DEF 14A of Keros Therapeutics, Inc., Apr 17, 2024

DEF 14A of Keros Therapeutics, Inc.

Filed Apr 17, 2024 · FY20230001104659-24-048301

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS Our Board is divided into three classes. Each class consists, as nearly as possible, of an equal number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board presently has eight members. There are three Class I directors whose terms of office expire in 2024: Jasbir Seehra, Ph.D., Nima Farzan and Julius Knowles. Dr. Seehra, Mr. Farzan and Mr. Knowles, all current directors, have been nominated for reelection at the Annual Meeting by the Nominating and Corporate Governance Committee.If elected at the Annual Meeting, each of these nominees would serve until the 2027 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting.

  2. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors The Nominating and Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, diversity and high-level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board. To provide a mix of experience and perspective on the Board, the Nominating and Corporate Governance Committee also takes into account geographic, gender, racial, age and ethnic diversity. The following is a brief biography of each nominee for director and each director whose term of office will continue after the Annual Meeting, and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director, as of the date of this Proxy Statement. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

  3. Nominees for Election as a Class I Director for a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

    Nominees for Election as a Class I Director for a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders Jasbir Seehra, Ph.D., age 68, has served as our Chief Executive Officer and as a member of our Board since December 2015. Prior to joining us, Dr. Seehra served as the Chief Scientific Officer at Ember Therapeutics, Inc. from December 2011 to April 2015. From February 2004 to November 2010, Dr. Seehra served as the Co-Founder and Chief Scientific Officer of Acceleron Pharma Inc. He has also served as Vice President of Biological Chemistry at Wyeth Pharmaceuticals Inc. and led the small molecule lead discovery effort at Genetics Institute, Inc., where he helped build the institute’s small molecule drug discovery capabilities, including medicinal chemistry, high throughput screening and structural biology. Dr. Seehra also serves on the board of a private life science company. Dr. Seehra previously served on the board of directors of Eloxx Pharmaceuticals, Inc. Dr. Seehra received a B.Sc. and a Ph.D. in Biochemistry from the University of Southampton in England. He completed his postdoctoral work at the Massachusetts Institute of Technology. Our Board believes that Dr. Seehra’s extensive experience in the pharmaceutical industry and executive leadership experience provides him with the qualifications to serve on our Board. Nima Farzan, age 48, has served as a member of our Board since March 2020. Mr. Farzan has served as a Venture Partner at Foresite Capital since April 2024. Mr. Farzan served as the Chief Executive Officer and director of Kinnate Biopharma Inc. from March 2020 until the company’s acquisition by XOMA Corporation in April 2024. Mr. Farzan served as an advisor for a number of life sciences companies from October 2018 to February 2020. From 2011 to October 2018, Mr. Farzan was employed by PaxVax Corporation, serving as its President and Chief Executive Officer from April 2015 until the company’s acquisition by Emergent Biosolutions Inc. in October 2018. Prior to PaxVax, Mr. Farzan held positions of increasing seniority at Novartis AG from 2003 to 2011. From 1999 to 2002, Mr. Farzan served in various marketing and business development positions at DoubleTwist, Inc. and from 1997 to 1999, Mr. Farzan served as an associate at The Boston Consulting Group. Mr. Farzan has a bachelor’s degree in Human Biology from Stanford University and an M.B.A. from the Harvard Business School. Our Board believes that Mr. Farzan’s significant industry experience and corporate management experience qualify him to serve on our Board. Julius Knowles, age 61, has served as a member of our Board since April 2016. Since January 2014, Mr. Knowles has served as a Partner at Mass General Brigham Ventures (formerly known as Partners Innovation Fund), the venture arm of Mass General Brigham (formerly known as Partners HealthCare). From March 2012 to January 2014, Mr. Knowles served as the Chief Executive Officer of X-BODY BioSciences Inc. (acquired by Juno Therapeutics, Inc.). From October 2006 to February 2012, Mr. Knowles was responsible for global technology and drug discovery collaborations at Novartis, including as the Head of the Platforms team for Strategic Alliances at Novartis Institute of Biomedical Research. From March 2002 to June 2006, Mr. Knowles served as the President of Novalar Pharmaceuticals, Inc. Mr. Knowles previously served as the Vice President of Business Development of Novacea, Inc. (acquired by Transcept Pharmaceuticals, Inc.) from June 2001 to March 2002, the Vice President of Business Development of SGX Pharmaceuticals, Inc. from October 1999 to June 2001 and the Director of Research and Development Planning at Vertex Pharmaceuticals, Inc. from June 1993 to October 1999. Mr. Knowles also serves on the board of several private life science companies. Mr. Knowles received a B.A. with distinction in Chemistry from Carleton College, an M.B.A. from the University of Pennsylvania and an M.Sc. in Chemistry from UC Berkeley. Our Board believes Mr. Knowles’ significant industry experience and corporate management experience qualify him to serve on our Board. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH CLASS I DIRECTOR NOMINEE NAMED ABOVE.

  4. Class II Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    Class II Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Ran Nussbaum, age 51, has served as a member of our Board since April 2016. Since January 2004, Mr. Nussbaum has served as a Managing Partner and the Co-Founder of Pontifax. Mr. Nussbaum previously served as a director of ArQule, Inc. (acquired by Merck & Co., Inc.), BioBlast Pharma Ltd., Eloxx Pharmaceuticals Ltd., Prevail Therapeutics Inc. (acquired by Eli Lilly and Company), VBI Vaccines Inc., Kite Pharma, Inc. (acquired by Gilead Sciences, Inc.) and UroGen Pharma Ltd. He also serves as a board member on many of Pontafix’s portfolio private companies. Our Board believes Mr. Nussbaum’s investment experience in the life sciences industry provides him with the qualifications to serve on our Board. Mary Ann Gray, Ph.D., age 71, has served as a member of our Board since December 2020. Dr. Gray has been President of Gray Strategic Advisors, LLC, a biotechnology strategic planning and advisory firm, since September 2003. Previously, she served as Senior Analyst and Portfolio Manager of Federated Kaufmann Fund. Prior to Federated, she served as a biotechnology equity research analyst at multiple firms. Earlier in her career, she worked as a senior scientist both at Schering Plough Research and NeoRx Corporation. Dr. Gray currently serves on the board of directors of BioAtla, Inc., Compass Therapeutics Inc. and Rapt Therapeutics, Inc. and previously served on the board of directors of many public and private biotechnology companies. Dr. Gray earned a B.S. from University of South Carolina, a Ph.D. in Pharmacology from the University of Vermont and completed her post-doctoral work at Northwestern University Medical School and at the Yale University School of Medicine. Our Board believes that Dr. Gray’s extensive experience in the biotechnology and biopharmaceutical industry qualifies her to serve on our Board. Alpna Seth, Ph.D., age 60, has served as a member of our Board since May 2023. Dr. Seth retired in October 2022 as the President and Chief Executive Officer of Nura Bio Inc., where she served for three years. From July 2017 to January 2019, Dr. Seth was the Chief Operating Officer of Vir Biotechnology, Inc. Prior to joining Vir, Dr. Seth served in several senior global leadership roles of increasing responsibility at Biogen Inc. Most recently, she was Senior Vice President and Global Head of the Biosimilars Business Unit at Biogen Inc. for which she relocated to Europe in 2014. From 1998 through July 2017, Dr. Seth held a range of general management roles at Biogen spanning drug development, commercialization, and international operations, including founding Managing Director of Biogen Idec India and Program Executive for several of Biogen’s major cross-functional drug development programs and commercial product launches. Dr. Seth currently serves on the board of directors of Bio-Techne Corporation and Dr Reddy’s Laboratories. Dr. Seth previously served on the board of directors of Seagen Inc. from 2018 until the company’s acquisition by Pfizer Inc. in December 2023. Dr. Seth received a Ph.D. in Biochemistry and Molecular Biology from University of Massachusetts Medical School and conducted her post-doctoral research at Harvard University in Immunology and Structural Biology, both as a Howard Hughes Medical Institute Fellow. She is also a graduate of the Advanced Management Program at Harvard Business School. Our Board believes that Dr. Seth’s extensive experience in the life sciences industry as well as her corporate management experience qualifies her to serve on our Board.

  5. Class III Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Class III Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Carl L. Gordon, Ph.D., C.F.A., age 59, has served as a member of our Board since March 2020. Dr. Gordon is a founding member, Managing Partner and Co-Head of Global Private Equity at OrbiMed Advisors LLC, an investment firm. Dr. Gordon currently serves on the boards of directors of Adicet Bio, Inc., ArriVent Biopharma, Inc., Compass Therapeutics Inc., and Terns Pharmaceuticals, Inc., as well as several private companies. Dr. Gordon previously served on the boards of directors of several companies, including Arsanis, Inc. (which merged with X4 Pharmaceuticals, Inc.), Alector Inc., Gemini Therapeutics Inc. (which merged with Disc Medicine, Inc.), Kinnate Biopharma, Inc., ORIC Pharmaceuticals, Inc., Passage Bio Inc., Prevail Therapeutics Inc., SpringWorks Therapeutics Inc., Theseus Pharmaceuticals, Inc., and Turning Point Therapeutics, Inc. Dr. Gordon received a B.A. in Chemistry from Harvard College, a Ph.D. in Molecular Biology from the Massachusetts Institute of Technology and was a Fellow at The Rockefeller University. Our Board believes that Dr. Gordon’s scientific expertise, extensive business experience, and experience in venture capital and the life science industry qualify him to serve on our Board. Tomer Kariv, age 62, has served as a member of our Board since January 2020. Mr. Kariv has served as Managing Partner and Co-Founder of The Pontifax Group, or Pontifax, a group of Israeli-based life sciences venture funds focusing on investments in development stage bio-pharmaceutical and med-tech technologies, since December 2004. Mr. Kariv previously served on the boards of 89bio, Inc., Check-Cap Ltd., Eloxx Pharmaceuticals, Inc., LogicBio Therapeutics, Inc. and VBI Vaccines Inc. Mr. Kariv also serves as a member of the boards of several private life sciences companies. Mr. Kariv received a B.A. in Economics from Harvard University and a J.D. from Harvard Law School. Our Board believes Mr. Kariv’s extensive experience as a venture capital investor, financial executive and board member qualifies him to serve on our Board.

  6. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  7. Compensation Highlights for 2023 and Early 2024

    Compensation Highlights for 2023 and Early 2024 We carefully evaluate our compensation arrangements and maintain and develop programs that we feel are the most appropriate to drive results for our Company and our stockholders. We take a holistic approach to designing our policies to align our executive compensation program with our stockholders’ interests and our Company performance, which is best viewed over the long-term to align with product development cycles. Highlights of our executive compensation program in 2023 and early 2024 include: • Base Salary: Our named executive officers’ base salaries for 2023 increased between 2% and 7% as compared to 2022 amounts, which is aligned with actions we have taken across the Company. Annual Cash Performance Bonus: We did not increase target bonus award opportunities for our named executive officers for 2023. After assessing our corporate performance, the Compensation Committee determined that our 2023 performance goals were achieved at 110% and paid performance-based bonuses at 110% of target to our named executive officers. Dr. Seehra received an additional bonus due to his significant individual contributions to the Company. Long-Term Incentive Awards: In 2023, we granted equity awards in the form of time-vesting stock options to our named executive officers in order to incentivize and reward them for stockholder value creation. In 2024, we introduced performance-vesting stock options as part of our Chief Executive Officer’s compensation program for the first time. Specifically, we granted 50% of Dr. Seehra’s 2024 annual equity award in the form of a stock option that vests with reference to achievement of two rigorous pipeline development goals. The remaining 50% of Dr. Seehra’s 2024 annual equity award is in the form of time-vesting stock options.

  8. Compensation Program Objectives, Philosophy and Elements of Compensation

    Compensation Program Objectives, Philosophy and Elements of Compensation Our Compensation Committee is guided by the following objectives and principles when establishing compensation for our executive officers: • Attract, retain and motivate superior executive talent; • Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and • Align our executives’ interests with those of our stockholders through long-term incentives linked to specific performance. We believe that our executive compensation program design features accomplish the following: • Provide base salaries consistent with each executive’s responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security. • Ensure a significant portion of each executive’s compensation is tied to our future share performance, thus aligning their interests with those of our stockholders. • Utilize equity compensation and vesting periods for equity awards that encourage executives to remain employed and focus on sustained share price appreciation. • Utilize a mix between cash and equity compensation designed to encourage strategies and actions that are in our long-term best interests. To achieve our compensation objectives, we historically have provided our executive officers, including our named executive officers, with a compensation package consisting of the following elements:

  9. Compensation Program Objectives, Philosophy and Elements of Compensation

    | Element of Compensation | Objectives | Key Features | | | | that have similar impact on the organization, the executive’s position criticality and experience in role and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific performance objectives, generally determined by our Compensation Committee and communicated at the beginning of the year. Actual bonus amounts earned are determined after the end of the year, based on achievement of the designated performance objectives and individual performance. | | Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term Company performance. Aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Annual equity opportunities are generally reviewed and determined annually at the beginning of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives, aggregate equity usage and market data provided by our independent compensation consultant. Equity awards have historically been granted in the form of time-vesting stock options; in 2024, we introduced performance-vesting stock options into our Chief Executive Officer’s compensation program. |

  10. Key Features of our Executive Compensation Program

    | What We Do | | What We Don’t Do | | √ | Design executive compensation to align pay with performanceX | No hedging or pledging of Company stock | | √ | Conduct a thorough compensation risk analysisX | No excessive health or welfare benefits or perquisites | | √ | Grant annual equity awards over multi-year vesting periodsX | No special retirement benefits | | √ | Compensation Committee composed of all independent directors, which meets regularly in independent session without management presentX | No guaranteed bonuses or base salary increases | | √ | Retain an independent compensation consultant | | | √ | Conduct an annual compensation review | |

  11. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant During 2023, our Compensation Committee continued to retain Aon’s Human Capital Solutions practice (formerly known as Radford), a division of Aon plc (“Aon”), as our independent compensation consultant, due to its extensive analytical and compensation expertise. In this capacity, Aon has advised our Compensation Committee on compensation matters related to the executive and director compensation structure. In 2023, Aon assisted with, among other things: • conducting an executive market pay analysis; • developing a group of peer companies to use as a reference in making executive compensation decisions; • evaluating current executive pay practices and considering alternative compensation programs; • reviewing our director compensation policies and practices; and • assisting in the development of this Compensation Discussion and Analysis. Our Compensation Committee has the sole authority to engage and terminate Aon’s services, as well as to approve its compensation. Aon makes recommendations to our Compensation Committee, but has no authority to make compensation decisions on behalf of us or our Compensation Committee. Aon reported to our Compensation Committee and had direct access to the chairperson and the other members of our Compensation Committee. Beyond data and advice related to executive and director compensation matters, Aon did not provide other services to us in 2023. Our Compensation Committee has analyzed whether the work of Aon as our compensation consultant raised any conflict of interest, considering relevant factors in accordance with SEC guidelines. Based on its analysis, our Compensation Committee determined that the work of Aon and the individual compensation advisors has not created any conflict of interest.

  12. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data Our Compensation Committee believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, our Compensation Committee works annually with Aon to review and amend the list of our peer group companies to be used in connection with assessing compensation practices and pay levels. Our Compensation Committee believes that the peer and market data provided by Aon, along with other factors (including experience, scope of position and individual performance), is an important reference point when setting compensation for our named executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success.

  13. 2023 Peer Group

    2023 Peer Group In September 2022, Aon proposed, and our Compensation Committee approved, a group of companies that would be appropriate peers for 2023 compensation decisions, based on the following criteria: • Sector: Biopharmaceuticals and biotechnology companies • Stage of Development: Phase II companies (with a focus on hematology companies) • Market Capitalization: 0.3x to 3x of our 30-day average market value • Revenue: 0.3x to 3x of our revenue • Headcount: 0.3x to 3x of our 2022 headcount • Years Public: Preference given to companies that went public within the last five years At the time, our 30-day average market capitalization was approximately $919 million, our trailing 12-month revenue was approximately $20 million and our 2022 headcount was 60. Using the above criteria, the following 18 companies were identified as appropriate for our peer group by our Compensation Committee for the purpose of informing executive pay decisions for 2023:

  14. 2023 Peer Group

    | Akero Therapeutics, Inc. (AKRO) | IDEAYA Biosciences, Inc. (IDYA) | Replimune Group, Inc. (REPL) | | Arcturus Therapeutics Holdings Inc. (ARCT) | Iovance Biotherapeutics, Inc. (IOVA) | Rocket Pharmaceuticals, Inc. (RCKT) | | Crinetics Pharmaceuticals, Inc. (CRNX) | KalVista Pharmaceuticals, Inc. (KALV) | Scholar Rock Holding Corporation (SRRK) | | Editas Medicine, Inc. (EDIT) | Kezar Life Sciences, Inc. (KZR) | SpringWorks Therapeutics, Inc. (SWTX) | | Fulcrum Therapeutics, Inc. (FULC) | Kura Oncology, Inc. (KURA) | Syndax Pharmaceuticals Inc. (SNDX) | | Geron Corporation (GERN) | Mersana Therapeutics, Inc. (MRSN) | Zentalis Pharmaceuticals, Inc. (ZNTL) |

  15. Key Factors Used in Determining Executive Compensation

    | • Company performance and business needs • Market data and peer data provided by Aon • The need to attract and retain talent in a highly competitive industry • The executive officer’s individual performance, experience level, scope of job function and criticality of the skill set | • Input from our Chief Executive Officer (other than for himself) • Each executive officer’s current equity ownership and total compensation • Internal pay equity • The impact of aggregate compensation on the annual budget and on stockholder dilution |

  16. Annual Cash Performance Bonus

    Annual Cash Performance Bonus Bonus Targets for 2023 Each of our named executive officers is eligible to receive an annual performance bonus based on the achievement of Company-wide annual performance goals determined by our Compensation Committee. Each named executive officer is assigned a target bonus expressed as a percentage of his base salary. The Compensation Committee and Board determined that the bonus targets from 2022 remained aligned with competitive trends and appropriate for the Company, and as a result, were unchanged for 2023. As such, the target bonus amounts for Dr. Seehra, Mr. Regnante, Dr. Cooper and Mr. Rovaldi for 2023 were set at 50%, 40%, 40% and 50%, respectively. 2023 Performance Goals and Achievement In January 2023, our Compensation Committee adopted our 2023 annual performance goals. Shortly thereafter, we increased the number of sites to be activated for the KER-012 Phase 2 clinical trial in order to minimize enrollment risk related to other third-party clinical trials in pulmonary arterial hypertension. As a result, our development committee determined that our KER-012-related performance goals could not be achieved as initially approved by the Compensation Committee. As a result, in February 2023, our Compensation Committee amended the KER-012 performance goals to ensure that they remained reasonably challenging and appropriate and could effectively serve the goal of incentivizing executive performance. The 2023 performance goals were aggressive and set at challenging levels such that the attainment of executive target annual cash incentive award opportunities was not assured at the time they were set and would require a high level of effort and execution on the part of the executive officers and others in order to achieve the goals. The Compensation Committee believes that each of these goals is strongly aligned to the creation of stockholder value. To determine our corporate performance percentage for 2023, the Compensation Committee employed a holistic analysis that took into account both the extent to which the performance goals had been achieved or exceeded, as well as the relative difficulty of achieving the goals that were met and that were only partially met. In light of the challenging nature of the goals, the Compensation Committee determined our corporate performance percentage to be 110% of the target performance level for 2023. The table below provides additional details about the Compensation Committee’s assessment of our actual performance against our 2023 corporate performance goals:

  17. Annual Cash Performance Bonus

    | 2023 Corporate Objective | Weight(1) | 2023 Highlights | Overall Weighted Achievement(2) | | Advance clinical development of KER-050 | 40% | • Generated data required for “end-of-Phase 2” (“EOP2”) meetings with regulators on the design of the planned Phase 3 clinical trial in patients with MDS • Completed enrollment of Part 1 of the ongoing Phase 2 clinical trial in patients with myelofibrosis, and initiated Part 2 of the trial • Produced sufficient drug substance and drug product for a Phase 3 trial • Stretch: Dosed the first high transfusion burden patient in the iron overload cohort of the ongoing Phase 2 clinical trial in patients with MDS (+5)% | 40% | | Advance clinical development of KER-012 | 30% | • Submitted Investigational New Drug application and European Clinical Trial Application for the Phase 2 clinical trial in patients with PAH • Progress towards site initiation objectives for the Phase 2 clinical trial in patients with PAH | 25% | | Advance clinical development of ALK2 program, including KER-047 | 5% | • Made the decision to deprioritize KER-047 and pause all development activities associated with this asset; accordingly, we early terminated the open-label Phase 2 clinical trial in MDS and myelofibrosis patients with functional iron deficiency • Completed non-clinical studies for an early-stage ALK2 antibody candidate | 5% | | Advance development of the muscle program, including KER-065 | 10% | • Completed KER-065 tech transfer and preparations for Phase 2 clinical trial supply • First patient dosed in ongoing Phase 1 clinical trial in healthy volunteers | 15% | | Advance the discovery pipeline | 5% | • Expanded understanding of activin and ligand traps to provide rationale for new indications | 5% | | Business/Financial Operations | 5% | • Extended our cash runway into 2027 by using our “at the market offering” throughout 2023, and completing an underwritten public offering in January 2024 • Managed the Company’s budget within targeted range | 15% |

  18. Annual Cash Performance Bonus

    | 2023 Corporate Objective | Weight(1) | 2023 Highlights | Overall Weighted Achievement(2) | | | | • Maintained the Company’s readiness for compliance with Section 404(b) of the Sarbanes-Oxley Act of 2002 • Continued to develop a long-term strategic plan for our programs and product candidates • Continued to build and refine an organizational structure to support strategic objectives | | | Presentations and Publications | 5% | • Presented preclinical and clinical data at multiple scientific conferences throughout 2023 | 5% | | | 100% | | 110% |

  19. Annual Cash Performance Bonus

    Percentages in this column represent target base goals and do not include amounts attributable to stretch goals. (2) Percentages in this column also include amounts attributable to achievements that relate to each corporate objective and that provide incremental and significant value to the Company for which the Compensation Committee believed management should be incentivized and rewarded. Our Compensation Committee assessed achievement of the 2023 performance goals following the end of the year, as shown above. Upon the Compensation Committee’s recommendation, in February 2024, the Board approved performance bonuses for our named executive officers in amounts commensurate with the 110% performance goal achievement level. In addition, upon the Compensation Committee’s recommendation, the Board approved an additional discretionary bonus for Dr. Seehra in the amount of $107,250, reflecting our Compensation Committee’s and our Board’s subjective consideration of his significant individual contributions to the Company, including his substantial contributions to our patent portfolio. This discretionary payment is reported in the “Bonus” column in the Summary Compensation Table. The table below reflects each named executive officer’s annual performance bonus for 2023 (and includes, with respect to Dr. Seehra, his additional discretionary bonus):

  20. Annual Cash Performance Bonus

    | Named Executive Officer | Total Incentive Amount Paid ($) | | Jasbir Seehra, Ph.D. | 464,750 | | Keith Regnante | 191,400 | | Simon Cooper, M.B.B.S. | 206,800 | | Christopher Rovaldi | 275,000 |

  21. Equity Compensation

    Equity Compensation We believe that our ability to grant equity awards is a valuable and necessary compensation tool that aligns the financial interests of our executive officers and our stockholders. In addition, we believe that our ability to grant equity awards helps us to attract, retain and motivate executive officers, and fosters an ownership culture, designed to incentivize them to devote their best efforts to the success of our business. As such, our executives generally are awarded an initial grant upon commencement of employment, as well as annual grants thereafter. Additional grants may occur periodically in order to incentivize and reward executives as our Compensation Committee and our Board determine appropriate. As of December 31, 2023, all equity awards granted to our named executive officers had been in the form of stock options that vest based on continuous service with us. Our Compensation Committee believes that stock options are inherently performance-based and automatically link executive pay to stockholder return, as the value realized, if any, from an award of stock options is dependent upon, and directly proportionate to, future appreciation in our stock price. Regardless of the reported value in the Summary Compensation Table, our named executive officers will only receive value from their stock options if the market price of our common stock increases above the market price of our common stock at the time of grant and remains above such price as the stock options continue to vest. In 2024, we introduced performance-vesting stock options into our executive compensation program, as described below. Each of our named executive officers holds stock options under our 2020 Equity Incentive Plan, and some hold options under our 2017 Stock Incentive Plan, as amended. Such options were granted subject to the general terms of the applicable plan and the applicable forms of stock option agreement thereunder. All options are granted with a per share exercise price equal to no less than the fair market value of a share of our common stock on the grant date. All options have a maximum term of up to 10 years from the date of grant, subject to earlier expiration following the cessation of an executive officer’s continuous service with us. Option vesting is subject to acceleration as described below under “Potential Payments upon Termination or Change of Control.” The specific vesting terms of each named executive officer’s stock options are described below under “Outstanding Equity Awards as of December 31, 2023.” For additional information about our equity compensation plans, please see the section titled “Equity Benefit Plans below. 2023 Equity Awards In February 2023, upon the recommendation of our Compensation Committee, our Board granted stock options to our named executive officers, as shown in the table below. Each option has an exercise price of $54.38 per share and vests over a four-year period, with 25% of the shares subject to each option vesting on February 16, 2024, and an additional 6.25% of such shares vesting at the end of each successive three-month period thereafter, subject to the executive’s continuous service with us as of each such vesting date. The options are eligible to accelerate under certain circumstances in accordance with the named executive officer’s employment agreement. In formulating its equity award recommendations, our Compensation Committee used its subjective judgement to determine the amounts it believed were appropriate for each named executive officer, weighing the following factors: market data for the relevant positions (based on award value and percent of company), management of dilution, the retention value of existing holdings, individual performance, expected future contribution and internal equity. The following table sets forth the stock options granted to our named executive officers in 2023:

  22. Equity Compensation

    | Named Executive Officer | Number of Shares Underlying Stock Options | | Jasbir Seehra, Ph.D. | 200,000 | | Keith Regnante | 40,000 | | Simon Cooper, M.B.B.S. | 40,000 | | Christopher Rovaldi | 100,000 |

  23. Equity Compensation

    Preview of 2024 Equity Awards In February 2024, we introduced performance-vesting stock options into our Chief Executive Officer’s long-term incentive package. Specifically, upon the recommendation of our Compensation Committee, our Board granted 50% of Dr. Seehra’s 2024 annual equity award in the form of a stock option that vests based on achievement of two rigorous pipeline development objectives. The remaining 50% of his 2024 annual equity award is in the form of time-vesting stock options. Our Compensation Committee believes a more diversified long-term incentive program, pursuant to which both performance and time-vesting stock options are granted to our Chief Executive Officer, better balances our goal of retaining Dr. Seehra, enhancing stockholder value and motivating and incentivizing extraordinary performance.

  24. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive amounts earned during his term of service, including unpaid salary and unused vacation. Pursuant to the offer letter and employment agreements entered into with each of our named executive officers, our named executive officers are entitled to certain severance benefits upon an involuntary termination without cause (and not due to death or disability) or upon a resignation for good reason, either alone or immediately before or within 12 months following a change in control of our Company, subject to specific requirements, including signing and not revoking a separation agreement and release of claims. Cause, change in control, disability and good reason are defined in the agreements. The Compensation Committee believes that that these severance benefits are necessary to provide stability among our named executive officers, to focus our named executive officers on our business operations and to encourage continued attention and dedication to duties without distractions in connection with a potential change in control transaction or period of uncertainty. On February 29, 2024, Dr. Cooper resigned from his position as our Chief Medical Officer, effective March 12, 2024. Dr. Cooper was not entitled to and did not receive any severance benefits in connection with his resignation. For a detailed description of the severance provisions contained in our named executive officers’ offer letter and employment agreements, see “Potential Payments upon Termination or Change of Control” below.

  25. Code Section 280G

    Code Section 280G Section 280G of the Code (“Section 280G”) disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change of control. In addition, Section 4999 of the Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change of control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options, restricted stock and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In recommending or approving the compensation arrangements for our named executive officers, our Compensation Committee considers all elements of the cost to us of providing such compensation, including the potential impact of Section 280G. However, our Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent.

  26. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options under our equity incentive award plans are accounted for under ASC Topic 718. Our Compensation Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity award programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  27. Equity Grant Timing

    Equity Grant Timing Our Compensation Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers. Historically, annual equity grants to all employees, including our named executive officers, are made at the beginning of the year. Our Compensation Committee will continue to evaluate our equity grant policies as we continue to evolve and grow as a public company.

  28. Summary Compensation Table

    Summary Compensation Table The following table shows, for the years ended December 31, 2023, 2022 and 2021, compensation awarded to, paid to or earned by our NEOs:

  29. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation ($) | Total ($) | | Jasbir Seehra, Ph.D.(4) | 2023 | 649,135 | 107,250 | 7,806,530 | 357,500 | 11,661(5) | 8,932,076 | | Chief Executive Officer and Director | 2022 | 610,817 | 60,500 | 5,475,349 | 302,500 | 11,767 | 6,460,934 | | | 2021 | 556,800 | — | 6,325,872 | 348,000 | 3,287 | 7,233,959 | | Keith Regnante(6) | 2023 | 434,808 | — | 1,561,306 | 191,400 | 9,900(7) | 2,197,414 | | Chief Financial Officer | 2021 | 401,800 | — | 2,444,315 | 200,900 | 540 | 3,047,555 | | Simon Cooper, M.B.B.S.(8) | 2023 | 469,808 | — | 1,561,306 | 206,800 | 7,683(7) | 2,245,597 | | Chief Medical Officer | 2022 | 464,423 | — | 1,659,196 | 184,000 | 5,848 | 2,313,467 | | Christopher Rovaldi(9) | 2023 | 500,000 | — | 3,903,265 | 275,000 | 9,900(7) | 4,688,165 | | Chief Operating Officer | 2022 | 435,352 | — | 3,538,605 | 235,000 | 38,397 | 4,247,354 |

  30. Summary Compensation Table

    (1) Amounts represent discretionary portion of annual performance-based bonuses awarded for the year indicated. For a description of the Company’s annual performance-based bonus program for 2023, see “Compensation Discussion and Analysis — Element of Our 2023 Executive Compensation Program — Annual Cash Performance Bonus” in this Proxy Statement. (2) This column reflects the aggregate grant date fair value of option awards granted during the year measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718, the basis for computing stock-based compensation in our audited consolidated financial statements. This calculation assumes that the NEO will perform the requisite service for the award to vest in full as required by SEC rules. The assumptions we used in valuing options are described in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the NEO upon vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (3) This column reflects the amount of performance-based incentive compensation earned by our NEOs for the periods presented. For a description of the Company’s annual performance-based bonus program for 2023, see “Compensation Discussion and Analysis — Element of Our 2023 Executive Compensation Program — Annual Cash Performance Bonus” in this Proxy Statement. (4) Dr. Seehra is also a member of our Board, but does not receive any additional compensation in his capacity as a director. (5) Represents (i) a match of contributions to the Company’s 401(k) savings plan in the amount of $9,900 and (ii) reimbursed cell phone expenses in the amount of $1,761. (6) Because Mr. Regnante was not an NEO in 2022, SEC rules do not require his compensation for that year to be reported. (7) Represents a match of contributions to the Company’s 401(k) savings plan. (8) Because Dr. Cooper was not an NEO in 2021, SEC rules do not require his compensation for that year to be reported. Mr. Rovaldi’s employment as our Chief Operating Officer commenced on February 1, 2022. Previously, Mr. Rovaldi served as a consultant to us from August 2018 to January 2022. Because Mr. Rovaldi was not an NEO in 2021, SEC rules do not require his compensation for that year to be reported.

  31. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023

  32. Grants of Plan-Based Awards in 2023

    | Name | Award Type | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target ($)(1) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Share) | Grant Date Fair Value of Option Awards ($)(2) | | Jasbir Seehra, Ph.D. | Stock Option | 2/16/2023 | 2/16/2023 | | 200,000(3) | 54.38 | 7,806,530 | | | Annual Cash | | | 325,000 | | | | | Keith Regnante | Stock Option | 2/16/2023 | 2/16/2023 | | 40,000(3) | 54.38 | 1,561,306 | | | Annual Cash | | | 174,000 | | | | | Simon Cooper, M.B.B.S. | Stock Option | 2/16/2023 | 2/16/2023 | | 40,000(3) | 54.38 | 1,561,306 | | | Annual Cash | | | 188,000 | | | | | Christopher Rovaldi | Stock Option | 2/16/2023 | 2/16/2023 | | 100,000(3) | 54.38 | 3,903,265 | | | Annual Cash | | | 250,000 | | | |

  33. Grants of Plan-Based Awards in 2023

    (1) This column sets forth the target amount for each NEO for the year ended December 31, 2023 under our annual performance bonus program. There are no threshold or maximum values applicable. For a description of the Company’s annual performance bonus program for 2023, see “Compensation Discussion and Analysis — Elements of Our 2023 Executive Compensation Program — Annual Cash Performance Bonus” in this Proxy Statement. (2) Amounts reported represent the aggregate grant date fair value of option awards granted during 2023 under our 2020 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in the notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the NEOs upon vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. Annual options awarded under the 2020 Plan. Each option award vests as follows: 25% of the shares subject to the option vest on February 16, 2024 and 6.25% of the shares subject to the option vest at the end of each successive three (3) month period following the first anniversary of the vesting commencement date until the fourth anniversary of the vesting commencement date, subject to continued service through each such applicable vesting date. Options may be exercised when vested following the grant date.

  34. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table sets forth certain information about equity awards granted to our NEOs that remained outstanding as of December 31, 2023.

  35. Outstanding Equity Awards as of December 31, 2023

    | | Option Awards(1) | | | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price Per Share ($) | Option Expiration Date | | Jasbir Seehra, Ph.D. | 2/16/2023 | 2/16/2023(2) | — | 200,000 | 54.38 | 2/15/2033 | | | 1/21/2022 | 1/19/2022(2) | 72,187 | 92,813 | 46.30 | 1/20/2032 | | | 1/10/2021 | 1/7/2021(2) | 87,450 | 39,750 | 70.93 | 1/9/2031 | | | 4/7/2020 | 3/1/2020(2) | 653,033 | 43,536 | 16.00 | 4/6/2030 | | | 6/19/2019 | 12/1/2018(2) | 45,087 | — | 0.48 | 6/18/2029 | | | 3/26/2018 | 12/18/2017(3) | 8,822 | — | 0.30 | 3/25/2028 | | | 3/26/2018 | 12/18/2017(4) | 301,811 | — | 0.30 | 3/25/2028 | | Keith Regnante | 2/16/2023 | 2/16/2023(2) | — | 40,000 | 54.38 | 2/15/2033 | | | 1/21/2022 | 1/19/2022(2) | 21,875 | 28,125 | 46.30 | 1/20/2032 | | | 1/10/2021 | 1/7/2021(2) | 33,790 | 15,360 | 70.93 | 1/9/2031 | | | 4/7/2020 | 3/1/2020(2) | 17,278 | 1,152 | 16.00 | 4/6/2030 | | | 4/7/2020 | 2/24/2020(2) | 85,270 | 8,352 | 16.00 | 4/6/2030 | | Simon Cooper, M.B.B.S. | 2/16/2023 | 2/16/2023(2) | — | 40,000 | 54.38 | 2/15/2033 | | | 1/21/2022 | 1/19/2022(2) | 21,875 | 28,125 | 46.30 | 1/20/2032 | | | 8/10/2021 | 8/2/2021(2) | 33,750 | 26,250 | 34.98 | 8/9/2031 | | Christopher Rovaldi | 2/16/2023 | 2/16/2023(2) | — | 100,000 | 54.38 | 2/15/2033 | | | 2/1/2022 | 2/1/2022(2) | 43,750 | 56,250 | 49.34 | 1/31/2032 | | | 2/11/2021 | 2/10/2021(2) | 13,750 | 6,250 | 64.15 | 2/10/2031 | | | 4/7/2020 | 1/1/2020(2) | 7,138 | 864 | 16.00 | 4/7/2030 | | | 9/19/2019 | 9/19/2019(2) | 2,304 | — | 0.48 | 9/18/2029 |

  36. Outstanding Equity Awards as of December 31, 2023

    (1) All of the option awards listed in the table above granted prior to the pricing of our IPO on April 7, 2021 were granted under our 2017 Plan and all of the option awards granted on or after the pricing of our IPO were granted under our 2020 Plan. (2) Each option award vests as follows: 25% of the shares subject to the option vest on the first anniversary of the vesting commencement date and 6.25% of the shares subject to the option vest at the end of each successive three (3) month period following the first anniversary of the vesting commencement date until the fourth anniversary of the vesting commencement date, subject to continued service through each such applicable vesting date. (3) Each option award vests as follows: 8.33% of the shares subject to the option vest at the end of each successive three (3) month period following the vesting commencement date until the third anniversary of the vesting commencement date, subject to continued service through each such applicable vesting date. Each option award vests as follows: 50% of the shares subject to the option are fully vested and 6.25% of the shares subject to the option vest at the end of each successive three (3) month period following the vesting commencement date until the second anniversary of the vesting commencement date, subject to continued service through each such applicable vesting date.

  37. Option Exercises in 2023

    Option Exercises in 2023 The table below sets forth the number of shares acquired and the value realized upon the exercise of stock options during fiscal year 2023 by each of our NEOs.

  38. Option Exercises in 2023

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Jasbir Seehra, Ph.D. | 4,000 | 158,640 | | Keith Regnante | 40,000 | 1,224,174 | | Simon Cooper, M.B.B.S. | — | — | | Christopher Rovaldi | — | — |

  39. Option Exercises in 2023

    (1) The value realized upon exercise is the difference between the fair value of our common stock at the time of exercise and the exercise price, multiplied by the number of shares acquired on exercise.

  40. Pension Benefits

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

  41. Nonqualified Deferred Compensation

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

  42. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control Regardless of the manner in which an NEO’s service terminates, each NEO is entitled to receive amounts earned during his term of service, including unpaid salary and unused vacation. Pursuant to the employment agreements entered into with each of our NEOs, our NEOs are entitled to certain severance benefits, subject to specific requirements, including signing and not revoking a separation agreement and release of claims. Cause, change of control, disability and good reason are defined in the agreements. If the executive is terminated by the Company involuntarily without cause (and not due to death or disability) or the executive resigns for good reason, in each case, not in connection with a change of control then: • With respect to Dr. Seehra, he will be entitled to cash severance equal to continued base salary payments for 12 months; continued vesting of the executive’s options for a period of 12 months; a lump sum payment equal to 100% of the executive’s target bonus pro-rated for the year of termination, only if the executive is terminated on or after July 1 of the calendar year; and payment of COBRA premiums for up to 12 months. • With respect to Mr. Regnante, Dr. Cooper and Mr. Rovaldi, the executive will be entitled to cash severance equal to continued base salary payments for nine months and payment of COBRA premiums for up to nine months. If immediately before or within 12 months following a change of control, the executive is terminated by the Company or successor involuntarily without cause (and not due to death or disability) or the executive resigns for good reason, the executive shall be entitled to cash severance equal to continued base salary payments for 18 months for Dr. Seehra or for 12 months for our other NEOs; acceleration of all of the executive’s unvested and outstanding equity awards; a lump sum payment equal to 100% of the executive’s target bonus for the year of termination; and payment of COBRA premiums for up to 18 months for Dr. Seehra or up to 12 months for our other NEOs. The table below shows estimates of the compensation payable to each of our NEOs upon their termination of employment with the Company and/or upon a change of control, calculated as if the triggering event had occurred effective December 31, 2023. The actual amounts due to any one of the NEOs upon termination of employment can only be determined at the time of the termination. There can be no assurance that a termination or change of control would produce the same or similar results as those described below if it occurs on any other date or at any other stock price, or if any assumption is not, in fact, correct.

  43. Potential Payments upon Termination or Change of Control

    | Name | Termination Without Cause or for Good Reason Following a Change of Control ($) | Termination Without Cause or for Good Reason Not in Connection with a Change of Control ($) | 2020 Plan — Certain Corporate Transactions ($)(1) | | Jasbir Seehra, Ph.D. | | | | | Cash Severance (Salary) | 975,000 | 650,000 | — | | Cash Severance (Bonus) | 325,000 | 325,000 | — | | Option Acceleration(2) | 1,034,415 | 1,034,415 | 1,034,415 | | Health Benefits | 31,371 | 20,914 | — | | Keith Regnante | | | | | Cash Severance (Salary) | 435,000 | 326,250 | — | | Cash Severance (Bonus) | 174,000 | — | — | | Option Acceleration(2) | 225,815 | — | 225,815 | | Health Benefits | 31,372 | 23,529 | — | | Simon Cooper, M.B.B.S. | | | | | Cash Severance (Salary) | 470,000 | 352,500 | — | | Cash Severance (Bonus) | 188,000 | — | — | | Option Acceleration(2) | 125,475 | — | 125,475 | | Health Benefits | 20,914 | 15,685 | — | | Christopher Rovaldi | | | | | Cash Severance (Salary) | 500,000 | 375,000 | — | | Cash Severance (Bonus) | 250,000 | — | — | | Option Acceleration(2) | 20,529 | — | 20,529 | | Health Benefits | 31,372 | 23,529 | — |

  44. Potential Payments upon Termination or Change of Control

    (1) These benefits would be payable under the 2020 Plan upon certain specified significant corporate transactions in which the surviving or acquiring corporation elects not to assume, continue or substitute for each outstanding award and such NEO’s employment continues, assuming the vesting acceleration took place on December 31, 2023. For a description of the potential vesting acceleration provisions in the 2020 Plan, see “Equity Benefit Plans” below. (2) The value of acceleration of stock options is calculated based on the difference between the closing price of our common stock on December 29, 2023, the last trading day of fiscal year 2023 ($39.76 per share), and the exercise price of stock options multiplied by the number of unvested stock options that vest in connection with the applicable triggering event.

  45. ITEM 402(V) PAY VERSUS PERFORMANCE

    ITEM 402(V) PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay. For additional information about our compensation and pay-for-performance philosophy and how we align executive compensation with Company performance, refer to “Compensation Discussion and Analysis” in this Proxy Statement, beginning on page 30.

  46. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in “Compensation Discussion and Analysis.” In 2023, the Company did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to the NEOs. Accordingly, we have omitted the tabular list of financial performance measures and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. Our Chief Executive Officer is our principal executive officer and is referred to as “PEO” in the headers to the following tables.

  47. Pay Versus Performance

    Pay Versus Performance

  48. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO(1)(2) ($) | Compensation Actually Paid to PEO(1)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) ($) | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4) ($) | Net Loss (in thousands)(5) ($) | | 2023 | 8,932,076 | 3,436,404 | 3,043,725 | 1,669,962 | 56.37 | 94.03 | (152,992) | | 2022 | 6,460,934 | 710,054 | 3,280,411 | 2,545,058 | 68.07 | 89.90 | (104,679) | | 2021 | 7,233,959 | (4,452,339) | 2,876,731 | (724,895) | 82.95 | 100.02 | (58,744) |

  49. Pay Versus Performance

    (1) NEOs included in these tables reflect the following individuals:

  50. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | Jasbir Seehra | Keith Regnante, Simon Cooper, Christopher Rovaldi | | 2022 | Jasbir Seehra | Simon Cooper, Christopher Rovaldi | | 2021 | Jasbir Seehra | Keith Regnante, Jennifer Lachey |

  51. Pay Versus Performance

    (2) The Summary Compensation Table totals reflected are as reported for the PEO and the average of the non-PEO NEOs for each of 2023, 2022 and 2021. Represents the amount of CAP to Dr. Seehra and average amount of CAP to our non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine CAP:

  52. Pay Versus Performance

    | Year | NEOs | Summary Compensation Table (“SCT”) Total Compensation ($) | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable Year ($)* | Add: Fair Value at Applicable Year End of Awards Granted During Applicable Year that Remain Unvested as of Applicable Year End ($)* | Add: Change in Fair Value from the end of the Prior Year to the End of the Applicable Year of Awards Granted During Prior Year that Were Outstanding and Unvested as of Applicable Year End ($)* | Add: Change in Fair Value as of the Vesting Date of Prior Years’ Awards that Vested During the Applicable Year ($)* | CAP ($)* | | 2023 | PEO | 8,932,076 | 7,806,530 | 5,178,540 | (1,474,623) | (1,393,059) | 3,436,404 | | | Average Non-PEO NEOs | 3,043,725 | 2,341,959 | 1,553,562 | (452,836) | (132,530) | 1,669,962 | | 2022 | PEO | 6,460,934 | 5,475,349 | 5,394,378 | (2,648,420) | (3,021,488) | 710,054 | | | Average Non-PEO NEOs | 3,280,411 | 2,598,901 | 2,429,695 | (303,465) | (262,682) | 2,545,058 | | 2021 | PEO | 7,233,959 | 6,325,872 | 4,634,176 | (5,076,636) | (4,917,966) | (4,452,339) | | | Average Non-PEO NEOs | 2,876,731 | 2,272,741 | 1,664,952 | (1,555,904) | (1,437,932) | (724,895) |

  53. Pay Versus Performance

    Amount of equity award adjustments may differ from amount reported in the table above due to rounding. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal years. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this Proxy Statement.

  54. Pay Versus Performance

    | Assumptions | As of the Measurement Dates in Fiscal Year 2023 | As of the Measurement Dates in Fiscal Year 2022 | As of the Measurement Dates in Fiscal Year 2021 | | Expiration term (years) | 2.09 – 6.31 | 2.38 – 6.56 | 3.30 – 5.71 | | Strike price | $0.48 – $70.93 | $0.48 – $70.93 | $0.48 – $70.93 | | Volatility | 79.03% – 87.76% | 79.46% – 84.72% | 78.05% – 83.98% | | Expected dividend yield | — | — | — | | Risk-free interest rate | 3.39% – 4.92% | 1.16% – 4.21% | 0.29% – 1.33% |

  55. Pay Versus Performance

    (4) For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of our common stock and the NASDAQ Biotechnology Index at the end of each fiscal year. In each case, assume reinvestment of dividends and an initial investment of $100 on December 31, 2020. The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year included in our Annual Report on Form 10-K for the year ended December 31, 2023.

  56. Narrative to Pay Versus Performance Table

    Narrative to Pay Versus Performance Table

  57. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail above in “Compensation Discussion and Analysis” in this Proxy Statement, the Company’s executive compensation program reflects a performance-driven compensation philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, those Company measures are not financial performance measures and are therefore not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year.

  58. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2023:

  59. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) | Option Awards(2)(3) | Total | | Nima Farzan | $51,733 | $336,751 | $388,484 | | Carl L. Gordon | 72,617 | 336,751 | 409,368 | | Mary Ann Gray | 60,233 | 336,751 | 396,984 | | Tomer Kariv | 49,106 | 336,751 | 385,857 | | Julius Knowles | 51,733 | 336,751 | 388,484 | | Ran Nussbaum | 53,805 | 336,751 | 390,556 | | Alpna Seth(4) | 30,709 | 991,651 | 1,022,360 |

  60. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) Amounts reported were paid under our non-employee director compensation policy, which was adopted effective as of the closing of our IPO. (2) Amounts reported represent the aggregate grant date fair value of stock options granted to our non-employee directors during 2023 under our 2020 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in the notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the non-employee directors upon vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (3) The table below sets forth the aggregate number of shares underlying outstanding stock options held by each non-employee director as of December 31, 2023. None of our non-employee directors held other unvested stock awards as of December 31, 2023.

  61. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Number of Shares Underlying Options | | Nima Farzan | 35,086 | | Carl L. Gordon | 26,586 | | Mary Ann Gray | 43,173 | | Tomer Kariv | 26,586 | | Julius Knowles | 26,586 | | Ran Nussbaum | 26,586 | | Alpna Seth | 30,000 |

  62. NON-EMPLOYEE DIRECTOR COMPENSATION

    (4) Dr. Seth joined our Board and each committee on which she serves in May 2023. The amounts reported in the Option Awards column for Dr. Seth represent (i) an initial award valued at $654,900, which was granted on May 1, 2023 (during the annual period commencing on the date of the Company’s 2022 annual meeting of stockholders) and (ii) an annual award valued at $336,751, which was granted on June 6, 2023 (during the annual period commencing on the date of the Company’s 2023 annual meeting of stockholders). Dr. Seehra, our Chief Executive Officer, is also a member of our Board but does not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Dr. Seehra for his service as our Chief Executive Officer.

  63. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board maintains a non-employee director compensation policy, pursuant to which each of our directors who is not an employee or consultant of our Company is eligible to receive compensation for service on our Board and committees of our Board. In March 2020, following analysis of market research and advice from its compensation consultant, our Board adopted the non-employee director compensation policy, which became effective on April 7, 2020 (the “2020 Policy”). In February 2023, following review of market research and advice from its compensation consultant, our Board adopted an amended and restated non-employee director compensation policy, which became effective on February 16, 2023 (the “Amended and Restated Policy”).

  64. Executive and Director Compensation

    Executive and Director Compensation We have granted stock options to certain of our executive officers and directors. For more information regarding the stock options granted to our directors and NEOs, see “Executive Compensation” and “Non-Employee Director Compensation.”