by the Compensation Committee as follows: For each of our named executive officers, the target award is multiplied by a corporate performance factor and an individual performance factor to arrive at the actual award. 2023 Annual Cash Incentive Bonus Program Target Awards. The Compensation Committee annually sets individual target awards expressed as a percentage of each participant’s base salary earned during the year. The Compensation Committee takes into account market data and annual cash incentive levels for comparable positions at companies in our compensation peer group. For the 2023 annual cash incentive bonus program, the Compensation Committee determined that the target incentive opportunities were set as follows for the named executive officers:

  11. Annual Cash Incentive Bonus Program

    | Executive | 2023 Target Award (% of Base Salary) | | Masoud Toloue, Ph.D. | 100% | | Vandana Sriram | 70% | | Michael A. Doyle | 50% |

  12. Annual Cash Incentive Bonus Program

    2023 Annual Cash Incentive Bonus Program Corporate Performance Factor. The parameters for the corporate performance factor were adopted as the weighted average of 2023 revenue, 2023 gross margin and certain corporate strategic objectives. Full year 2023 revenue, second half 2023 revenue growth, non-GAAP gross margin, and strategic objectives contributed 30%, 10%, 30% and 30%, respectively, toward the corporate performance factor, and each ranged between 0.5x for a threshold level of achievement, 1.0x for target level of achievement and 1.5x for a maximum level of achievement. Each performance metric was calculated on a sliding scale between the threshold, target and maximum values, as applicable. Non-GAAP gross margin is calculated by including shipping and handling costs for product sales within cost of product revenue instead of within selling, general and administrative expenses. The strategic objectives included: • launch of certain ADVANTAGE Plus assays for neurological indications by the end of 2023; • continued development of our higher sensitivity instrument platform; launch of certain new assays by the end of 2023; limiting cash burn; • achievement of certain commercial bookings targets; • achievement of revenue targets related to certain strategic initiatives; • improved inventory management; and • full remediation of the material weaknesses identified in 2023. We believe that these objectives were established at levels appropriately challenging to attain and required considerable and increasing collective effort on the part of our employees, including our named executive officers, to achieve. The objectives related to the instrument platform, cash burn, strategic initiative revenues and inventory management were met or exceeded. The objectives related to the launch of ADVANTAGE Plus assays, new assays and commercial bookings were substantially but not fully met. The objective related to full remediation of the material weaknesses was not met. Based on this, the compensation committee scored the achievement of strategic objectives as 5 out of 8 being met. The threshold, target, and maximum goals and the associated payout factors for each performance metric, and the actual performance and performance factors with respect to each such metric as applicable to our named executive officers were as follows:

  13. Annual Cash Incentive Bonus Program

    | | Weight | Threshold (0.5x) | Target (1.0x) | Maximum (1.5x) | Actual | Performance Factor | Weighted Payout | | 2023 Revenue ($)(1) | 30% | $99.2 million | $103.9 million | $113.4 million | $116.4 million | 1.5x | 45% | | 2H 2023 Revenue (% growth) | 10% | 10% | 15% | 25% | 27% | 1.5x | 15% | | Non-GAAP Gross Margin(2) | 30% | 33.6% | 36.6% | 39.6% | 51.1% | 1.5x | 45% | | Strategic Objectives | 30% | 4 of 8 achieved | 5 of 8 achieved | 7 of 8 achieved | 5 of 8 achieved | 1.0x | 30% | | Total | 100% | | | | | | 135% |

  14. Annual Cash Incentive Bonus Program

    (1) 2023 revenue excluded certain recurring revenues specified at the time of establishment of the bonus plan. (2) For the required GAAP reconciliation and other pertinent information, refer to pages 54 and 55 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024. Following its review of these achievements and the Company’s overall performance during 2023, the Compensation Committee approved a corporate performance factor of 1.35x. 2023 Annual Cash Incentive Bonus Program Individual Performance Factor. The individual performance factor for our named executive officers was capped at 1.1x for a maximum level of achievement. Each of our named executive officers was assigned personal objectives designed to support our corporate goals and objectives and to be consistent with the executive’s roles and responsibilities. The individual performance factor for each of our named executive officers was determined by the Compensation Committee based on its assessment of the executive’s individual performance, taking into account the executive’s personal objectives and the recommendation of our Chief Executive Officer (for executives other than himself). For 2023, based on its review of our named executive officers’ respective individual performance, the Compensation Committee established the individual performance factors for our named executive officers as follows: Dr. Toloue — 1.0x, Ms. Sriram — 1.0x, and Mr. Doyle — 0.556x. 2023 Annual Cash Incentive Program Actual Awards Based on the above, our named executive officers received cash payouts under our 2023 Annual Cash Incentive Bonus Program as follows. Payments were determined based on each individual executive’s base salary earned in 2023:

  15. Annual Cash Incentive Bonus Program

    | Executive | Target Award (% of Base Salary) | Corporate Performance Factor | Individual Performance Factor | Payment ($) | | Masoud Toloue, Ph.D. | 100% | 1.35x | 1.0x | $810,000 | | Vandana Sriram(1) | 70% | 1.35x | 1.0x | $151,511 | | Michael A. Doyle(2) | 50% | 1.35x | 0.556x | $165,000 |

  16. Annual Cash Incentive Bonus Program

    Ms. Sriram joined the Company as Chief Financial Officer on August 21, 2023. Her bonus was prorated for her period of employment in 2023. (2) Mr. Doyle’s performance factor reflects non-achievement of an objective to fully remediate the material weaknesses in our internal control over financial reporting described in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024.

  17. 2023 Long-Term Incentive Equity Program

    2023 Long-Term Incentive Equity Program A significant portion of our executive compensation is delivered in the form of long-term equity incentive awards. We believe that equity-based grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, the vesting feature of the equity grants furthers our goal of executive retention by providing an incentive to our executives to remain in our employ during the vesting period. All grants of equity-based awards to our executives are approved by the Equity Award Subcommittee of the Compensation Committee and are made pursuant to our 2017 Employee, Director and Consultant Equity Incentive Plan. In determining the size of equity-based awards to our executives, the Equity Award Subcommittee considers factors such as scope of responsibility, the applicable executive’s performance, the amount of equity previously awarded to the executive, the vesting of such awards, the recommendations of our Chief Executive Officer, equity award levels for similarly situated executives at our peer companies and other market data provided by PayGov, the Compensation Committee’s independent consultant. We have historically granted equity awards in the form of stock options and RSUs. We believe that stock options, which are granted with an exercise price equal to the fair market value of our common stock on the grant date, provide an appropriate long-term incentive for our executives because stock options reward our executives only to the extent our stock price increases over time. Likewise, we believe that RSUs, the value of which tends to be subject to less variability than stock options, encourage our executives to take actions that foster long-term stock price appreciation while also encouraging retention. The Equity Award Subcommittee approved 2023 Long Term Incentive Equity awards for our named executive officers as set forth in the following table:

  18. 2023 Long-Term Incentive Equity Program

    | Executive | 2023 Award Value ($) | Number of Stock Options | Number of RSUs | | Masoud Toloue, Ph.D. | $4,000,000 | 259,416 | 111,178 | | Vandana Sriram(1) | — | — | — | | Michael A. Doyle | $1,500,000 | 31,629 | 13,555 |

  19. 2023 Long-Term Incentive Equity Program

    (1) Ms. Sriram received an initial equity grant upon joining Quanterix in August 2023, which was after the grant of 2023 Long Term Incentive Equity awards. Ms. Sriram’s grant had an award value of $800,000 and was comprised of 29,455 stock options and 12,624 RSUs. The stock options and RSUs granted vest over a four-year period, with one-fourth of each of the stock options and RSUs vesting on the first anniversary of the grant date and the remainder vesting ratably on a monthly basis over the next three years, provided the recipient remains with Quanterix through the applicable vesting date. Stock options were valued according to their Black-Scholes valuation as of the grant date. For our named executive officers, the number of stock options and RSUs awarded was determined on a 70% Option / 30% RSU ratio, which we believe provides an appropriate balance of incentives for our senior executives. Additional detail regarding awards to the named executive officers can be found in the “Summary Compensation Table,” “2023 Fiscal Year Grants of Plan-Based Awards” table and “Outstanding Equity Awards at 2023 Fiscal Year-End” table elsewhere in this proxy statement.

  20. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Dr. Toloue and Ms. Sriram are entitled to specified benefits in the event of the termination of their employment under specified circumstances, including termination following a change of control of the Company. We consider these severance and change of control benefits to be an important component of our executive compensation program and consistent with competitive market practice. We believe that providing appropriate severance and change of control benefits helps to attract and retain qualified executives by mitigating the risks associated with leaving a previous employer and accepting a new position with us, and by reducing financial uncertainty associated with an unexpected termination or termination following a change of control. We have provided more detailed information about these benefits, along with estimates of their value under various circumstances, under the caption “Potential Payments Upon Termination or Change-In-Control” below. Our practice has been to structure change of control benefits so that cash benefits are paid only if the employment of the executive is terminated or if the executive resigns for good reason during a specified period after a change of control has occurred. Vesting of equity in connection with a change of control will generally only occur if the executive is not provided with a comparable replacement equity award or if the employment of the executive is terminated or if the executive resigns for good reason during a specified period before or after the change of control (commonly referred to double trigger vesting).

  21. Employment Agreements with the Current Named Executive Officers

    Employment Agreements with the Current Named Executive Officers Dr. Toloue joined Quanterix in June 2021 as President of Quanterix and Diagnostics. Effective April 25, 2022, Dr. Toloue assumed the role of President and Chief Executive Officer and joined our Board. In connection with Dr. Toloue’s new role, the Compensation Committee approved an amended and restated employment agreement effective as of April 25, 2022. Under the agreement, Dr. Toloue’s initial annualized base salary was $550,000. Dr. Toloue also was eligible for a target award of 100% of his annual base salary under the 2022 Annual Cash Incentive Bonus Program and he was granted a long-term equity incentive equity award, comprised of stock options and RSUs having an aggregate grant-date fair value of $2,000,000, consisting of 70% stock options and 30% restricted stock units and vesting over a four-year period. Pursuant to this agreement, in the event we terminate Dr. Toloue’s employment without cause or Dr. Toloue terminates his employment with us for good reason, he is entitled to continuation of his then-current base salary and health insurance benefits for twelve months, an amount equal to his target bonus for the applicable year and acceleration of any of the unvested portion of his initial equity award that would have vested during the severance period had he remained employed during such time. If such termination occurs within 90 days prior to, or twelve months following, a change in control, he is also entitled to accelerated vesting of all outstanding but unvested equity awards. In April 2024, the agreement was amended to provide for salary continuation for 24 months if he is terminated without cause, or if he resigns for good reason within the 90-day period immediately preceding or the twelve-month period immediately following a change-in-control. Ms. Sriram and Quanterix entered into an employment agreement dated August 3, 2023, pursuant to which she joined the company as Chief Financial Officer on August 21, 2023. Under the employment agreement, her initial annualized base salary was $440,000. Ms. Sriram was also eligible to receive an annual performance bonus with a bonus target of 70% of her annual base salary, based on her actual base salary earned during the year. Ms. Sriram also received an initial sign-on equity award of $800,000, consisting of 70% stock options and 30% restricted stock units and vesting over a four-year period. If Ms. Sriram’s employment is terminated by us without cause or she resigns for good reason, she will receive continued payment of her base salary for six months, payment of an amount equal to her prorated annual target bonus for the year of termination, acceleration of the unvested portion of her initial equity award that would have vested on or before August 21, 2024, and health benefits continuation for six months. If Ms. Sriram’s employment is terminated by us without cause or she resigns for good reason within the 90-day period immediately preceding or the twelve-month period immediately following a change of control of the Company, in addition to the foregoing she will receive acceleration of vesting for all unvested equity. In April 2024, the agreement was amended to provide for (i) salary continuation for twelve months, (ii) payment of target bonus for the year of termination, (iii) acceleration of vesting of all unvested equity and (iv) continuation of health insurance benefits for twelve months, if she is terminated without cause, or if she resigns for good reason within the 90-day period immediately preceding or the twelve month period immediately following a change-in-control of the Company.

  22. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  23. Summary Compensation Table

    Summary Compensation Table The following table shows the total compensation paid or accrued during the fiscal years ended December 31, 2023, 2022 and 2021 to our Chief Executive Officer and Chief Financial Officer and our former Chief Financial Officer and former Executive Director, Finance.

  24. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Masoud Toloue, Ph.D.(6) President and Chief Executive Officer | 2023 | 615,385 | — | 1,647,658 | 2,352,331 | 810,000 | 9,900 | 5,435,274 | | | 2022 | 541,346 | — | 892,113 | 1,107,883 | 412,501 | 3,183 | 2,957,026 | | | 2021 | 278,654 | — | 3,061,463 | — | 298,846 | — | 3,638,963 | | Vandana Sriram(7) Chief Financial Officer and Treasurer | 2023 | 144,083 | — | 307,016 | 492,989 | 151,511 | 3,554 | 1,099,153 | | Michael A. Doyle(8) Former Chief Financial Officer and Former Executive Director, Finance | 2023 | 448,297 | — | 617,875 | 882,124 | 165,000 | 9,900 | 2,123,196 | | | 2022 | 419,847 | — | 401,499 | 498,485 | 142,088 | 8,210 | 1,470,129 | | | 2021 | 183,558 | — | 329,975 | 400,811 | 99,760 | — | 1,014,104 |

  25. Summary Compensation Table

    (1) Included in 2023 salary is $21,154 and $11,220 received by Dr. Toloue and by Mr. Doyle, respectively, as a cash payout for accrued vacation time as we transitioned to an unaccrued, unlimited time-off policy for exempt employees in 2023. (2) These amounts represent the aggregate grant date fair value for RSUs granted during such fiscal year. (3) These amounts represent the aggregate grant date fair value for option awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value for the option awards may be found in Notes 2 and 10 to our consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024. (4) These amounts represent: (i) for 2023, cash amounts paid in 2024 for services in 2023 under the Company’s 2023 Annual Cash Incentive Bonus Plan, (ii) for 2022, cash amounts paid in 2023 for services in 2022 under the Company’s 2022 Annual Cash Incentive Bonus Plan and (iii) for 2021, cash amounts paid in 2022 for services in 2021 under the Company’s 2021 Annual Cash Incentive Bonus Plan. (5) The amounts represent the dollar value of matching contributions under our qualified 401(k) plan. (6) Dr. Toloue joined Quanterix on June 9, 2021 as President of Quanterix and Diagnostics and became President and Chief Executive Officer on April 25, 2022. (7) Ms. Sriram joined Quanterix on August 21, 2023 as Chief Financial Officer. Mr. Doyle served as Chief Financial Officer from July 12, 2021 to August 21, 2023 and as Executive Director, Finance from August 21, 2023 to March 31, 2024.

  26. 2023 Fiscal Year Grants of Plan-Based Awards

    2023 Fiscal Year Grants of Plan-Based Awards The following table shows information regarding grants of non-equity incentive plan awards and grants of equity awards that we made during the fiscal year ended December 31, 2023 to each of our named executive officers.

  27. 2023 Fiscal Year Grants of Plan-Based Awards

    | Name (a) | Grant Date (b) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) (i) | All Other Option Awards: Number of Securities Underlying Options (#)(3) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards ($)(4) (l) | | | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | | | | | | Masoud Toloue, Ph.D. | — | 0 | 600,000 | 990,000 | — | — | — | — | | | 2/2/23 | — | — | — | 111,178 | — | — | 1,647,658 | | | 2/2/23 | — | — | — | — | 259,416 | 14.82 | 2,352,331 | | Vandana Sriram(5) | — | 0 | 100,858 | 166,416 | — | — | — | — | | | 8/21/23 | — | — | — | 12,624 | — | — | 307,016 | | | 8/21/23 | — | — | — | — | 29,455 | 24.32 | 492,989 | | Michael A. Doyle | — | 0 | 220,000 | 363,000 | — | — | — | — | | | 2/2/23 | — | — | — | 41,692 | — | — | 617,875 | | | 2/2/23 | — | — | — | — | 97,281 | 14.82 | 882,124 |

  28. 2023 Fiscal Year Grants of Plan-Based Awards

    (1) Reflects potential payouts under the Company’s 2023 Annual Cash Incentive Bonus Program. Amounts are based on individual performance factors with a range from 0.0x to 1.1x and a corporate performance factor with a range from 0.5x to 1.5x under the 2023 Annual Cash Incentive Bonus Program. (2) Represents RSUs that vest as to 25% on the first anniversary of the grant date, with the remaining 75% vesting in 36 equal monthly installments thereafter. (3) Represents non-qualified options that vest as to 25% on the first anniversary of the grant date, with the remaining 75% vesting in 36 equal monthly installments thereafter. (4) These amounts represent the aggregate grant date fair value for RSUs and option awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value for the option awards may be found in Notes 2 and 10 to our consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024. Ms. Sriram joined the Company as Chief Financial Officer on August 21, 2023, and her target non-equity incentive plan award is prorated for actual salary earned in 2023.

  29. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2023, including both awards subject to performance conditions and non-performance-based awards, for each of our named executive officers.

  30. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Number of Shares or Units or Other Rights That Have Not Vested ($) | | Masoud Toloue, Ph.D. President and Chief Executive Officer | — | — | — | — | 7,050(3) | 192,747 | — | — | | | 37,321(4) | 47,991(4) | $24.40 | 4/25/2032 | — | — | — | — | | | | | | | 20,573(4) | 562,466 | — | — | | | — | 259,416(5) | $14.82 | 2/2/2033 | — | — | — | — | | | — | — | — | — | 111,178(5) | 3,039,607 | — | — | | Vandana Sriram Chief Financial Officer and Treasurer | — | 29,455(6) | $24.32 | 8/21/2033 | — | — | — | — | | | — | — | — | — | 12,624(6) | 345,140 | — | — | | Michael A. Doyle Former Chief Financial Officer and Former Executive Director, Finance | 8,050(7) | 4,854(7) | $59.67 | 7/12/2031 | — | — | — | — | | | — | — | — | — | 2,078(7) | 56,813 | — | — | | | 13,829(8) | 17,800(8) | $29.62 | 4/7/2032 | — | — | — | — | | | — | — | — | — | 7,629(8) | 208,577 | — | — | | | — | 97,281(9) | $14.82 | 2/2/2033 | — | — | — | — | | | — | — | — | — | 41,692(9) | 1,139,859 | — | — |

  31. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) Each of the outstanding equity awards in this table was granted pursuant to the 2017 Plan. Unless otherwise noted below, all equity awards vest, subject to continued service of the officer, as to 25% on the first anniversary of the grant date and as to the remaining 75% in 36 equal installments monthly thereafter. (2) The market value of the stock awards is determined by multiplying the number of shares by $27.34, the closing price of our common stock on The Nasdaq Global Market on December 29, 2023, the last trading day of our fiscal year. (3) On June 9, 2021, Dr. Toloue was granted 50,703 RSUs. The shares underlying the RSUs vest, subject to continued service of Dr. Toloue, as follows: one-third of the shares vested on June 9, 2022, with the remainder vesting over the next two years in equal monthly installments on the last day of each calendar month thereafter. (4) On April 25, 2022, Dr. Toloue was granted (i) an option to purchase 85,312 shares of our common stock and (ii) 36,562 RSUs. (5) On February 2, 2023, Dr. Toloue was granted (i) an option to purchase 259,416 shares of our common stock and (ii) 111,178 RSUs. On August 21, 2023, Ms. Sriram was granted (i) an option to purchase 29,455 shares of our common stock and (ii) 12,624 RSUs. On July 12, 2021, Mr. Doyle was granted (i) an option to purchase 12,904 shares of our common stock and (ii) 5,530 RSUs. (8) On April 7, 2022, Mr. Doyle was granted (i) an option to purchase 31,629 shares of our common stock and (ii) 13,555 RSUs. (9) On February 2, 2023, Mr. Doyle was granted (i) an option to purchase 59,718 shares of our common stock and (ii) 25,594 RSUs.

  32. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table shows information regarding exercises of options to purchase our common stock and vesting of RSUs held by each of our named executive officers named in the Summary Compensation Table during the fiscal year ended December 31, 2023.

  33. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Masoud Toloue, Ph.D. | — | — | 32,885 | 606,053 | | Vandana Sriram | — | — | — | — | | Michael A. Doyle | — | — | 7,306 | 129,001 |

  34. Option Exercises and Stock Vested in 2023

    (1) Consists of RSUs. (2) The value realized represents the number of RSUs vested multiplied by the closing price of our common stock on the date of vesting. Amounts shown in this column do not necessarily represent actual value realized from the sale of the shares acquired upon vesting of RSUs because in many cases the shares are not sold upon vesting but continue to be held by the executive officer.

  35. Pension Benefits

    Pension Benefits We do not have any qualified or non-qualified defined benefit plans.

  36. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plans.

  37. Potential Payments upon Termination or Change-In-Control

    Potential Payments upon Termination or Change-In-Control We have entered into employment agreements with our named executive officers. These agreements establish the named executive officer’s base salary (subject to adjustment), eligibility to participate in the incentive bonus plan, eligibility for annual long-term equity awards and standard employee benefits. Except in the case of Mr. Doyle’s amended and restated agreement (as described below), these agreements also provide for certain severance payments and benefits in connection with the named executive officer’s termination of employment under various circumstances, subject, in each case, to the officer’s execution of a general release of claims, in a form acceptable to the Company, and compliance with certain restrictive covenants. The material terms and conditions of these agreements are summarized below. Masoud Toloue, Ph.D. In connection with our 2022 executive leadership succession plan, effective as of April 25, 2022, we entered into an agreement with Dr. Toloue with respect to his service as President and Chief Executive Officer. Pursuant to this agreement, in the event we terminate his employment without cause or Dr. Toloue terminates his employment with us for good reason, he is entitled to continuation of his then-current base salary and health insurance benefits for twelve months, an amount equal to his target bonus for the applicable year and acceleration of any of the unvested portion of his initial equity award that would have vested during the severance period had he remained employed during such time. If such termination occurs within 90 days prior to, or twelve months following, a change in control, he is also entitled to accelerated vesting of all outstanding but unvested equity awards. In April 2024, the agreement was amended to provide for salary continuation for 24 months if he is terminated without cause, or if he resigns for good reason within the 90-day period immediately preceding or the twelve-month period immediately following a change-in-control.

  38. Payments upon a Triggering Event

    | Name | Base Salary ($) | Lump Sum Bonus Payments ($) | Continuation of Group Health Plan Benefits ($) | Value of Equity Awards ($)(1) | Total ($) | | Masoud Toloue, Ph.D. | 600,000 | 600,000 | 28,663 | 192,747 | 1,421,410 | | Vandana Sriram(2) | 220,000 | 100,858 | 14,332 | 108,521 | 443,711 | | Michael A. Doyle | — | — | — | — | — |

  39. Payments upon a Triggering Event

    | Name | Base Salary ($) | Lump Sum Bonus Payments ($) | Continuation of Group Health Plan Benefits ($) | Value of Equity Awards ($)(1) | Total ($) | | Masoud Toloue, Ph.D. | 600,000 | 600,000 | 28,663 | 7,183,801 | 8,412,464 | | Vandana Sriram(2) | 220,000 | 100,858 | 14,332 | 434,094 | 769,284 | | Michael A. Doyle | — | — | — | — | — |

  40. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation of our “median” employee to the annual total compensation of our Chief Executive Officer, Masoud Toloue, Ph.D., for 2023. As permitted by SEC rules, we used annual base pay (plus overtime and shift differential pay) and target bonus as the consistently applied compensation measure to compare the total compensation of our employees (excluding our CEO) as of December 31, 2023 and to identify our median employee. We annualized the base pay and target bonus for any permanent employees who commenced work during 2023 or who were on unpaid leave during the year. Additionally, compensation for employees outside of the U.S. was converted to U.S. dollars. Using this approach, we identified our median employee. We collected annual total compensation data for our median employee for 2023 using the same methodology we used for our named executive officers as disclosed in the Summary Compensation Table above. The annual total compensation of our median employee for 2023 was $132,895, and our CEO’s compensation as reported in the Summary Compensation Table was $5,435,274, resulting in a ratio of 1:41. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. Given that companies may use a range of methodologies to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  41. Pay versus Performance Disclosure

    Pay versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between the compensation of our current and former principal executive officers (“PEOs”) and other named executive officers and certain Company financial performance measures. The dollar amounts reported below representing “compensation actually paid” have been calculated in accordance with the requirements of Item 402(v) of Regulation S-K. These figures do not reflect the actual amounts of compensation paid to the officers identified during such fiscal years and are based on equity valuation assumptions required by the SEC, which may not reflect actual amounts realized or realizable at vesting or exercise, as applicable.

  42. Pay versus Performance Disclosure

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for E. Kevin Hrusovsky(1) ($) | Summary Compensation Table Total for Masoud Toloue, Ph.D.(2) ($) | Compensation Actually Paid to E. Kevin Hrusovsky(1)(3) ($) | Compensation Actually Paid to Masoud Toloue, Ph.D.(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4)(5) ($) | Total Share- holder Return ($) | Peer Group Total Share- holder Return(6) ($) | Net Income (Loss) ($ in millions) | Revenues ($ in millions) | | 2023 | n/a | 5,435,274 | n/a | 10,859,697 | 1,611,175 | 3,072,778 | 115.70 | 118.87 | (32.3) | 122.4 | | 2022 | 1,921,523 | 2,957,026 | (3,807,926) | 1,699,747 | 1,210,719 | (470,362) | 58.61 | 113.65 | (96.7) | 105.5 | | 2021 | 4,208,194 | n/a | 7,594,456 | n/a | 1,495,417 | 217,434 | 179.43 | 126.45 | (57.7) | 110.6 | | 2020 | 3,520,397 | n/a | 10,186,102 | n/a | 1,855,751 | 3,342,174 | 196.78 | 126.42 | (31.5) | 86.4 |

  43. Pay versus Performance Disclosure

    Mr. Hrusovsky served as Chief Executive Officer until April 25, 2022 and as Executive Chairman from April 25, 2022 until August 8, 2022. (2) Dr. Toloue became President and Chief Executive Officer on April 25, 2022. (3) The following adjustments were made to the designated PEO’s compensation to calculate the amounts shown as “compensation actually paid” for the periods indicated:

  44. Pay versus Performance Disclosure

    | Year | PEO Name | Summary Compensation Table Total ($) | Less Grant Date Fair Value of Equity Awards Granted during Applicable Year ($) | Plus Year-end Fair Value of Equity Awards Granted during Applicable Year ($) | Plus Change in Fair Value as of Year- end of any Prior Year Awards that Remain Unvested as of Year-End ($) | Plus Change in Fair Value as of the Vesting Date of any Prior Year Awards that Vest during Applicable Year ($) | Less Prior Year- end Fair Value of Awards Granted in Prior Year that Failed to Meet Vesting Conditions during Applicable Year ($) | Total Equity Value Reflected in Compensation Actually Paid Calculation ($) | | 2023 | Masoud Toloue, Ph.D. | 5,435,274 | 3,999,989 | 7,923,070 | 1,250,477 | 250,865 | — | 5,424,423 | | 2022 | E. Kevin Hrusovsky | 1,921,523 | 1,400,007 | 864,173 | — | (372,494) | 4,821,121 | (5,729,449) | | 2022 | Masoud Toloue, Ph.D. | 2,957,026 | 1,999,996 | 1,234,526 | (323,502) | (168,307) | — | (1,257,279) | | 2021 | E. Kevin Hrusovsky | 4,208,194 | 3,008,520 | 1,726,302 | 50,554 | 4,617,926 | — | 3,386,262 | | 2020 | E. Kevin Hrusovsky | 3,520,397 | 2,185,995 | 3,790,803 | 2,779,333 | 2,281,563 | — | 6,665,705 |

  45. Pay versus Performance Disclosure

    (4) The dollar amounts represent the average of the amounts reported for the following named executive officers as a group (excluding our PEOs):

  46. Pay versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | | Amol Chaubal | Masoud Toloue, Ph.D. | Michael Doyle | Michael Doyle | | William Geist | Michael Doyle | John Fry | Vandana Sriram | | | Amol Chaubal | Mark Roskey, Ph.D. | | | | John Fry | | | | | William Geist | | | | | Dawn Mattoon | | | | | Shawn Stetson | | |

  47. Pay versus Performance Disclosure

    The following adjustments were made to calculate the amounts shown as “average compensation actually paid” for the periods indicated:

  48. Pay versus Performance Disclosure

    | Year | NEO Names | Summary Compensation Table Total (Average) ($) | Less Grant Date Fair Value of Equity Awards Granted during Applicable Year (Average) ($) | Plus Year- end Fair Value of Equity Awards Granted during Applicable Year (Average) ($) | Plus Change in Fair Value as of Year- end of any Prior Year Awards that Remain Unvested as of Year-End (Average) ($) | Plus Change in Fair Value as of the Vesting Date of any Prior Year Awards that Vest during Applicable Year (Average) ($) | Less Prior Year-end Fair Value of Awards Granted in Prior Year that Failed to Meet Vesting Conditions during Applicable Year (Average) ($) | Total Equity Value Reflected in Average Compensation Actually Paid Calculation ($) | | 2023 | See footnote (4) | 1,611,175 | 1,150,002 | 1,935,392 | 589,183 | 87,031 | — | 1,461,603 | | 2022 | See footnote (4) | 1,210,719 | 761,790 | 375,346 | (118,480) | (132,737) | 1,043,421 | (1,681,081) | | 2021 | See footnote (4) | 1,495,417 | 995,666 | 504,941 | 3,663 | 357,701 | 1,148,621 | (1,277,982) | | 2020 | See footnote (4) | 1,855,751 | 260,261 | 1,382,369 | 266,491 | 97,824 | — | 1,486,423 |

  49. Pay versus Performance Disclosure

    The peer group used is the NASDAQ Biotechnology Index, our peer group used for purposes of Item 201(e) of Regulation S-K.

  50. Comparison of “Compensation Actually Paid” to our Total Shareholder Return (“TSR”)

    Comparison of “Compensation Actually Paid” to our Total Shareholder Return (“TSR”) Our TSR was $196.78, $179.43, $58.61 and $115.70 for the years ended December 31, 2020, 2021, 2022 and 2023, respectively. Mr. Hrusovsky’s “compensation actually paid” was $10.2 million, $7.6 million and ($3.8) million for the years ended December 31, 2020, 2021, and 2022, respectively, and Dr. Toloue’s “compensation actually paid” was $1.7 million and $10.9 million for the years ended December 31, 2022 and 2023, respectively. The average “compensation actually paid” to our other named executive officers was $3.3 million, $0.2 million, ($0.5) million and $3.1 million for the years ended December 31, 2020, 2021, 2022 and 2023, respectively. Our TSR decreased from December 31, 2020 to December 31, 2022 and then increased from December 31, 2022 to December 31, 2023, and “compensation actually paid” to our principal executive officers and average “compensation actually paid” to our other named executive officers decreased between 2020 and 2022 and then increased in 2023 to a level commensurate with 2020.

  51. Comparison of “Compensation Actually Paid” to Net Income (Loss)

    Comparison of “Compensation Actually Paid” to Net Income (Loss) Our net loss was approximately $31.5 million in 2020, $57.7 million in 2021, $96.7 million in 2022 and $32.3 million in 2023. Mr. Hrusovsky’s “compensation actually paid” was $10.2 million, $7.6 million and ($3.8) million for the years ended December 31, 2020, 2021, and 2022, respectively, and Dr. Toloue’s “compensation actually paid” was $1.7 million and $10.9 million for the years ended December 31, 2022 and 2023, respectively. The average “compensation actually paid” to our other named executive officers was $3.3 million, $0.2 million, ($0.5) million and $3.1 million for the years ended December 31, 2020, 2021, 2022 and 2023, respectively. Our net loss increased over the first three years reported and decreased significantly for the last year reported, and “compensation actually paid” to our principal executive officers and average “compensation actually paid” to our other named executive officers decreased between 2020 and 2022 and then increased in 2023 to a level commensurate with 2020.

  52. Comparison of “Compensation Actually Paid” to Company-Selected Measure (Revenues)

    Comparison of “Compensation Actually Paid” to Company-Selected Measure (Revenues) Our revenues were approximately $86.4 million in 2020, $110.6 million in 2021, $105.5 million in 2022 and $122.4 million in 2023. Mr. Hrusovsky’s “compensation actually paid” was $10.2 million, $7.6 million and ($3.8) million for the years ended December 31, 2020, 2021, and 2022, respectively, and Dr. Toloue’s “compensation actually paid” was $1.7 million and $10.9 million for the years ended December 31, 2022 and 2023, respectively. The average “compensation actually paid” to our other named executive officers was $3.3 million, $0.2 million, ($0.5) million and $3.1 million for the years ended December 31, 2020, 2021, 2022 and 2023, respectively. Our revenues increased 28% from 2020 to 2021, decreased by 5% from 2021 to 2022 and increased 16% from 2022 to 2023, and “compensation actually paid” to our principal executive officers and average “compensation actually paid” to our other named executive officers decreased between 2020 and 2022 and then increased in 2023 to a level commensurate with 2020.

  53. Director Compensation

    Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2023 to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our Board.

  54. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Brian J. Blaser(3) | 45,788 | 208,360 | 191,640 | — | 445,788 | | Keith Crandell(4) | 22,674 | 103,947 | 96,057 | — | 222,678 | | William Donnelly(5) | 18,579 | 196,888 | 203,113 | — | 418,580 | | Karen A. Flynn | 51,625 | 103,947 | 96,057 | — | 251,629 | | Sarah E. Hlavinka | 59,960 | 103,947 | 96,057 | — | 259,965 | | Martin D. Madaus, Ph.D. | 75,000 | 103,947 | 96,057 | — | 275,004 | | Paul M. Meister | 59,960 | 103,947 | 96,057 | — | 259,965 | | Laurie J. Olson | 55,000 | 103,947 | 96,057 | — | 255,004 | | David R. Walt, Ph.D. | 47,250 | 103,947 | 96,057 | — | 247,254 |

  55. Director Compensation

    (1) Keith Crandell, William Donnelly, Sarah Hlavinka and Paul Meister elected to receive these fees in the form of common stock in lieu of cash in accordance with our non-employee director compensation policy. See “Non-Employee Director Compensation Policy” below. (2) These amounts represent the aggregate grant date fair value for RSUs and option awards granted to each director in the fiscal year ended December 31, 2023, computed in accordance with FASB ASC Topic 718. For Messrs. Blaser and Donnelly, the amounts represent an equity award with an aggregate value of $400,000 upon their appointment to the Board, and for the other directors, the amounts represent their annual equity award with an aggregate value of $200,000. A discussion of the assumptions used in determining grant date fair value for the option awards may be found in Notes 2 and 10 to our consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024. The following table shows the aggregate number of stock options held by each of our non-employee directors as of December 31, 2023:

  56. Director Compensation

    | Name | Aggregate Number of Shares Subject to Stock Options | | Brian J. Blaser | 24,153 | | William Donnelly | 12,356 | | Karen A. Flynn | 31,965 | | Sarah E. Hlavinka | 47,726 | | Martin D. Madaus, Ph.D. | 47,726 | | Paul M. Meister | 47,726 | | Laurie J. Olson | 31,926 | | David R. Walt, Ph.D. | 47,726 |

  57. Director Compensation

    (3) Mr. Blaser joined our Board effective January 6, 2023. (4) Mr. Crandell served as a director until June 7, 2023. Mr. Donnelly joined our Board effective August 17, 2023. Non-Employee Director Compensation Policy Our non-employee director compensation policy (the “Policy”) effective for 2023 provided for: (A) the annual payment of $40,000 to each of our non-employee directors, or $60,000 in the case of the Chairman or Lead Director; (B) $10,000 to each member of our Audit Committee, or $20,000 in the case of the chairperson; (C) $7,250 to each member of our Compensation Committee, or $15,000 in the case of the chairperson; and (D) $5,000 to each member of our Nominating and Governance Committee, or $10,000 in the case of the chairperson; in each case quarterly in arrears. Each non-employee director may elect to receive these payments in the form of common stock in lieu of cash. The Policy also provides that each non-employee director be granted, on the first trading day of each fiscal year, an annual equity award valued at $200,000, rounded to the nearest whole share. This equity award is comprised of (A) 60% non-qualified stock options to purchase common stock at an exercise price equal to the fair market value as of such grant date and (B) 40% RSUs. The number of options is determined using our standard Black-Scholes valuation methodology. The number of RSUs is determined by dividing total value of the RSUs by the fair market value of our common stock on such grant date. The annual stock options and RSUs vest in full on December 31 of the year in which such awards were granted, provided that the non-employee director is still a director on the applicable vesting date. In addition, under the Policy, each new non-employee director receives an award valued at $400,000 upon his or her initial election or appointment. The award is comprised of (A) 60% non-qualified stock options to purchase common stock at an exercise price equal to the fair market value of our common stock as of such grant date and (B) 40% RSUs. The number of options is determined using our standard Black-Scholes valuation methodology. The number of RSUs is determined by dividing total value of the RSUs by the fair market value of our common stock on such grant date. The initial stock options vest over three years from the date of grant, with one-third vesting on the first anniversary of the applicable grant date and the remainder vesting over the following two years in 24 successive equal monthly installments at the end of each month until the third anniversary of such grant date, provided that the non-employee director is still a director on the applicable vesting date. The RSUs granted to each new non-employee director vest over a three-year period, with one-third vesting on each of the first, second and third anniversaries of the applicable grant date, provided that the non-employee director is still a director on the applicable vesting date. Effective January 1, 2024, the Policy was amended to provide for: (A) the annual payment of $80,000 to the Chairman or Lead Director; and (B) $7,500 to each member of our Compensation Committee. All other terms of the Policy were unchanged. We reimburse in full each non-employee director for all reasonable out-of-pocket expenses incurred in attending each meeting of our Board or its committees. Directors may be reimbursed for travel, food, lodging and other expenses directly related to their service as directors. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our restated certificate of incorporation and restated bylaws.

  58. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board of Directors currently consists of nine members, classified into three classes as follows: (1) Karen A. Flynn, Martin D. Madaus, Ph.D. and Laurie J. Olson constitute Class I with a term ending at the upcoming 2024 annual meeting, (2) Sarah E. Hlavinka, Masoud Toloue, Ph.D. and David R. Walt, Ph.D. constitute Class II with a term ending at the 2025 annual meeting; and (3) Brian J. Blaser, William P. Donnelly and Paul M. Meister constitute Class III with a term ending at the 2026 annual meeting. Laurie J. Olson has informed the Board that she will not stand for re-election at the 2024 annual meeting, and our Board has taken action to reduce the size of our Board to eight members, effective as of the 2024 annual meeting. At each annual meeting of stockholders, directors are elected for a term of three years to succeed those directors whose terms are expiring. Upon the recommendation of our Nominating and Governance Committee, our Board of Directors has voted to nominate Karen A. Flynn and Martin D. Madaus, Ph.D. for election at the annual meeting as Class I directors for a term of three years to serve until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. Unless authority to vote for either of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Karen A. Flynn and Martin D. Madaus, Ph.D. as directors. In the event that any of the nominees becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board of Directors may recommend in that nominee’s place. We have no reason to believe that any of the nominees will be unable or unwilling to serve as a director. A plurality of the shares voted FOR each nominee is required to elect each nominee as a director. THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF KAREN A. FLYNN AND MARTIN D. MADAUS, PH.D. AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.