DEF 14A of Black Diamond Therapeutics, Inc., Apr 24, 2024

DEF 14A of Black Diamond Therapeutics, Inc.

Filed Apr 24, 2024 · FY20230001104659-24-051211

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF CLASS I DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of eight members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: • the Class I directors are Prakash Raman and Mark A. Velleca, and their terms will expire at Annual Meeting; • the Class II directors are Ali Behbahani, Garry E. Menzel and Samarth Kulkarni, and their terms will expire at the annual meeting of stockholders to be held in 2025; and • the Class III directors are David M. Epstein, Shannon Campbell and Kapil Dhingra, and their terms will expire at the annual meeting of stockholders to be held in 2026. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be fixed from time to time by resolution of the majority of our board of directors. Our certificate of incorporation provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote at an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Prakash Raman and Mark A. Velleca for election as the Class I directors at the Annual Meeting. The nominees are presently directors, and each has indicated a willingness to continue to serve as a director, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors.

  2. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2024.

  3. Nominees for Election as Class I Directors

    | Name | Positions and Offices Held with the Company | Director Since | Age | | Prakash Raman, Ph.D. | Director | 2024 | 54 | | Mark A. Velleca, M.D., Ph.D. | President, Chief Executive Officer, Chair and Director | 2021 | 60 |

  4. Nominees for Election as Class I Directors

    Prakash Raman, Ph.D. has served as a member of our board of directors since April 2024. Dr. Raman also serves on the board of directors of NAYA Biosciences, Inc. (acquired by INVO Bioscience, Inc.). Dr. Raman has over two decades of biopharmaceutical business development and executive leadership experience, blending his scientific background, program and portfolio management and strong business development experience to lead and support biopharma companies. Most recently, from February 2022 to March 2024, Dr. Raman was President and Chief Executive Officer of Ribon Therapeutics, Inc., a privately held biopharmaceutical company focused on first-in-class small molecule drugs for oncology and immunology. Previously, from October 2019 to February 2022, Dr. Raman served as Senior Partner, Chief Business Development Officer at Flagship Pioneering, or Flagship, a venture capital company, where he leveraged the platforms and assets in Flagship’s network to generate opportunities for significant value creation. Dr. Raman spent nearly fourteen years at Novartis AG, or Novartis, a publicly traded multinational pharmaceutical corporation, from 2005 until 2011 and from 2012 until October 2019, most recently as its Vice President, Global Head of Novartis Institutes for Biomedical Research Business Development and Licensing. During his time at Novartis, Dr. Raman was instrumental in forging key collaborations in immuno-oncology, executing many out-licensing opportunities and guiding key acquisitions. From 2011 to 2012, Dr. Raman was Head of Project Management, Infectious Diseases at AstraZeneca plc, a publicly traded biopharmaceutical company, and, from 1999 to 2005, a Senior Scientist at Millennium Pharmaceuticals, Inc. (now Takeda Oncology), a biopharmaceutical company. Dr. Raman completed his undergraduate work at the Indian Institute of Technology in Bombay, India. Dr. Raman received his Ph.D. in Organic and Medicinal Chemistry from the University of Wisconsin-Madison, and was a post-doctoral fellow at The Scripps Research Institute. We believe that Dr. Raman is qualified to serve on our board of directors based on his deep knowledge in the areas of business development and corporate strategy and extensive operational and leadership experience in the biopharmaceutical industry. Mark A. Velleca, M.D., Ph.D. has been our President and Chief Executive Officer since September 2023, and has served as our chair since December 2022 and a member of our board of directors since August 2021. Prior to joining our board of directors, from May 2014 to December 2020, Dr. Velleca served as President and Chief Executive Officer and from May 2014 to September 2023 as a director, of G1 Therapeutics, Inc., or G1 Therapeutics, a publicly-traded commercial stage oncology company. Prior to joining G1 Therapeutics, Dr. Velleca was a co-founder and served as Senior Vice President of CGI Pharmaceuticals, Inc., or CGI, a biopharmaceutical company, from 1999 to 2010, where he managed the company from its inception through clinical trials of multiple drug candidates. After CGI was acquired by Gilead Sciences, Inc., or Gilead, a biotechnology company, in 2010, Dr. Velleca served as a Senior Advisor to Gilead in R&D Strategy and Corporate Strategy from 2010 to April 2012, where he worked to help build its oncology pipeline. Dr. Velleca served as Executive Vice President at The Leukemia & Lymphoma Society from April 2012 to April 2014. Dr. Velleca currently serves as a Senior Advisor to G1 Therapeutics and also serves as executive chair of the board of directors of Myeloid Therapeutics, Inc., a privately held clinical stage mRNA-immunotherapy company. Most recently, from February 2022 to February 2023, Dr. Velleca served as Chief Executive Officer of StrideBio, Inc., a privately held gene therapy company, and from April 2021 to February 2023, as a Venture Partner at Hatteras Venture Partners, a venture capital firm. Dr. Velleca began his career as an attending physician at Yale New Haven Hospital and was on the faculty of the Yale University School of Medicine. Dr. Velleca received his B.S. from Yale University, and his M.D. and Ph.D. from Washington University in St. Louis. We believe that Dr. Velleca is qualified to serve on our board of directors because of his experience, qualifications, attributes and skills, including his extensive experience in leadership and operational roles in the pharmaceutical industry and his experience as a venture capitalist.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors, and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2024.

  6. Directors Continuing in Office

    | Name | Positions and Offices Held with the Company | Director Since | Class and Year in Which Term Will Expire | Age | | Ali Behbahani, M.D. | Director | 2018 | Class II – 2025 | 47 | | Garry E. Menzel, Ph.D. | Director | 2017 | Class II – 2025 | 59 | | Samarth Kulkarni, Ph.D. | Director | 2019 | Class II – 2025 | 45 | | Shannon Campbell | Director | 2024 | Class III – 2026 | 58 | | Kapil Dhingra, M.B.B.S. | Director | 2021 | Class III – 2026 | 64 |

  7. Class II Directors (Term Expires at the 2025 Annual Meeting of Stockholders)

    Class II Directors (Term Expires at the 2025 Annual Meeting of Stockholders) Ali Behbahani, M.D. has been a member of our board of directors since December 2018. Dr. Behbahani joined New Enterprise Associates, Inc., or NEA, a venture capital firm, in 2007 and is currently a Partner and Co-Head of Healthcare. Prior to joining NEA, Dr. Behbahani served as a consultant in business development at The Medicines Company, a specialty pharmaceutical company developing acute care cardiovascular products. In addition, Dr. Behbahani formerly served as a Venture Associate at Morgan Stanley, an investment bank and financial services company, and as a Healthcare Investment Banking Analyst at Lehman Brothers, a global financial services firm, from 1998 to 2000. Dr. Behbahani has also served as a member of the board of directors of Adaptimmune Therapeutics plc, a biopharmaceutical company, since September 2014, NKarta, Inc., a biopharmaceutical company, since August 2015 and chairman since August 2019, CRISPR Therapeutics AG, a biopharmaceutical company, since April 2015, Monte Rosa Therapeutics, Inc., a biopharmaceutical company, since April 2020, CVRx, Inc., a biopharmaceutical company, since July 2013, Arcellx, Inc., a biotechnology company, since February 2015, and Korro Bio, Inc., a biopharmaceutical company, since August 2019. Dr. Behbahani previously served as a member of the board of directors of Minerva Surgical Inc., a biotechnology company, from May 2011 to January 2024, Oyster Point Pharma, Inc., a biopharmaceutical company, from July 2017 to January 2023, where he served as chairman from October 2020 until July 2021, Genocea Biosciences, Inc., a biopharmaceutical company, from February 2018 to May 2022, and Nevro Corp., a medical device company, from September 2014 to March 2019. Dr. Behbahani received an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from the Wharton School of the University of Pennsylvania, where he graduated with Honors and was a Palmer Scholar, and a B.S. in Biomedical Engineering, Electrical Engineering and Chemistry from Duke University. We believe that Dr. Behbahani is qualified to serve on our board of directors because of his experience, qualifications, attributes and skills, including his extensive investment experience in the life sciences and his service as a director of other publicly traded biopharmaceutical companies. Garry E. Menzel, Ph.D. has been a member of our board of directors since March 2017. From October 2016 until completion of the combination with Adaptimmune Therapeutics plc in June 2023, Dr. Menzel served as a member of the board of directors, President and Chief Executive Officer at TCR2 Therapeutics Inc., a publicly traded immunotherapy company. Previously, Dr. Menzel was Chief Strategy Officer at Axcella Health Inc., a publicly traded biotechnology company, from July 2015 to September 2016, the Chief Financial Officer at DaVita Inc., a healthcare services company, from 2013 to May 2015, and the Chief Operating Officer at Regulus Therapeutics Inc., a biopharmaceutical company, from 2008 to 2013. Dr. Menzel also had global leadership roles in running the biotechnology practices at Goldman Sachs & Co. LLC and Credit Suisse Group AG, both of which are multinational investment bank and financial services companies, from 1994 to 2004 and from 2004 to 2008, respectively. In addition, he was a consultant with Bain & Company, a global management consulting firm, and was a research assistant at SmithKline Beecham PLC (now GlaxoSmithKline PLC). Dr. Menzel has served as a member of the board of directors at Stoke Therapeutics, Inc., a biotechnology company, since August 2020, and as a member of the board of directors at Adaptimmune Therapeutics plc since June 2023. Dr. Menzel received his B.S. in Biochemistry from Imperial College of Science and Technology in London, his Ph.D. from the University of Cambridge, where he studied the regulation of oncogenes in immune cells, and his M.B.A. from the Stanford University Graduate School of Business. We believe that Dr. Menzel is qualified to serve as a member of our board of directors because of his scientific background, financial expertise and extensive corporate leadership experience in the life sciences industry. Samarth Kulkarni, Ph.D. has been a member of our board of directors since November 2019 and has served as our lead independent director since September 2023. Dr. Kulkarni has served as the Chief Executive Officer of CRISPR Therapeutics AG, or CRISPR, a biopharmaceutical company, since December 2017, where he also serves on the board as a member and chairman. Previously, Dr. Kulkarni served as CRISPR’s President and Chief Business Officer from May 2017 to November 2017 and, before that, as Chief Business Officer from August 2015 when he joined the company. Prior to joining CRISPR, Dr. Kulkarni was at McKinsey & Company, a global consulting firm, from 2006 to July 2015, with various titles, his most recent being Partner within the Pharmaceuticals and Biotechnology practice. Dr. Kulkarni has also served as a member of the boards of directors of Repare Therapeutics Inc., a precision oncology company, since November 2019 and Centessa Pharmaceuticals plc, a biotechnology company, since February 2021. Dr. Kulkarni received a Ph.D. in Bioengineering and Nanotechnology from the University of Washington and a B. Tech. from the Indian Institute of Technology. Dr. Kulkarni has authored several publications in leading scientific and business journals. We believe that Dr. Kulkarni is qualified to serve on our board of directors based on his scientific background and experience as a consultant and an executive in the biopharmaceutical industry.

  8. Class III Directors (Term Expires at the 2026 Annual Meeting of Stockholders)

    Class III Directors (Term Expires at the 2026 Annual Meeting of Stockholders) Shannon Campbell has been a member of our board of directors since April 2024. Ms. Campbell has served as the Executive Vice President and Chief Commercial Officer of Merus N.V., or Merus, a publicly traded clinical-stage oncology company engaged in developing multi-specific antibody therapeutics, since February 2022, where she is responsible for Merus’s global commercialization strategy and activity. Before joining Merus, from August 2017 to January 2022, Ms. Campbell led the U.S. Solid Tumor Franchise at Novartis AG, or Novartis, a publicly traded multinational pharmaceutical corporation, where she led Novartis’s U.S. Oncology Solid Tumor Franchise, and was responsible for a broad portfolio of therapies in oncology and rare diseases. Prior to Novartis, from 2005 to 2017, Ms. Campbell was at Bayer HealthCare Pharmaceuticals Inc., a biopharmaceutical company, where she served in roles of increasing responsibility, most recently as Vice President & General Manager, Oncology. Earlier in her career, Ms. Campbell held positions of increasing responsibility at Abbott Labs, a biotechnology company, from 2003 to 2005, and Pharmacia heritage companies (Pharmacia & Upjohn, The Upjohn Company), from 1989 to 2003. With over 30 years of biopharmaceutical experience, Ms. Campbell possesses deep expertise in commercializing transformative medicines globally. Ms. Campbell holds a Bachelor of Science degree from Ithaca College and has completed leadership, strategy, and finance programs at the University of Michigan Ross School of Business, IMD, Harvard Business School, and The Wharton School, University of Pennsylvania. We believe that Ms. Campbell is qualified to serve on our board of directors because of her extensive background and leadership experience in the biopharmaceutical industry, in particular in commercialization of oncology products. Kapil Dhingra, M.B.B.S. has been a member of our board of directors since January 2021. Dr. Dhingra currently serves as the Managing Member of KAPital Consulting, LLC, a healthcare consulting firm that he founded in 2008. Dr. Dhingra has over 30 years of experience in oncology clinical research and drug development. From 1999 to 2008, Dr. Dhingra worked at Hoffmann-La Roche AG, a Swiss multinational healthcare company, where he served in roles of increasing responsibility, most recently as Vice President, Head of the Oncology Disease Biology Leadership Team and Head of Oncology Clinical Development. From 2000 to 2008, he held a Clinical Affiliate appointment at Memorial Sloan Kettering Cancer Center. From 1996 to 1999, Dr. Dhingra worked at Eli Lilly and Company, a pharmaceutical company, where he served in roles of increasing responsibility, most recently as Senior Clinical Research Physician. Dr. Dhingra also served as a Clinical Associate Professor of Medicine at the Indiana University School of Medicine from 1997 to 1999. Prior to Eli Lilly and Company, Dr. Dhingra was a member of the faculty of the MD Anderson Cancer Center of the University of Texas from 1989 to 1996. Dr. Dhingra currently serves on the boards of directors of Replimune, Inc. and LAVA Therapeutics N.V., as well as a number of privately-held biotechnology companies. Dr. Dhingra previously served on the board of Autolus Therapeutics plc from November 2014 to December 2023. He also previously served on the boards of several biotech companies, including BioVex, Inc., Micromet, Inc., Algeta ASA, YM Biosciences Inc., Epitherapeutics, Exosome Diagnostics, Inc., Advanced Accelerator Applications S.A., and Five Prime Therapeutics, Inc., which were all acquired by major pharmaceutical companies. Dr. Dhingra holds an M.B.B.S. from the All India Institute of Medical Sciences in New Delhi, India. He completed his residency in Internal Medicine at the Lincoln Medical and Mental Health Center of New York Medical College and completed his fellowship in Hematology and Oncology at Emory University School of Medicine. We believe that Dr. Dhingra is qualified to serve on our board of directors because of his extensive experience in executive positions with several pharmaceutical companies and in the clinical development of pharmaceuticals in several therapeutic areas, including in oncology, and his experience serving on the boards of numerous publicly traded life science companies. David M. Epstein, Ph.D. is our co-founder, a member of our board of directors and previously served as President and Chief Executive Officer from September 2016 to September 2023. Currently, Dr. Epstein is a Co-Founder of PairX Bio, a biopharmaceutical company, where he has served as a board member since June 2022 and as President and Chief Executive Officer since September 2023. From January 2019 to June 2023, Dr. Epstein served as an Adjunct Associate Professor for the Cancer and Stem Cell Biology Program at Duke-NUS Medical School. From April 2013 to December 2018, Dr. Epstein held positions at Duke-NUS Medical School, Singapore, where he founded and built Duke-NUS’s Center for Technology & Development. Dr. Epstein’s positions include Vice Dean, Innovation & Entrepreneurship, and Associate Professor in Cancer and Stem Biology. From June 2010 to March 2013, Dr. Epstein was Senior Vice President, Chief Scientific Officer and Site- Head for OSI Pharmaceuticals, Inc., a pharmaceutical company acquired by Astellas Pharma, Inc. From 2006 to 2010, Dr. Epstein served as Senior Vice President and Chief Scientific Officer, Oncology, at OSI Pharmaceuticals, Inc. until it was acquired by Astellas. Before joining OSI, from 2001 to 2006, Dr. Epstein served as Vice President, Biology, and from 2000 to 2003, as co-founder and a member of the board of directors at Archemix Corporation, a biotechnology company. From April 2013 to April 2015, Dr. Epstein served as a member of the board of directors at MetaStat, Inc., a precision medicine biotechnology company. Dr. Epstein earned a B.S. in Chemistry from Lewis & Clark College and a Ph.D. in Biochemistry at Brandeis University. Dr. Epstein completed a joint post-doctoral fellowship, leading a collaboration in protein structure, function and NMR dynamics between the labs of Steven Benkovic (Penn State) and Peter Wright at The Scripps Research Institute in La Jolla, California. Dr. Epstein will be stepping down from our board of directors and as a Class III director, effective as of the completion of the Annual Meeting, and as such, he will not be standing for re-election at the annual meeting of stockholders to be held in 2026. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.

  9. Director Compensation

    Director Compensation The table below shows all compensation earned by or paid to our non-employee directors during the year ended December 31, 2023, or fiscal year 2023. During fiscal year 2023, David M. Epstein and Mark A. Velleca, each serving for part of the year as our President and Chief Executive Officer, served as members of our board of directors, as well as employees, and each received no additional compensation for his services as a member of our board of directors for the time during which he was serving as President and Chief Executive Officer. The compensation received by Drs. Epstein and Velleca during fiscal year 2023 is set forth in the section of this proxy statement captioned “Executive Compensation — 2023 Summary Compensation Table.”

  10. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table

  11. Non-Employee Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Ali Behbahani, M.D. | 47,788 | 20,348 | — | 68,136 | | Kapil Dhingra, M.B.B.S. | 39,000 | 20,348 | 50,000(4) | 109,348 | | Samarth Kulkarni, Ph.D. | 39,000 | 20,348 | — | 59,348 | | Garry E. Menzel, Ph.D. | 55,000 | 20,348 | — | 75,348 | | Rajeev Shah(5) | 42,500 | 20,348 | — | 62,848 | | Alexander Mayweg, Ph.D.(6) | 35,000 | 20,348 | — | 55,348 | | Wendy L. Dixon, Ph.D.(7) | 43,288 | 20,348 | — | 63,636 |

  12. Non-Employee Director Compensation Table

    (1) As of December 31, 2023, Dr. Behbahani held outstanding options for 46,500 shares of our common stock, Dr. Dhingra held outstanding options for 135,695 shares of our common stock, Dr. Dixon held outstanding options for 61,500 shares of our common stock, Dr. Kulkarni held outstanding options for 114,474 shares of our common stock, Dr. Mayweg held outstanding options for 46,500 shares of our common stock, Dr. Menzel held outstanding options for 100,282 shares of our common stock, and Mr. Shah held outstanding options for 46,500 shares of our common stock. (2) Amounts represent cash compensation for services rendered by each member of the board of directors. Dr. Behbahani and Dr. Dixon elected to receive their cash compensation in the form of unrestricted shares. Additionally, the cash compensation earned by Dr. Mayweg was paid to Versant Ventures at his direction, and the cash compensation earned by Mr. Shah was paid to RA Capital Management, L.P. per Mr. Shah’s direction. Amounts shown reflect the grant date fair value of stock option awards granted during fiscal year 2023. The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. These amounts reflect the accounting cost for stock options and do not correspond to the actual economic value that may be received by the director upon exercise of the stock options. See Note 8 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding certain assumptions we made in determining the fair value of option awards. The amount reported represents the amount earned by Dr. Dhingra in connection with certain consulting services provided by Dr. Dhingra to the Company. (5) Mr. Shah resigned from our board of directors in January 2024. (6) Dr. Mayweg resigned from our board of directors in April 2024. (7) Dr. Dixon resigned from our board of directors in April 2024.

  13. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Our non-employee directors are compensated pursuant to a formal policy, which we most recently amended and restated in March 2024, pursuant to which we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chair of each committee receives a higher retainer for such service. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

  14. Non-Employee Director Compensation Program

    | Annual Retainer for Board Membership | | | Annual service on the board of directors | $40,000 | | Additional Annual Retainer for Board Membership | | | Annual service as non-executive chair of the board | $30,000 | | Annual service as lead independent director of the board | $25,000 | | Additional Annual Retainer for Committee Membership | | | Annual service as member of the audit committee (other than chair) | $7,500 | | Annual service as chair of the audit committee | $15,000 | | Annual service as member of the compensation committee (other than chair) | $5,000 | | Annual service as chair of the compensation committee | $10,000 | | Annual service as member of the nominating and corporate governance committee (other than chair) | $4,000 | | Annual service as chair of the nominating and corporate governance committee | $8,000 |

  15. Non-Employee Director Compensation Program

    Non-employee directors are given the opportunity to elect to receive all or a portion of their cash retainer and committee fees in the form of an equity award of unrestricted shares having a grant date fair value equal to the amount (or portion of the amount) of such retainer and committee fees. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred by our non-employee directors in connection with attending our meetings of the board of directors and committees thereof. In addition, each new non-employee director elected to our board of directors will be granted an option to purchase 61,100 shares of our common stock on the date of such director’s election or appointment to the board of directors, which will vest ratably in thirty-six (36) equal monthly installments following the grant date, subject to the director’s continued service on our board of directors through such vesting date. On the date of each annual meeting of stockholders of our Company, each continuing non-employee director will be granted an option to purchase 30,550 shares of our common stock, which will vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting, subject to the director’s continued service on our board of directors through such vesting date. The value of all equity awards and all other cash compensation paid by the Company to any non-employee director in any calendar year may not exceed: (i) $1,000,000 in the first calendar year an individual becomes a non-employee director; and (ii) $750,000 in any other calendar year. For the purpose of this limitation, the value of any equity award is its grant date fair value. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Employee directors will receive no additional compensation for their service as a director.

  16. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.

  17. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mark A. Velleca, M.D., Ph.D.(4)(5) President and Chief Executive Officer | 2023 | 180,333 | — | — | 2,591,404 | 113,667 | 63,950 | 2,949,854 | | David M. Epstein, Ph.D.(6) Former President and Chief Executive Officer | 2023 | 412,300 | — | — | 1,049,520(7) | — | 557,386 | 2,019,206 | | | 2022 | 554,350 | — | — | 759,775 | 310,436 | 20,296 | 1,644,857 | | Fang Ni, Pharm.D. Chief Business Officer and Interim Chief Financial Officer | 2023 | 450,865 | — | — | 823,542 | 189,361 | 25,758 | 1,489,526 | | | 2022 | 411,740 | — | — | 253,426 | 196,977 | 47,616 | 909,759 | | Sergey Yurasov, M.D., Ph.D.(4) Chief Medical Officer | 2023 | 488,250 | — | — | 514,760 | 205,065 | 25,609 | 1,233,684 |

  18. 2023 Summary Compensation Table

    (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to our named executive officers during fiscal years 2023 and 2022 calculated in accordance with FASB or ASC Topic 718, Compensation — Stock Compensation. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option reported in this column are set forth in Note 8 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. The amount reported in this column reflects the accounting cost for the stock option and does not correspond to the actual economic value that may be received by our executives upon the exercise of the stock option or any sale of the underlying shares of common stock. (2) The amounts reported reflect bonuses based upon achievement of certain company and individual performance metrics. For all of the named executive officers, the amounts reported for fiscal year 2023 include a 401(k) matching contribution and a $6,000 annual stipend, pro-rated to the executive’s start or termination date as applicable, provided to all employees to be used at such employee’s discretion to support commuting, health and wellness or other personal expenses. Additionally, (i) for Dr. Velleca the amount reported for 2023 includes $56,250 in cash fees paid for his service as a non-employee director prior to his employment with the Company, which he elected to receive in the form of unrestricted shares; (ii) for Dr. Ni, the amount reported for 2023 includes a $50 gift card and $4 tax gross on such amount; (iii) for Dr. Epstein the amount reported for 2023 includes severance and vacation payout amounts of $489,909 and $48,141, respectively. Neither Drs. Velleca nor Yurasov were named executive officers for fiscal year 2022. Accordingly, compensation information for such year is omitted from this table. (5) Dr. Velleca became Chief Executive Officer of the Company effective September 16, 2023. (6) Dr. Epstein ceased being the Chief Executive Officer of the Company, effective September 15, 2023. (7) Amount includes $254,417 representing the incremental fair value associated with the modification of Dr. Epstein’s stock option in connection with his resignation. Such incremental fair value was calculated in accordance with ASC Topic 718, Compensation — Stock Compensation.

  19. Outstanding Equity Awards at 2023 Fiscal Year End Table

    Outstanding Equity Awards at 2023 Fiscal Year End Table The following table presents information regarding all outstanding stock options and stock awards held by each of our named executive officers on December 31, 2023.

  20. Outstanding Equity Awards at 2023 Fiscal Year End Table

    | | | | | Option Awards(1) | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Mark A.Velleca, M.D., Ph.D. | 8/9/2021 | 8/9/2021 | 23,333(5) | 6,667 | 9.85 | 8/8/2031 | — | — | — | — | | | 6/10/2022 | 6/7/2022 | 15,000(6) | — | 2.14 | 6/9/2032 | — | — | — | — | | | 5/16/2023 | 5/16/2023 | —(6) | 16,500 | 1.82 | 5/15/2033 | — | — | — | — | | | 9/17/2023 | 9/17/2023 | — | 1,000,000 | 3.55 | 9/16/2033 | — | — | — | — | | David M. Epstein, Ph.D. | 8/14/2019 | 8/14/2019(7) | 230,116 | — | 6.42 | 8/13/2029 | — | — | — | — | | | 12/5/2019 | 12/5/2019(7) | 281,847 | — | 10.86 | 12/4/2029 | — | — | — | — | | | 1/29/2020 | 2/3/2020 | 272,726 | 5,806 | 19.00 | 1/29/2030 | — | — | — | — | | | 2/17/2021 | 2/17/2021 | 168,748 | 56,252 | 28.69 | 2/16/2031 | — | — | — | — | | | 2/15/2022 | 2/15/2022 | 149,998 | 150,002 | 3.79 | 2/14/2032 | — | — | — | — | | | 2/13/2023 | 2/13/2023 | 105,000 | 315,000 | 2.92 | 2/12/2033 | — | — | — | — | | Fang Ni, Pharm.D. | 8/12/2020 | 8/3/2020 | 99,998 | 20,002 | 29.87 | 8/11/2030 | — | — | — | — | | | 8/12/2020 | — | — | — | — | — | — | — | 19,000 | 53,390 | | | 2/17/2021 | 2/17/2021 | 38,957 | 16,043 | 28.69 | 2/16/2031 | — | — | — | — | | | 2/15/2022 | 2/15/2022 | 45,833 | 54,167 | 3.79 | 2/14/2032 | — | — | — | — | | | 2/13/2023 | 2/13/2023 | — | 400,000 | 2.92 | 2/12/2033 | — | — | — | — | | Sergey Yurasov, M.D., Ph.D. | 6/1/2022 | 6/1/2022 | 93,749 | 156,251 | 1.69 | 5/31/2032 | — | — | — | — | | | 2/13/2023 | 2/13/2023 | — | 250,000 | 2.92 | 2/12/2033 | — | — | — | — |

  21. Outstanding Equity Awards at 2023 Fiscal Year End Table

    (1) Unless otherwise noted, each option grant is subject to the terms of our 2020 Stock Option and Incentive Plan, or 2020 Plan. (2) Unless otherwise noted, 25% of the shares subject to the stock option vest on the first anniversary of the vesting commencement date and the remaining 75% vest in 36 equal monthly installments thereafter, generally subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date. (3) Vesting of the restricted stock units is subject to the achievement of a performance based business development milestone that has not been achieved as of December 31, 2023. If achieved, 50% of the restricted stock units shall vest upon the achievement of the milestone and the remaining 50% of the restricted stock units shall vest on the one year anniversary of the milestone, so long as the named executive officer continues to have a service relationship with the Company on such dates. (4) The amount represents the number of unvested shares underlying the restricted stock units multiplied by the value per share of our common stock on the last trading day of fiscal year 2023, December 29, 2023, which was $2.81 per share. (5) The shares shall vest and become exercisable in 36 substantially equal monthly installments commencing on the one month anniversary of the Vesting Commencement Date, so long as the named executive officer remains in service as a member of the Board on such dates. 100% of the shares subject to the stock option vest in full upon the earlier of (i) the one-year anniversary of the Vesting Commencement Date or (ii) the date of the first annual meeting of the Company’s stockholders held after the date of grant, subject to the named executive officer’s continuous service relationship with the Company through the applicable vesting date. This option grant is subject to the terms of our 2017 Employee, Director and Consultant Equity Incentive Plan.