DEF 14A of 908 Devices Inc., Apr 29, 2024

DEF 14A of 908 Devices Inc.

Filed Apr 29, 2024 · FY20230001104659-24-053544

Open on EDGAR

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

    PROPOSAL NO. 1 — ELECTION OF CLASS I DIRECTORS Our business affairs are managed under the direction of our board of directors. Our board of directors currently consists of eight (8) directors, seven (7) of whom qualify as “independent” under the listing standards of the Nasdaq Stock Market LLC, or Nasdaq. In accordance with the terms of our Sixth Amended and Restated Certificate of Incorporation, or certificate of incorporation, and by-laws, 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 currently divided as follows: • the Class I directors are Fenel M. Eloi and Jeffrey P. George, and their terms will expire at the Annual Meeting; • the Class II directors are Kevin J. Knopp, Ph.D., Tony J. Hunt and Mark Spoto, and their terms will expire at the annual meeting of stockholders to be held in 2025; and • the Class III directors are Keith L. Crandell, Marcia Eisenberg, Ph.D. and E. Kevin Hrusovsky, 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 board of directors has nominated Fenel M. Eloi and Jeffrey P. George for election as the Class I directors at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. Following the Annual Meeting, our board of directors will continue to include eight (8) members, and we will have a classified board of directors consisting of two classes with three (3) directors each, and one class with two (2) directors. As previously announced, the board of directors will continue to evaluate additional board candidates to further strengthen our board and add increased diversity. Our certificate of incorporation and by-laws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also 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 in 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.

  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 (5) years and their ages as of April 29, 2024.

  3. Nominees for Election as Class I Directors

    | Name | Positions and Offices held with 908 Devices | Director Since | Age | | Fenel M. Eloi | Director | 2021 | 66 | | Jeffrey P. George | Director | 2021 | 50 |

  4. Nominees for Election as Class I Directors

    Fenel M. Eloi has served as a member of our board of directors since February 2021. Mr. Eloi is a highly seasoned life science executive experienced in leading the transformation of small and mid-size companies to large operating global organizations. During his professional career, Mr. Eloi has scaled up operations, expanded businesses both organically and through strategic partnerships and completed a number of public and private financing transactions. He was most recently the Chief Financial Officer and then Chief Operating Officer of Cell Signaling Technology, Inc. from September 2005 to March 2018, a privately held life sciences company, where he oversaw significant growth of the business over a period of twelve (12) years and provided leadership in the transformation of the company to a global operation. Prior to that, he was the Chief Operating Officer and Chief Financial Officer of Interleukin Genetics, Inc., a formerly Nasdaq-listed diagnostic company, for five (5) years. Prior to Interleukin, he was Chief Financial Officer at LifeCell Corp and Genome Therapeutics Corp, both formerly Nasdaq-listed companies, for a combined period of twelve (12) years. Mr. Eloi currently serves on the board of directors and as a member of the Audit Committee of Standard BioTools Inc. (NASDAQ: LAB), a developer of proprietary mass cytometry and microfluidics technologies which enable biomedical research. He serves on the board of directors and as Chair of the Audit Committee of each of MitoTherapeutix, a privately held drug development biotech company, and Ultivue, Inc., a privately held life sciences company focused on spatial biology. Mr. Eloi also serves on the board of directors of each of Vaxess Technologies Inc., a privately held developer of novel technologies for improved efficacy and simplified access for vaccines and therapeutics, and VIC Technology Venture Development. He is a Managing Partner at P&M Capital Partners. Mr. Eloi previously served on the board of Cell Signaling Technology, Inc., a reagents company, and BioHelix Corporation, a diagnostics company. Mr. Eloi has an MBA from Anna Maria College and a B.A. in Business and Finance from Lee University. Our board of directors has concluded that Mr. Eloi possesses specific attributes that qualify him to serve as a member of our board of directors, including his financial and operational expertise and his extensive knowledge and experience as an executive scaling life science companies. Jeffrey P. George has served as a member of our board of directors since February 2021. Mr. George has over two decades of global healthcare and corporate leadership experience across North America, Europe, and emerging markets. Mr. George is the Managing Partner of Maytal Capital, a healthcare-focused venture and private equity firm he founded in January 2017, and a Senior Advisor at Revival Healthcare Capital since December 2018, a medical device-focused private equity firm. Between 2008 and 2016, Mr. George served on the Executive Committee of Novartis Group (NYSE: NVS), first as CEO and Division Head of Germany-based Sandoz, Novartis’s $10 billion revenue generic pharmaceutical and biosimilar subsidiary. He was then CEO and Division Head of Texas-based Alcon, Novartis’s ~$10 billion revenue ophthalmology subsidiary. Earlier in his career, Mr. George served as head of Emerging Markets at Novartis Pharmaceuticals, as Vice President and Head of Western & Eastern Europe for Novartis Vaccines, as a Senior Director of Strategic Planning & Business Development at Gap Inc. (NYSE: GPS), and as an Engagement Manager with McKinsey & Co. Mr. George is currently Chairman of the Board of Directors at Lykos Therapeutics, which has an FDA-designated breakthrough therapy for PTSD slated for potential approval in 2024, and LENZ Therapeutics (NASDAQ: LENZ), an innovative late clinical-stage biopharmaceutical company focused on presbyopia. He also serves on the board of directors at Amneal Pharmaceuticals (NASDAQ: AMRX), a leading specialty and generic pharmaceuticals company, as well as Dorian Therapeutics, a pre-clinical biotechnology company focused on cellular anti-senescence which was spun out of Stanford in 2018. He also serves on the board of directors for several non-profit organizations including the North Texas Food Bank. Mr. George previously served on the board of directors of Roam Analytics, an artificial intelligence healthcare software firm; Wishbone Medical, a pediatric orthopedic medical device company; and AdvaMed, the medical device industry association. Mr. George holds an MBA from Harvard Business School, a master’s degree from Johns Hopkins University’s School of Advanced International Studies, and a B.A. in international relations from Carleton College. Our board of directors has concluded that Mr. George possesses specific attributes that qualify him to serve as a member of our board of directors, including his commercial, operational and financial expertise, and his extensive knowledge and experience in healthcare and pharmaceutical companies in North America, Europe, and emerging markets. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if a nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. The nominees receiving the highest number of votes properly cast “FOR” election of each class of directors, or a “plurality” of the votes properly cast, will be elected as directors. Our board of directors recommends voting “FOR” the election of Fenel M. Eloi and Jeffrey P. George as the Class I directors, each to serve for a three-year term ending at the annual meeting of stockholders to be held in 2027.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our directors continuing in office and sets forth their principal occupation and business experience during the last five (5) years and their ages as of April 29, 2024.

  6. Directors Continuing in Office

    | Name | Positions and Offices held with 908 Devices | Director Since | Class and Year in Which Term Will Expire | Age | | Kevin J. Knopp, Ph.D. | President, Chief Executive Officer and Director | 2012 | Class II — 2025 | 51 | | Tony J. Hunt | Director | 2022 | Class II — 2025 | 60 | | Mark Spoto | Director | 2012 | Class II — 2025 | 55 | | Keith L. Crandell | Director | 2012 | Class III — 2026 | 64 | | Marcia Eisenberg, Ph.D. | Director | 2021 | Class III — 2026 | 65 | | E. Kevin Hrusovsky | Director | 2013 | Class III — 2026 | 63 |

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

    Class II Directors (Term Expires at 2025 Annual Meeting) Kevin J. Knopp, Ph.D. has been our President and Chief Executive Officer, and a member of our board of directors since February 2012. Prior to that, Dr. Knopp served as Vice President and Site Leader of the Portable Optical Analysis division of Thermo Fisher Scientific Inc. (NYSE: TMO) following the acquisition of Ahura Scientific, Inc., a company he co-founded in 2002 that commercialized handheld optical spectrometers for a range of applications in the pharmaceutical and security markets. Dr. Knopp earned a B.S. in Electrical Engineering from Boston University, and his M.S. and Ph.D. degrees from the University of Colorado at Boulder. Our board of directors has concluded that Dr. Knopp is qualified to serve as a director because of his operational and historical expertise gained from serving as our President and Chief Executive Officer, and his extensive professional and educational experience in the analytical tools and instrumentation industry. Tony J. Hunt has served as a member of our board of directors since March 2022. Mr. Hunt is President and CEO, and a member of the board of directors, of Repligen Corporation (NASDAQ: RGEN), a publicly traded bioprocessing-focused life sciences company. He joined Repligen in May 2014 as Chief Operating Officer, overseeing commercial and manufacturing operations, and was named to his current position in May 2015. Prior to Repligen, Mr. Hunt was President of Bioproduction at Life Technologies, a global life sciences company, which was acquired by Thermo Fisher Scientific in 2014. He joined Life Technologies in 2008, serving as General Manager of Bioproduction Chromatography and Pharma Analytics before being named President of Bioproduction in 2011. From 2000 to 2008, Mr. Hunt was with Applied Biosystems as Senior Director of Pharma Programs where he launched the pharmaceutical analytics business that in 2008 became a part of the bioproduction platform at Life Technologies. Mr. Hunt holds a B.S. in microbiology and an M.S. in biotechnology from University College in Galway, Ireland, and an MBA from Boston University School of Management. Our board of directors has concluded that Mr. Hunt is qualified to serve as a director because of his deep understanding of the bioprocessing market. Mark Spoto has served as a member of our board of directors since June 2012. Mr. Spoto is a Co-Founder and Managing Partner at Razor’s Edge Ventures, a multi-stage investment firm that invests in technology companies solving significant challenges in national security and high-growth commercial markets where he has been a partner since 2011. Prior to Razor’s Edge, Mr. Spoto was a partner at the national technology law firm of Cooley LLP. Mr. Spoto serves on the boards of directors of several private companies, including BlackVe, HawkEye 360 and X-Bow Systems. Mr. Spoto holds a B.S. in Aerospace Engineering from Boston University and a J.D. from Georgetown University Law Center. Our board of directors has concluded that Mr. Spoto possesses specific attributes that qualify him to serve as a member of our board of directors, including his financial and investment expertise and his significant legal, managerial and corporate governance expertise.

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

    Class III Directors (Term Expires at 2026 Annual Meeting) Keith L. Crandell has served as a member of our board of directors since June 2012. Since July 1994, Mr. Crandell has served as a managing director of ARCH Venture Partners, a venture capital firm focused on early-stage technology companies. He serves on the board of directors of Twist Bioscience (NASDAQ: TWST), a company focused on silicon-based DNA writing platform with genomic tools to classify viral samples and genome engineering tools to build vaccines. He is also a director of several private companies and serves on the Entrepreneurship Advisory Board at the Polsky Center for Entrepreneurship, the University of Chicago Booth School of Business, the University of Chicago Pritzker School of Molecular Engineering Advisory Council, and on the investment advisory board for the Partners Innovation Fund, a venture capital fund affiliated with Harvard Medical School Hospitals. Mr. Crandell has a B.S. degree in chemistry and mathematics from St. Lawrence University, an M.S. in chemistry from the University of Texas at Arlington, and an MBA from the University of Chicago. Our board of directors has concluded that Mr. Crandell possesses specific attributes that qualify him to serve as a member of our board of directors, including his financial expertise and his substantial experience as an investor in emerging companies. Marcia Eisenberg, Ph.D. has served as a member of our board of directors since June 2021. Since 2014, Dr. Eisenberg has served as Chief Scientific Officer of Labcorp Diagnostics. She served in a variety of other roles for Laboratory Corporation of America Holdings, Inc. (NYSE: LH), or Labcorp, and its affiliates starting in 1990. Dr. Eisenberg has extensive experience with forensic DNA testing, biotechnology, molecular genetics and molecular oncology. She has helped lead the development and validation of well over a thousand clinical assays used for patient care during her more than 30-year tenure at Labcorp, a global life sciences company. Dr. Eisenberg previously held roles on the National Institute of Environmental Health Sciences and the FBI’s National DNA Advisory Board, where she was later recognized for her contributions to the advancement of DNA technology. A molecular biologist by training, Dr. Eisenberg was a member of the team responsible for commercializing polymerase chain reaction (PCR) tests in the 1990s, making large-scale testing possible, and since the onset of the COVID-19 pandemic, she has led the effort at Labcorp and across the industry to use that same technology to make high-quality testing for COVID-19 broadly available. Dr. Eisenberg was recently recognized by the Healthcare Businesswomen’s Association as a 2021 Luminary. Beginning in August of 2023, Dr. Eisenberg also began serving as a member of the board of directors of Singular Genomics Systems, Inc. (NASDAQ: OMIC) based in San Diego, CA. Singular Genomics Systems, Inc. is a life science technology company that develops next-generation sequencing and multiomics technologies. Dr. Eisenberg received her B.S. degree in Biology and her B.A. in Psychology from SUNY Albany, her M.S. degree in Molecular Biology from SUNY Albany, and her Ph.D. in Molecular Biology from the University of Kentucky. Our board of directors has concluded that Dr. Eisenberg possesses specific attributes that qualify her to serve as a member of our board of directors, including her expertise in molecular biology and her knowledge of and extensive experience in the commercial scientific testing space. E. Kevin Hrusovsky has served as a member of our board of directors since September 2013 and Chairman of our board of directors since September 2020. Since April 2023, Mr. Hrusovsky has served as a venture partner of ARCH Venture Partners, a venture capital firm focused on early-stage technology companies. Since January 2014, Mr. Hrusovsky has been the Founder and Chairman of Powering Precision Health Foundation, a non-profit global think tank composed of the industry’s top medical, research and financial experts. From June 2014, Mr. Hrusovsky served as Executive Chairman and, from January 2015 to April 2022, as Chairman and Chief Executive Officer of Quanterix Corporation (NASDAQ: QTRX). Mr. Hrusovsky continued to serve as Executive Chairman of the Quanterix board of directors through August 2022. Prior to joining Quanterix, Mr. Hrusovsky served as Senior Vice President of PerkinElmer, Inc. (NYSE: PKI), a company that produces analytical instruments, genetic testing and diagnostic tools, medical imaging components, software, instruments and consumables for multiple end markets from February 2012 to May 2013 and served as President of the Life Sciences and Technology business unit of PerkinElmer, Inc. from November 2011 to May 2013. From May 2013 through September 2013, he served as a consultant to PerkinElmer, Inc. Previously, Mr. Hrusovsky served as Chief Executive Officer and President of Caliper Life Sciences, Inc., a life sciences company that developed and sold lab automation equipment, from July 2003 to November 2011 when it was acquired by PerkinElmer, Inc. Prior to that, he served as Chief Executive Officer and President of Zymark (later sold to Caliper Technologies Corp.), a company that provided laboratory automation, robotics, and liquid handling solutions, and Director of International Business, Agricultural Chemical Division, and President of the Pharmaceutical Division for FMC Corporation (NYSE: FMC), a chemical manufacturing company. He also held several management positions at E.I. DuPont de Nemours (NYSE: DD), a chemical manufacturing company. Mr. Hrusovsky has a B.S. in mechanical engineering from Ohio State University and an MBA from Ohio University. Our board of directors has concluded that Mr. Hrusovsky possesses specific attributes that qualify him to serve as a member of our board of directors, including his financial expertise, operational expertise and his substantial experience as a President and Chief Executive Officer. 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 above, 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 any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

  9. Director Compensation

    Director Compensation The table below presents the total compensation for each person who served as a non-employee director during fiscal year ended December 31, 2023. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2023. We reimburse members of our board of directors for reasonable travel expenses. Directors who also serve as employees receive no additional compensation for their service as directors. During fiscal year 2023, Dr. Knopp, our President and Chief Executive Officer, was a member of our board of directors, as well as an employee, and received no additional compensation for his services as a director. See the section titled “Executive Compensation” for more information about Dr. Knopp’s compensation for fiscal year 2023.

  10. Director Compensation

    | Name | Fees Earned or Paid In Cash ($)(1) | Stock Awards ($)(2) (3) (4) | Option Awards ($)(5) (6) (7) | All Other Compensation ($) | Total ($) | | Keith L. Crandell | 67,500 | 67,504 | 67,504 | — | 202,508 | | Marcia Eisenberg, Ph.D. | 50,000 | 67,504 | 67,504 | — | 185,008 | | Fenel M. Eloi | 60,000 | 67,504 | 67,504 | — | 195,008 | | Jeffrey P. George | 60,000 | 67,504 | 67,504 | — | 195,008 | | E. Kevin Hrusovsky | 87,500 | 67,504 | 67,504 | — | 222,508 | | Tony J. Hunt | 40,000 | 67,504 | 67,504 | — | 175,008 | | Mark Spoto | 65,000 | 67,504 | 67,504 | — | 200,008 |

  11. Director Compensation

    (1) Amounts represent cash compensation earned during fiscal 2023 for services rendered by each member of the board of directors in accordance with the Non-Employee Director Compensation Policy. (2) Amounts shown reflect the grant date fair value of restricted stock units, or RSUs, granted during fiscal 2023. The grant date fair value was computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 13 to the financial statements in our 2023 Annual Report on Form 10-K filed with the SEC on March 8, 2024 regarding assumptions we made in determining the fair value of RSUs. Each RSU represents a contingent right to receive one share of our common stock, when vested, and the amounts reported above do not represent the ultimate value that may be realized by each director upon settlement of the RSUs or the subsequent sale of such shares. (3) During fiscal 2023, the following RSUs were granted to non-employee directors: 7,777 RSUs to each of Dr. Eisenberg and Messrs. Crandell, Eloi, George, Hrusovsky, Hunt and Spoto on June 15, 2023, each in accordance with the Non-Employee Director Compensation Policy. (4) As of December 31, 2023, non-employee directors held the following outstanding RSUs: (i) Mr. Crandell held 7,777 RSUs; (ii) Dr. Eisenberg held 8,459 RSUs; (iii) Mr. Eloi held 8,285 RSUs; (iv) Mr. George held 8,285 RSUs; (v) Mr. Hrusovsky held 7,777 RSUs; (vi) Mr. Hunt held 11,892 RSUs; and (vii) Mr. Spoto held 7,777 RSUs. (5) Amounts shown reflect the grant date fair value of option awards granted during fiscal 2023. The grant date fair value was computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 13 to the financial statements in our 2023 Annual Report on Form 10-K filed with the SEC on March 8, 2024 regarding assumptions we made in determining the fair value of option awards. Each option represents a contingent right to purchase shares of our common stock, when vested, and the amounts reported above do not represent the ultimate value that may be realized by each director upon exercise of the option or the subsequent sale of such shares. (6) During fiscal 2023, the following options were granted to non-employee directors: an option to purchase 12,076 shares to each of Dr. Eisenberg and Messrs. Crandell, Eloi, George, Hrusovsky, Hunt and Spoto on June 15, 2023, each in accordance with the Non-Employee Director Compensation Policy. As of December 31, 2023, non-employee directors held the following outstanding options: (i) Mr. Crandell held options to purchase 36,911 shares; (ii) Dr. Eisenberg held options to purchase 23,557 shares; (iii) Mr. Eloi held options to purchase 25,063 shares; (iv) Mr. George held options to purchase 25,063 shares; (v) Mr. Hrusovsky held options to purchase 194,586 shares; (vi) Mr. Hunt held options to purchase 30,408 shares; and (viii) Mr. Spoto held options to purchase 36,911 shares.

  12. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors adopted a formal Non-Employee Director Compensation Policy, which was last amended in March 2022. The policy is designed to ensure that the compensation of non-employee directors aligns the directors’ interests with the long-term interests of the stockholders, that the structure of the compensation is simple, transparent and easy for stockholders to understand and that our directors are fairly compensated. This policy is also intended to provide a total compensation package that enables us to attract and retain, on a long-term basis, high-caliber individuals to serve as directors. Employee directors do not receive additional compensation for their services as directors. Under the policy, 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 the board, and the chair of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. The fees paid to non-employee directors during fiscal 2023 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:

  13. Non-Employee Director Compensation Policy

    | | Member Annual Retainer ($) | Chair Annual Retainer ($) | | Board of Directors | 40,000 | 40,000* | | Audit Committee | 10,000 | 20,000 | | Compensation Committee | 10,000 | 20,000 | | Nominating and Corporate Governance Committee | 7,500 | 15,000 |

  14. Non-Employee Director Compensation Policy

    * The annual fee for service as Chair of the board of directors is in addition to the annual fee for service on the board of directors, while the other chair fees are in lieu of the member fee. Under the Non-Employee Director Compensation Policy in effect during fiscal 2023, upon initial election or appointment to the board of directors, new non-employee directors received an initial, one-time equity award representing $200,000 of value on the grant date, with fifty percent (50%) of the value allocated to RSUs and fifty percent (50%) of the value allocated to a non-qualified stock option award, or NQSO. The number of RSUs issued was calculated by dividing $100,000 by the closing market price on the Nasdaq Global Market of a share of the Company’s common stock on the effective date of grant, and rounding up to the next whole number of shares. The number of shares subject to each NQSO granted was calculated by dividing $100,000 by the fair value calculated under FASB ASC Topic 718 (i.e., Black-Scholes Value) of an option to purchase a share of the Company’s common stock on the effective date of grant, and rounding up to the next whole number of shares. The NQSOs subject to the initial award expire ten (10) years from the date of grant and the exercise price per share of such NQSOs is the closing market price on the Nasdaq Global Market of a share of the Company’s common stock on the effective date of grant. The RSUs vest annually over three (3) years from the director commencement date, with pro rata vesting upon termination of service for any reason, and the NQSOs vest monthly over three (3) years from the director commencement date. Under the Non-Employee Director Compensation Policy in effect during fiscal 2023, on or about the date of each annual meeting of stockholders, each continuing non-employee director, other than a director who joined the board of directors and received an initial award within ninety (90) days of such annual meeting, received an annual equity award representing $135,000 of value on the grant date, with fifty percent (50%) of the value allocated to RSUs, and fifty percent (50%) of the value allocated to a NQSO. The number of RSUs issued was calculated by dividing $67,500 by the closing market price on the Nasdaq Global Market of a share of the Company’s common stock on the effective date of grant, and rounding up to the next whole number of shares. The number of shares subject to each NQSO granted was calculated by dividing $67,500 by the fair value calculated under FASB ASC Topic 718 (i.e., Black-Scholes Value) of an option to purchase a share of the Company’s common stock on the effective date of grant, and rounding up to the next whole number of shares. The NQSOs subject to the annual award expire ten (10) years from the date of grant and the exercise price per share of such NQSOs is the closing market price on the Nasdaq Global Market of a share of the Company’s common stock on the effective date of grant. The RSUs vest in full at the one (1) year anniversary of the annual meeting, or the day prior to the next annual meeting, whichever is first to occur, with pro rata vesting upon termination of service for any reason, and the NQSOs vest monthly over one (1) year from the date of the annual meeting.

  15. 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.

  16. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Kevin J. Knopp, Ph.D. President and Chief Executive Officer | 2023 | 475,000 | — | 689,639 | — | 282,625 | 3,500 | 1,450,764 | | | 2022 | 476,635 | — | 750,017 | 750,033 | 308,750 | 3,500 | 2,288,935 | | Joseph H. Griffith IV Chief Financial Officer and Treasurer | 2023 | 361,786 | — | 364,008 | 364,008 | 126,602 | 3,500 | 1,219,904 | | | 2022 | 341,038 | — | 340,014 | 340,020 | 124,440 | 3,500 | 1,149,012 | | Michael S. Turner(5) Chief Legal and Administrative Officer | 2023 | 345,346 | — | 350,004 | 350,004 | 121,800 | 3,500 | 1,170,654 |

  17. 2023 Summary Compensation Table

    (1) The amounts shown reflect the grant date fair value of RSUs, and performance-based RSUs, or PSUs, granted during the fiscal year indicated. The grant date fair value was computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation, disregarding the effect of estimated forfeitures related to service-based vesting. The value of the PSUs was determined using a Monte Carlo valuation. See Note 13 to the financial statements in our 2023 Annual Report on Form 10-K filed with the SEC on March 8, 2024 regarding assumptions we made in determining the fair value of RSUs and PSUs granted in 2023. The amounts reported above do not represent the ultimate value that may be realized by each named executive officer upon the settlement of the RSUs or PSUs on the subsequent sale of such shares. (2) The amounts shown reflect the grant date fair value of option awards granted during the fiscal year indicated. The grant date fair value was computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. See Note 13 to the financial statements in our 2023 Annual Report on Form 10-K filed with the SEC on March 8, 2024 regarding assumptions we made in determining the fair value of option awards granted in 2023. The amounts reported above do not represent the ultimate value that may be realized by each named executive officer upon exercise of the option or the subsequent sale of such shares. The amounts shown represent cash bonuses earned under our annual performance-based bonus plan for the year ended December 31, 2022 and paid in 2023, and the year ended December 31, 2023 and paid in 2024. For more information on these bonuses, see the descriptions under “— Annual Performance Bonuses” below. The amounts reported represent 401(k) employer matching contributions. (5) Mr. Turner was not a named executive officer in 2022 and therefore, only compensation information for the year ended December 31, 2023 is included in this table.

  18. Outstanding Equity Awards at 2023 Fiscal Year End Table

    Outstanding Equity Awards at 2023 Fiscal Year End Table The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

  19. Outstanding Equity Awards at 2023 Fiscal Year End Table

    | | | Option Awards(1) | | | | Stock Awards(2) (3) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Kevin J. Knopp, Ph.D. | 6/22/2017 | 94,418 | — | 1.75 | 1/1/2027 | — | — | — | — | | | 1/21/2019 | 110,626 | — | 1.58 | 1/21/2029 | — | — | — | — | | | 9/21/2020 | 99,871 | 23,047(4) | 3.24 | 9/21/2030 | — | — | — | — | | | 3/1/2022 | 34,273 | 40,503(5) | 16.66 | 3/1/2032 | — | — | — | — | | | 3/1/2022 | — | — | — | — | 33,764(6) | 378,832 | — | — | | | 3/1/2023 | — | — | — | — | 53,794(7) | 603,569 | — | — | | | 3/1/2023 | — | — | — | — | — | — | 26,897(8) | 301,785 | | Joseph H. Griffith IV | 1/21/2019 | 13,437 | — | 1.58 | 1/20/2029 | — | — | — | — | | | 9/14/2020 | 54,932 | 12,672(4) | 3.24 | 9/14/2030 | — | — | — | — | | | 3/1/2022 | 15,537 | 18,362(5) | 16.66 | 3/1/2032 | — | — | — | — | | | 3/1/2022 | — | — | — | — | 15,307(6) | 171,745 | — | — | | | 3/1/2023 | — | 62,543(9) | 8.83 | 2/28/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 41,224(7) | 462,533 | — | — | | Michael S. Turner | 11/2/2020 | 47,902 | 28,167(10) | 7.91 | 11/3/2030 | — | — | — | — | | | 3/1/2022 | 13,480 | 15,932(5) | 16.66 | 3/1/2032 | — | — | — | — | | | 3/1/2022 | — | — | — | — | 13,281(6) | 149,013 | — | — | | | 3/1/2023 | — | 60,138(9) | 8.83 | 2/28/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 39,638(7) | 444,738 | — | — |

  20. Outstanding Equity Awards at 2023 Fiscal Year End Table

    (1) Each of the outstanding option awards in the table above granted prior to December 2020 was granted pursuant to our 2012 Stock Option and Grant Plan, as amended, or 2012 Plan. Each of the outstanding option awards in the table above granted after December 2020 was granted pursuant to our 2020 Stock Option and Incentive Plan, or 2020 Plan. Each of the outstanding RSUs and PSUs in the table above was granted pursuant to our 2020 Plan. The market value of the stock awards is determined by multiplying the number of RSUs or PSUs by $11.22, the closing price of our common stock on the Nasdaq Global Market on December 29, 2023, the last trading day of our last fiscal year. (4) The shares underlying this option vest, as follows: 1/48th of the shares on each monthly anniversary of September 11, 2020, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (5) The shares underlying this option vest, as follows: 1/4th of the shares on February 1, 2023, and 1/48th of the shares on each monthly anniversary of February 1, 2023, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (6) Represents RSUs that vest in equal annual installments over four (4) years from February 1, 2022, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (7) Represents RSUs that vest in equal annual installments over four (4) years from February 1, 2023, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (8) Represents PSUs that vest upon the achievement of the next highest performance measure, if at all, on February 1, 2026, based upon the achievement of pre-determined stock price performance metrics based upon the volume weighted average share price for the Company’s common stock during the fourth quarter of 2025, subject to Dr. Knopp’s continued service to the Company through the applicable vesting date. (9) The shares underlying this option vest, as follows: 1/4th of the shares on February 1, 2024, and 1/48th of the shares on each monthly anniversary of February 1, 2024, subject to the applicable holder’s continued service to our Company through the applicable vesting date. (10) Represents an option to purchase shares of our common stock granted on November 3, 2020. The shares underlying this option vest, as follows: 1/48th of the shares on each monthly anniversary of November 2, 2020, subject to the applicable holder’s continued service to our company through the applicable vesting date.