DEF 14A of Precigen, Inc., May 28, 2024

DEF 14A of Precigen, Inc.

Filed May 28, 2024 · FY20230001104659-24-065631

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS

  2. Nominees for Election as Directors

    Nominees for Election as Directors Set forth below is information for each nominee concerning the individual’s age, principal occupation, employment and directorships during the past five years, positions with the Company, the year in which he or she first joined the Board, and his or her term of office as a director. Also set forth below is a brief discussion of the specific experience, qualifications, attributes, or skills that led to the Board’s conclusion that, in light of our business and structure, each nominee should serve as a director.

  3. Nominees for Election as Directors

    | Name, Tenure, and Age | Business Experience During Past Five Years and Other Affiliations | | Randal Kirk Executive Chairman of the Board Director since 2008 Age 70 | Mr. Kirk has served as Executive Chairman of the Board since January 2020 and previously served as Chairman of the Board from February 2008 until December 31, 2019, and as our CEO from April 2009 until December 31, 2019. Mr. Kirk provides a wealth of strategic, operational, and management experience. Mr. Kirk currently serves as Chairman and Senior Managing Director of Third Security, LLC, an investment management firm founded by Mr. Kirk in March 1999. Additionally, Mr. Kirk founded and became Chairman of the Board of New River Pharmaceuticals Inc. (a biopharmaceutical company previously traded on NASDAQ prior to its acquisition by Shire plc in 2007) in 1996 and was President and Chief Executive Officer between October 2001 and April 2007 Since May 2015, Mr. Kirk has served as a member of the board of directors of the Edward Via College of Osteopathic Medicine. Previously, Mr. Kirk served as a member of the board of directors of Scios, Inc. (previously traded on Nasdaq prior to its acquisition by Johnson & Johnson) between February 2000 and May 2002, as a member of the board of directors of Halozyme Therapeutics, Inc. (NASDAQ: HALO), a clinical-stage biotechnology company, from May 2007 to May 2018, as a member of the board of directors of ZIOPHARM Oncology, Inc. (NASDAQ: ZIOP), a biotechnology company, from January 2011 to October 2018, and as a member of the board of directors of Clinical Data, Inc. (previously traded on NASDAQ prior to its acquisition by Forest Laboratories, Inc. in April 2011) from September 2002 to April 2011, and was Chairman of the board of directors from December 2004 to April 2011. Mr. Kirk served on the board of visitors of Radford University from July 2003 to June 2009, was Rector of the board of directors from September 2006 to September 2008 and served on the board of directors of the Radford University Foundation, Inc. from September 1998 to May 2011. He served on the board of visitors of the University of Virginia and Affiliated Schools from July 2009 to October 2012, on the Virginia Advisory Council on Revenue Estimates from July 2006 to October 2012 and on the Governor’s Economic Development and Jobs Creation Commission from April 2010 to October 2012. Mr. Kirk received a B.A. in Business from Radford University and a J.D. from the University of Virginia. We believe that Mr. Kirk’s business experience, including his extensive business experience as CEO of multiple companies, his experience as an investor, his service on committees of academic institutions and other public company boards, combined with his business acumen and judgment, provides the Board with valuable strategic and operational expertise and leadership skills. | | Nancy Howell Agee Director Nominee Age 71 | Ms. Agee has been nominated by our Board to stand for election as a director at the 2024 Annual Meeting. Ms. Agee is the Chief Executive Officer of Carilion Clinic, a health care organization, a position she has held since 2011. She previously served as President and Chief Executive Officer, Executive Vice President and Chief Operating Officer. Ms. Agee serves as a director on three other public company boards — Atlantic Union Bankshares Corp. (NYSE: AUB), where she has served since May 2024, RGC Resources, Inc. (NASDAQ: RGCO), where she has served since 2011, and Healthcare Realty Trust Incorporated (NYSE: HR), where she has served since 2018. She chairs the statewide economic development entity, Go VA, since 2020 and serves on the Governor’s advisory committee for revenue estimates, GACRE. She also chairs |

  4. Nominees for Election as Directors

    | Name, Tenure, and Age | Business Experience During Past Five Years and Other Affiliations | | | the Virginia Foundation for Independent Colleges and serves as Vice Chair of the Virginia Business Higher Education Council. She is a Fellow in the National Association of Corporate Directors. In January 2022, Ms. Agee was selected by newly inaugurated Virginia Governor Glenn Youngkin to serve on his Medical Advisory Team. She is also the former Chair of the American Hospital Association. Ms. Agee received a B.S. in Nursing from the University of Virginia, a Master of Science in Nursing from Emory University and attended the Kellogg School of Management, Northwestern University. She received honorary doctorate degrees from Roanoke College, Jefferson College of Health Sciences and the Virginia College of Osteopathic Medicine. We believe Ms. Agee brings extensive leadership experience as President and Chief Executive Officer of a large healthcare organization to our Board. | | Cesar Alvarez Director since 2008 Chair of Nominating and Governance Committee Age 76 | Mr. Alvarez has served as a Board member since 2008. Mr. Alvarez has been the Senior Chairman of the international law firm of Greenberg Traurig, LLP since 2012. He previously served as the law firm’s Executive Chairman, and as its Chief Executive Officer from 1997 to 2012. During his tenure as Chief Executive Officer and Executive Chairman, Mr. Alvarez led the firm to become one of the top ten law firms in the United States by leading its growth from 325 lawyers in eight offices to approximately 1,850 attorneys and government professionals in more than 36 locations in the United States, Europe, Asia, and Latin America. Mr. Alvarez also serves as Vice-Chairman of the board of directors of Watsco, Inc. (NYSE: WSO), a distributor of air conditioning, heating and refrigeration equipment and related parts and supplies; and a director of The St. Joe Company (NYSE: JOE), a real estate development company. Mr. Alvarez served on the board of directors of Fairholme Funds, Inc., a family of publicly traded focused investment funds from May 2008 to February 2020 and Sears Holding Corporation, a retail company, from January 2013 to May 2017. Mr. Alvarez served on the board of directors of Mednax, Inc. (NYSE: MD), a provider of physician services, including newborn, maternal fetal, pediatric subspecialties, and anesthesia care from March 1997 to July 2020. Mr. Alvarez holds a Bachelor of Science, a Master of Business Administration, and a Juris Doctor from the University of Florida. We believe Mr. Alvarez’s qualifications to serve on the Board include his experience as Chief Executive Officer, Executive Chairman, and Senior Chairman of one of the nation’s largest law firms with approximately $2.3 billion in revenues with 2,650 law professionals providing services in 47 locations across the country and abroad, as well as his many years of corporate experience, both advising clients in the fields of corporate and securities and serving on the boards of directors of publicly traded and private companies. | | Steven Frank Director since 2008 Age 64 | Mr. Frank has served as a Board member since February 2008. Mr. Frank has served as a Director of EXUMA Biotechnology Inc., a clinical-stage biotechnology company since June 2020. Mr. Frank joined J.P. Morgan Securities LLC, an investment bank, in June 2008 and currently serves as Chairman of Global Healthcare Investment Banking. Mr. Frank had previously been the head of Bear Stearns’ Worldwide Health Care Investment Banking group in New York for 16 years and has provided general investment banking services to all types of healthcare companies. Specifically, Mr. Frank has led or played major roles in hundreds of mergers and acquisitions and financing transactions across the spectrum of deal structures. He has |

  5. Nominees for Election as Directors

    | Name, Tenure, and Age | Business Experience During Past Five Years and Other Affiliations | | | specialized in transactions involving pharmaceutical, medical device, and biotechnology companies. Prior to joining Bear Stearns in 1993, Mr. Frank served for over ten years as an institutional investor, primarily at State Farm Insurance Company, where he focused on a multibillion-dollar life-sciences portfolio. Mr. Frank holds a B.S. from Illinois State University and an M.B.A. from the University of Chicago. Mr. Frank also has been on the Executive Board of Frost Museum of Science since June 2020. We believe Mr. Frank’s extensive knowledge of our industry and of finance and capital structure strengthen the Board’s collective qualifications, skills, and experience. | | Vinita Gupta Director since 2017 Member of Nominating and Governance Committee Age 56 | Ms. Gupta has served as a Board member since April 2017. Since September 2012, Ms. Gupta has served as the chief executive officer of Lupin Limited (“Lupin”). Lupin, headquartered in Mumbai, India, is an innovation led global pharmaceutical company developing and delivering a wide range of branded and generic formulations, biotechnology products and APIs. Ms. Gupta has served as a director of Lupin since 2001 and serves on its Risk Management Committee. In addition, Ms. Gupta has served as the Chief Executive Officer and chairperson of Lupin Pharmaceuticals, Inc., the U.S. wholly owned subsidiary of Lupin, since 2003. Ms. Gupta served as director on the board of Lupin’s Japanese subsidiary Kyowa Pharmaceuticals from 2007 until the sale of that business in 2019. Ms. Gupta has held various positions at Lupin since joining the company in 1993. In 2017, Ms. Gupta also became a member of the Global Advisory Board at the Kellogg School of Management at Northwestern University. Ms. Gupta was named 2015 Ernst & Young Entrepreneur of the Year and won the 2016 Forbes India Leadership Awards — Entrepreneur of the Year. Ms. Gupta is regularly named in Forbes Asia Top 50 Power Business women listings for Asia Pacific. Ms. Gupta graduated from the University of Mumbai with a degree in pharmacy and received her MBA from the Kellogg School of Management at Northwestern University. We believe Ms. Gupta’s qualifications to serve on our Board include her strong leadership and management experience within the pharmaceutical industry, including serving as the chief executive officer of a global pharmaceutical corporation and her significant knowledge of operations, strategy, government relations, regulatory, finance and investments and mergers and acquisitions, including the fact that she was not only responsible for setting up Lupin’s business in the U.S. and Europe but was instrumental in formulating and executing strategies that have helped Lupin emerge as a global pharmaceutical corporation. | | Fred Hassan Director since 2016 Member of Compensation and Human Capital Management Committee Age 78 | Mr. Hassan has served as a Board member since June 2016. Mr. Hassan joined Warburg Pincus LLC, a global private equity investment institution, in 2010 and currently serves as Director. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation, a company formed as a result of the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc. as Chief Executive Officer in 1997. Mr. Hassan previously held leadership positions with Wyeth serving as Executive Vice President and was a member of the board from 1995 to 1997. Earlier in his career, he spent a significant tenure with Sandoz Pharmaceuticals and headed |

  6. Nominees for Election as Directors

    | Name, Tenure, and Age | Business Experience During Past Five Years and Other Affiliations | | | the company’s U.S. pharmaceuticals business. Mr. Hassan has been a director of BridgeBio Pharma, Inc. (NASDAQ: BBIO) since August 2021. Mr. Hassan served as a director of Prometheus Biosciences, Inc. (NASDAQ: RXDX) from May 2021 until its acquisition by Merck (NYSE: MRK) in June 2023. Mr. Hassan served as a director of Time Warner Inc. from October 2009 to June 2018 and a director of Amgen, Inc. (NASDAQ: AMGN) from July 2015 to May 2021. In the course of his career, he has held numerous directorships, including those at Avon Products, Inc. from 1999 to 2013, Bausch & Lomb from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (“Valeant”) in 2013, and Valeant from 2013 to 2014. Mr. Hassan has chaired notable pharmaceutical industry organizations including The Pharmaceutical Research and Manufacturers of America (PhRMA) and The International Federation of Pharmaceutical Manufacturers Associations (IFPMA). Mr. Hassan received a B.S. degree in chemical engineering from the Imperial College of Science and Technology at the University of London and an M.B.A. from Harvard Business School. We believe Mr. Hassan’s qualifications to serve on the Board include his strong leadership and management experience within our industry, including significant knowledge of operations, strategy, government relations, regulatory, finance and investments, and mergers and acquisitions. | | Jeffrey Kindler Director since 2011 Chair of Audit Committee Member of Compensation and Human Capital Management Committee Age 68 | Mr. Kindler has served as a Board member since November 2011. He has served as the Chief Executive Officer of Centrexion Therapeutics, a privately held clinical stage biopharmaceutical company, since October 2013, and as a Senior Advisor at Blackstone, one of the world’s leading investment firms, since August 2020. Mr. Kindler was Chief Executive Officer and Chairman of the Board of Pfizer, Inc. (NYSE: PFE), a pharmaceutical company, from 2006 until his retirement in December 2010. In addition to serving on Precigen’s Board, Mr. Kindler currently serves on the boards of Terns Pharmaceuticals, Inc. (NASDAQ: TERN), a clinical-stage biopharmaceutical company, Perrigo Company plc (NYSE; TASE: PRGO), a healthcare company, and Lupin Ltd. (NSE: LUPIN), an India-based pharmaceutical company. Mr. Kindler previously served on the board of vTv Therapeutics Inc., a publicly traded biotechnology company, from July 2015 to December 2020, PPD, Inc. from March 2012 until its acquisition by Thermo Fisher Scientific, Inc. in December 2021, and SIGA Technologies, Inc., a publicly traded pharmaceutical company, from March 2013 to June 2020. Mr. Kindler received a B.A. from Tufts University and a J.D. from Harvard Law School. We believe Mr. Kindler brings leadership, extensive business, operating, legal and policy, and corporate strategy experience to the Board, along with tremendous knowledge of several of the industries in which we operate as well as the fundamentals of our business. | | Helen Sabzevari Director since 2020 Age 62 | Dr. Sabzevari has served as Board member since June 2020, as our President and Chief Executive Officer since January 2020, and as President of PGEN Therapeutics, Inc., our wholly owned subsidiary, since December 2017. Dr. Sabzevari also has served as a board member of Kinnate Biopharma Inc. (NASDAQ: KNTE) since June 2021. From July 2017 to December 2017, |

  7. Nominees for Election as Directors

    | Name, Tenure, and Age | Business Experience During Past Five Years and Other Affiliations | | | Dr. Sabzevari served as our Senior Vice President, Health Therapeutics as well as Head of Research and Development. Prior to joining the Company, from 2015 to 2017, Dr. Sabzevari co-founded and served as Chief Scientific Officer of Compass Therapeutics LLC, a fully integrated drug discovery and development company focused on manipulating the immune system to treat human disease. From 2008 to 2014, Dr. Sabzevari served as Senior Vice President of Immuno-Oncology as well as Global Head of Immunotherapy, Oncology, Global Research and Early Development at EMD Serono (a subsidiary of Merck KGaA, Darmstadt, Germany). From 1998 to 2008, Dr. Sabzevari led the Molecular Immunology Group at the Laboratory of Tumor Immunology and Biology at the US National Cancer Institute, where she was focused on design, development, and delivery of novel vaccines and immunotherapies for a range of human cancers. Dr. Sabzevari received her doctorate degree in cell and molecular immunology and completed her postdoctoral work at the department of immunology at the Scripps Research Institute, working on various immunotherapeutic modalities in the treatment of cancer and autoimmune diseases. | | | We believe Dr. Sabzevari brings to the Board expertise in research and development of immunotherapy-based therapeutics, experience translating novel treatments from preclinical stage into the clinic, and extensive leadership experience and knowledge of the industry. | | James Turley Director since 2014 Lead Independent Director Chair of Compensation and Human Capital Management Committee Age 68 | Mr. Turley has served as a Board member since April 2014. Mr. Turley also serves on the board of directors of Citigroup Inc. (NYSE: C), a leading global bank, since 2013, Emerson Electric Co. (NYSE: EMR), a global leader in bringing technology and engineering together to provide innovative solutions for customers in industrial, commercial, and consumer markets around the world, since July 2013, and Northrop Grumman Corporation (NYSE: NOC), a leading global security company providing innovative systems, products and solutions to government and commercial customers worldwide, since April 2015. Mr. Turley previously served as the Chairman and Chief Executive Officer of Ernst & Young LLP (“Ernst & Young”) from 2001 until his retirement in June 2013. From 1994 to 2001, Mr. Turley served as Regional Managing Partner of Ernst & Young. Mr. Turley is also a board member of the Boy Scouts of America, a board member of Kohler Co. (a privately held company) since April 2016 and St. Louis Trust & Family Office (a privately held company) since April 2019. He is also a board member of the MUNY Theatre of St. Louis and Forest Park Forever. Mr. Turley holds an undergraduate degree and a master’s degree in accounting from Rice University. We believe Mr. Turley’s extensive management experience as the former Chairman and Chief Executive Officer of one of the world’s largest accounting firms, his accounting and financial expertise, and his experience in serving on the boards of directors of publicly traded companies make him well qualified to serve on the Board. Having served as Chair and CEO of Ernst & Young, Mr. Turley developed significant expertise in the areas of compensation, litigation, corporate affairs, and corporate governance. |

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  9. Non-Employee Director Compensation

    Non-Employee Director Compensation The compensation of our non-employee directors is established by the Compensation Committee and the Board. This compensation is periodically reviewed by the Compensation Committee based on market practice information provided by our outside compensation consultant, to ensure continued alignment with company goals and shareholder interest. Under our non-employee director compensation policy adopted in December 2017, our non-employee directors received in 2023 the compensation set forth in the table below. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings.

  10. Non-Employee Director Compensation

    | Element of Compensation | Compensation Amount | | Annual Retainer for Board Chair(1) | $100,000 | | Annual Retainer for Other Board Members(1) | $50,000 | | Committee Chair Additional Retainer(1) | $12,500 | | Committee Member Additional Retainer(1) | $6,500 | | Annual Equity Awards | Options with a value of $125,000(2) | | | RSUs with a value of $125,000(3) | | Initial Appointment Equity Awards | Options with a value of $180,000(4) | | | RSUs with a value of $180,000(5) |

  11. Non-Employee Director Compensation

    (1) Non-employee directors have the option to receive shares of common stock, valued at the fair market value at the time of issuance, in lieu of cash retainers. We do not issue, nor do we pay cash for, fractional shares. Annual retainer fees are payable in advance at the first regularly scheduled meeting of the Board for the calendar year. (2) All non-employee directors are entitled to an annual grant of options to purchase shares of common stock (with an exercise price equal to the fair market value on the date of grant), which are granted at the first regularly scheduled meeting of the Board for the calendar year and are fully vested at the time of grant. (3) All non-employee directors are entitled to an annual grant of restricted stock units (“RSUs”), which are granted at the first regularly scheduled meeting of the Board for the calendar year and vest in full on the one year anniversary of the date of the grant, subject to continued Board service. (4) Any newly appointed non-employee director receives, upon appointment, a one-time grant of options to purchase shares of common stock (with an exercise price equal to the fair market value on the date of grant), with one quarter of such options vesting each year on the anniversary of appointment to the Board, subject to continued Board service. Any newly appointed non-employee director receives, upon appointment, a one-time grant of RSUs, which vest in full on the one year anniversary of appointment to the Board, subject to continued Board service.

  12. Director Compensation Table for 2023

    Director Compensation Table for 2023 The following table discloses all compensation provided to the non-employee directors for the most recently completed fiscal year ended December 31, 2023:

  13. Director Compensation Table for 2023

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3)(5) ($) | Option Awards(4)(5) ($) | Total ($) | | Randal Kirk | 100,000 | 250,000 | 250,000 | 600,000 | | Cesar Alvarez | 62,500 | 125,000 | 125,000 | 312,500 | | Steven Frank | 50,000 | 125,000 | 125,000 | 300,000 | | Vinita Gupta | 56,500 | 125,000 | 125,000 | 306,500 | | Fred Hassan | 56,500 | 125,000 | 125,000 | 306,500 | | Jeffrey Kindler | 69,000 | 125,000 | 125,000 | 319,000 | | Dean Mitchell | 56,500 | 125,000 | 125,000 | 306,500 | | James Turley | 62,500 | 125,000 | 125,000 | 312,500 |

  14. Director Compensation Table for 2023

    (1) Dr. Sabzevari, our CEO, is a named executive officer and therefore the compensation she received is shown in the Summary Compensation Table and not included in this table. Dr. Sabzevari is an employee of the Company and receives no compensation for her service as a director. Mr. Kirk, our Executive Chairman, is a non-employee member of the Board. Mr. Mitchell will be retiring from the Board at the Annual Meeting. Ms. Agee has been nominated for election to the Board at the Annual Meeting. (2) Our directors may elect to receive any portion of their annual retainer fees in shares of our common stock instead of cash. During 2023, each of our directors elected to receive all annual retainer fees in shares of our common stock. The following table provides the number of shares of our common stock received in lieu of the cash retainer by each non-employee director for 2023:

  15. Director Compensation Table for 2023

    | Name | Shares of Common Stock Received (#) | | Randal Kirk | 85,470 | | Cesar Alvarez | 53,418 | | Steven Frank | 42,735 | | Vinita Gupta | 48,290 | | Fred Hassan | 48,290 | | Jeffrey Kindler | 58,974 | | Dean Mitchell | 48,290 | | James Turley | 53,418 |

  16. Director Compensation Table for 2023

    (3) Represents the aggregate grant date fair market value of the annual grant of RSUs, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). Represents the aggregate grant date fair market value of the annual grant of stock options, computed in accordance with ASC Topic 718, based on the closing price of our common stock on the date of grant. For a full description of the assumptions we use in computing this amount, see Note 2 to our consolidated financial statements for the year ended December 31, 2023, which is included in our 2023 Annual Report. The following table provides information regarding the aggregate outstanding equity awards held by each non-employee director as of December 31, 2023:

  17. Director Compensation Table for 2023

    | Name | RSUs Outstanding # | Stock Options Outstanding # | | Randal Kirk | 213,675 | 536,226 | | Cesar Alvarez | 106,837 | 445,041 | | Steven Frank | 106,837 | 445,041 | | Vinita Gupta | 106,837 | 438,805 | | Fred Hassan | 106,837 | 454,025 | | Jeffrey Kindler | 106,837 | 445,041 | | Dean Mitchell | 106,837 | 445,041 | | James Turley | 106,837 | 486,611 |

  18. Key Compensation Corporate Governance Practices

    Key Compensation Corporate Governance Practices The Compensation Committee and the Board regularly review evolving practices in executive compensation and corporate governance. We have adopted certain policies and practices that we believe are consistent with industry best practices, as tailored to our specific business model and strategic direction. We have also strived to adopt policies that will foster our growth and the continual realization of value to our shareholders by encouraging appropriate risk taking and entrepreneurship in support of our unique and dynamic business model. The Compensation Committee and the Board also actively scrutinize the anticipated effect of compensation practices on our ultimate goals. What We Do: • The Compensation Committee has 100% independent directors. • We conduct an annual review and assessment of potential and existing risks arising from our compensation programs and policies. • The Compensation Committee engages an independent compensation consultant to advise on executive and director compensation matters. • We tie our annual bonus opportunities to corporate objectives. • We use equity awards that vest over time and deliver greater value as our stock price increases. • We maintain stock ownership guidelines for our non-employee directors. What We Do Not Do: • We do not allow hedging of Company stock. • We do not provide excessive perquisites. • We do not provide for tax gross-ups, except for de minimis amounts related to short-term and long-term disability insurance premiums. • We do not allow repricing of stock options without shareholder approval. • We do not offer guaranteed bonuses.

  19. Elements of Our Compensation Program

    | Element of Compensation | Description | How This Element Promotes Our Objectives | | Long-Term Compensation | | | | Long-Term Equity Incentive Awards | Generally, grants of options and/or RSUs that are part of our long-term incentive program; time-based vesting, generally over four years. | Promotes retention, increases long-term equity ownership, and aligns executive and long-term shareholder interests by linking a portion of their compensation to changes in company stock price. | | Other Compensation | | | | Post-Termination Payments and Benefits | Contractual payments and benefits for certain executives upon termination of employment in specified circumstances, such as termination other than for cause or for good reason, as described in greater detail herein. | Provides assurance of financial security, which is desirable in lateral recruiting and executive retention and permits objective evaluation by executives of potential changes to our strategy and structure. | | Other Benefits | Executives participate in employee benefit plans generally available to our employees. | Fair and competitive programs to provide for the health and well-being of executives and their families. |

  20. Annual Short-Term Incentive Awards

    Annual Short-Term Incentive Awards Our NEOs are eligible to receive annual bonuses based on corporate performance achievement, as determined by the Compensation Committee following the completion of the applicable performance year, and subject to the NEO’s continued employment through the applicable payment date. Each named executive officer is provided an annual target bonus opportunity that is set as a percentage of base salary, except that Dr. Sabzevari’s employment agreement provides for eligibility for an annual bonus of between 75% and 150% of Dr. Sabzevari’s annual base salary. For 2023, the Compensation Committee established a bonus program for our named executive officers based on the achievement of a combination of primarily operational performance goals, which would promote the achievement of our key clinical, non-clinical, business development and other corporate objectives. The Compensation Committee established a target bonus for Dr. Sabzevari of 150% of base salary and for our other NEOs of 40% of base salary. Following the end of the 2023 performance year, the Compensation Committee carefully reviewed the performance of the Company against each of the goals as part of the evaluation process for determining the annual bonus payouts for our named executive officers. In addition, the Compensation Committee performed a holistic review of company and individual performance, which contributed to its determination of payout amounts. Although a relatively small portion of certain goals were not achieved, the Committee concluded that the overall achievements of the executive team in 2023 far outweighed some of the goals that were not completely achieved. Overall, the Committee concluded that the following accomplishments supported this conclusion: • Significant clinical progress was achieved across our principal pipeline, including AdenoVerse and UltraCAR-T, highlighted by the U.S. Food and Drug Administration (FDA) granting Breakthrough Therapy Designation for PRGN-2012 AdenoVerse immunotherapy for the treatment of recurrent respiratory papillomatosis (RRP), and the FDA’s confirmation that the ongoing phase 1 / 2 study of PRGN-2012 will serve as pivotal for the purpose of filing an accelerated approval request for licensure. • We regained exclusive rights to proven CAR-T targets, CD19 and BCMA, to enable unencumbered development and commercialization of UltraCAR-T. • We also strengthened the Company’s balance sheet through both the complete retirement of our convertible notes and raising approximately $73 million of net proceeds from an underwritten public offering of the Company’s common stock. • The Company also took certain additional organizational steps to continue the Company’s focus as a healthcare company. The Compensation Committee discussed these accomplishments with Dr. Sabzevari and, subsequently, with members of the Board and the Compensation Committee’s independent compensation consultant, recommended to the Board the approval of a performance bonus in an aggregate amount equal to 100% of target, or 150% of Dr. Sabzevari’s base salary and 40% of base salary for our other NEOs. Taking into consideration the continued focus on enhanced equity ownership by our executives, as well as cash preservation, the Compensation Committee also approved the short-term incentive bonuses to be paid 100% in fully-vested RSUs based on the grant date fair market value of the Company’s shares, as reflected in the table below.

  21. Annual Short-Term Incentive Awards

    | Name | Annual Target Bonus (% of Base Salary) | Total Value of Target Bonus ($) | Achievement Percentage of Target (%) | Actual Cash Payment ($) | RSUs Granted | Total Value of Actual Bonus | | Dr. Helen Sabzevari | 150% | $1,500,000 | 100% | $— | $1,071,428 | $1,500,000 | | Harry Thomasian Jr. | 40% | $190,000 | 100% | $— | $135,714 | $190,000 | | Donald P. Lehr | 40% | $230,000 | 100% | $— | $164,285 | $230,000 | | Jeffrey Perez | 40% | $200,000 | 100% | $— | $142,857 | $200,000 | | Rutul R. Shah | 40% | $164,000 | 100% | $— | $117,142 | $164,000 |

  22. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Our primary objectives in granting long-term equity incentive awards are to encourage significant ownership of our common stock by management and to provide long-term financial incentives linked directly to our long-term performance. The Compensation Committee believes that significant ownership of our common stock by senior management helps to align the interests of management and the shareholders. After taking into account the overall position of the Company during the year, the Compensation Committee made grants of long-term incentive awards to its executives for 2023 as noted below. In early 2023, the Compensation Committee approved grants of stock options to Dr. Sabzevari and Messrs. Thomasian, Lehr, Perez, and Shah, each of which vests as to one-fourth of the award one year after the date of grant, with the balance of the award vesting in 36 successive equal monthly installments thereafter. Although we do not currently have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture, and help to align the ownership interests of our executives and our shareholders. The Compensation Committee continues to work closely with its independent compensation consultant to review and evaluate the Company’s approach to long-term equity incentive compensation for its executive officers in a manner that promotes long-term shareholder interests. The Compensation Committee believes that broad and significant employee ownership of our common stock effectively motivates the building of shareholder wealth. With the exception of significant promotions and new hires, equity grants, when awarded, have generally been awarded toward the beginning of the fiscal year. The Compensation Committee selects this timing because it enables us to consider our prior year performance and the participants’ and our expectations for the next performance period.

  23. Role of Compensation Consultants

    Role of Compensation Consultants As discussed above, the Compensation Committee is authorized to retain experts, consultants, and other advisors to aid in the discharge of its duties. Since June 2021, the Compensation Committee has engaged Aon as its independent compensation consultant to aid the Compensation Committee in its annual review of the Company’s executive compensation practices for continuing appropriateness and reasonableness and to make recommendations regarding executive officer compensation levels and structures. In reviewing the Company’s executive compensation practices, the Compensation Committee also considers other sources to evaluate external market, industry and peer-company practices. Aon has no other business relationship with us and receives no payments from us other than fees for services to the Compensation Committee. In retaining Aon, the Compensation Committee separately considered the six factors set forth in Section 10C-1(b)(4)(i) through (vi) of the Exchange Act and the listing standards of Nasdaq, based on such consideration, determined that the engagement of Aon did not raise any conflicts of interest.

  24. Use of Peer Group

    Use of Peer Group The Compensation Committee consulted with its independent compensation consultant, Aon, to assist in the analysis of the Company’s peer group to align with governance and market best practices in preparation for the 2023 compensation review cycle. In that capacity, Aon provided the Compensation Committee with a peer group analysis and made recommendations to the Compensation Committee in structuring the compensation program for the CEO and other executive officers. The peer analysis conducted by Aon considered our peer companies to be U.S. based biotechnology companies predominantly in Phase I/II clinical trials with some Phase III companies, market capitalization of $100 million to $1.4 billion and a headcount of 75 to 625 employees. These companies generally specialize in oncology, gene and/or cell therapy, vaccine development and/or a diverse portfolio with one or more of the specialties. The peer group that resulted from this screening method consisted of the following 21 companies:

  25. Use of Peer Group

    | Company Name | | | | | | Adaptimmune Therapeutics (ADAP) | Agenus (AGEN) | Allogene Therapeutics (ALLO) | Allovir (ALVR) | Atara Biotherapeutics (ATRA) | | Caribou Biosciences, Inc. (CRBU) | Fate Therapeutics (FATE) | Gossamer Bio (GOSS) | Gritstone bio (GRTS) | IDEAYA Biosciences (IDYA) | | ImmunityBio (IBRX) | Inovio Pharmaceuticals (INO) | Iovance Biotherapeutics (IOVA) | Lyell Immunopharma (LYEL) | PDS Biotechnology (PDSB) | | Poseida Therapeutics (PSTX) | REGENXBIO (RGNX) | Sana Biotechnology (SANA) | Sangamo Therapeutics (SGMO) | VIR Biotechnology (VIR) | | Xencor (XNCR) | | | | |

  26. Use of Peer Group

    At the time the peer group for 2023 was proposed to the Compensation Committee, the peer group had the following median statistics:

  27. Use of Peer Group

    | Measure | 50th Percentile | Precigen’s Position | | Market Capitalization | $512 million | $366.0 million (46th percentile) | | Revenues | $14.3 million | $22.1 million (51st percentile) | | Annualized 3-Year TSR | -40% | -32% (65th percentile) |

  28. Use of Peer Group

    In preparation for making 2023 compensation decisions, the Compensation Committee reviewed the existing compensation peer group in consultation with its independent compensation consultant for continued financial and business fit and made the following updates to the prior year’s peer group: The following companies were removed from the 2022 peer group: • NGM Biopharmaceutics (NGM) • Precision Biosciences (DTIL) • Revolution Medicines (RVMD) • Sorrento Therapeutics (SRNE) • TCR2 Therapeutics (TCRR) • Vaccitech (VACC) • VBI Vaccines (VBIV) The following two companies were added to the 2023 peer group: • Adaptimmune Therapeutics (ADAP) • Allovir (ALVR) • Gossamer Bio (GOSS) • Immunity Bio (IBRX) • PDS Biotechnology (PDSB) • Sangamo Therapeutics (SGMO) • Vir Biotechnology (VIR) The Compensation Committee plans to continue to monitor certain compensation practices at a variety of similarly situated or similarly structured companies in assessing and making compensation decisions going forward.

  29. Establishing Total Direct Remuneration

    Establishing Total Direct Remuneration Total direct remuneration is the sum of base salary, annual short-term incentive awards, long-term equity incentive awards (if any), and other benefits. A major portion of each executive officer’s remuneration is established by performance-based incentives, which require achievement of performance objectives and goals as a condition to earning annual short-term incentive awards, and long-term equity incentive awards, the value of which depends on our stock price upon vesting or exercise. The at-risk portion of total direct remuneration provides increased pay for higher levels of corporate and/or business sector performance. In setting each executive officer’s total direct remuneration opportunity, the Compensation Committee takes into account factors such as the responsibilities, experience, performance, contributions, and service of the executive. We do not set total direct remuneration or the component parts at levels to achieve a mathematically precise market position. In determining executive compensation, the Compensation Committee reviews all components of each executive officer’s total compensation, including retirement benefits and the costs of any perquisites received, to ensure such compensation meets the goals of the program. As a part of this review, the Compensation Committee considers corporate performance and the recommendations of senior management. The Compensation Committee also takes into consideration individual and overall company operating performance to ensure executive compensation reflects past performance as well as future potential and, we believe, adequately differentiates among employees, based on the scope and complexity of the employee’s job position, individual performance and experience and our ability to pay. The Compensation Committee reviews annually each executive officer’s performance prior to considering changes in compensation. The individual performance of each executive officer is evaluated in light of our overall performance approved by the Compensation Committee and the Board. The Compensation Committee and the Board believe that the competitive environment, including for executive talent, is dynamic and evolving. For this reason, while the Compensation Committee believes the total compensation for each of the executive officers is reasonable and appropriate, the Compensation Committee continues to actively consider methods to further improve the effectiveness of our approach to executive compensation.

  30. Tax and Accounting Implications

    Tax and Accounting Implications Under Section 162(m) of the Code, compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible. To retain highly skilled executives and remain competitive with other employers, the Compensation Committee may authorize compensation that would not be deductible under Section 162(m) of the Code or otherwise if it determines that such compensation is in the best interests of us and our shareholders. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to estimate and record an expense for each award of equity compensation (including stock options and RSUs) over the vesting period of the award.

  31. Compensation Risk Assessment

    Compensation Risk Assessment As part of its oversight of our executive compensation program, the Compensation Committee considers the impact of our executive compensation program, and the incentives created by the compensation awards that it administers, on our risk profile. In addition, the Compensation Committee reviews our compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk-taking, to determine whether they present a significant risk to us. The Compensation Committee concluded that our compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy and that the balance of compensation elements discourages excessive risk taking. The Compensation Committee, therefore, determined that the risks arising from our compensation policies and practices for employees are not reasonably likely to have a material adverse effect on us. The Compensation Committee will continue to consider compensation risk implications while deliberating the design of our executive compensation programs. In its discussions, the Compensation Committee considered the attributes of our programs, including: • appropriate pay philosophy in light of our business model; • balance with respect to the mix of cash and equity compensation, and measures of performance against both annual and multiyear standards; • long-term incentives linked to stock price performance; • long-term incentives generally have multiyear vesting to ensure a long-term focus and appropriate balance against short-term goals; • independent Compensation Committee oversight, with Compensation Committee discretion to reduce incentives based on subjective evaluation of individual performance; and anti-hedging policies.

  32. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid to or accrued by our named executive officers during the fiscal years ended December 31, 2023, 2022 and 2021.

  33. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Helen Sabzevari Chief Executive Officer | 2023 | 1,000,000 | — | 815,625 | 1,885,056 | — | 18,380 | 3,719,061 | | | 2022 | 1,000,000 | — | 750,000 | 1,459,127 | 271,875 | 16,620 | 3,497,622 | | | 2021 | 1,000,000 | 750,002 | 749,998 | — | — | 16,170 | 2,516,170 | | Harry Thomasian Jr. Chief Financial Officer | 2023 | 475,000 | — | 103,311 | 520,061 | — | 33,538 | 1,131,910 | | | 2022 | 454,584 | — | 17,840 | 344,540 | 34,437 | 35,019 | 886,420 | | | 2021 | 91,667 | 17,842 | — | 618,750 | — | 4,415 | 732,673 | | Don Lehr Chief Legal Officer | 2023 | 575,000 | — | 125,062 | 321,317 | — | 43,316 | 1,064,695 | | | 2022 | 575,000 | — | 80,498 | 258,405 | 41,687 | 35,712 | 991,302 | | | 2021 | 575,000 | 80,502 | 201,246 | — | — | 35,262 | 892,010 | | Jeffrey Perez Senior Vice President, IP Affairs | 2023 | 500,000 | — | 108,749 | 222,670 | — | 40,666 | 872,085 | | | 2022 | 500,000 | — | 70,000 | 258,405 | 36,250 | 33,992 | 898,647 | | | 2021 | 500,000 | 70,000 | 174,994 | — | — | 33,542 | 778,536 | | Rutul Shah(6) Chief Operating Officer | 2023 | 410,000 | — | 89,174 | 495,775 | — | 43,025 | 1,037,974 | | | 2022 | 327,500 | — | 55,000 | 344,540 | 29,725 | 36,318 | 793,083 |

  34. Summary Compensation Table

    (1) Represents discretionary cash bonuses for 2021 paid in the year following the applicable year’s service period. (2) Represents the grant date fair value computed by us for financial reporting purposes, computed in accordance with ASC Topic 718. For a full description of the assumptions we use in computing these amounts, see Note 2 to our consolidated financial statements for the year ended December 31, 2023, which is included in our 2023 Annual Report. This column does not include for 2023 the grant date fair value of RSUs granted as part of the short-term incentive award for performance in 2023 because the awards were granted in 2024. However, it does include for 2023, 2022 and 2021 the grant date fair value of RSUs granted as part of the short-term incentive award for performance in 2022, 2021 and 2020, respectively. (3) Represents the grant date fair value computed by us for financial reporting purposes, computed in accordance with ASC Topic 718. For a full description of the assumptions we use in computing these amounts, see Note 2 to our consolidated financial statements for the year ended December 31, 2023, which is included in our 2023 Annual Report. The actual value a named executive officer may receive depends on market prices and there can be no assurance that the amounts reflected in the Option Awards column will actually be realized. No gain to a named executive officer is possible without an appreciation in stock value after the date of grant. (4) For 2022, represents the aggregate annual performance-based cash incentive earned under the Company’s 2022 annual cash incentive program for executive employees that is paid in cash in the year following the applicable year’s service period. (5) The amounts in this column are further detailed in the “All Other Compensation Table for 2023.” Mr. Shah commenced his employment with us as Chief Operating Officer on October 1, 2022. Accordingly, no information is displayed for 2021.

  35. GRANTS OF PLAN-BASED AWARDS FOR 2023

    GRANTS OF PLAN-BASED AWARDS FOR 2023 The following table presents information regarding grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2023.

  36. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Threshold $ | Target ($) | Maximum ($) | | | | | | Helen Sabzevari | 3/24/2023 | | | | — | 369,596 | 0.96 | 271,875 | | | 3/24/2023 | | | | 849,521(3) | — | — | 815,625 | | | 4/28/2023 | | | | — | 1,732,300 | 1.21 | 1,613,181 | | | | — | 1,500,000 | — | | | | | | Harry Thomasian Jr. | 3/24/2023 | | | | — | 46,815 | 0.96 | 34,437 | | | 3/24/2023 | | | | 107,604(3) | — | — | 103,311 | | | 4/28/2023 | | | | — | 521,000 | 1.21 | 485,624 | | | | — | 190,000 | — | | | | | | Donald P. Lehr | 3/24/2023 | | | | — | 56,671 | 0.96 | 41,687 | | | 3/24/2023 | | | | 130,259(3) | — | — | 125,062 | | | 4/28/2023 | | | | — | 300,000 | 1.21 | 279,630 | | | | — | 230,000 | — | | | | | | Jeffrey Perez | 3/24/2023 | | | | — | 49,279 | 0.96 | 36,250 | | | 3/24/2023 | | | | 113,268(3) | — | — | 108,749 | | | 4/28/2023 | — | | | — | 200,000 | 1.21 | 186,420 | | | | — | 200,000 | — | | | | | | Rutul R. Shah | 3/24/2023 | | | | — | 40,409 | 0.96 | 29,725 | | | 3/24/2023 | | | | 92,880(3) | — | — | 89,174 | | | 4/28/2023 | | | | — | 500,000 | 1.21 | 466,050 | | | | — | 164,000 | — | | | | |

  37. GRANTS OF PLAN-BASED AWARDS FOR 2023

    (1) Represents the target payout opportunity under the Company’s 2023 annual cash incentive program. (2) Represents the grant date fair value of the equity awards determined in accordance with ASC Topic 718. Award was granted for performance in 2022.

  38. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END The following table sets forth specified information concerning unexercised stock options and unvested RSUs held by each of the named executive officers as of December 31, 2023.

  39. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | | | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options: Exercisable | Number of Securities Underlying Unexercised Options: Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Not Vested (#) | Market Value of Shares or Units of Stock Not Vested ($) | | Helen Sabzevari | 7/17/2017 | 150,000 | — | 22.83 | 7/17/2027 | — | — | | | 1/5/2020 | 1,250,100 | 249,900 | 5.95 | 1/5/2030 | — | — | | | 1/5/2020 | 1,125,000 | 375,000 | 11.9 | 1/5/2030 | — | — | | | 1/5/2020 | 1,125,000 | 375,000 | 17.85 | 1/5/2030 | — | — | | | 2/2/2022 | 211,750 | 635,250 | 2.33 | 2/2/2032 | — | — | | | 3/24/2023(2) | — | 369,596 | 0.96 | 3/24/2033 | — | — | | | 4/28/2023 | — | 1,732,300 | 1.21 | 4/28/2033 | — | — | | Harry Thomasian Jr. | 10/18/2021 | 90,000 | 90,000 | 4.72 | 10/18/2031 | — | — | | | 2/2/2022 | 50,000 | 150,000 | 2.33 | 2/2/2032 | — | — | | | 3/24/2023(2) | — | 46,815 | 0.96 | 3/24/2033 | — | — | | | 4/28/2023 | — | 521,000 | 1.21 | 4/28/2033 | — | — | | Donald P. Lehr | 3/20/2014 | 207855 | — | 29.56 | 3/20/2024 | — | — | | | 2/2/2017 | 225,000 | — | 20.94 | 2/2/2027 | — | — | | | 2/2/2022 | 37500 | 112,500 | 2.33 | 2/2/2032 | — | — | | | 3/24/2023(2) | — | 56,671 | 0.96 | 3/24/2033 | — | — | | | 4/28/2023 | — | 300,000 | 1.21 | 4/28/2033 | — | — | | Jeffrey Perez | 8/25/2014 | 202,733 | — | 19.52 | 8/25/2024 | — | — | | | 2/2/2017 | 225,000 | — | 20.94 | 2/2/2027 | — | — | | | 2/2/2022 | 37,500 | 112,500 | 2.33 | 2/2/2032 | — | — | | | 3/24/2023(2) | — | 49,279 | 0.96 | 3/24/2033 | — | — | | | 4/28/2023 | — | 200,000 | 1.21 | 4/28/2033 | — | — | | Rutul R. Shah | 9/4/2014 | 4,944 | — | 17.34 | 9/4/2024 | — | — | | | 3/12/2015 | 2,597 | — | 45.69 | 3/12/2025 | — | — | | | 3/10/2016 | 2,510 | — | 34.85 | 3/10/2026 | — | — | | | 3/16/2017 | 5,000 | — | 21.38 | 3/16/2027 | — | — | | | 3/23/2018 | 4,000 | — | 15.80 | 3/23/2028 | — | — | | | 6/18/2019 | 40,000 | — | 8.60 | 6/18/2029 | — | — | | | 7/16/2020 | 45,000 | 15,000 | 4.67 | 7/16/2030 | — | — | | | 4/21/2021 | 50,000 | 50,000 | 8.17 | 4/21/2031 | — | — | | | 2/2/2022 | 50,000 | 150,000 | 2.33 | 2/2/2023 | — | — | | | 3/24/2023(2) | — | 40,409 | 0.96 | 3/24/2033 | — | — | | | 4/28/2023 | — | 500,000 | 1.21 | 4/28/2033 | — | — |

  40. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    (1) For awards granted prior to 2023, each award vests in four equal annual installments beginning on the anniversary of the grant date. For awards granted in 2023, each award vests as to one-fourth of the award on the first anniversary of the date of grant, with the balance of the awards vesting in 36 successive equal monthly installments thereafter, except as noted in (2) below. Award vests on the first anniversary of the grant date.

  41. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL

  42. Potential Payments

    Potential Payments The following table shows the potential payments upon termination without cause or for good reason by the executive officer, a change in control of the Company, incapacity or death for the named executive officers based on agreements and plans in effect as of December 31, 2023. The amounts in this table are calculated assuming the triggering event occurred on December 31, 2023 and all executives were paid in a lump sum payment.

  43. Potential Payments

    | | | Potential Payments upon Termination or a Change in Control Termination | | | | | | | | Termination Without Cause or for Good Reason (Prior to a Change in Control ($) | Control Termination Without Cause or for Good Reason (Within 12 Months of a Change in Control ($) | Change in Control (No Termination(1) ($) | Disability(2) ($) | Death(3) ($) | | Helen Sabzevari | Accelerated Equity | — | 365,609 | 365,609 | 365,609 | 365,609 | | | Severance Payment | 1,500,000 | 1,500,000 | — | — | — | | | Prorated Bonus | 1,500,000 | 1,500,000 | — | — | — | | | Other Compensation (PTO) | 87,404 | 87,404 | — | 87,404 | 87,404 | | | Benefit Plans | 14,717(4) | 14,717(4) | — | 630,000 | 1,545,000 | | | Total | 3,102,121 | 3,467,730 | 365,609 | 1,083,013 | 1,998,013 | | Harry Thomasian Jr. | Accelerated Equity | — | — | — | — | — | | | Severance Payment | — | — | — | — | — | | | Other Compensation (PTO) | 41,964 | 41,964 | — | 41,964 | 41,964 | | | Benefit Plans | — | — | — | 630,000 | 1,425,000 | | | Total | 41,964 | 41,964 | — | 671,964 | 1,466,964 | | Donald P. Lehr | Accelerated Equity | — | — | 60,259 | 60,259 | 60,259 | | | Severance Payment | 862,500 | 862,500 | — | — | — | | | Other Compensation (PTO) | 55,288 | 55,288 | — | 55,288 | 55,288 | | | Benefit Plans | 62,676(4) | 62,676(4) | — | 630,000 | 1,545,000 | | | Total | 980,465 | 980,465 | 60,259 | 745,547 | 1,660,547 | | Jeffrey Perez | Accelerated Equity | — | — | 44,721 | 44,721 | 44,721 | | | Severance Payment | 750,000 | 750,000 | — | — | — | | | Other Compensation (PTO) | 48,077 | 48,077 | — | 48,077 | 48,077 | | | Benefit Plans | 55,509(4) | 55,509(4) | — | 630,000 | 1,545,000 | | | Total | 853,587 | 853,587 | 44,721 | 722,798 | 1,637,798 | | Rutul R. Shah | Accelerated Equity | — | — | — | — | — | | | Severance Payment | — | — | — | — | — | | | Other Compensation (PTO) | 29,784 | 29,784 | — | 29,784 | 29,784 | | | Benefit Plans | — | — | — | 630,000 | 1,145,000 | | | Total | 29,784 | 29,784 | — | 659,784 | 1,174,784 |

  44. Potential Payments

    In the event of a change in control, as described above, unvested stock options and RSUs would only vest immediately if provision is not made for the continuance, assumption, or substitution of the award by the Company or its successor. For purposes of this table, we assume that no such provision has been made. This column reflects the value of the accelerated vesting, which is calculated (i) for stock options by multiplying the number of shares subject to accelerated vesting under outstanding stock options by the difference between $1.34 (which was the closing market price per share of our common stock on December 29, 2023, the last trading day of fiscal 2023) and the per-share exercise price of the applicable accelerated stock option and (ii) for RSUs by multiplying the number of shares subject to accelerated vesting under outstanding RSUs by $1.34. (2) The named executive officer would also be eligible for benefits payable under the long-term disability insurance policy maintained by the Company. (3) The named executive officer’s heirs would also be eligible for benefits under the life insurance policy maintained by the Company. Includes the full premium cost of COBRA healthcare continuation coverage payable for 18 months following the executive’s termination, assuming that the executive does not become eligible to receive healthcare coverage from a subsequent employer or otherwise becomes ineligible for COBRA healthcare continuation coverage during this period.

  45. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. For the most recently completed fiscal year, we did not use any financial performance measure to link Compensation Actually Paid to our NEOs to the Company’s performance; accordingly, this disclosure does not present a company-selected measure in the table below nor a tabular list of our most important performance measures, as permitted by the Securities and Exchange Commission. For further information regarding our performance-based approach to executive compensation and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis.”

  46. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income (Loss) ($ Millions)(5) | | | | | | | TSR ($) | Peer Group TSR ($) | | | 2023 | 3,719,061 | 3,730,478 | 1,026,666 | 1,042,395 | 24.45 | 118.87 | (95.9) | | 2022 | 3,497,622 | (1,088,019) | 892,363 | 601,344 | 27.74 | 113.65 | 28.3 | | 2021 | 2,516,170 | (16,112,693) | 611,020 | 230,396 | 67.70 | 126.45 | (92.2) | | 2020 | 20,409,916 | 41,484,902 | 1,168,689 | 1,740,335 | 186.13 | 126.42 | (170.5) |

  47. PAY VERSUS PERFORMANCE

    (1) Helen Sabzevari was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  48. PAY VERSUS PERFORMANCE

    | 2020 | 2021 | 2022-2023 | | Donald P. Lehr | Harry Thomasian Jr. | Harry Thomasian Jr. | | Jeffery Perez | Donald P. Lehr | Donald P. Lehr | | Rick Sterling | Jeffery Perez | Jeffery Perez | | Randal Kirk | Rick Sterling | Rutul Shah | | | Brad Osborne | | | | James V. Lambert | |

  49. PAY VERSUS PERFORMANCE

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  50. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 3,719,061 | (2,700,681) | 2,712,098 | 3,730,478 |

  51. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOS ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,026,666 | (496,530) | 512,259 | 1,042,395 |

  52. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  53. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Total – Inclusion of Equity Values for PEO ($) | | 2023 | 1,794,704 | (219,748) | 1,069,717 | 67,425 | 2,712,098 |

  54. PAY VERSUS PERFORMANCE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 393,948 | (24,822) | 139,775 | 3,358 | 512,259 |

  55. PAY VERSUS PERFORMANCE

    (4) The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. Reflects “Net Income (loss)” for each applicable year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the applicable years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company cumulative TSR over the four most recently completed fiscal years and the NASDAQ Biotechnology Index TSR over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income (loss) during the four most recently completed fiscal years.

  56. CEO PAY RATIO

    CEO PAY RATIO As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K (“Item 402(u)”), we are providing the following information about the relationship between the annual total compensation of our employees and the annual total compensation of Helen Sabzevari, Ph.D., our CEO during 2023. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u). Because Item 402(u) affords a large degree of flexibility in calculating the CEO pay ratio by allowing the use of reasonable estimates, assumptions and methodologies, the pay ratio disclosed by us below may not be comparable to pay ratio disclosures presented by other companies. For 2023, our last completed fiscal year: • as reported in the Summary Compensation Table, the annual total compensation of our CEO was $3,719,061 (see above for details on this calculation); and • the annual total compensation of our median employee (other than our CEO) was $118,000. Based on this information, for 2023, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 31 to 1. As permitted under 402(u), we elected to use the same median employee identified in 2022 in our 2023 pay ratio calculation, as we believe that there has been no change in our employee population or employee compensation arrangements that we believe would result in a significant change to our pay ratio disclosure for 2023. As disclosed in our 2022 proxy statement, to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the median employee, the methodology and the material assumptions, adjustments and estimates used were as follows: