DEF 14A of Sagimet Biosciences Inc., Apr 18, 2024

DEF 14A of Sagimet Biosciences Inc.

Filed Apr 18, 2024 · FY20230001104659-24-048534

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of Timothy P. Walbert and Paul Hoelscher as Class I directors, each to serve for a three-year term expiring at our 2027 Annual Meeting of Stockholders, or the 2027 Annual Meeting. The number of members of our board of directors, or Board, is currently set at nine members. We expanded the size of the Board from seven members to nine members on April 1, 2024 with the appointment of Timothy P. Walbert and Paul Hoelscher. Our Board is divided into three classes, each of which has a three-year term. Class I currently consists of four directors, Class II consists of three directors and Class III consists of two directors. The term of office of our Class I directors, Richard Rodgers, Jinzi Wu, Ph.D., Timothy P. Walbert and Paul Hoelscher, expires at the Annual Meeting. On March 20, 2024, Mr. Rodgers and Dr. Wu notified our Board that they would not stand for re-election at the Annual Meeting. As a result, each of Mr. Rodger’s and Dr. Wu’s service as a member of our Board will end effective as of the date of the Annual Meeting, and, after careful consideration, our Board has elected to reduce the size of the Board from nine to seven directors, effective as of the date of the Annual Meeting. We are nominating Timothy P. Walbert and Paul Hoelscher for re-election as Class I directors at our Annual Meeting to serve until the 2027 Annual Meeting and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes properly cast by our stockholders at the Annual Meeting. The nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Timothy P. Walbert and Paul Hoelscher. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

  2. Our Director Nominees

    | NAME | AGE | DIRECTOR SINCE | OCCUPATION | INDEPENDENT | COMMITTEE MEMBERSHIPS | | | | | | | | | AC | CC | NCGC | | Paul Hoelscher | 59 | 2024 | Director | Yes | C | | | | Timothy P. Walbert | 57 | 2024 | Senior Advisor to Amgen Inc. | Yes | M | M | |

  3. Our Director Nominees

    | AC = Audit Committee | CC = Compensation Committee | C = Chair | | NCGC = Nominating and Corporate Governance Committee | | M = Member |

  4. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board has nominated Paul Hoelscher and Timothy P. Walbert for election as Class I directors at our Annual Meeting to hold office until our 2027 Annual Meeting. Our Board consists of directors divided into three classes, with each class holding office for a three-year term. Each of Paul Hoelscher and Timothy P. Walbert, current Class I directors, have been nominated by our Board for election at the Annual Meeting for a three-year term that will expire at the 2027 Annual Meeting and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the nominating and corporate governance committee of the Board, or the Nominating and Corporate Governance Committee, will recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement. The number of members of our Board is currently set at nine members. We expanded the size of the Board from seven members to nine members on April 1, 2024 with the appointment of Timothy P. Walbert and Paul Hoelscher. The term of office of our Class I directors, Richard Rodgers, Jinzi Wu, Ph.D., Timothy P. Walbert and Paul Hoelscher, expires at the Annual Meeting. On March 20, 2024, Mr. Rodgers and Dr. Wu notified our Board that they would not stand for re-election at the Annual Meeting. As a result, each of Mr. Rodger’s and Dr. Wu’s service as a member of our Board will end effective as of the date of the Annual Meeting, and, after careful consideration, our Board has elected to reduce the size of the Board from nine to seven directors, effective as of the date of the Annual Meeting.

  5. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  6. CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2027

    CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2027

  7. CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2027

    | PAUL HOELSCHER | | | | Age: 59 Director Since: 2024 | Committee Memberships: Audit (Chair) | Other Public Directorships: Reneo Pharmaceuticals, Inc. | | Paul Hoelscher has served as a member of our Board since April 2024. Mr. Hoelscher served as executive vice president and chief financial officer of Horizon from 2014 until his retirement in May 2022, overseeing all aspects of Horizon’s financial operations. Prior to joining Horizon, Mr. Hoelscher held financial executive positions at OfficeMax, Inc., or OfficeMax, a business services company, from 2012 to 2014, including serving as senior vice president, finance — treasury and corporate development and co-leading the integration of OfficeMax and Office Depot Inc. Previously, Mr. Hoelscher held various financial leadership roles of increasing responsibility over nineteen years at Alberto Culver Company, a beauty care company, and worked in the audit practice of KPMG LLP for seven years. Mr. Hoelscher received his B.S. in accountancy from the University of Illinois at Urbana-Champaign and is a certified public accountant. Mr. Hoelscher serves on the board and is audit committee chair of Reneo Pharmaceuticals, Inc., a public pharmaceutical company, and served on the board of trustees of the Illinois Region of The Leukemia & Lymphoma Society from 2007 to 2022, including two terms as board chair. | | | | Skills & Qualifications: We believe that Mr. Hoelscher is qualified to serve on our Board due to his extensive public company experience in financial leadership roles. | | |

  8. CLASS I DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2027

    | TIMOTHY P. WALBERT | | | | Age: 57 Director Since: 2024 | Committee Memberships: Audit, Compensation | Other Public Directorships: Century Therapeutics, Inc., Mirum Pharmaceuticals, Inc. | | Timothy P. Walbert has served as a member of our Board since April 2024. Mr. Walbert has served as a senior advisor to Amgen Inc., or Amgen, since October 2023. Mr. Walbert was chairman, president and chief executive officer of Horizon Therapeutics plc, or Horizon, a public biotech company, from June 2008 to October 2023, when it was acquired by Amgen for $28 billion. Before joining Horizon, he was president, chief executive officer and director of IDM Pharma Inc., or IDM, a public biotechnology company, which was acquired by Takeda in June 2009. Before IDM, Mr. Walbert served as executive vice president, commercial operations at NeoPharm Inc., a public biotechnology company. From 2001 to 2005, he was divisional vice president and general manager, immunology, at Abbott Laboratories, now AbbVie Inc., leading the global development and launch of the multi-indication biologic HUMIRA, and served as divisional vice president, global cardiovascular strategy. From 1998 to 2001, Mr. Walbert served as director, CELEBREX North America, and Arthritis Team Leader, Asia Pacific, Latin America and Canada, at G.D. Searle & Company. From 1991 to 1998, he also held sales and marketing roles with increasing responsibility at G.D. Searle, Merck & Co., Inc. and Wyeth. He serves on the boards of Mirum Pharmaceuticals, Inc., a public biotech company, and Century Therapeutics, Inc., a public biotech company. He is also a member of the National Organization for Rare Disorders Advisory Board, the Wall Street Journal CEO Council, the cNBC CEO Council and serves on the Board of Trustees of Muhlenberg College. He previously served on the board of directors for Aurinia Pharmaceuticals Inc., a public pharmaceutical company, from 2020 to 2022; Exicure, Inc., a public biotechnology company, from 2019 to 2022; Assertio Therapeutics, Inc., a public biopharma company, from 2014 to 2020; Raptor Pharmaceutical Corp., a public biotechnology company, from 2010 to 2014; XOMA Corporation, a public biotechnology company, from 2011 to 2017; and Sucampo Pharmaceuticals Inc., a public biopharmaceutical company, from 2016 to 2018. He is also a member of Economic Club of Chicago, the Commercial Club of Chicago and the Civic Committee of the Commercial Club of Chicago. Mr. Walbert was a previous board member of the Biotechnology Innovation Organization, the Pharmaceutical Research and Manufacturing Association, the Illinois Biotechnology Innovation Organization and World Business Chicago. Mr. Walbert received a Bachelor of Arts in business from Muhlenberg College in Allentown, PA. | | | | Skills & Qualifications: We believe that Mr. Walbert is qualified to serve on our Board due to his extensive executive-level leadership experience in the biotechnology industry. | | |

  9. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  10. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    CLASS II DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

  11. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | MERDAD PARSEY | | | | Age: 61 Director Since: 2010 | Committee Memberships: Compensation, Nominating and Corporate Governance | Other Public Directorships: Arcus Biosciences, Inc. | | Merdad Parsey, M.D., Ph.D. has served as a member of our Board since September 2010. From September 2010 to October 2015, Dr. Parsey served our chief executive officer. Since November 2019, Dr. Parsey has served as executive vice president and chief medical officer at Gilead Sciences, Inc. Dr. Parsey joined Genentech, Inc. in 2006, initially leading the respiratory group and subsequently overseeing early clinical development for the immunology, tissue growth and repair portfolio in 2008. From October 2015 to November 2019, Dr. Parsey served as senior vice president of early clinical development at Genentech, Inc. Dr. Parsey received his B.S. in microbiology and immunology at the University of Maryland, his M.D. and Ph.D. in immunology at the University of Maryland at Baltimore. He completed his internal medicine residency at Stanford University and his pulmonary and critical care fellowship at the University of Colorado. He was assistant professor of medicine and director of critical care medicine at the NYU School of Medicine and has been in clinical development roles at Merck & Co., Inc., Regeneron Pharmaceuticals, Inc. and Sunovion Pharmaceuticals, Inc. (f/k/a Sepracor, Inc.). Dr. Parsey has served on the board of directors of Arcus Biosciences, Inc. (NYSE: RCUS) since July 2020. | | | | Skills & Qualifications: We believe Dr. Parsey is well-suited to serve on our Board due to his years of experience in clinical drug development, and extensive scientific and medical experience. | | |

  12. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | ELIZABETH GRAMMER, ESQ. | | | | Age: 60 Director Since: 2021 | Committee Memberships: Audit, Nominating and Corporate Governance (Chair) | Other Public Directorships: None | | Elizabeth Grammer, Esq. has served as a member of our Board since April 2021. Since January 2020, Ms. Grammer has served as the chief legal and administrative officer of Ardelyx, Inc. (Nasdaq: ARDX). From May 2014 to January 2020, she served as the general counsel of Ardelyx, Inc. and from December 2012 until May 2014, she served as the vice president of legal affairs of Ardelyx, Inc. From 2006 to December 2012, Ms. Grammer served as an independent outside corporate counsel for public and private biotechnology companies. From 2001 to 2006, Ms. Grammer served as vice president and general counsel of Trine Pharmaceuticals, Inc., a biopharmaceutical company. In addition, Ms. Grammer previously served as independent outside corporate counsel to GelTex Pharmaceuticals Inc., a biopharmaceutical company. Ms. Grammer received a B.A. in political science from Boston University and a J.D. from Stanford Law School. | | | | Skills & Qualifications: We believe that Ms. Grammer is qualified to serve on our Board due to her extensive experience in the biopharma and pharmaceutical sector and in law. | | |

  13. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | BETH SEIDENBERG, M.D. | | | | Age: 67 Director Since: 2007 | Committee Memberships: Compensation (Chair) | Other Public Directorships: Atara Biotherapeutics, Inc., Vera Therapeutics, Inc. and Progyny, Inc. | | Beth Seidenberg, M.D. has served as a member of our Board since April 2007. Dr. Seidenberg has been a managing director of Westlake Village BioPartners, a venture capital firm she founded in September 2018. Since May 2005, Dr. Seidenberg has been a general partner at Kleiner Perkins Caufield & Byers, LLC, a venture capital firm, where she has primarily focused on life science investing. Dr. Seidenberg was previously the senior vice president, head of global development and chief medical officer at Amgen Inc. In addition, Dr. Seidenberg was a senior executive in research and development at Bristol Myers Squibb Company and Merck & Co., Inc. From February 2008 to September 2019, Dr. Seidenberg served as a director of Epizyme, Inc. (Nasdaq: EPZM). Dr. Seidenberg served on the boards of directors of TESARO, Inc. and ARMO BioSciences, Inc. from June 2011 to February 2019, and December 2012 to June 2018, respectively. Dr. Seidenberg received a B.S. in biology and anthropology from Barnard College and an M.D. from the University of Miami School of Medicine and completed her post-graduate training at Johns Hopkins University, George Washington University and the National Institutes of Health. Dr. Seidenberg serves on the boards of directors of Atara Biotherapeutics, Inc. (Nasdaq: ATRA), Vera Therapeutics, Inc. (Nasdaq: VERA), and Progyny, Inc. (Nasdaq: PGNY), and several privately held life sciences companies. | | | | Skills & Qualifications: We believe that Dr. Seidenberg is qualified to serve on our Board due to her training as a physician and her experience in the life sciences industry as a senior executive and venture capitalist who has incubated and invested in twenty-five biotechnology ventures. | | |

  14. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

  15. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | DAVID HAPPEL | | | | Age: 62 Director Since: 2022 | Committee Memberships: None | Other Public Directorships: None | | David Happel has been our Chief Executive Officer and a director since October 2022. From March 2020 through October 2022, he was president and chief executive officer of Cognoa, Inc., a pediatric behavioral health company developing AI-based technologies for developmental and behavioral health conditions, including the first FDA-authorized diagnostic aid, Canvas Dx, for autism. From February 2018 to March 2020, Mr. Happel was president and chief executive officer and a board member of Chrono Therapeutics Inc. In addition, he previously held several executive and commercial positions at Horizon Therapeutics PLC (Nasdaq: HZNP), Raptor Pharmaceutical Corp., Dynavax Technologies Corporation (Nasdaq: DVAX) and Chiron Corporation. Mr. Happel has a B.A. in chemistry from Indiana University and an M.B.A. from Indiana State University. | | | | Skills & Qualifications: We believe that Mr. Happel is qualified to serve on our Board due to the valuable experience he brings in his capacity as our President and Chief Executive Officer along with significant leadership experience in the life science industry. | | |

  16. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | GEORGE KEMBLE, PH.D. | | | | Age: 63 Director Since: 2015 | Committee Memberships: None | Other Public Directorships: None | | George Kemble, Ph.D. has been a director since October 2015 and has served as our Executive Chairman of the Board since October 2022. He previously served as our Chief Executive Officer from October 2015 through October 2022, in addition to serving as our Chief Scientific Officer from August 2011 through October 2022. From 2001 through 2011, he held various leadership positions at MedImmune LLC, a biologics company and subsidiary of AstraZeneca PLC, including vice president of research & development for vaccines, senior vice president of research for biologics and general manager of the California operations. Early in his career, from 1993 until 2001, he was a research scientist at Aviron Ltd. focusing on viral vaccine technologies. He received his B.S. in biology from Santa Clara University, a Ph.D. from Stanford University from the department of microbiology and immunology and held a postdoctoral research fellowship at University of California, San Francisco. | | | | Skills & Qualifications: We believe that Dr. Kemble is qualified to serve on our Board due to his experience with scientific programs spanning stages from early research through licensure combined with his leadership of organizations integrating both scientific and business disciplines. | | |

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We have designed and implemented our compensation program for our non-employee directors to attract, motivate and retain individuals who are committed to our values and goals and who have the expertise and experience that we need to achieve those goals.

  18. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Our Board has adopted a non-employee director compensation policy. The policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, our non-employee directors are eligible to receive cash retainers (which will be payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below, provided that our non-employee directors may opt to receive their cash retainers in fully vested shares of our Series A common stock:

  19. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The following table below sets forth information for the fiscal year ended December 31, 2023 regarding the compensation of our non-employee directors.

  20. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Total ($) | | Elizabeth Grammer(1) | 43,000 | 43,000 | | Paul Hoelscher(2) | — | — | | Merdad Parsey, M.D., Ph.D.(3) | 41,500 | 41,500 | | Gordon Ringold, Ph.D.(4) | 31,413 | 31,413 | | Richard Rodgers(5) | 45,000 | 45,000 | | Beth Seidenberg, M.D.(6) | 14,375 | 14,375 | | James F. Young, Ph.D.(7) | 31,413 | 31,413 | | Timothy P. Walbert(2) | — | — | | Jinzi J. Wu, Ph.D.(8) | 10,000 | 10,000 |

  21. 2023 DIRECTOR COMPENSATION TABLE

    (1) As of December 31, 2023, Ms. Grammer held 49,533 unexercised stock options. (2) Mr. Hoelscher and Mr. Walbert joined our Board in April 2024. (3) As of December 31, 2023, Dr. Parsey held 98,661 unexercised stock options. (4) As of December 31, 2023, Dr. Ringold held 48,901 unexercised stock options. Dr. Ringold resigned from our Board in July 2023. (5) As of December 31, 2023, Mr. Rodgers held 49,031 unexercised stock options. (6) As of December 31, 2023, Dr. Seidenberg held 23,216 unexercised stock options. (7) As of December 31, 2023, Dr. Young held 48,901 unexercised stock options. Dr. Young resigned from our Board in July 2023. (8) As of December 31, 2023, Dr. Wu held 23,216 unexercised stock options. Compensation to Dr. Wu for his service on our Board in 2023 was paid in January 2024. In addition, we have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

  22. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table presents all the compensation awarded to, earned by or paid to our named executive officers during the fiscal year ended December 31, 2023.

  23. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | David Happel President and Chief Executive Officer | 2023 | 502,894 | 1,849,734 | — | 329,725 | 3,564 | 2,685,917 | | | 2022 | 97,917 | — | 6,198,479 | 211,500 (6) | 297 | 6,508,193 | | George Kemble, Ph.D. Executive Chairman and former President, Chief Executive Officer and Chief Scientific Officer(8) | 2023 | 458,630 | 446,220 | — | | 25,373(7) | 930,223 | | | 2022 | 404,856(9) | — | 129,713 | — | 40,297(10) | 574,866 | | Eduardo Bruno Martins, M.D., D.Phil., Chief Medical Officer | 2023 | 442,930 | 265,127 | 594,620 | 202,840 | 3,564 | 1,509,081 | | | 2022 | 411,083 | — | — | 125,750 | 297 | 537,130 | | Dennis Hom Former Chief Financial Officer(12) | 2023 | 226,069 | — | — | | 519,438(11) | 745,507 | | | 2022 | 357,473 | — | — | 109,351 | 68 | 466,892 |

  24. 2023 Summary Compensation Table

    (1) The amounts reported for 2023 reflect annual salary adjustments that were made during 2023. For more information, see “Annual base salary” below. (2) The amounts reported represent the aggregate grant date fair value of the restricted stock units granted to our named executive officers during 2023, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair values of the restricted stock units reported in this column are set forth in note 11 of our financial statements included in our 2023 Annual Report. These amounts reported in this column reflect the accounting cost for these restricted stock units and do not correspond to the economic value that may be received by our named executive officers upon vesting and settlement of such awards or any sale of the shares of our Series A common stock received. The amounts reported represent the aggregate grant date fair value of the stock options granted to our named executive officers in the applicable year, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair values of the stock options reported in this column are set forth in note 11 of our financial statements included in our 2023 Annual Report. These amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the economic value that may be received by our named executive officers upon the exercise of such awards or any sale of the underlying shares of our Series A common stock. The amounts reported reflect performance-based cash bonus payments awarded based on the achievement of certain corporate performance goals. All of the bonuses earned by our named executive officers in 2022 were paid in cash in 2023 and all of the bonuses earned by our named executive officers in 2023 were paid in cash in 2024. (5) The amounts reported include life insurance premium payments made in 2022 for Mr. Happel, Dr. Kemble, Dr. Martins and Mr. Hom in the amount of $297, $297, $297 and $68, respectively. Life insurance premium payments were also made in 2023 for Mr. Happel, Dr. Kemble, Dr. Martins and Mr. Hom in the amount of $3,564, $3,564, $3,564 and $473, respectively. (6) In 2022, Mr. Happel was awarded a full bonus that was not prorated. (7) Amount reflects payment for Dr. Kemble’s services as a director in 2023, prior to our IPO, in the amount of $21,809, and a life insurance premium payment described in note 5 above. (8) Dr. Kemble resigned from his roles as President, Chief Executive Officer and Chief Scientific Officer in October 2022 to become Executive Chairman. (9) Dr. Kemble’s 2022 salary reflects a downward adjustment in connection with his resignation from his position as President and Chief Executive Officer and transition to Executive Chairman in October 2022. (10) Amount reflects director fees that Dr. Kemble received in connection with serving as our Executive Chairman beginning in October 2022 and a life insurance premium payment described in note 5 above. (11) Amount reflects payments made in 2023 pursuant to Mr. Hom’s transition services agreement, including retention payments in the amounts of $131,171 and $196,757, a separation payment in the amount of $187,387, and COBRA premium payments in the amount of $3,650. This amount also includes a life insurance premium payment described in note 5 above. For more information regarding Mr. Hom’s transition services agreement, see “Employment Arrangements” below. (12) Mr. Hom’s employment terminated in September 2023. For more information, see “Employment Arrangements” below.

  25. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table presents the outstanding equity awards held by each named executive officer as of December 31, 2023:

  26. Outstanding Equity Awards as of December 31, 2023

    | | | Option Awards(1) | | | | Stock Awards | | | | Grant Date(2) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price Per Share ($)(3) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(4) | | David Happel | 10/17/2022(5) | 295,119 | 716,707 | $7.15 | 10/16/2032 | | | | | 11/17/23(6) | | | | | 624,910 | $3,387,012 | | George Kemble Ph.D. | 3/13/2014(5) | 3,179 | — | $11.13 | 3/12/2024 | | | | | 12/17/2014(5) | 7,146 | — | $23.05 | 12/16/2024 | | | | | 10/13/2015(5) | 26,352 | — | $19.87 | 10/12/2025 | | | | | 4/28/2019(7) | 367,824 | — | $6.36 | 4/27/2029 | | | | | 4/28/2019(8) | 46,432 | — | $6.36 | 4/27/2029 | | | | | 1/27/2021(9) | 383,788 | 142,544 | $6.36 | 1/26/2031 | | | | | 10/17/2022(5) | 6,177 | 14,996 | $7.15 | 10/16/2032 | | | | | 11/17/23(6) | | | | | 150,750 | $817,065 | | Eduardo Bruno Martins, M.D., D.Phil. | 2/19/2021(5) | 140,351 | 57,781 | $6.36 | 2/18/2031 | | | | | 4/20/2023(9) | 7,336 | 36,673 | $13.51 | 4/20/2033 | | | | | 11/17/23(6) | | | | | 89,570 | $485,469 | | Dennis Hom | 4/28/2019(10) | 111,438 | — | $6.36 | 9/15/2024 | | | | | 4/28/2019(10) | 9,285 | — | $6.36 | 9/15/2024 | | | | | 1/27/2021(10) | 136,846 | — | $6.36 | 9/15/2024 | | |

  27. Outstanding Equity Awards as of December 31, 2023

    (1) All of the options were granted under either the 2007 Plan or the 2017 Plan (each as defined below), the terms of which are described below under “Executive Compensation — Equity Benefit Plans — 2007 Equity Incentive Plan” and “Executive Compensation — Equity Benefit Plans — 2017 Equity Incentive Plan.” (2) Except where otherwise noted, if within the twelve-month period that immediately follows a change of control (as defined in the named executive officer’s employment agreement) the named executive officer’s employment is terminated without cause or the named executive officer resigns for good reason (as defined in the named executive officer’s employment agreement), then 100% of the award shall accelerate and become fully vested as of the termination date. (3) All of the option awards were granted with a per share exercise price equal to the fair market value of one share of our Series A common stock on the date of grant, as determined in good faith by our Board or Compensation Committee. (4) The market value is based on the closing stock price of $5.42 on December 29, 2023 (the last trading date in the 2023 fiscal year). (5) 25% of the shares subject to the option vest one year after the vesting commencement date and 1/48th of the shares subject to the option vest monthly thereafter subject to the named executive officer’s continued service through each vesting date. (6) The restricted stock units vest in four equal annual installments beginning July 18, 2024, subject to the named executive officer’s continued service to our Company through each vesting date. 50% of the shares subject to the option vest upon the vesting commencement date and 1/24th of the shares subject to the option vest monthly thereafter subject to the named executive officer’s continued service through each vesting date. 1/24th of the shares subject to the option vest monthly following the vesting commencement date, subject to the named executive officer’s continued service through each vesting date. (9) 1/48th of the shares subject to the option vest monthly following the vesting commencement date, subject to the named executive officer’s continued service through each vesting date. (10) The vesting of the options was accelerated such that all unvested portions of the options became vested as of Mr. Hom’s September 15, 2023 termination date.

  28. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our Board may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  29. Executive Officer and Director Compensation

    Executive Officer and Director Compensation Please see “Executive Compensation” and “Director Compensation” for information regarding the compensation of our directors and executive officers.

  30. PROPOSAL 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2027

    PROPOSAL 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2027 At the Annual Meeting, our stockholders will vote on the election of two Class I director nominees named in this Proxy Statement as directors, each to serve until our 2027 Annual Meeting and until their respective successors are elected and qualified. Our Board has unanimously nominated Paul Hoelscher and Timothy P. Walbert for election to our Board at the Annual Meeting. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee will recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

  31. PROPOSAL 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2027

    | OUR BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF PAUL HOELSCHER AND TIMOTHY P. WALBERT | ✓ |