DEF 14A of Century Therapeutics, Inc., Apr 26, 2024

DEF 14A of Century Therapeutics, Inc.

Filed Apr 26, 2024 · FY20230001104659-24-052924

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of Kimberly Blackwell, M.D., Joseph Jimenez and Brent Pfeiffenberger, Pharm.D. as Class III directors, each to serve for a three-year term expiring at our 2027 Annual Meeting of Stockholders. The number of members of our Board of Directors, or the Board, is currently set at eight members and is divided into three classes, each of which has a three-year term. Class I consists of two directors, Class II consists of three directors and Class III consists of three directors. The term of office of our Class III directors expires at the Annual Meeting. We are nominating Kimberly Blackwell, M.D., Joseph Jimenez and Brent Pfeiffenberger, Pharm.D. for election at our Annual Meeting to serve until the 2027 Annual Meeting of Stockholders 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 three 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 Kimberly Blackwell, M.D., Joseph Jimenez and Brent Pfeiffenberger, Pharm.D. 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. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

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

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

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

    | KIMBERLY BLACKWELL, M.D. | | Key Skills: Industry Knowledge and Experience | | Age: 55 Director Since: 2021 | Committee Memberships: Audit, Nominating and Corporate Governance | Other Public Directorships: Monte Rosa Therapeutics, Inc., Zentalis Pharmaceuticals, Inc. | | Dr. Blackwell has been a member of our Board since May 2021. Dr. Blackwell has served as Chief Executive Officer of Zentalis Pharmaceuticals, Inc. since May 2022. Dr. Blackwell served as the Chief Medical Officer and Senior Vice President, Clinical Oncology Development at Tempus Labs, Inc., a biotechnology company, from March 2020 until May 2022. Previously, Dr. Blackwell was the Vice President of Early Phase Immuno-oncology at Eli Lilly and Company, or Eli Lilly, a pharmaceutical company, from March 2018 until March 2020. Prior to Eli Lilly, Dr. Blackwell held positions at Duke Medical Center and Duke Cancer Institute as a Professor in the Department of Medicine from July 1997 until March 2018. Dr. Blackwell has served on the board of directors of Monte Rosa Therapeutics, Inc., a biotechnology company, and Zentalis Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, since June and July 2020, respectively. Dr. Blackwell received a B.A. in bioethics from Duke University and her M.D. from the Mayo Clinic Medical School. | | | | Skills & Qualifications: We believe that Dr. Blackwell is qualified to serve on our Board due to her experience on the boards of pharmaceutical companies and her extensive knowledge of the biotechnology and pharmaceutical industries. | | |

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

    | JOSEPH JIMENEZ (CHAIRMAN) | | Key Skills: Senior Executive and Public Company Experience | | Age: 64 Director Since: 2019 | Committee Memberships: Compensation, Nominating and Corporate Governance (Chair) | Other Public Directorships: Procter & Gamble Co, General Motors Co | | Mr. Jimenez has served as a member of our Board since August 2019 and as Chairman of our Board since February 2021. Mr. Jimenez is currently Co-Founder and Managing Director of Aditum Bio Management Company LLC, or Aditum Bio, a venture capital firm. He has held this position since July 2019. Mr. Jimenez served as Chief Executive Officer of Novartis AG, a pharmaceutical company, from 2010 until his retirement in 2018. He led Novartis AG’s Pharmaceuticals Division from October 2007 until 2010 and its Consumer Health Division in 2007. From 2006 to 2007, Mr. Jimenez served as Advisor to the Blackstone Group L.P. Mr. Jimenez is currently a member of the board of directors of General Motors Company, where he has served since 2015. Mr. Jimenez has also been a member of the board of directors of The Proctor & Gamble Company since March 2018. Additionally, Mr. Jimenez served on the board of directors of Graphite Bio from 2020 to 2024, Colgate-Palmolive Company from 2009 to 2015, and of AstraZeneca PLC, or AstraZeneca, from 2002 to 2007. Mr. Jimenez received a B.A. in economics from Stanford University and an M.B.A. from the University of California, Berkeley. | | | | Skills & Qualifications: We believe that Mr. Jimenez is qualified to serve on our Board due to his years of experience as a senior executive in the pharmaceutical industry, his extensive public company directorship experience, and his deep insights into our industry. | | |

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

    | BRENT PFEIFFENBERGER, PHARM.D. | | Key Skills: Senior Executive Experience and Global Industry Experience | | Age: 46 Director Since: 2023 | Committee Memberships: None | Other Public Directorships: N/A | | Dr. Pfeiffenberger has been a member of our Board as well as our President and Chief Executive Officer, since December 2023. Dr. Pfeiffenberger previously served as Chief Operating Officer of Neogene Therapeutics Inc., a clinical-stage biotechnology company, from May 2021 until December 2023. Prior to this, Dr. Pfeiffenberger held various positions at Bristol-Myers Squibb Company, or Bristol-Myers, a global biopharmaceutical company, including Senior Vice President and Head of U.S. Oncology from October 2019 until May 2021; Co-Lead of Worldwide Commercial Oncology from July 2018 until October 2019; General Manager for Australia and New Zealand from March 2016 until June 2018; and several additional leadership and managerial positions within Bristol-Myers prior to this. Dr. Pfeiffenberger received an M.B.A. from The Wharton School at the University of Pennsylvania and a Pharm.D. from Duquesne University. | | | | Skills & Qualifications: We believe that Dr. Pfeiffenberger’s over 20 years of global biopharmaceutical and biotechnology experience provide him with the qualifications and skills to serve as a director. | | |

  7. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  8. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

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

  9. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | DAPHNE QUIMI | | Key Skills: Investing and Capital Raising, Financial Competency | | Age: 58 Director Since: 2022 | Committee Memberships: Audit (Chair), Nominating and Corporate Governance | Other Public Directorships: Amylyx Pharmaceuticals, Inc. | | Ms. Quimi has been a member of our Board since September 2022. Ms. Quimi has served as the Chief Financial Officer of Amicus Therapeutics, Inc., or Amicus, a public biotechnology company, from January 1, 2019, until her retirement in August 2023. Previously she served as Amicus’ Senior Vice President, Finance and Corporate Controller and has been employed with Amicus since September 2007. Prior to Amicus, Ms. Quimi served as Director of Consolidations and External Reporting at Bristol-Myers Squibb. Prior to joining Bristol-Myers Squibb, Ms. Quimi also held roles of increasing responsibility in the finance department at Johnson & Johnson Services, Inc., or J&J, from May 1999 until July 2004. Ms. Quimi is currently a member of the board of directors of Amylyx Pharmaceuticals, Inc., a public biopharmaceutical company, where she has served since July 2021. Ms. Quimi received a B.S. in accountancy from Monmouth University and an M.B.A. from the Stern School of Business of New York University. Ms. Quimi is also a certified public accountant in New Jersey. | | | | Skills & Qualifications: We believe that Ms. Quimi is qualified to serve on our Board due to her investment experience, experience in public accounting and financial reporting and knowledge of the biopharmaceutical industry. | | |

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

    | CARLO RIZZUTO, PH.D. | | Key Skills: Investing and Capital Raising, Industry Knowledge and Experience | | Age: 53 Director Since: 2018 | Committee Memberships: Compensation (Chair), Nominating and Corporate Governance | Other Public Directorships: N/A | | Dr. Rizzuto has served as a member of our Board since March 2018. From April 2018 until August 2018, Dr. Rizzuto was our President, Secretary and Treasurer. Dr. Rizzuto joined Versant Ventures in November 2012 where he currently serves as Managing Director, and has served in a variety of roles including operating principal, venture partner and partner. Prior to joining Versant Ventures, Dr. Rizzuto worked at Novartis AG, where he was a global program team director from 2010 until 2012. Dr. Rizzuto has served as Chief Executive Officer of Highline Therapeutics, Inc., a biotech incubator established by Versant Ventures, since March 2015. Dr. Rizzuto previously served as Chief Business Officer of Anokion SA, a biopharmaceutical company, from January 2014 to January 2017. Dr. Rizzuto previously served on the board of directors of Graphite Bio from March 2020 until March 2024, and Pandion Therapeutics, Inc. from January 2018 until March 2021. Dr. Rizzuto received a Ph.D. in virology from Harvard University and a B.A. in biology from the University of Virginia. | | | | Skills & Qualifications: We believe that Dr. Rizzuto is qualified to serve on our Board due to his knowledge and experience as an investor in the life sciences industry. | | |

  11. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

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

  12. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | CYNTHIA BUTITTA | | Key Skills: Senior Executive and Public Company Experience | | Age: 69 Director Since: 2021 | Committee Memberships: Audit, Compensation | Other Public Directorships: Olema Pharmaceuticals, Inc., UroGen Pharma Ltd., Autolus Therapeutics plc | | Ms. Butitta has been a member of our Board since February 2021. Ms. Butitta has served as a member of the board of directors of Olema Pharmaceuticals, Inc., Autolus Therapeutics plc, and UroGen Pharma Ltd., publicly traded biopharmaceutical companies, since August 2020, March 2018 and October 2017, respectively. Ms. Butitta previously served as the Chief Operating Officer of Kite Pharma Inc., a biopharmaceutical company, from December 2013 to September 2017 and as its Executive Vice President and Chief Financial Officer from January 2014 to May 2016. From May 2011 to December 2012, Ms. Butitta was Senior Vice President and Chief Financial Officer at NextWave Pharmaceuticals, Inc., a specialty pharmaceutical company. Prior to that, Ms. Butitta served in senior leadership roles at Telik, Inc., a biopharmaceutical company, from 1998 to 2010, including Chief Operating Officer and Chief Financial Officer. Ms. Butitta received a B.S. with honors in business and accounting from Edgewood College and a M.B.A. in finance from the University of Wisconsin, Madison. | | | | Skills & Qualifications: We believe that Ms. Butitta is qualified to serve on our Board due to her extensive experience as a public company director, her knowledge of corporate finance and accounting, and her experience as a biopharmaceutical company executive. | | |

  13. CLASS II DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | ALESSANDRO RIVA, M.D. | | Key Skills: Global Leadership Positions, Industry Knowledge and Experience | | Age: 63 Director Since: 2021 | Committee Memberships: Audit | Other Public Directorships: Transgene S.A.; BeiGene, Ltd. | | Dr. Riva has been a member of our Board since May 2021. Dr. Riva has served as Chief Executive Officer of Transgene S.A., or Transgene, since May 2023, and chairman of the board of directors of Transgene since May 2022. Dr. Riva has served as a non-executive independent director of BeiGene, Ltd., a biotechnology company specialized in oncology therapeutics, since February 2022. Dr. Riva previously served as Chief Executive Officer of Intima Bioscience, Inc., or Intima, a privately held biotechnology company focused on oncology cell therapy and therapeutics, from September 2021 until April 2023. Prior to Intima, Dr. Riva served as the Chief Executive Officer of Ichnos Sciences, Inc., a biotechnology company focusing on oncology therapies from April 2019 until August 2021. Previously, Dr. Riva was the Executive Vice President and Global Head, Oncology Therapeutics and Cell Therapy at Gilead Sciences, Inc., or Gilead, a biotechnology company, from January 2017 to March 2019. Prior to Gilead, Dr. Riva served as the Executive Vice President and Global Head, Oncology Development and Medical Affairs at Novartis AG, a position he held from January 2005 until December 2016. Dr. Riva received his B.M.B.S. and M.D. in Oncology/Hematology from Università degli Studi di Milano. | | | | Skills & Qualifications: We believe that Dr. Riva is qualified to serve on our Board due to his extensive management experience at biotechnology companies. | | |

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

    | TIMOTHY P. WALBERT | | Key Skills: Global Leadership Positions, Industry Knowledge and Experience | | Age: 57 Director Since: 2022 | Committee Memberships: Compensation | Other Public Directorships: Mirum Pharmaceuticals, Inc.; Sagimet Biosciences | | Mr. Walbert has been a member of our Board since September 2022. He is currently a senior advisor to Amgen Inc., or Amgen, a public biotech company, since October 2023. Mr. Walbert served as Chairman, President and Chief Executive Officer of Horizon Therapeutics 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 Pharmaceutical Company Limited 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. Mr. Walbert serves on the board of directors of Mirum Pharmaceuticals, Inc., a public biotech company and Sagimet Biosciences, 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 April 2020 to September 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 October 2015 until February 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. | | |

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

    We are committed to good corporate governance and integrity in our business dealings. We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board and management accountability are key to our relationship with our stockholders. We strive to have regular, constructive conversations with our stockholders to better understand our stockholders’ priorities and perspectives. Our governance practices are documented in our Second Amended and Restated Certificate of Incorporation, or our Certificate of Incorporation, our Bylaws, our Code of Conduct, our Corporate Governance Guidelines and the charters of the committees of the Board. Aspects of our governance documents are summarized below. You can find our charters for each committee of our Board and our Code of Conduct on our website at investors.centurytx.com/corporate-governance/documents-and-charters.

  16. COMPENSATION CONSULTANT

    COMPENSATION CONSULTANT Radford, a subsidiary of Aon Hewitt Limited, serves as our executive compensation consultant. Radford reports directly to the Compensation Committee and provides various executive compensation services to the Compensation Committee, including advising the Compensation Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design and our award values in relation to performance. Radford does not provide services to us other than its advice to the Compensation Committee on executive and director compensation matters.

  17. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The material terms of our non-employee director compensation policy are summarized in the table below:

  18. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | COMPENSATION ELEMENTS — NON-EMPLOYEE DIRECTOR COMPENSATION POLICY | | | Cash | | | Annual Retainer | | | Member Annual Retainer | $40,000 | | Chairperson Annual Retainer | $30,000 | | Annual Committee Chair Retainer | | | Audit | $15,000 | | Compensation | $10,000 | | Nominating and Corporate Governance | $8,000 | | Annual Committee Member Retainer | | | Audit | $7,500 | | Compensation | $5,000 | | Nominating and Corporate Governance | $4,000 | | Equity | | | Initial Equity Grant | Option to purchase 88,000 shares of common stock, made to directors at the commencement of their director service, vesting monthly over a period of 36 months, subject generally to continued service with the Company | | Annual Equity Retainer | Option to purchase 44,000 shares of common stock, vesting in full on the sooner of the first anniversary of the date of grant or the next annual shareholder meeting, subject generally to continued service with the Company |

  19. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    Each annual cash retainer is paid quarterly in arrears. All equity awards granted under the non-employee director compensation policy will be granted under, and subject to the terms of, the Company’s 2021 Equity Incentive Plan, or the 2021 Plan.

  20. DIRECTOR COMPENSATION TABLE

    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.

  21. DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH ($) | OPTION AWARDS ($)(1)(2) | TOTAL ($) | | Kimberly Blackwell, M.D. | 51,500 | 114,400 | 165,900 | | Cynthia Butitta | 56,250 | 114,400 | 170,650 | | Joseph Jimenez | 83,000 | 114,400 | 197,400 | | Daphne Quimi | 55,250 | 114,400 | 169,650 | | Alessandro Riva, M.D. | 47,500 | 114,400 | 161,900 | | Carlo Rizzuto, Ph.D. | 54,000 | 114,400 | 168,400 | | Timothy P. Walbert | 45,000 | 114,400 | 159,400 |

  22. DIRECTOR COMPENSATION TABLE

    (1) Amounts shown in this column do not reflect dollar amounts actually received by our directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted in 2023 determined in accordance with the provisions of Financial Accounting Standards Board Accounting Standards, Codification Topic 718, Compensation — Stock Compensation, or FASB ASC Topic 718. The assumptions made in the calculation of these amounts are included in Note 2 of the Notes to Consolidated Financial Statements included in our 2023 Annual Report. As of December 31, 2023, Dr. Rizzuto held options to purchase 103,616 shares of our common stock; Ms. Butitta and Mr. Jimenez each held options to purchase 83,744 shares of our common stock; Dr. Riva and Dr. Blackwell each held options to purchase 183,227 shares of our common stock; and Mr. Walbert and Ms. Quimi each held options to purchase 83,744 shares of our common stock. As of December 31, 2023, Ms. Butitta held unvested stock awards totaling 49,468 shares of restricted stock.

  23. DIRECTOR COMPENSATION TABLE

    | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  24. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our 2023 NEOs during the fiscal years ended December 31, 2023 and December 31, 2022:

  25. 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 ($) | | Brent Pfeiffenberger, Pharm.D., President and Chief Executive Officer (4) | 2023 | 49,716 | 200,000(5) | 2,339,779 | 621,167 | 24,349 | — | 3,235,011 | | | — | — | — | — | — | — | — | — | | Gregory Russotti, Ph.D., Chief Technology and Manufacturing Officer and former Interim President and Chief Executive Officer (6) | 2023 | 564,364 | — | — | 1,737,065 | 275,000 | 13,200 | 2,589,630 | | | — | — | — | — | — | — | — | — | | Osvaldo Flores, Ph.D. Former President and Chief Executive Officer (7) | 2023 | 176,008 | — | — | 4,188,293(8) | — | 634,093(10) | 4,978,394 | | | 2022 | 580,208 | — | — | 2,707,003 | 290,104 | — | 3,577,315 | | Michael Diem, M.D., former Chief Financial Officer(9) | 2023 | 490,398 | — | 703,002 | 836,627 | 182,612 | 13,200 | 2,225,839 | | | 2022 | 456,042 | — | — | 902,334 | 182,417 | 12,200 | 1,552,993 | | Adrienne Farid, Ph.D. Chief Operations Officer | 2023 | 490,365 | — | 203,000 | 836,627 | 166,724 | 13,200 | 1,709,916 | | | 2022 | 456,042 | — | — | 902,334 | 182,417 | 12,200 | 1,552,993 |

  26. SUMMARY COMPENSATION TABLE

    (1) Amounts shown in this column do not reflect dollar amounts actually received by our NEOs. Instead, these amounts reflect the aggregate grant date fair value of each stock option, determined in accordance with the provisions of FASB ASC Topic 718. The assumptions made in the calculation of these amounts are included in Note 2 of the Notes to the Consolidated Financial Statements included in our 2023 Annual Report. (2) Amounts shown for 2023 are cash incentive payments earned in respect of 2023 performance and paid in the first quarter of 2024. Amounts shown for 2022 are cash incentive payments earned in respect of 2022 performance and paid in the first quarter of 2023. (3) Unless otherwise noted, amounts represent 401(k) matching contributions. (4) Dr. Pfeiffenberger was appointed President and Chief Executive Officer in December 2023. (5) Represents a signing bonus Dr. Pfeiffenberger received in connection with the commencement of his employment with us. (6) Dr. Russotti served as interim President and Chief Executive Officer from April 2023 until December 2023. (7) Dr. Flores served as President and Chief Executive Officer until April 2023. (8) Amount includes $124,676, which represents the incremental fair value recognized upon the amendment of Dr. Flores’ outstanding stock options to extend the exercise period, as described in further detail below under “Employment Agreements — Osvaldo Flores, Ph.D.” (9) Dr. Diem served as Chief Financial Officer until February 2024. (10) Amount reported represents severance paid or accrued in 2023 in connection with Dr. Flores departure, as described in further detail below under “Employment Agreements — Osvaldo Flores, Ph.D.”

  27. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information regarding the number of shares of common stock underlying outstanding plan awards held by each of our NEOs as of December 31, 2023:

  28. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | NAME | GRANT DATE | OPTION AWARDS | | | | STOCK AWARDS | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | | Brent Pfeiffenberger, Pharm.D. | 12/4/2023(9) | | 62,111 | $1.61 | 12/4/2033 | 62,111 | $206,209 | | | 12/4/2023(9) | | 511,580 | $1.61 | 12/4/2033 | 511,580 | $1,698,446 | | | 12/4/2023(7) | | | | | 279,504 | $927,953 | | | 12/4/2023(8) | | | | | 1,173,775 | $3,896,933 | | Gregory Russotti, Ph.D., | 3/18/2020(14) | | — | $1.03 | 3/17/2030 | 7,731 | $25,667 | | | 4/16/2021(3) | 63,341 | 38,006 | $7.27 | 4/15/2031 | 38,006 | $126,180 | | | 1/25/2022(4) | 50,307 | 54,693 | $13.15 | 1/25/2032 | 54,693 | $181,581 | | | 2/2/2023(10) | — | 175,000 | $4.64 | 2/2/2033 | 175,000 | $581,000 | | | 2/2/2023(10) | — | 175,000 | $4.64 | 2/2/2033 | 175,000 | $581,000 | | | 4/12/2023(10) | — | 318,750 | $2.91 | 4/12/2033 | 318,750 | $1,058,250 | | Osvaldo Flores, Ph.D. | 10/1/2020(2) | 213,624 | — | $1.74 | 4/11/2026 | — | — | | | 4/16/2021(3) | 340,119 | — | $7.27 | 4/11/2026 | | | | | 1/25/2022(4) | 91,875 | — | $13.15 | 4/11/2026 | | | | Michael Diem, M.D. | 10/1/2020(5) | 222,024 | 69,580 | $1.74 | 9/30/2030 | 69,580 | $231,006 | | | 4/16/2021(3) | 79,487 | 47,693 | $7.27 | 4/15/2031 | 47,693 | $158,341 | | | 1/25/2022(4) | 50,307 | 54,693 | $13.15 | 1/25/2032 | 54,693 | $181,581 | | | 2/2/2023(10) | | 131,250 | $4.64 | 2/2/2033 | 131,250 | $435,750 | | | 2/2/2023(10) | | 131,250 | $4.64 | 2/2/2033 | 131,250 | $435,750 | | | 2/2/2023(11) | | | | | 21,875 | $72,625 | | | 2/2/2023(11) | | | | | 21,875 | $72,625 | | | 5/15/2023(12) | | | | | 75,529 | $250,756 |

  29. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | NAME | GRANT DATE | OPTION AWARDS | | | | STOCK AWARDS | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | | Adrienne Farid, Ph.D. | 7/18/2019(6) | 222,655 | | $1.03 | 7/17/2029 | | | | | 10/01/2020(13) | | | $1.75 | 09/30/2030 | 15,462 | $51,334 | | | 4/16/2021(3) | 129,780 | 77,869 | $7.27 | 4/15/2031 | 77,869 | $258,525 | | | 1/25/2022(4) | 50,307 | 54,693 | $13.15 | 1/25/2032 | 54,693 | $181,581 | | | 2/2/2023(10) | | 131,250 | $4.64 | 2/2/2033 | 131,250 | $435,750 | | | 2/2/2023(10) | | 131,250 | $4.64 | 2/2/2033 | 131,250 | $435,750 | | | 2/2/2023(11) | | | | | 21,875 | $72,625 | | | 2/2/2023(11) | | | | | 21,875 | $72,625 |

  30. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) The market value is based on the closing stock price of $3.32 on December 29, 2023 (the last trading date in the 2023 fiscal year). (2) This option vests 25% on the first anniversary of the grant date and the remaining 75% in 36 equal monthly installments thereafter, subject generally to the NEO’s continued employment with us. This option vested in full upon completion of our initial public offering. (3) This option vests 25% on June 22, 2022, with the remaining 75% vesting in 36 equal monthly installments, subject generally to the NEO’s continued employment with us. (4) This option vests 25% on January 25, 2023, with the remaining 75% vesting in 36 equal monthly installments, subject generally to the NEO’s continued employment with us. (5) This option vests 25% on September 16, 2021 and the remaining 75% in 36 equal monthly installments thereafter, subject generally to the NEO’s continued employment with us. On February 24, 2021, Dr. Diem utilized the early exercise feature of his stock option to purchase 79,488 restricted shares of common stock subject to the same vesting schedule as the original option, leaving 291,604 options outstanding under this option award. (6) This option vests 25% on March 1, 2020, with the remaining 75% vesting in 36 equal monthly installments, subject generally to the NEO’s continued employment with us. The unexercisable options are subject to an “early exercise” feature that permits exercise prior to vesting. Upon such an early exercise, the NEO will acquire restricted shares subject to the same vesting schedule as the original option. (7) This restricted stock unit vests 100% on December 4, 2024, subject generally to the NEO’s continued employment with us. (8) This restricted stock unit vests 25% on the first anniversary of the grant date and the remaining 75% in 12 equal quarterly installments every February 15, May 15, August 15, November 15 thereafter, subject generally to the NEO’s continued employment with us. (9) This option vests 25% on December 4, 2024 with the remaining 75% vesting in 36 equal monthly installments, subject generally to the NEO’s continued employment with us. (10) This option vests 25% on the first anniversary of the grant date and the remaining 75% in 36 equal monthly installments thereafter, subject generally to the NEO’s continued employment with us. (11) This restricted stock unit vests 25% on the first anniversary of the grant date and the remaining 75% in 12 equal quarterly installments thereafter, subject generally to the NEO’s continued employment with us. (12) This restricted stock unit vests 100% on November 1 2024, subject generally to the NEO’s continued employment with us. (13) This option vests 25% on October 1, 2021 and the remaining 75% in 36 equal monthly installments thereafter, subject generally to the NEO’s continued employment with us. On January 17, 2021, Dr. Farid utilized the early exercise feature of her stock option to purchase 74,218 restricted shares of common stock subject to the same vesting schedule as the original option, leaving 15,462 options outstanding under this option award. (14) This option vests 25% on January 1, 2021 and the remaining 75% in 36 equal monthly installments thereafter, subject generally to the NEO’s continued employment with us. On January 15, 2021, Dr. Russotti utilized the early exercise feature of her stock option to purchase all 371,092 shares subject to the option, subject to the same vesting schedule as the original option. As of December 31, 2023, 7,731 unvested shares of restricted stock remain outstanding.

  31. 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.

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

    PROPOSAL 1: ELECTION OF CLASS III DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2027 At the Annual Meeting, our stockholders will vote on the election of three Class III director nominees named in this Proxy Statement as directors, each to serve until our 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Our Board has unanimously nominated Kimberly Blackwell, M.D., Joseph Jimenez and Brent Pfeiffenberger, Pharm.D. 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.

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

    | OUR BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF KIMBERLY BLACKWELL, M.D., JOSEPH JIMENEZ AND BRENT PFEIFFENBERGER, PHARM.D. | ✓ |