DEF 14A of Structure Therapeutics Inc., Apr 25, 2024

DEF 14A of Structure Therapeutics Inc.

Filed Apr 25, 2024 · FY20230001104659-24-051972

Open on EDGAR

  1. MEETING AGENDA

    | | Page | | Equity-Based Incentive Awards | 26 | | Outstanding Equity Awards at Fiscal Year End | 26 | | Emerging Growth Company Status | 27 | | Nonqualified Deferred Compensation | 28 | | Employment Arrangements with our Named Executive Officers | 28 | | Potential Payments Upon Termination or Change in Control | 29 | | Other Compensation and Benefits | 30 | | Clawback Policy | 30 | | NON-EMPLOYEE DIRECTOR COMPENSATION | 31 | | Non-Employee Director Compensation Policy | 31 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 34 | | Policies and Procedures for Related Person Transactions | 34 | | Certain Related Person Transactions | 34 | | OTHER INFORMATION FOR SHAREHOLDERS | 38 | | Shareholder Proposals for the 2025 Annual General Meeting of Shareholders | 38 | | Householding of Proxy Materials | 38 | | Additional Filings | 39 | | OTHER MATTERS | 39 |

  2. Our Board of Directors

    Our Board of Directors Our Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class I director has a term that expires at the Annual General Meeting, each Class II director has a term that expires at the Company’s 2025 annual general meeting of shareholders and each Class III director has a term that expires at the Company’s 2026 annual general meeting of shareholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. There are currently seven members of the Board. There are two Class I directors whose term of office expires at the Annual General Meeting — Ramy Farid, Ph.D. and Sharon Tetlow. The Annual General Meeting is our first annual general meeting after the adoption of our amended and restated memorandum and articles of association (which were adopted in connection with our initial public offering (“IPO”) in February 2023). Dr. Farid will not stand for re-election and his term will expire at the Annual General Meeting. Ms. Tetlow is currently a director of the Company, was previously appointed to the Board prior to our IPO and is recommended for nomination to the Board at the Annual General Meeting by the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”). Ms. Tetlow was approved by our Board and elected by holders of a majority of our Series A+ convertible preferred shares that were in existence prior to our IPO. In the interim between annual general meetings or extraordinary general meetings called for the appointment of directors and/or the removal of one or more directors and the filling of any vacancy in connection therewith, additional directors and any vacancies in the Board, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director. Directors are elected by a majority of the votes of the holders of Ordinary Shares present virtually or represented by proxy and entitled to vote on the election of directors. Ordinary Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominee named below. If the nominee becomes unavailable for election as a result of an unexpected occurrence, Ordinary Shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee as designated by the Board, or alternatively, the Board may leave a vacancy or the Board or reduce the size of the Board. The nominee for election has agreed to serve if elected. Our management has no reason to believe that the nominee will be unable to serve. The Nominating Committee seeks to identify, evaluate and recommend and communicate with candidates qualified to become directors or director nominees consistent with criteria approved by the Board, including potential conflicts of interest, director independence and other requirements. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating Committee to believe that that nominee should serve or continue to serve on the Board. However, each of the members of the Nominating Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. The biographies of our nominee for election to the Board as Class I director, and all other directors whose term will continue after the Annual General Meeting, are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.

  3. Class I Director Nominee for Election at the Annual General Meeting

    Class I Director Nominee for Election at the Annual General Meeting Sharon Tetlow, 64, has served as a member of our Board since March 2022. Since January 2016, Ms. Tetlow has served as Managing Partner of Potrero Hill Advisors, an advisory firm providing strategic and operational financial support to life sciences companies. Ms. Tetlow currently serves on the board of directors and on the audit committee of Cessation Therapeutics, Inc., a private biopharmaceutical company focused on anti-opioid therapeutics. Ms. Tetlow previously served on the boards of directors of DICE Therapeutics, Inc. (NASDAQ: DICE) from 2020 until its purchase by Eli Lilly and Company in 2023, Catalyst Biosciences, Inc. (NASDAQ: CBIO) from 2020 until its reverse merger in 2022, Valneva SE (NASDAQ: VALN, EPA: VLA) from 2020 to 2023 and Altamont Pharma Acquisition Corp. (NASDAQ: ALTP) from 2021 to 2022. Ms. Tetlow received her B.S. in Psychology from the University of Delaware and her M.B.A. from Stanford University. We believe that Ms. Tetlow is qualified to serve as a member of our Board because of her expertise in corporate finance and strategy in the biotechnology and pharmaceutical industries and her public company board experience. THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE BOARD’S NOMINEE FOR DIRECTOR.

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

    Class II Directors Continuing in Office Until the 2025 Annual General Meeting Eric Dobmeier, 55, has served as a member of our Board since December 2022. From April 2019 to August 2023, Mr. Dobmeier served as President, Chief Executive Officer and a member of the Board of Directors of Chinook Therapeutics, Inc. (NASDAQ: KDNY), a publicly traded biotechnology company focused on kidney diseases, prior to its acquisition by Novartis in August 2023. Prior to joining Chinook, Mr. Dobmeier served as President and Chief Executive Officer of Silverback Therapeutics, Inc. from January 2018 to June 2018. Prior to that, Mr. Dobmeier held positions of increasing responsibility at Seattle Genetics, Inc. (NASDAQ: SGEN), a publicly traded biotechnology company, from 2002 to December 2017, including as Chief Operating Officer from June 2011 to December 2017. Previously, Mr. Dobmeier was an attorney with the law firms of Venture Law Group and Heller Ehrman LLP, where he represented technology companies in connection with public and private financings, mergers and acquisitions and corporate partnering transactions. Mr. Dobmeier currently serves on the board of directors of Atara Biotherapeutics, Inc. (NASDAQ: ATRA), a publicly traded biotechnology company, where he has served since 2015. Mr. Dobmeier previously served on the boards of directors of Adaptive Biotechnologies Corp (NASDAQ: ADPT) from 2016 to 2021, Stemline Therapeutics, Inc. (NASDAQ: STML) from 2012 to 2018 and Versartis (NASDAQ: VSAR) from 2017 to 2018, each a publicly traded biopharmaceutical company. He received his A.B. in History from Princeton University and his J.D. from the University of California, Berkeley School of Law. We believe Mr. Dobmeier is qualified to serve as a member of our Board because of his legal, business development and operating experience, senior management experience at public biotechnology companies and his service as a director of other biopharmaceutical companies. Joanne Waldstreicher, M.D., 64, has served as a member of our Board since December 2022. From December 2012 to April 2023, Dr. Waldstreicher served as Chief Medical Officer at Johnson & Johnson (NYSE: JNJ), where she held various roles since 2002, including Chief Medical Officer & Head, Asia Pacific Medical Science at Janssen Pharmaceutical Companies of Johnson & Johnson from 2011 to 2012 and Senior Vice President, Head, Global Drug Development from 2007 to 2009. Prior to joining Johnson & Johnson, Dr. Waldstreicher oversaw endocrinology and metabolism clinical research at Merck Research Laboratories. Dr. Waldstreicher currently serves on the Board of Directors of Beckton Dickson & Co. (NYSE: BDX), a global medical technology company. Dr. Waldstreicher also currently serves as a faculty affiliate of the Division of Medical Ethics, Department of Population Health at New York University School of Medicine. Dr. Waldstreicher received her B.A. in Chemistry at City University of New York, Brooklyn College, and her M.D. at Harvard Medical School. We believe Dr. Waldstreicher is qualified to serve on our Board based on her extensive experience as a pharmaceutical executive with significant expertise in clinical development, drug development strategy and regulatory affairs.

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

    Class III Directors Continuing in Office Until the 2026 Annual General Meeting Ted Love, M.D., 65, has served as a member of our Board since August 2023. Dr. Love previously served as President and Chief Executive Officer of Global Blood Therapeutics, Inc., a former publicly-traded biopharmaceutical company focused on hematology, from June 2014 to October 2022, prior to its acquisition by Pfizer Inc. Prior to serving at Global Blood Therapeutics, Dr. Love served as Executive Vice President, Research and Development and Technical Operations at Onyx Pharmaceuticals, Inc., from February 2010 to August 2012. Prior to Onyx, from 2001 to January 2009, Dr. Love served as President, Chief Executive Officer and Chairman of Nuvelo, Inc. Prior to that, he served as Senior Vice President, Development, at Theravance, Inc. from 1998 to 2001. Previously, he spent six years at Genentech, Inc., where he held a number of senior management positions in medical affairs and product development and served as chairman of Genentech’s Product Development Committee. Dr. Love served as a consultant in medicine in the Department of Cardiology at the Massachusetts General Hospital. Dr. Love currently serves on the board of directors of Gilead Sciences (NASDAQ: GILD) and Royalty Pharma Plc (NASDAQ: RPRX), each a biopharma company. Within the past five years Dr. Love previously served on the board of directors of Seagen, Inc. from 2020 to 2023, Amicus Therapeutics, Inc. from 2012 to 2020, Global Blood Therapeutics, Inc. from 2013 to 2022 and Portola Pharmaceuticals, Inc. from 2019 to 2020 (prior to its acquisition by Alexion Pharmaceuticals, Inc.). Dr. Love holds a B.A. in molecular biology from Haverford College and an M.D. from Yale Medical School. He completed a residency in internal medicine and a fellowship in cardiology at the Massachusetts General Hospital. We believe that Dr. Love is qualified to serve on our Board because of his extensive leadership and management experience in the biopharmaceutical industry, in addition to his prior experience as a practicing physician. Raymond Stevens, Ph.D., 60, has served as our co-founder and Chief Executive Officer since May 2019 and as a member of our Board since February 2019. Previously, Dr. Stevens founded the Bridge Institute at the University of Southern California, where he served as Founding Director and Professor from July 2014 to May 2019, and since then as Professor Emeritus. Prior to founding the Bridge Institute, Dr. Stevens founded the iHuman Institute at ShanghaiTech University (“iHuman Institute”), in January 2012, where he has since served as Founding Director and Adjunct Professor. Prior to founding the iHuman Institute, Dr. Stevens served as Professor, Department of Integrative Structural and Computational Biology and Chemistry at The Scripps Research Institute from June 1999 to July 2014. Dr. Stevens also currently serves as a member of the board of directors and as a member of the audit and science and technology committees of Danaher Corporation (NYSE: DHR). Dr. Stevens completed a post-doctoral fellowship in Chemistry at Harvard University. Dr. Stevens received his B.A. in Chemistry from the University of Southern Maine, and his Ph.D. in Organic Chemistry from the University of Southern California. We believe that Dr. Stevens is qualified to serve on our Board based on his extensive experience in the field of structure-based drug discovery and as a director of public and private companies. As our Chief Executive Officer, Dr. Stevens also provides invaluable insight to our management’s perspective in the board’s discussions regarding our company’s business and strategic plans. Daniel G. Welch, 66, has served as Chairman of our Board since January 2022. Mr. Welch served as an Executive Partner of Sofinnova Ventures, a venture capital firm from January 2015 to February 2018. Prior to serving at Sofinnova, Mr. Welch served as Chief Executive Officer and President of InterMune, Inc., a biotechnology company, from September 2003 until its acquisition by Roche Holdings AG (OTCMKTS: RHHBY) in September 2014. Mr. Welch also served as Chairman of InterMune from May 2008 to September 2014. Prior to serving at InterMune, Mr. Welch served as Chairman and Chief Executive Officer of Triangle Pharmaceuticals, Inc., a pharmaceutical company that was acquired by Gilead Sciences, Inc. (Nasdaq: GILD), from 2002 to 2003. Prior to serving at Triangle Pharmaceuticals, Mr. Welch served as President of Biopharmaceuticals at Elan Corporation (TYO: 6099) from 2000 to 2002. Prior to serving at Elan, Mr. Welch served in various senior management roles at Sanofi-Synthelabo, now Sanofi S.A. (Nasdaq: SNY), from 1987 to 2000, including as Vice President of Worldwide Marketing and Chief Operating Officer of the U.S. business. Mr. Welch currently serves on the boards of directors of Nuvation Bio Inc. (NYSE: NUVB), Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE), Prothena Corporation plc (Nasdaq: PRTA) and Nuvation Bio, Inc. (Nasdaq: NUVB). Mr. Welch received his B.B.A. in Marketing from the University of Miami and his M.B.A. from the University of North Carolina. We believe that Mr. Welch is qualified to serve on our Board based on his operational and strategic expertise in the global pharmaceutical market, his experience serving on the board of directors of publicly traded pharmaceutical companies and his extensive experience in leading companies from clinical-stage drug development to large-scale global commercialization.

  6. Information Regarding the Board of Directors and Corporate Governance

    Information Regarding the Board of Directors and Corporate Governance

  7. Fiscal Year 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Raymond Stevens, Ph.D. Chief Executive Officer and Director(4) | 2023 | 595,852 | — | 6,500,534 | 281,325 | 13,200 | 7,390,911 | | | 2022 | 487,333 | — | — | 247,500 | 12,500 | 747,333 | | Jun Yoon Chief Financial Officer(5) | 2023 | 441,262 | — | 3,047,125 | 173,183 | 13,200 | 3,674,770 | | Mark Bach, M.D., Ph.D. Chief Medical Officer | 2023 | 485,812 | — | — | 173,045 | 13,200 | 672,057 | | | 2022 | 466,375 | — | — | 149,499 | 12,500 | 628,374 |

  8. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2023. All awards were granted pursuant to the 2019 Equity Incentive Plan (the “2019 Plan”) or the 2023 Plan.

  9. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards(1) | | | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price per share ($)(2) | Option expiration date | | Raymond Stevens, Ph.D. Chief Executive Officer and Director | 1/22/2020 | 100,000(3) | — | — | 0.39 | 1/21/2030 | | | 1/22/2021 | 392,838(4) | 145,929 | — | 0.48 | 1/21/2031 | | | 2/2/2023 | —(5) | 1,600,000 | — | 5.00 | 2/1/2033 | | Jun Yoon Chief Financial Officer | 1/22/2020 | 100,000(6) | — | — | 0.39 | 1/21/2030 | | | 9/23/2021 | 56,238(7) | 43,762 | — | 1.21 | 9/22/2031 | | | 2/2/2023 | —(8) | 750,000 | — | 5.00 | 2/1/2033 | | Mark Bach, M.D., Ph.D. Chief Medical Officer | 9/23/2021 | 363,486(9) | 218,124 | — | 1.21 | 9/22/2031 | | | 2/2/2023 | — | — | 450,000(10) | 5.00 | 2/1/2033 |

  10. Outstanding Equity Awards at Fiscal Year End

    Option awards listed with grant dates prior to February 2, 2023 were granted under our 2019 Plan. Option awards listed with grant dates on or after February 2, 2023 were granted under our 2023 Plan. (2) Options granted under our 2019 Plan and 2023 Plan were granted with a per share exercise price equal to the fair market value of our Ordinary Shares on the date of grant, as determined in good faith by our Board or compensation committee. (3) One-fourth of the shares subject to the share option vested on May 16, 2020 and the remaining shares vest in 36 equal monthly installments thereafter, subject to continued service through each such vesting date. The option is also subject to early exercise and is immediately exercisable as of the grant date. (4) The shares subject to the share option vest in 48 equal monthly installments, subject to continued service through each such vesting date. (5) One-fourth of the shares subject to the share option vested on February 2, 2024, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continued service through each such vesting date. (6) One-fourth of the shares subject to the share option vested on May 1, 2020, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continued service through each such vesting date. (7) The shares subject to the share option vest in 48 equal monthly installments beginning September 16, 2021, subject to continued service through each such vesting date. (8) One-fourth of the shares subject to the share option vested on February 2, 2024, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continued service through each such vesting date. (9) One-fourth of the shares subject to the share option vested on June 21, 2022, and the remaining shares vest in 36 equal monthly installments thereafter, subject to continued service through each such vesting date. (10) One-fourth of the shares subject to the share option were to vest on February 2, 2024, subject to the achievement of certain clinical milestones in the first year, and the remaining shares were to vest in 36 equal monthly installments thereafter, subject to continued service through each such vesting date. In January 2024, the Board determined that such clinical milestones would not be achieved; as a result, such option terminated in accordance with its terms. Share options held by certain of our Named Executive Officers are eligible for accelerated vesting under specified circumstances. See the subsection titled “— Potential Payments Upon Termination or Change in Control” below for a description of such potential acceleration. We did not materially modify any outstanding equity awards held by our Named Executive Officers in 2023.

  11. 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.

  12. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control 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, such as unpaid salary, as applicable. Severance Plan In January 2023, the Board approved a Severance and Change in Control Plan (the Severance Plan) pursuant to which each of our Named Executive Officers will become eligible to receive benefits under the terms of such plan. The Severance Plan provides for severance and/or change in control benefits to our Named Executive Officers upon (i) a “change in control termination” or (ii) a “regular termination” (each as described below). Upon a change in control termination, each of our Named Executive Officers is entitled to a lump sum payment equal to a portion of their base salary (18 months for Dr. Stevens and 12 months for Mr. Yoon and Dr. Bach), a lump sum payment equal to 150% (for Dr. Stevens) or 100% (for Mr. Yoon and Dr. Bach) of their annual target cash bonus, payment of COBRA premiums for a period of time (up to 18 months for Dr. Stevens and 12 months for Mr. Yoon and Dr. Bach) and full accelerated vesting of outstanding time-vesting equity awards. To the extent an equity award is not assumed, continued or substituted for in the event of certain change in control transactions and the executive’s employment is not terminated as of immediately prior to such change in control, the vesting of such equity award will also accelerate in full (and for equity awards subject to performance vesting, performance will be deemed to be achieved at target, unless otherwise provided in individual award documents). Upon a regular termination, Dr. Stevens is entitled to a lump sum payment equal to 100% of his annual target cash bonus, and each of Dr. Stevens, Mr. Yoon and Dr. Bach is entitled to a lump sum payment equal to a portion of their base salary (12 months for Dr. Stevens and Mr. Yoon and nine months for Dr. Bach), payment of COBRA premiums for a period of time (up to 12 months for Dr. Stevens and Mr. Yoon and nine months for Dr. Bach) and partial accelerated vesting of outstanding time-vesting equity awards (12 months for Dr. Stevens and Mr. Yoon and six months for Dr. Bach). All severance benefits under the Severance Plan are subject to the executive’s execution of an effective release of claims against the company. For purposes of the Severance Plan, a “regular termination” is an involuntary termination without “cause” (and not as a result of death or disability) or a resignation for “good reason,” each as defined in the Severance Plan, in any case that does not occur during the period of time beginning three months prior to, and ending 12 months following, a “change in control”, as defined in the 2023 Plan, or the “change in control period.” For purposes of the Severance Plan, a “change in control termination” is an involuntary termination without cause (and not as a result of death or disability) or a resignation for good reason, in any case that occurs during the change in control period. Equity Award Terms In addition to the treatment described above, our Named Executive Officers’ share awards are subject to the terms of our 2023 Plan and 2019 Plan, as applicable. Under the 2023 Plan, unless otherwise provided in an individual share award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by the Board at the time of grant, in the event of a “corporate transaction” (as defined in the 2023 Plan), if the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such share awards, then with respect to any such share awards that are held by participants whose continuous service has not terminated prior to the effective time of the transaction, or current participants, the vesting (and exercisability, if applicable) of such share awards will be accelerated in full to a date prior to the effective time of the transaction (contingent upon the effectiveness of the transaction), and such share awards will terminate if not exercised (if applicable) at or prior to the effective time of the transaction, and any reacquisition or repurchase rights held by us with respect to such share awards will lapse (contingent upon the effectiveness of the transaction). With respect to performance awards with multiple vesting levels depending on performance level, unless otherwise provided by an award agreement or by the Board, the award will accelerate at 100% of target. If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such share awards, then with respect to any such share awards that are held by persons other than current participants, such awards will terminate if not exercised (if applicable) prior to the effective time of the transaction, except that any reacquisition or repurchase rights held by us with respect to such share awards will not terminate and may continue to be exercised notwithstanding the transaction. In the event a share award will terminate if not exercised prior to the effective time of a transaction, the Board may provide, in its sole discretion, that the holder may not exercise such share award but instead will receive a payment equal in value to the excess (if any) of (i) the value of the property the participant would have received upon the exercise of the share award over (ii) any exercise price payable by such holder in connection with such exercise. In the event of a “change in control” (as defined in the 2023 Plan), awards granted under our 2023 Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreement. Under the 2019 Plan, in the event of a “corporate transaction” (as defined in the 2019 Plan), unless otherwise provided in a share award agreement or other written agreement between us and the award holder, the Board may take one or more of the following actions with respect to such share awards: (i) arrange for the assumption, continuation, or substitution of a share award by a surviving or acquiring corporation, or a parent or subsidiary thereof; (ii) arrange for the assignment of any reacquisition or repurchase rights held by us to the surviving or acquiring corporation, or a parent or subsidiary thereof; (iii) accelerate the vesting, in whole or in part, of the share award and provide for its termination if not exercised (if applicable) at or before the effective time of the transaction; (iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us; (v) cancel or arrange for the cancellation of the share award, to the extent not vested or not exercised before the effective time of the transaction, in exchange for such cash consideration (including no consideration) as our Board, in its sole discretion, may consider appropriate; and (vi) make a payment equal to the excess, if any, of (a) the value of the property the participant would have received on exercise of the share award immediately before the effective time of the transaction, over (b) any exercise price payable by the participant in connection with the exercise. A share award may be subject to additional acceleration of vesting and exercisability upon or after a “change in control” (as defined in the 2019 Plan) as may be provided in an applicable share award agreement or other written agreement, but in the absence of such provision, no such acceleration will occur.

  13. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table shows for the fiscal year ended December 31, 2023 certain information with respect to the compensation of our non-employee directors:

  14. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Daniel G. Welch | 242,625 | — | 242,625 | | Ramy Farid, Ph.D. | — | — | — | | Sharon Tetlow | 64,000 | — | 64,000 | | Eric Dobmeier | 57,500 | — | 57,500 | | Joanne Waldstreicher, M.D. | 49,000 | — | 49,000 | | Ted W. Love, M.D. | 22,917 | 632,132 | 655,049 | | Jessica Lifton(3) | — | — | — | | Chen Yu, M.D.(3) | — | — | — |

  15. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) The amounts reported here do not reflect the actual economic value realized by our directors. In accordance with SEC rules, this column represents the grant date fair value of shares underlying share options, calculated in accordance with FASB ASC 718. Assumptions used in the calculation of the grant date fair value of the share options are set forth in Note 9, “Shareholders’ Equity” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (2) As of December 31, 2023, (i) Mr. Welch held an option to purchase 1,179,122 Ordinary Shares, which is subject to early exercise; (ii) Ms. Tetlow held an option to purchase 80,000 Ordinary Shares, which is subject to early exercise; (iii) Mr. Dobmeier held an option to purchase 80,000 Ordinary Shares, 26,666 of which were vested as of such date; (iv) Dr. Waldstreicher held an option to purchase 80,000 Ordinary Shares, 26,666 of which were vested as of such date; and (v) Dr. Love held an option to purchase 75,000 Ordinary Shares, 8,333 of which were vested as of such date. (3) Ms. Lifton and Dr. Yu each resigned from the Board effective February 2, 2023. Dr. Stevens, our Chief Executive Officer, and Dr. Farid, did not receive any additional compensation for their service on the Board. Dr. Stevens’s compensation as a Named Executive Officer is set forth above under “Executive Compensation — Summary Compensation Table”.

  16. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board adopted a non-employee director compensation policy in January 2023 that is applicable to all of our non-employee directors. The compensation policy was amended effective August 2023 following a review of the program with our independent compensation consultant (the “August Amendment”). The compensation policy was further amended in March 2024, as described below. As in effect for 2023, our compensation policy provided that each non-employee director will receive the following compensation for service on our Board: • an annual cash retainer of $45,000 for eligible directors; • an additional cash retainer of $179,000 for service as chair of the Company; • an annual cash retainer of $7,500, $5,000 and $4,000 for service as a member of the audit committee, compensation committee and the nominating and governance committee, respectively; • an additional annual cash retainer of $15,000, $10,000 and $8,000 for service as chair of the audit committee, compensation committee and the nominating and governance committee, respectively; • prior to the August Amendment, an initial share option to purchase 90,000 of our Ordinary Shares (equal to 30,000 ADSs) on the date of each such non-employee director’s appointment to our Board, vesting in 36 equal monthly installments; following the August Amendment, an initial share option to purchase 75,000 of our Ordinary Shares (equal to 25,000 ADSs) on the date of each such non-employee director’s appointment to our Board, vesting in 36 equal monthly installments; prior to the August Amendment, an annual share option to purchase 45,000 of our Ordinary Shares (equal to 15,000 ADSs) on the date of each of our annual general meeting of shareholders, vesting in 12 equal monthly installments (and will be fully vested on the day immediately preceding the next annual general meeting of shareholders, if sooner); and • following the August Amendment, an annual share option to purchase 37,500 of our Ordinary Shares (equal to 12,500 ADSs) on the date of each of our annual general meeting of shareholders, vesting in 12 equal monthly installments (and will be fully vested on the day immediately preceding the next annual general meeting of shareholders, if sooner). The compensation policy was most recently amended effective March 2024 following a review of the program with our independent compensation consultant (the “March Amendment”). Following the March Amendment, each non-employee director will receive the following updated annual cash retainer amounts for 2024 for service on a committee of our Board, including our new Research & Development Committee: • an annual cash retainer of $10,000, $7,500, $7,500 and $5,000 for service as a member of the Audit Committee, Compensation Committee, Research & Development Committee and the Nominating Committee, respectively; and • an additional annual cash retainer of $20,000, $15,000, $15,000 and $10,000 for service as chair of the Audit Committee, Compensation Committee, Research & Development Committee and the Nominating Committee, respectively. Each share option described above will be granted under our 2023 Plan. The term of each share option will be ten years, subject to earlier termination as provided in the 2023 Plan, provided that upon a termination of continuous service other than for death or “cause” (as such term is defined in the 2023 Plan), the post-termination exercise period will be 12 months from the date of termination. Each share option will vest subject to the director’s continuous service with us, provided that each share option will vest in full upon a change in control of the Company. We will also continue to reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.