DEF 14A of Scholar Rock Holding Corp, Apr 29, 2024

DEF 14A of Scholar Rock Holding Corp

Filed Apr 29, 2024 · FY20230001104659-24-053978

Open on EDGAR

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

    PROPOSAL NO. 1 — ELECTION OF CLASS III DIRECTORS Our Board of Directors currently consists of eleven members. In accordance with the terms of our certificate of incorporation and bylaws, our Board of Directors is divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: • the Class I directors are Srinivas Akkaraju, M.D., Ph.D., Jay Backstrom, M.D., M. P.H. and Joshua Reed, and their terms will expire at the Annual Meeting of stockholders to be held in 2025; • the Class II directors are David Hallal (Chair), Kristina Burow, Michael Gilman, Ph.D., and Katie Peng and their terms will expire at the Annual Meeting of stockholders to be held in 2026; and • the Class III directors are Richard Brudnick, Jeffrey S. Flier, M.D., Amir Nashat, Sc.D., and Akshay Vaishnaw, M.D., Ph.D., and their terms will expire at the Annual Meeting to be held this year. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the Annual Meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be 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. Our Board of Directors has nominated Richard Brudnick, Jeffrey S. Flier, M.D., and Akshay Vaishnaw, M.D., Ph.D. for election as the Class III directors at the Annual Meeting. The nominees are presently directors, and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors. Mr. Nashat will not stand for re-election when his current term expires at the Annual Meeting. As a result, Mr. Nashat’s service as a director will end on the date of the Annual Meeting.

  2. Nominees for Election as Class III Directors

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

  3. Nominees for Election as Class III Directors

    | Name | Positions and Offices Held with Scholar Rock | Director Since | Age | | Richard Brudnick | Director | 2023 | 67 | | Jeffrey S. Flier, M.D. | Director | 2016 | 76 | | Akshay Vaishnaw, M.D.,Ph.D. | Director | 2019 | 61 |

  4. Nominees for Election as Class III Directors

    Richard H. Brudnick has served as a director since April 2023. Mr. Brudnick joined Prime Medicine, Inc. in July 2022, and currently serves as Chief Business Officer. Prior to joining Prime Medicine from June 2018 to June 2022, Mr. Brudnick was Chief Business Officer and Head of Strategy for Codiak BioSciences, Inc. From May 2016 to March 2018, Mr. Brudnick was Executive Vice President of Business Development and Alliance Management at Bioverativ, Inc., and Mr. Brudnick served as Biogen’s Senior Vice President of Corporate Development from August 2014 until May 2016. Mr. Brudnick joined Biogen in 2001 and held senior positions in the areas of Portfolio Strategy & Business Development and Corporate Development. Before joining Biogen, Inc., Mr. Brudnick was the Chief Executive Officer of a regional pharmaceutical distributor and a strategy consultant at Bain & Company. Mr. Brudnick is a member of the Board of Directors for InflaRx N.V. Mr. Brudnick previously served as a director of Volition RX Limited. Mr. Brudnick received a B.S. and M.S. in Management Science from the Massachusetts Institute of Technology. Our Board of Directors believes that Mr. Brudnick’s biotechnology leadership experience qualifies him to serve on our Board of Directors. Jeffrey S. Flier, M.D. has served as a director since October 2016. Since August 2016, Dr. Flier has served as the Higginson Professor of Physiology and Medicine and Harvard University Distinguished Service Professor, and from 2007 to August 2016 served as the twenty-first Dean of the Faculty of Medicine at Harvard University. Previously, from 2002 to 2007, Dr. Flier served as Chief Academic Officer of Beth Israel Deaconess Medical Center and served as Harvard Medical School Faculty Dean for Academic Programs. An elected member of the National Academy of Medicine and a fellow of the American Academy of Arts and Sciences, his many honors include the Eli Lilly Award of the American Diabetes Association, and the Berson Lecture of the American Physiological Society. He was the recipient of the 2005 Banting Medal from the American Diabetes Association, its highest scientific honor. Dr. Flier received his B.S. from City College of New York and his M.D. from Mount Sinai School of Medicine with highest academic honors, and he completed his residency training at Mount Sinai School of Medicine. Our Board of Directors believes that Dr. Flier’s extensive medical and scientific experience and his leadership skills qualify him to serve on our Board of Directors. Akshay Vaishnaw, M.D., Ph.D. has served as a director since May 2019. Since September 2023, Dr. Vaishnaw has served as Chief Innovation Officer at Alnylam Pharmaceuticals, Inc. From January 2022 to September 2023, Dr. Vaishnaw served as President of Alnylam and from March 2018 to January 2022, he served as President R&D. Dr. Vaishnaw has also served in various other roles of increasing responsibility at Alnylam since joining in 2006. Prior to 2006, Dr. Vaishnaw was Senior Director, Translational Medicine at Biogen Inc. Dr. Vaishnaw is a member of the Board of Directors for Editas Medicine Inc. He received his M.D. from the University of Wales College of Medicine, U.K., and his Ph.D. from the University of London, U.K., in molecular immunology. He is a Fellow of the Royal College of Physicians, U.K. Our Board of Directors believes that Dr. Vaishnaw’s extensive medical, drug development and business experience, combined with his leadership skills, qualify him to serve on our Board of Directors.

  5. Directors Not Standing for Election or Re-Election

    Directors Not Standing for Election or Re-Election The following table and paragraphs identify our directors who are not standing for election or re-election at this year’s Annual Meeting, and sets forth their principal occupation and business experience during the last five years and their ages as of April 29, 2024.

  6. Directors Not Standing for Election or Re-Election

    | Name | Positions and Offices Held with Scholar Rock | Director Since | Class and Year in Which Term Will Expire | Age | | Srinivas Akkaraju, M.D., Ph.D. | Director | 2022 | Class I — 2025 | 56 | | Jay Backstrom, M.D., M.P.H. | Director | 2022 | Class I — 2025 | 70 | | Joshua Reed | Director | 2021 | Class I — 2025 | 51 | | David Hallal | Director | 2017 | Class II — 2026 | 57 | | Kristina Burow | Director | 2014 | Class II — 2026 | 50 | | Michael Gilman, Ph.D. | Director | 2013 | Class II — 2026 | 69 | | Katie Peng | Director | 2024 | Class II — 2026 | 54 | | Amir Nashat, Sc.D.(1) | Director | 2012 | Class III — 2024 | 51 |

  7. Directors Not Standing for Election or Re-Election

    Mr. Nashat will not stand for re-election when his current term expires at the Annual Meeting.

  8. Class I Directors

    Class I Directors Srinivas Akkaraju, M.D., Ph.D. has served as a director since July 2022. Dr. Akkaraju is a Founder and Managing General Partner at Samsara BioCapital. Previously, from April 2013 to February 2016, he served as a General Partner of Sofinnova Ventures. From January 2009 until April 2013, he served as Managing Director of New Leaf Venture Partners. He also previously served as a Managing Director at Panorama Capital, LLC, a private equity firm. Prior to co-founding Panorama Capital, he was with J.P. Morgan Partners, which he joined in 2001 and of which he became a Partner in 2005. From October 1998 to April 2001, he was in Business and Corporate Development at Genentech, Inc. (now a wholly owned member of The Roche Group), a biotechnology company, most recently as Senior Manager. Dr. Akkaraju is a member of the Board of Directors for Mineralys Therapeutics, vTv Thereapeutics, Inc., and Syros Pharmaceuticals, Inc. Dr. Akkaraju previously served as director of Chinook Therapeutics, Inc., Intercept Pharmaceuticals, Inc., Jiya Acquisition Corp., Seattle Genetics, Inc. (now, Seagen Inc.), Aravive, Inc., Mineralys Therapeutics, Inc., and Principia Biopharma, Inc. Dr. Akkaraju was a graduate student at Stanford University, where he received his M.D. and a Ph.D. in Immunology from Stanford University. He received his undergraduate degrees in Biochemistry and Computer Science from Rice University. Our Board of Directors believes that Dr. Akkaraju’s biotechnology investment experience qualifies him to serve on our Board of Directors. Jay Backstrom, M.D., M.P.H. has served as a director and our President and Chief Executive Officer since September 2022. Prior to joining Scholar Rock, from December 2019 to December 2021, Dr. Backstrom served as Executive Vice President, Research and Development at Acceleron Pharma, which was acquired by Merck in 2021. Dr. Backstrom previously served as Chief Medical Officer of Celgene Corporation from April 2016 to December 2019, having served in other roles at Celgene from March 2008 to March 2016. From 2002 to 2008 Dr. Backstrom worked at Pharmion Corporation, serving first as the Head of North American Medical Affairs and Safety and later as Vice President, Global Medical and Safety. Prior to Pharmion, Dr. Backstrom also held roles at Quintiles Corporation, Hoechst Marion Roussel, Inc. and Marion Merrell Dow, Inc. Dr. Backstrom is a member of the Board of Directors for Lava Therapeutics N.V., and Be BioPharma, Inc. Dr. Backstrom previously served as a director of Disc Medicine, Inc. and Autolus Therapeutics PLC. Dr. Backstrom earned his M.D. from Temple University School of Medicine, and holds an M.P.H. From St. Louis University School of Public Health. Our Board of Directors believes that Dr. Backstrom’s extensive scientific experience and his leadership skills qualify him to serve on our Board of Directors. Joshua Reed has served as a director since March 2021. Mr. Reed is currently Chief Financial Officer of Omega Therapeutics, a role he has served in since May 2022. From July 2018 until May 2022, Mr. Reed served as Chief Financial Officer of Aldeyra Therapeutics, where he was responsible for finance, business development, investor relations, compliance, human resources, and information technology. Prior to joining Aldeyra, from June 2016 to July 2018, Mr. Reed served as Vice President and Head of Finance for Bristol- Myers Squibb’s (BMS) United States and Puerto Rico operations, a $12 billion business unit. Prior to that, Mr. Reed held roles of increasing responsibility at BMS, including positions in financial planning and analysis, supply chain finance, operations finance, and mergers and acquisitions. Prior to that, Mr. Reed was the Vice President, Strategic Business Development at JPMorgan Chase, and held investment banking positions at Credit Suisse First Boston, where he focused on mergers and acquisitions. Mr. Reed received a B.S. in Finance from Rutgers University and an M.B.A. with concentrations in Finance and Corporate Strategy from the University of Michigan’s Ross School of Business. Our Board of Directors believes that Mr. Reed’s years of pharmaceutical industry, financial operations, strategy, and investment banking experience qualifies him to serve on our Board of Directors.

  9. Class II Directors

    Class II Directors David Hallal has served as the Chairman of our Board of Directors since July 2017. He also serves as the Chairman of the Board of Directors of iTeos Therapeutics SA and as a member of the Board of Directors of Seer Biosciences, Inc. Since December 2017, Mr. Hallal has served as Chairman and Chief Executive Officer of ElevateBio, LLC. From September 2018 until May 2021, Mr. Hallal served as Chairman and Chief Executive Officer of AlloVir, Inc. and since May 2021, serves as its Executive Chairman. Prior to that, from June 2006 to December 2016, Mr. Hallal served in executive roles of increasing responsibility at Alexion Pharmaceuticals, Inc., most recently serving as Chief Executive Officer and a board member. Prior to his role as CEO, Mr. Hallal served Alexion as COO and a board member as well as Chief Commercial Officer and Head of Commercial Operations. Prior to Alexion from 2004 to 2006, Mr. Hallal served as Vice President of Sales for OSI Eyetech, Inc. From 2002 to 2004, Mr. Hallal served as Head of Sales at Biogen Inc. From 1992 to 2002, Mr. Hallal held various leadership roles at Amgen Inc. From 1988 to 1992, Mr. Hallal began his pharmaceutical career at The Upjohn Company as a sales representative. Mr. Hallal holds a B.A. in psychology from the University of New Hampshire. Our Board of Directors believes that Mr. Hallal’s experience as an executive at numerous pharmaceutical companies qualifies him to serve as our Chairman of the Board of Directors. Kristina Burow has served as a director since August 2014. Ms. Burow is a Managing Director with ARCH Venture Partners and is focused on the creation and development of biotechnology, pharmaceutical and health tech companies. Since joining ARCH in 2002, Ms. Burow has risen from Associate to Managing Director and has played a significant role in the growth of ARCH’s life science portfolio, including multiple public companies exceeding billion dollar valuations. Ms. Burow is a board member of BEAM Therapeutics Inc., Orbital Therapeutics, Inc., Neumora Therapeutics, Inc., Metsara Therapeutics, Boundless Bio, Inc., Autobahn Therapeutics, Inc., ROME Therapeutics, Inc., Asteroid Therapeutics, Inc., Pretzel Therapeutics, Inc., Mirador Therapeutics, and TreeLine Biosciences, Inc. She previously was a co-founder and board member of Receptos, Inc. (acquired by Celgene) and also previously served as a director of Vir Biotechnology, Unity Biotechnology, Inc., Gossamer Bio, Inc. and Sienna Biopharmaceuticals, Inc. Ms. Burow has participated in and led investments in a number of other ARCH portfolio companies including Erasca, Inc., Dewpoint Therapeutics, Inc., Mindstrong Health, Aledade, Inc., Kura Oncology, Inc., KYTHERA Biopharmaceuticals Inc. (acquired by Allergan), and Ikaria, Inc. (acquired by Mallinckrodt Pharmaceuticals). Prior to joining ARCH, Ms. Burow was an Associate with the Novartis BioVenture Fund in San Diego. As an early employee at the Genomics Institute of the Novartis Research Foundation (GNF), she directed Chemistry Operations and was active in Business Development where she helped create numerous companies as spin-outs from GNF. Ms. Burow holds a M.B.A. from the University of Chicago, a M.A. in Chemistry from Columbia University and a B.S. in Chemistry from the University of California, Berkeley. Our Board of Directors believes that Ms. Burow’s extensive experience investing in biopharmaceutical and biotechnology companies and her experience on Boards of Directors in the medical industry qualifies her to serve on our Board of Directors. Michael Gilman, Ph.D. has served as a director since November 2013. Mr. Gilman is currently Chief Executive Officer for Arrakis Therapeutics, Inc., a role he has served in since 2016. From October 2016 to April 2019, Mr. Gilman was Chief Executive Officer for Obsidian Therapeutics, Inc. Previously, from 2014 to 2016, Mr. Gilman was Founder and Chief Executive Officer of Padlock Therapeutics, Inc. Prior to Padlock, Mr. Gilman served as Senior Vice President, Early-Stage Pipeline, at Biogen Idec Inc. from 2012 to 2013. He joined Biogen Idec Inc. in 2012 following its acquisition of Stromedix, Inc., where he was Founder and Chief Executive Officer. Prior to founding Stromedix in 2006, from 1999 to 2005, Mr. Gilman served in a variety of capacities, most recently as Executive Vice President, Research at Biogen Idec. From 1994 to 1999, Mr. Gilman was at ARIAD Pharmaceuticals, Inc., where he was Executive Vice President and Chief Scientific Officer. From 1986 to 1994, Mr. Gilman was on the scientific staff of Cold Spring Harbor Laboratory in New York. Mr. Gilman is a member of the Board of Directors for Arrakis Therapeutics, Inc., and Novartis Venture Fund, and on the Scientific Advisory Board of FutuRx, an Israeli biotech accelerator. Mr. Gilman was a postdoctoral fellow with Dr. Robert Weinberg at the Whitehead Institute. He holds a Ph.D. in Biochemistry from University of California, Berkeley, and a S.B. in Life Sciences from Massachusetts Institute of Technology. Our Board of Directors believes that Mr. Gilman’s extensive experience in the pharmaceuticals industry qualifies him to serve on our Board of Directors. Katie Peng has served as a director since February 2024. Ms. Peng is currently Chief Commercial Officer of Denali Therapeutics, a role she has served in since September 2021. From November 2019 to September 2021, Ms. Peng served as Senior Vice President, OMNI Business Unit Head of Genentech, Inc, where she was responsible for the neurology, ophthalmology, immunology, respiratory and rare disease portfolio and from April 2017 to October 2019 she served as Senior Vice President, IMPACT Business Unit Head. From March 2015 to March 2017, she served as General Manager for Roche Products Ltd., Taiwan and from March 2012 to March 2015 she served as General Manager for Roche Singapore Pte. Ltd., Singapore, leading commercial and medical teams in two countries. Ms. Peng is a member of the Board of Directors for Adicet Bio, Inc. Ms. Peng received a B.A. in Biology from the University of California, Berkeley and an M.B.A. with concentrations in Marketing and Finance from the Kelley School of Business, Indiana University. Our Board of Directors believes that Ms. Peng’s experience as an executive at pharmaceutical companies launching commercial drugs globally qualifies her to serve on our Board of Directors.

  10. Class III Directors

    Class III Directors Amir Nashat, Sc.D. has served as a director since October 2012. Mr. Nashat will not stand for reelection as a Class III director at the Annual Meeting. Mr. Nashat is a managing partner at Polaris Partners, a venture capital firm, where he has worked since 2002. Mr. Nashat currently represents Polaris as a director of Agbiome, Inc., Matter Neuroscience, Inc. (formerly, Brain Games Corporation), CAMP4 Therapeutics, Inc., Dewpoint Therapeutics, Inc., Kojin Therapeutics, Inc., Morphic Holding, Inc., Paratus Sciences Corporations, Primmune Therapeutics, Inc., Pursuit Talent, Inc., and Soufflé Therapeutics, Inc., and Mr. Nashat is currently serving as Soufflé’s initial Chief Executive Officer. Mr. Nashat previously served as a director of Metacrine, Inc., Satellite Biosciences, Inc., Fate Therapeutics, Inc., Syros Pharmaceuticals, Inc., and Selecta Biosciences, Inc. (now, Cartesian Therapeutics, Inc.). Outside of Polaris, he serves on the BIO Emerging Companies Section Governing Board, the nonprofit Institute for Protein Innovation Board, the Living Proof Advisory Board, the Partners Healthcare Innovation Fund Board, the Investment Advisory Committee for The Engine at MIT, and helped launch the MIT Sandbox Innovation Fund as its active president. Mr. Nashat received a M.S. and B.S. in materials science and mechanical engineering from the University of California, Berkeley, and a Sc.D. as a Hertz Fellow in Chemical Engineering at the Massachusetts Institute of Technology with a minor in Biology under Dr. Robert Langer. Our Board of Directors believes that Mr. Nashat’s biotechnology investment experience qualifies him to serve on our Board of Directors. 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 our subsidiaries.

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below shows all compensation paid to our non-employee directors during 2023.

  12. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2)(3) | Total ($) | | David Hallal | 171,000 | 245,704 | 416,704 | | Srinivas Akkaraju, M.D., Ph.D. | 45,522(4) | 245,704 | 291,226 | | Richard Brudnick | 36,813 | 331,151(5) | 367,964 | | Kristina Burow | 54,637 | 245,704 | 300,341 | | Jeffrey S. Flier, M.D. | 60,000 | 245,704 | 305,704 | | Michael Gilman, Ph.D. | 53,500 | 245,704 | 299,204 | | Amir Nashat, Sc.D. | 50,000(6) | 245,704 | 295,704 | | Joshua Reed | 60,000 | 245,704 | 305,704 | | Akshay Vaishnaw, M.D., Ph.D. | 52,500 | 245,704 | 298,204 |

  13. DIRECTOR COMPENSATION

    (1) Amounts reported represent cash retainer payments made pursuant to our Non-Employee Director Compensation Policy for services performed during the period from January 1, 2023 through December 31, 2023. (2) Amounts reported reflect the aggregate grant date fair value of option awards granted during 2023 calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation — Stock Compensation. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 10 to our financial statements for the year ended December 31, 2023. These amounts do not correspond to the actual value that may be recognized by the named director upon vesting or exercise of such awards. (3) As of December 31, 2023, each director held options to purchase shares of the Company’s common stock as follows:

  14. DIRECTOR COMPENSATION

    | Name | Number of Shares Underlying Options | | David Hallal | 247,198 | | Srinivas Akkaraju, M.D., Ph.D. | 92,000 | | Richard Brudnick | 56,000 | | Kristina Burow | 115,274 | | Jeffrey S. Flier, M.D. | 120,089 | | Michael Gilman, Ph.D. | 130,588 | | Amir Nashat, Sc.D. | 115,274 | | Joshua Reed | 79,600 | | Akshay Vaishnaw, M.D., Ph.D. | 120,429 |

  15. DIRECTOR COMPENSATION

    (4) Dr. Akkaraju earned cash compensation under our Non-Employee Director Compensation Policy, which was paid directly to Dr. Akkaraju’s employer. (5) Mr. Brudnick received an option to purchase 56,000 shares in April 2023, in accordance with the terms of the Non-Employee Director Compensation Policy. The grant date fair value of the award reflects the share price on the date of grant. Mr. Nashat earned cash compensation under our Non-Employee Director Compensation Policy, which was paid directly to Mr. Nashat’s employer. Under our Non-Employee Director Compensation Policy, as amended from time to time, we pay our non-employee directors a cash retainer for service on the Board of Directors and for service on each committee of the Board of Directors on which the director serves as a member. In addition, each non-employee director elected or appointed to our Board of Directors is granted an equity award following such director’s election or appointment to the Board of Directors and at each of our annual shareholder meetings (other than a director who was appointed or elected to our Board of Directors within three months prior to such annual meeting), subject to certain vesting conditions, provided the director continues to serve on our Board of Directors on the applicable vesting date. Our Non-Employee Director Compensation Policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Non-employee director compensation under this policy is reviewed by our compensation committee on a regular basis and the compensation committee engages a compensation consultant to assist the compensation committee in its review. Any changes to non-employee director compensation are reviewed and approved by our Board of Directors. Cash retainer fees to directors 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 or a particular committee. As of December 31, 2023, the fees paid to non-employee directors for service on the Board of Directors and for service on each committee of the Board of Directors on which the director is a member are as follows:

  16. DIRECTOR COMPENSATION

    | | 2023 Annual Retainer | | Board of Directors: | | | Nonemployee member | $40,000 | | Additional fee for Non-Executive Chair of the Board | $115,000 | | Audit Committee: | | | Member | $10,000 | | Additional fee for Chair | $10,000 | | Compensation Committee: | | | Member | $6,000 | | Additional fee for Chair | $6,000 | | Nominating and Corporate Governance Committee: | | | Member | $5,000 | | Additional fee for Chair | $5,000 | | Science, Innovation and Technology Committee: | | | Member | $7,500 | | Additional fee for Chair | $7,500 |

  17. DIRECTOR COMPENSATION

    On April 9, 2024, our Non-Employee Director Compensation Policy was revised to increase the Board Member retainer from $40,000 to $45,000, to increase Compensation Committee Member retainer from $6,000 to $7,500, and to increase the Compensation Committee Chair additional cash retainer from $6,000 to $7,500. In addition, each non-employee director elected or appointed to our Board of Directors is granted a one-time equity award (the “Initial Equity Grant”) upon such director’s election or appointment to the Board of Directors, which vests monthly over three years, subject to continued service through such vesting dates. On June 21, 2023, our Non-Employee Director Compensation Policy was revised to increase the Initial Equity Grant with respect to newly-appointed directors from an option to purchase 56,000 shares of our common stock to an option to purchase 72,000 shares of our common stock. On April 9, 2024, our Non-Employee Director Compensation Policy was further revised to adjust the equity mix from 100% stock options to a mix of stock options and restricted stock units. Under the revised policy, newly elected directors receive an option to purchase 36,000 shares of common stock and 27,000 restricted stock units, provided that the total value of the Initial Equity Grant does not exceed $800,000 in the aggregate at the time of grant. On the date of each annual meeting of stockholders of our company, each non-employee director (other than a director who was appointed or elected to the Board of Directors within three months prior to such annual meeting) is granted an equity award (the “Annual Equity Grant”), which vests in full on the earlier to occur of the first anniversary of the date of grant or the next scheduled annual meeting, subject to continued service as a director through such vesting date. On June 21, 2023, our Non-Employee Director Compensation Policy was revised to increase the Annual Equity Grant from an option to purchase 28,000 shares of common stock to an option to purchase 36,000 shares of common stock. On April 9, 2024 our Non-Employee Director Compensation Policy was further revised to modify the equity mix from 100% stock options to a mix of stock options and restricted stock units. Under the revised policy, the Annual Equity Grant is comprised of an option to purchase 18,000 shares of common stock and 13,500 restricted stock units, provided that the total value of this Annual Equity Grant does not exceed $400,000 in the aggregate at the time of grant. We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board of Director and committee meetings.

  18. Summary Compensation Table for Fiscal 2023

    Summary Compensation Table for Fiscal 2023 The following table presents the compensation awarded to, earned by or paid to (i) each individual who served as our principal executive officer (PEO) during the fiscal year ended December 31, 2023 and (ii) the two most highly-compensated executive officers (other than the principal executive officer) who were serving as executive officers on December 31, 2023. The following table also presents information regarding the compensation awarded to, earned by, and paid to each such individual during the fiscal year ended December 31, 2023, to the extent he or she was a named executive officer for such year.

  19. Summary Compensation Table for Fiscal 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Award ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jay Backstrom, M.D., M.P.H. President, and Chief Executive Officer | 2023 | 623,538 | | 1,500,000 | 1,540,180 | 430,560 | 17,575(4) | 4,111,853 | | | 2022 | 159,231(5) | | — | 6,809,500 | 100,603 | 6,925 | 7,076,259 | | Edward H. Myles, Chief Operating Officer and Chief Financial Officer | 2023 | 486,615 | | 637,500 | 654,577 | 219,637 | 14,534(4) | 2,012,863 | | | 2022 | 466,577 | | 1,402,885 | 1,038,517 | 188,201 | 13,707 | 3,109,887 | | Tracey Sacco, Chief Commercial Officer | 2023 | 367,115(6) | 25,000(7) | — | 1,732,703 | 143,192 | 13,548(4) | 2,306,558 |

  20. Summary Compensation Table for Fiscal 2023

    (1) Except as set forth below, the amounts reported reflect the aggregate grant date fair value of stock or option awards granted during the year calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation — Stock Compensation. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. For information regarding assumptions underlying the valuation of this stock award, see Note 10 to our financial statements for the year ended December 31, 2023. (2) Amounts reflect the actual cash incentive bonuses received by our named executive officers for performance of services in 2023 and 2022, as indicated, and were paid in the subsequent year. Bonuses were based upon achievement of corporate performance goals as determined by the Board of Directors. (3) Amounts consist of group term life insurance and long-term disability, HSA contributions, parking benefits and bonuses to recognize birthdays and similar events. (4) Includes $9,900 in matching 401(k) plan contributions. (5) Dr. Backstrom commenced employment with Scholar Rock on September 20, 2022 and assumed the CEO role on October 20, 2022. His annual base salary in 2022 was $600,000. The amount in the table above reflects $159,231 associated with the amount of annual base salary paid to him for his services during the period September 20, 2022 through December 31, 2022. (6) Ms. Sacco commenced employment with Scholar Rock on February 6, 2023. Her annual base salary in 2023 was $415,000. The amount in the table above reflects $367,115 associated with the amount of annual base salary paid to her for her services during the period February 6, 2023 through December 31, 2023. Reflects the signing bonus paid to Ms. Sacco upon commencement of employment.

  21. Outstanding Equity Awards at 2023 Fiscal Year End Table

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

  22. Outstanding Equity Awards at 2023 Fiscal Year End Table

    | | | Option Awards | | | | Stock Awards | | | Name and Principal Position(9) | Grant Date | Number of Securities Underlying Unexercised Options (# Exercisable) | Number of Securities Underlying Unexercised Options (# Unexercisable) | Option Exercise Price | Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares that Have not Vested ($)(1) | | Jay Backstrom, M.D., M.P.H. President, and Chief Executive Officer | 09/20/2022(2) | 312,500 | 687,500 | $8.85 | 09/20/2032 | | | | | 02/13/2023(3) | 37,500 | 162,500 | $10.00 | 02/13/2033 | | | | | 02/13/2023(4) | | | | | 150,000 | $2,820,000 | | Edward H. Myles Chief Operating Officer and Chief Financial Officer | 07/16/2020(5) | 140,625 | 46,875 | $13.83 | 07/16/2030 | | | | | 02/01/2021(6) | 55,343 | 25,157 | $58.93 | 02/01/2031 | | | | | 02/01/2021(7) | | | | | 12,075 | $227,010 | | | 02/14/2022(8) | 25,156 | 32,344 | $18.08 | 02/14/2032 | | | | | 02/14/2022(9) | | | | | 43,125 | $810,750 | | | 06/16/2022(10) | 2 | 37,375 | $4.86 | 06/16/2032 | | | | | 06/16/2022(11) | | | | | 49,834 | $936,879 | | | 02/13/2023(3) | 15,937 | 69,063 | $10.00 | 02/13/2033 | | | | | 02/13/2023(4) | | | | | 63,750 | $1,198,500 | | Tracey Sacco, Chief Commercial Officer | 02/13/2023(12) | — | 225,000 | $10.00 | 02/13/2033 | | |

  23. Outstanding Equity Awards at 2023 Fiscal Year End Table

    (1) The market value of unvested shares of RSUs is based on $18.80, the closing market price of our common stock on December 29, 2023, which was the last trading day of 2023. (2) Shares under this option are scheduled to vest 25% on September 20, 2023, with the remainder vesting in equal quarterly installments for a period of 12 quarters, thereafter. (3) Shares under this option are scheduled to vest in equal quarterly installments for a period of 16 quarters, with the first quarterly amount vesting on April 1, 2023. (4) RSU award vests in equal annual installments for a period of 4 years with the first annual vesting on February 15, 2024. (5) Shares under this option are scheduled to vest 25% on July 16, 2021, with the remainder vesting in equal quarterly installments for a period of 12 quarters, thereafter. (6) Shares under this option are scheduled to vest in equal quarterly installments for a period of 16 quarters with the first quarterly amount vesting on April 1, 2021. (7) RSU award vests in equal annual installments for a period of 4 years with the first annual vesting on January 15, 2022. (8) Shares under this option are scheduled to vest in equal quarterly installments for a period of 16 quarters with the first quarterly amount vesting on April 1, 2022. (9) RSU award vests in equal annual installments for a period of 4 years with the first annual vesting on January 15, 2023. (10) Shares under this option are scheduled to vest in equal quarterly installments for a period of 12 quarters with the first quarterly amount vesting on September 16, 2022. RSU award vests in equal annual installments for a period of 3 years with the first annual vesting on June 15, 2023. Shares under this option are scheduled to vest 25% on February 6, 2024, with the remainder vesting in equal quarterly installments for a period of 12 quarters, thereafter.

  24. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K). In October 2022, our Interim CEO, Nagesh Mahanthappa (referred to in the tables below as “PEO 2”) resigned and Jay Backstrom (referred to in the tables below as “PEO 1”) was appointed as our new CEO. We provide compensation actually paid for both CEOs during the covered years in the following tables.

  25. Pay-Versus-Performance Table

    | Year | Summary Compensation Table Total for PEO 1(1) | Summary Compensation Table Total for PEO 2(1) | Compensation Actually Paid to PEO 1(2) | Compensation Actually Paid to PEO 2(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based On: | Net Income(6) (in millions) | | | | | | | | | Total Shareholder Return(5) | | | (a) | (b1) | (b2) | (c1) | (c2) | (d) | (e) | (f) | (h) | | 2023 | 4,111,853 | N/A | 10,538,048 | N/A | 2,159,711 | 4,201,772 | $75.68 | (166) | | 2022 | 7,076,259 | 2,843,861 | 7,176,759 | 371,625 | 2,775,071 | 465,624 | $36.43 | (135) |

  26. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR As discussed above, we use a combination of short-term cash incentive compensation opportunities for our Executives, in the form of annual cash bonuses to incentivize and award delivery of the Company’s strategy and corporate objectives, and long-term equity incentive compensation consisting of stock options and restricted stock units. These equity awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. Compensation Actually Paid and Net Income Because we are not a commercial-stage company, we did not have any revenue during the year ending 2023 and the revenue in 2022 was associated with a collaboration arrangement. Consequently, our company has not historically looked to net income (loss) as a performance measure for our executive compensation program.