DEF 14A of Zura Bio Ltd, Sep 13, 2024

DEF 14A of Zura Bio Ltd

Filed Sep 13, 2024 · FY20230001104659-24-099807

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Company’s Board is currently comprised of nine (9) nominees for director, each director being elected to serve until the next annual meeting or until their respective successors have been elected and qualified, or until their earlier death, resignation or removal. Under our Memorandum and Articles of Association (“MAA”), Amit Munshi, Arnout Ploos van Amstel, Jennifer Jarrett, Neil Graham, Parvinder Thiara, Robert Lisicki, Sandeep Kulkarni, Someit Sidhu and Steve Schoch are up for election at the Annual Meeting. At the Annual Meeting, the shareholders are being asked to elect each of Amit Munshi, Arnout Ploos van Amstel, Jennifer Jarrett, Neil Graham, Parvinder Thiara, Robert Lisicki, Sandeep Kulkarni, Someit Sidhu and Steve Schoch to our Board to hold office until the next annual general meeting of shareholders or until their respective successors have been elected and qualified, or, if sooner, until the director’s earlier death, resignation or removal.

  2. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

  3. INFORMATION REGARDING DIRECTOR NOMINEES

    INFORMATION REGARDING DIRECTOR NOMINEES Subsequent to shareholder approval of this proposal, the Board will have a total of nine (9) members as follows:

  4. INFORMATION REGARDING DIRECTOR NOMINEES

    | Name | Age | Position(s) | | Someit Sidhu | 35 | Director | | Robert Lisicki | 57 | Chief Executive Officer and Director | | Amit Munshi(1)(2) | 56 | Director, Chairman of the Board | | Sandeep Kulkarni(2)(3) | 43 | Director | | Arnout Ploos van Amstel(3) | 60 | Director | | Steve Schoch(1) | 65 | Director | | Jennifer Jarrett(1) | 53 | Director | | Neil Graham(3) | 65 | Director | | Parvinder Thiara(2)(3) | 39 | Director |

  5. INFORMATION REGARDING DIRECTOR NOMINEES

    (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating and Governance Committee The following biographical information is furnished as to each nominee for election as a director: Someit Sidhu has served as a director since March 2023. Dr. Sidhu was the Founder of the Company and served as Chief Executive Officer through April 2024. He is the Co-Founder and has been the CEO of Akaza Bioscience since 2019 and the CEO of Izana Bioscience since 2017 as well as the Co-Founder of Pathios Therapeutics. Dr. Sidhu has broad expertise covering various topics in the life sciences industry. Prior to these companies, he advised many large international pharmaceutical companies as a management consultant at McKinsey & Co, where he primarily focused on Pharmaceutical R&D and Portfolio Strategy. Dr. Sidhu gained medical experience during his time in Cardiology and General Surgery after graduating from the Oxford Medical School. We believe Dr. Sidhu is well-qualified to serve as a director due to his extensive operational and investment experience in the life sciences industry. Robert Lisicki has served as Chief Executive Officer and a director since April 2024 and was previously our President and Chief Operating Officer since January 2024. Mr. Lisicki is an experienced executive leader with a career spanning 30 years in the biopharmaceutical industry. Mr. Lisicki has been serving on the boards of Adiso Therapeutics and Cadrenal Therapeutics, Inc. since October 2023 and July 2023, respectively. He served as the Chief Commercial Officer at Arena Pharmaceuticals from October 2018 to March 2022, a prominent biopharmaceutical company acquired by Pfizer for $6.7 billion in 2022. At Arena, Mr. Lisicki had accountability for building the company’s global commercial infrastructure and contributed to its mergers and acquisitions activities totaling nearly $8.0 billion. Prior to Arena, Mr. Lisicki served as Vice President and General Manager of Inflammation and Cardiovascular at Regeneron Pharmaceuticals. In this dual role, he led both commercial and developmental initiatives. His career also includes senior leadership roles as CEO and Board Member, InCarda Therapeutics; CCO, Daiichi Sankyo, Inc.; and VP, Amgen, with his initial experience in sales and marketing at The Janssen Pharmaceutical Companies of Johnson & Johnson. He holds a Bachelor of Science degree in Finance and Economics from the State University of New York, Albany, New York. We believe Mr. Lisicki’s vast executive management and business experience in the global biopharmaceutical industry and in-depth knowledge of product development gives him the qualifications, attributes and skills to serve as one of our directors. Amit D. Munshi has served as Chairman of our Board since March 2023 and served as a director and the chairman of the board of directors of Legacy Zura since November 2022. Mr. Munshi also serves as a director of two U.S. subsidiaries of Zura: Zura Bio Inc. and Z33 Bio Inc. In addition, currently, Mr. Munshi is the Chief Executive Officer & President at ReNAgade Therapeutics. Mr. Munshi has also served as a member of the board of directors and audit committee of Galecto Inc. since January 2020. Prior to these roles, Mr. Munshi was President and Chief Executive Officer of Arena Pharmaceuticals Inc. from May 2016 to March 2022 and a member of their board of directors from June 2016 until March 2022, when Arena Pharmaceuticals was sold to Pfizer Inc. Mr. Munshi also served as a member of the board of directors and audit committee of Pulmatrix Inc. from June 2017 until March 2021. Previously, Mr. Munshi served as President and Chief Executive Officer and as a director of 288 Epirus Biopharmaceuticals, Inc., a biopharmaceutical company focused on biosimilars, and Percivia LLC, a biotechnology company which was sold to Johnson & Johnson. Subsequent to an asset sale, in July 2016, Epirus filed a voluntary Chapter 7 petition in the United States Bankruptcy Court for the District of Massachusetts. Prior to Epirus and Percivia, Mr. Munshi was a co-founder and served as Chief Business Officer of Kythera Biopharmaceuticals, Inc. from 2005 to 2010, which was sold to Allergan plc, and held multiple leadership positions at Amgen Inc. from 1997 to 2005, including General Manager, Nephrology Europe. He has served as the Chairman of the Board of Enterprise Therapeutics since January 2020. Mr. Munshi holds a B.S. in Economics and a B.A. in History from the University of California, Riverside, and an M.B.A. from the Peter F. Drucker School of Management at Claremont Graduate University. Mr. Munshi has more than 30 years of global biopharmaceutical industry experience in executive management, business development, product development and portfolio management. Mr. Munshi’s vast executive management and business experience in the global biopharmaceutical industry and in-depth knowledge of product development gives him the qualifications, attributes and skills to serve as one of our directors. Arnout Ploos van Amstel has served as a director since November 2023 and has more than 30 years of business and operations experience in a wide variety of executive leadership positions and geographies in Life Sciences/Biotech. Mr. Ploos van Amstel has consistently excelled in devising and implementing comprehensive strategies across Development, Medical, and Commercial-Access domains. He founded Apaxcel Life Sciences GmbH in April 2019, a consulting company that supports biopharma customers in creating strategies that accelerate outcomes. He is currently serving as strategic consultant through Apaxcel Life Sciences GmbH. He also founded MoonLake Immuntherapeutics AG, a biotech company dedicated to next-level therapies in inflammatory diseases, and served as its chief operating officer from January 2020 to February 2022. From July 2010 to March 2019, he worked as the President and Managing Director and then Senior Vice President for Novartis, leading its Global Business Unit Immunology/Dermatology where he achieved remarkable portfolio growth, notably with the success of COSENTYX® (secukinumab), XOLAIR® (omalizumab) for chronic spontaneous urticaria (CSU), and with the consistent growth of “orphan blockbuster” ILARIS® (canakinumab). Mr. Ploos van Amstel’s experience includes leadership roles at Wyeth Pharmaceuticals and Novartis with executive positions in the US, Canada, Greece, the Netherlands and Switzerland. He was born and raised in the Netherlands and holds a Master’s degree in Economics from the University of Groningen. We believe he is well-qualified to serve as a director due to his extensive leadership and strategic experience.

  6. INFORMATION REGARDING DIRECTOR NOMINEES

    Jennifer Jarrett has served as a director since March 2023 and with Legacy Zura since January 2023. Ms. Jarrett has served as Chief Operating Officer of Arcus Biosciences, a biotechnology company, since October 2020. From January 2019 through September 2020, she served as Vice President of Corporate Development and Capital Markets of Uber Technologies, a technology company, and from June 2018 to January 2019 served as Arcus Bioscience’s Chief Operating Officer and Chief Financial Officer and as its Chief Business Officer and Chief Financial Officer from March 2017 to June 2018. From March 2016 to October 2016, Ms. Jarrett was the Chief Financial Officer of Medivation, a commercial biopharmaceutical company, which was acquired by Pfizer. Before Medivation, Ms. Jarrett spent 20 years in investment banking, most recently at Citigroup where she ran the firm’s west coast life sciences investment banking practice, and prior to that at Credit Suisse and Donaldson, Lufkin & Jenrette. Ms. Jarrett currently serves on the board of Arcus Biosciences, Inc. and Syndax Pharmaceuticals, Inc., each of which is a publicly traded company, and previously served on the boards of Arena Pharmaceuticals, Inc., Audentes Therapeutics, Inc. and Consonance-HFW Acquisition Corp. Ms. Jarrett received a B.A. in Economics from Dartmouth College and her M.B.A. from the Stanford Graduate School of Business. We believe she is well-qualified to serve as a director due to her extensive finance and operational experience. Neil Graham M.B.B.S., M.D., M.P.H., has served as a director since March 2023 and with Legacy Zura since January 2023. Dr. Graham, is an expert in immunology and inflammation with more than 30 years’ experience in global drug development and commercialization, crossing early and late-stage clinical trials in dermatology, allergy, rheumatology, virology, and pulmonology. From February 2021 to January 2022, Dr. Graham served as Chief Medical Officer of Tiziana Life Sciences LTD, a biotechnology company. Prior to Tiziana, Dr. Graham was VP-Strategic Program Direction & Immunology at Regeneron Pharmaceuticals, Inc. from April 2010 to January 2020. In previous roles, Dr. Graham served as Senior Vice President-Program & Portfolio at Vertex, Inc. from April 2007 to November 2009 and SVP-Program & Portfolio Management at Trimeris, Inc. from June 2005 to February 2007. Dr. Graham occupied the position of Chief Operating Officer at XTL Biopharmaceuticals Ltd. from January 2002 to June 2005 and was an Associate Professor at Johns Hopkins Bloomberg School of Public Health from October 1989 to March 1997. Dr. Graham currently serves on the boards of ASLAN Pharmaceuticals and Pharmaxis Ltd. Dr. Graham holds an MD, MPH, MBBS from the University of Adelaide. We believe he is well-qualified to serve as a director due to his extensive scientific and operational experience. Parvinder Thiara has served as a member of our Board since June 2022. Mr. Thiara founded Athanor Capital in January 2017, a New York-based hedge fund manager, and currently serves as its Chief Investment Officer. Mr. Thiara has also served as a member of Tourmaline Bio, Inc.’s board of directors since September 2022. Previously, Mr. Thiara held various roles at D.E. Shaw & Co., including most recently as a Senior Vice President. Mr. Thiara earned a B.A. degree in Chemistry from Harvard College and an M.Sc. degree in Theoretical Chemistry from Oxford University as a Rhodes Scholar. We believe Mr. Thiara is qualified to serve as a director due to his medical and scientific background, combined with his significant experience as a manager and investor in the life sciences industry. Sandeep C. Kulkarni, M.D., has served as a director of Zura since March 2023 and served as a director of Legacy Zura since March 2022. He is currently the Chief Executive Officer and co-founder of Tourmaline Bio, Inc., since September 2021. Prior to this, Dr. Kulkarni was a Managing Director at KVP Capital (“KVP”) from August 2020 to June 2022. Prior to KVP, Dr. Kulkarni served in multiple roles at RoivantSciences from July 2018 to June 2020, including as the Chief Operating Officer of its subsidiary, lmmunovant, Inc., Vice President Special Projects, and Ombudsman to the Investment Committee. From September 2017 to February 2018, Dr. Kulkarni was Senior Investment Analyst at Consonance Capital, a healthcare investment firm, and Investment Analyst on the Life Sciences team at QVT Financial LP from April 2013 to August 2017. From August 2009 to May 2012, Dr. Kulkarni was a consultant, then Project Leader at the Boston Consulting Group, Inc., where he focused on the biopharma sector. Dr. Kulkarni earned a B.A. in Economics from Harvard College and an M.D. from the University of California, San Francisco. We believe he is well-qualified to serve as a director due to his extensive leadership and finance experience. Steve Schoch has served as a director of Zura since March 2023 and served as a director of Legacy Zura since January 2023. He served as a member of the board of directors of Arena Pharmaceuticals and chaired the Audit Committee from June 2021 until the company was acquired by Pfizer in March 2022. Mr. Schoch currently serves as Chief Operating Officer and Chief Financial Officer of FLYR Labs, a position he has held since 2022. Prior to joining FLYR Labs, Mr. Schoch served as Chief Financial Officer at 23andMe, Inc. from 2018 to 2022. Mr. Schoch served as the Chief Executive Officer of Miramax Films NY, LLC from 2012 – 2017, with overlapping service as Miramax’s Chief Financial Officer from 2011 to 2017. From 2001 to 2010, Mr. Schoch held various senior financial positions at Amgen, Inc., including Corporate Controller and divisional Financial Vice President. He served as the Executive Vice President and Chief Financial Officer of eToys, Inc. from 1999 to 2001. Prior to eToys, Inc., Mr. Schoch held a variety of financial positions in the media industry, including at The Walt Disney Company and the Times Mirror Company. Mr. Schoch holds a B.S. in Civil Engineering degree from Tufts University and a M.B.A. degree from the Tuck School of Business Administration, Dartmouth College. We believe he is well-qualified to serve as a director due to his extensive leadership and finance experience.

  7. Guidelines for Selecting Director Nominees

    Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which are specified in the nominating and governance committee charter, generally provide that persons to be nominated: • should have demonstrated notable or significant achievements in business, education or public service; • should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and • should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. The nominating and governance committee considers a number of qualifications relating to management and leadership experience, background, integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix (including gender, ethnic background and country of origin) of board members. The nominating and governance committee does not distinguish among nominees recommended by shareholders and other persons.

  8. Summary Compensation Table

    Summary Compensation Table

  9. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Someit Sidhu(5)(6) Former Chief Executive Officer | 2023 | 415,519 | 131,991 | — | 10,202,828 | — | 10,750,338 | | Verender Badial(6) Chief Financial Officer | 2023 | 328,505 | 133,496 | — | 3,008,526 | — | 3,470,527 | | Kim Davis Chief Legal Officer | 2023 | 425,000 | 274,250 | 2,580,076 | 1,580,520 | 7,438 | 4,867,284 | | Michael Howell Chief Scientific Officer | 2023 | 394,167 | 165,000 | 599,430 | 1,458,944 | 8,450 | 2,625,991 | | Chris Cabell(7) Former Chief Medical Officer and Executive Vice President | 2023 | 438,360 | 264,920 | 849,194 | 2,066,835 | 9,400 | 3,628,709 | | Preston Klassen(8) Former President and Chief Operating Officer | 2023 | 111,889 | 196,800 | — | 4,249,585 | — | 4,558,274 |

  10. Summary Compensation Table

    (1) The amounts in this column represent the total annual performance-based cash bonuses paid to our named executive officers other than Dr. Klassen for the year ending December 31, 2023 and, as applicable, sign-on cash bonuses paid during the year ending December 31, 2023 in the following amounts: Ms. Davis — $121,250, Dr. Howell — $45,000, Dr. Cabell — $170,920 and Dr. Klassen — $196,800. The amounts reported in this column represent the aggregate grant date fair value of restricted stock unit awards (“RSUs”) granted to our named executive officers, computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 2 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our named executive officers, computed in accordance with FASB ASC Topic 718. For Dr. Klassen only, $601,396 of the amount reported in this column represents the incremental fair value of the accelerated vesting of his unvested options that were outstanding as of his termination on April 11, 2023 pursuant to the terms of his separation agreement with the Company, as described below in the narrative to this Summary Compensation Table under the heading “Potential Payments Upon Termination or Change in Control.” The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 2 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. (4) The amounts reported in this column for Ms. Davis and Drs. Howell and Cabell represent employer matching contributions to their respective 401(k) plan contributions during the relevant year. (5) Dr. Sidhu resigned from his role as the Company’s Chief Executive Officer effective April 8, 2024. He continues to serve on the Board as a non-independent director. (6) The compensation reported in this table for Dr. Sidhu and Mr. Badial has been converted from GBP to USD using the average exchange rate for the year ended December 31, 2023 of 1 GBP = USD$1.24. (7) Dr. Cabell resigned from the Company effective January 15, 2024. (8) Dr. Klassen resigned from the Company effective April 11, 2023.

  11. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Regardless of the manner in which a named executive officer’s service terminates, each named executive officer is entitled to receive amounts earned during his or her term of service, including unpaid salary and unused vacation.

  12. Outstanding Equity Awards at Fiscal Year-End Table

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

  13. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | Name | Date Granted | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Someit Sidhu | 5/18/2023(2) | — | 1,950,000 | 0.01 | 5/18/2033 | — | — | | Verender Badial | 5/18/2023(2) | — | 575,000 | 0.01 | 5/18/2033 | — | — | | Kim Davis | 3/15/2023(3) | — | 206,547 | 1.20 | 3/15/2033 | — | — | | | 5/18/2023(4) | — | — | — | — | 492,381 | 2,299,419 | | Michael Howell | 3/15/2023(3) | — | 190,659 | 1.20 | 3/15/2033 | — | — | | | 5/18/2023(4) | — | — | — | — | 114,395 | 534,225 | | Chris Cabell | 3/15/2023(3) | — | 270,100 | 1.20 | 3/15/2033 | — | — | | | 5/18/2023(4) | — | — | — | — | 162,060 | 756,820 | | Preston Klassen | 3/15/2023(5) | 59,594 | — | 1.20 | 3/15/2033 | — | — |

  14. Outstanding Equity Awards at Fiscal Year-End Table

    (1) This amounts in this column represent the market value of the shares of our common stock underlying the stock awards as of December 31, 2023, based on the closing price of our common stock, as reported on Nasdaq, of $4.67 per share on December 29, 2023, the last trading day of the 2023 fiscal year. (2) This option award, which was granted under our 2023 Plan, vests over a period of four years with 25% of the shares underlying the option having vested on May 18, 2024 and 2.083% of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. (3) This option award, which was granted under our 2023 Plan, vests over a period of four years with 25% of the shares underlying the option vesting having vested March 15, 2024 and 2.083% of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. (4) This RSU award, which was granted under our 2023 Plan, vests over a period of four years with 25% of the RSUs subject to the award having vested on May 18, 2024 and 25% of the RSUs subject to the award vesting on each of the next three anniversaries of the grant date, subject to continued service through each vesting date. (5) Dr. Klassen forfeited all other outstanding equity awards at the time of his termination of employment in April 2023.

  15. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information regarding the compensation of our non-employee directors earned for service on our Board during the year ended December 31, 2023. Dr. Sidhu, our Founder and former Chief Executive Officer, was also a member of our Board in 2023 but did not receive any additional compensation for his service as a director during 2023. The compensation of Dr. Sidhu is set forth in the section titled “Executive Compensation — Summary Compensation Table.”

  16. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Amit Munshi | $89,000 | $4,079,943 | $7,017,387 | $11,186,330 | | Garry Neil(3) | $51,522 | — | $128,327 | $179,849 | | Jennifer Jarrett | $58,000 | — | $128,327 | $186,327 | | Neil Graham | $56,000 | — | $128,327 | $184,327 | | Sandeep Kulkarni | $68,000 | — | $835,817 | $903,817 | | Steve Schoch | $66,000 | — | $128,327 | $194,327 | | Parvinder Thiara | $47,076 | — | — | $47,076 | | Arnout Ploos van Amstel(4) | $8,065 | — | — | $8,065 |

  17. DIRECTOR COMPENSATION

    (1) The amount reported in this column represents the grant date fair value of an RSU award granted to Mr. Munshi, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU award reported in this column are set forth in Note 2 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. On June 12, 2023, in connection with the closing of the Business Combination, Mr. Munshi’s RSU award was converted to an award of restricted stock covering the same number of Class A Ordinary shares and was subject to the same vesting schedule as the original RSU award, as further described below in the narrative to this Director Compensation Table under the heading “2023 Director Compensation Program.” The conversion of Mr. Munshi’s RSU award to an award of restricted stock resulted in no change in reportable compensation for the year ended December 31, 2023. As of December 31, 2023, our non-employee directors held the following outstanding stock awards: Mr. Munshi — 499,993 shares of restricted stock. (2) The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our non-employee directors, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 2 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023, our non-employee directors held outstanding option awards covering the following number of our Class A ordinary shares: Mr. Munshi — 1,436,373; Ms. Jarrett — 20,406; Dr. Graham — 20,406; Dr. Kulkarni — 553,386; and Mr. Schoch — 20,406. Upon his resignation from the Board in November 2023, Dr. Neil forfeited the options granted to him in the year ended December 31, 2023, all of which were unvested as of the effective date of his resignation, in accordance with the terms of such options. (3) Dr. Neil resigned from the Board effective November 2023. (4) Mr. Ploos van Amstel was appointed to the Board effective November 2023.

  18. Narrative to Director Compensation Table

    Narrative to Director Compensation Table

  19. 2023 Director Compensation Program

    2023 Director Compensation Program Each non-employee director received the following compensation for service on our Board in 2023: • an annual cash retainer of $50,000 (plus an additional $25,000 for the non-executive chair of our Board); an additional annual cash retainer of $8,000, $6,000 and $6,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating and Governance Committee, respectively; an additional annual cash retainer of $16,000, $12,000 and $10,000 for service as chair (in lieu of the additional annual cash retainer for services as a member) of the Audit Committee, Compensation Committee and the Nominating and Governance Committee, respectively; • an initial option grant to purchase 53,766 of our Class A ordinary shares on the date of each such non-employee director’s appointment to our Board; and • an annual option grant to purchase 26,993 of our Class A ordinary shares on the date of each of our annual stockholder meetings. We also reimburse all of our non-employee directors for their reasonable out of pocket expenses incurred in attending Board and committee meetings. Each of the option grants described above was granted under our 2023 Plan. Each initial option grant will vest and become exercisable subject to the director’s continuous service to us through each of the first three anniversaries of the date of grant or the next annual stockholder meeting. Each annual option grant will vest and become exercisable subject to the director’s continuous service to us through the first anniversary of the date of grant. The term of each option will be ten years, subject to earlier termination as provided in our 2023 Plan. In his role as Chairman of the Board in 2023, Mr. Munshi also received the following equity grants in accordance with the terms of his offer letter with the Company, dated as of March 2, 2023 (the “Munshi Offer Letter”): • an award of 499,993 RSUs under our 2023 Plan, which, in connection with the closing of the Business Combination and pursuant to an amendment to the Munshi Offer Letter dated as of June 12, 2023, was converted to an award of 499,993 restricted Class A ordinary shares of the Company. The restricted stock award, which is subject to the same vesting schedule that applied to the award of RSUs prior to its conversion to restricted stock, vests over a period of four years with 25% of the shares subject to the award having vested on March 15, 2024 and 25% of the shares subject to the award vesting on each of the next three anniversaries of the grant date, subject to continued service through each vesting; • a grant of performance options under our 2023 Plan with a grant date fair value of approximately $2,500,000, which become exercisable if the 20-day volume-weighted average price of the Company’s Class A ordinary shares is over $30 per share at any time prior to the fifth anniversary of the closing of the Business Combination while Mr. Munshi remains Chairman of the Board; and a grant of options to be issued outside of our 2023 Plan in an amount equal to six percent (6%) of the capital raised (subject to certain exclusions and a minimum offering price) while Mr. Munshi remains Chairman of the Board. The terms of our 2023 Plan are applicable for purposes of administering and interpreting this grant; however, the Class A ordinary shares of the Company subject to this grant do not count against our 2023 Plan’s share reserve nor is this grant subject to the limit on non-employee director compensation provided under Section 5 of our 2023 Plan.