DEF 14A of Scholar Rock Holding Corp, Apr 11, 2025

DEF 14A of Scholar Rock Holding Corp

Filed Apr 11, 2025 · FY20240001104659-25-033970

Open on EDGAR

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

    PROPOSAL NO. 1 — ELECTION OF CLASS I DIRECTORS Our Board of Directors currently consists of ten members. In accordance with the terms of our certificate of incorporation and bylaws, our Board of Directors is divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: • the Class I directors are Srinivas Akkaraju, M.D., Ph.D., Jay Backstrom, M.D., M.P.H. and Joshua Reed, and their terms will expire at the Annual Meeting of stockholders to be held this year; • the Class II directors are David Hallal (Chair), Kristina Burow, Michael Gilman, Ph.D. and Katie Peng and their terms will expire at the Annual Meeting of stockholders to be held in 2026; and • the Class III directors are Richard Brudnick, Jeffrey S. Flier, M.D. and Akshay Vaishnaw, M.D., Ph.D., and their terms will expire at the Annual Meeting of stockholders to be held in 2027. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the Annual Meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our Board of Directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote of a majority of our directors then in office. Our Board of Directors has nominated Srinivas Akkaraju, M.D., Ph.D., Jay Backstrom, M.D., M.P.H. and Joshua Reed for election as the Class I directors at the Annual Meeting. The nominees are presently directors, and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors.

  2. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table identifies our nominees for Class I directors and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2025.

  3. Nominees for Election as Class I Directors

    | Name | Positions and Offices Held with Scholar Rock | Director Since | Age | | Srinivas Akkaraju, M.D., Ph.D. | Director | 2022 | 57 | | Jay Backstrom, M.D., M.P.H. | President, Chief Executive Officer and Director | 2022 | 70 | | Joshua Reed | Director | 2021 | 52 |

  4. Nominees for Election as Class I Directors

    Srinivas Akkaraju, M.D., Ph.D. has served as a director since July 2022. Since March 2017, Dr. Akkaraju has been Managing General Partner at Samsara BioCapital, a firm that he founded. Dr. Akkaraju is a member of the Board of Directors for Alumis, Inc., Mineralys Therapeutics Inc., vTv Therapeutics, Inc., and Inventiva S.A. Dr. Akkaraju previously served as director of Syros Pharmaceuticals, Inc., Chinook Therapeutics, Inc., Intercept Pharmaceuticals, Inc., Jiya Acquisition Corp., Seattle Genetics, Inc., and Principia Biopharma, Inc. Dr. Akkaraju received his M.D. and a Ph.D. in Immunology from Stanford University. He received his undergraduate degrees in Biochemistry and Computer Science from Rice University. Our Board of Directors believes that Dr. Akkaraju’s biotechnology investment experience qualifies him to serve on our Board of Directors. Jay Backstrom, M.D., M.P.H. has served as a director and our President and Chief Executive Officer since September 2022. Prior to joining Scholar Rock, from December 2019 to December 2021, Dr. Backstrom served as Executive Vice President, Research and Development at Acceleron Pharma, which was acquired by Merck in 2021. Dr. Backstrom previously served as Chief Medical Officer of Celgene Corporation from April 2016 to December 2019, having served in other roles at Celgene from March 2008 to March 2016. Dr. Backstrom is a member of the Board of Directors for Lava Therapeutics N.V., and Be BioPharma, Inc. Dr. Backstrom previously served as a director of Disc Medicine, Inc. and Autolus Therapeutics PLC. Dr. Backstrom earned his M.D. from Temple University School of Medicine, and holds an M.P.H. From St. Louis University School of Public Health. Our Board of Directors believes that Dr. Backstrom’s extensive scientific experience and his leadership skills qualify him to serve on our Board of Directors. Joshua Reed has served as a director since March 2021. Mr. Reed previously served as Chief Financial Officer of Omega Therapeutics, Inc., from May 2022 to May 2024, where he was responsible for finance, investor relations, and information technology. From July 2018 until May 2022, Mr. Reed served as Chief Financial Officer of Aldeyra Therapeutics, Inc., where he was responsible for finance, business development, investor relations, compliance, human resources, and information technology. Prior to joining Aldeyra, from June 2016 to July 2018, Mr. Reed served as Vice President and Head of Finance for Bristol-Myers Squibb’s (“BMS”) United States and Puerto Rico operations, a $12 billion business unit. Prior to that, Mr. Reed held roles of increasing responsibility at BMS, including positions in financial planning and analysis, supply chain finance, operations finance, and mergers and acquisitions. Mr. Reed received a B.S. in Finance from Rutgers University and an M.B.A. with concentrations in Finance and Corporate Strategy from the University of Michigan’s Ross School of Business. Our Board of Directors believes that Mr. Reed’s years of pharmaceutical industry, financial operations, strategy, and investment banking experience qualifies him to serve on our Board of Directors.

  5. Directors Not Standing for Election or Re-Election

    Directors Not Standing for Election or Re-Election The following table and paragraphs identify our directors who are not standing for election or re-election at this year’s Annual Meeting, and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2025.

  6. Directors Not Standing for Election or Re-Election

    | Name | Positions and Offices Held with Scholar Rock | Director Since | Class and Year in Which Term Will Expire | Age | | David Hallal | Director | 2017 | Class II — 2026 | 58 | | Kristina Burow | Director | 2014 | Class II — 2026 | 51 | | Michael Gilman, Ph.D. | Director | 2013 | Class II — 2026 | 70 | | Katie Peng | Director | 2024 | Class II — 2026 | 54 | | Richard Brudnick | Director | 2022 | Class III — 2027 | 68 | | Jeffrey S. Flier, M.D., M.P.H. | Director | 2022 | Class III — 2027 | 77 | | Akshay Vaishnaw, M.D., Ph.D. | Director | 2021 | Class III — 2027 | 62 |

  7. Class II Directors

    Class II Directors David Hallal has served as the Chairman of our Board of Directors since July 2017. He also serves as the Chairman of the Board of Directors of iTeos Therapeutics SA and as a member of the Board of Directors of Seer Biosciences, Inc. Since December 2017, Mr. Hallal has served as Chairman and Chief Executive Officer of ElevateBio, LLC. From September 2018 until May 2021, Mr. Hallal served as Chairman and Chief Executive Officer of AlloVir, Inc. and since May 2021, serves as its Executive Chairman. Prior to that, Mr. Hallal served in executive roles of increasing responsibility at Alexion Pharmaceuticals, Inc., most recently serving as Chief Executive Officer and a board member. Prior to his role as Chief Executive Officer, Mr. Hallal served Alexion as Chief Operating Officer and a board member as well as Chief Commercial Officer and Head of Commercial Operations. Mr. Hallal holds a B.A. in psychology from the University of New Hampshire. Our Board of Directors believes that Mr. Hallal’s experience as an executive at numerous pharmaceutical companies qualifies him to serve as our Chairman of the Board of Directors. Kristina Burow has served as a director since August 2014. Ms. Burow is a Managing Director with ARCH Venture Partners and is focused on the creation and development of biotechnology, pharmaceutical and health tech companies. Since joining ARCH in 2002, Ms. Burow has risen from Associate to Managing Director and has played a significant role in the growth of ARCH’s life science portfolio, including multiple public companies exceeding billion dollar valuations. Ms. Burow has participated in and led investments in a number of other ARCH portfolio companies including Erasca, Inc., Dewpoint Therapeutics, Inc., Mindstrong Health, Aledade, Inc., Kura Oncology, Inc., KYTHERA Biopharmaceuticals Inc. (acquired by Allergan), and Ikaria, Inc. (acquired by Mallinckrodt Pharmaceuticals). Prior to joining ARCH, Ms. Burow was an Associate with the Novartis BioVenture Fund in San Diego. As an early employee at the Genomics Institute of the Novartis Research Foundation (GNF), she directed Chemistry Operations and was active in Business Development where she helped create numerous companies as spin-outs from GNF. Ms. Burow is a board member of Neumora Therapeutics, Inc., Beam Therapeutics, Inc., and Boundless Bio, Inc. She is also a board member of several private companies. Ms. Burow previously was a co-founder and board member of Receptos, Inc. (acquired by Celgene) and also previously served as a director of Metacrine, Inc., Vir Biotechnology, Unity Biotechnology, Inc., Gossamer Bio, Inc. and Sienna Biopharmaceuticals, Inc. Ms. Burow holds a M.B.A. from the University of Chicago, a M.A. in Chemistry from Columbia University and a B.S. in Chemistry from the University of California, Berkeley. Our Board of Directors believes that Ms. Burow’s extensive experience investing in biopharmaceutical and biotechnology companies and her experience on Boards of Directors in the medical industry qualifies her to serve on our Board of Directors. Michael Gilman, Ph.D. has served as a director since November 2013. Mr. Gilman is currently Chief Executive Officer for Arrakis Therapeutics, Inc., a role he has served in since 2016. From October 2016 to April 2019, Mr. Gilman was Chief Executive Officer for Obsidian Therapeutics, Inc. Previously, from 2014 to 2016, Mr. Gilman was Founder and Chief Executive Officer of Padlock Therapeutics, Inc. Mr. Gilman is on the board of directors of several private companies. Mr. Gilman was a postdoctoral fellow with Dr. Robert Weinberg at the Whitehead Institute. He holds a Ph.D. in Biochemistry from University of California, Berkeley, and a S.B. in Life Sciences from the Massachusetts Institute of Technology. Our Board of Directors believes that Mr. Gilman’s extensive experience in the pharmaceuticals industry qualifies him to serve on our Board of Directors. Katie Peng has served as a director since February 2024. Ms. Peng is currently the Chief Commercial Officer and member of the management team at Denali Therapeutics, a role she has served in since September 2021. From November 2019 to September 2021, Ms. Peng served as Senior Vice President, OMNI Business Unit Head of Genentech, Inc, where she was responsible for the neurology, ophthalmology, immunology, respiratory and rare disease portfolio and from April 2017 to October 2019 she served as Senior Vice President, IMPACT Business Unit Head. Ms. Peng is a member of the Board of Directors for Adicet Bio, Inc. Ms. Peng received a B.A. in Biology from the University of California, Berkeley and an M.B.A. with concentrations in Marketing and Finance from the Kelley School of Business, Indiana University. Our Board of Directors believes that Ms. Peng’s experience as an executive at pharmaceutical companies launching commercial drugs globally qualifies her to serve on our Board of Directors.

  8. Class III Directors

    Class III Directors Richard H. Brudnick has served as a director since April 2023. Mr. Brudnick joined Prime Medicine, Inc. in July 2022, and currently serves as Chief Business Officer. Prior to joining Prime Medicine from June 2018 to June 2022, Mr. Brudnick was Chief Business Officer and Head of Strategy for Codiak BioSciences, Inc. From May 2016 to March 2018, Mr. Brudnick was Executive Vice President of Business Development and Alliance Management at Bioverativ, Inc., and Mr. Brudnick served as Biogen Inc.’s Senior Vice President of Corporate Development from August 2014 until May 2016. Mr. Brudnick is a member of the Board of Directors for InflaRx N.V. Mr. Brudnick previously served as a director of Volition RX Limited. Mr. Brudnick received a B.S. and M.S. in Management Science from the Massachusetts Institute of Technology. Our Board of Directors believes that Mr. Brudnick’s biotechnology leadership experience qualifies him to serve on our Board of Directors. Jeffrey S. Flier, M.D. has served as a director since October 2016. Since August 2016, Dr. Flier has served as the Higginson Professor of Physiology and Medicine and Harvard University Distinguished Service Professor, and from 2007 to August 2016 served as the twenty-first Dean of the Faculty of Medicine at Harvard University. An elected member of the National Academy of Medicine and a fellow of the American Academy of Arts and Sciences, his many honors include the Eli Lilly Award of the American Diabetes Association, and the Berson Lecture of the American Physiological Society. He was the recipient of the 2005 Banting Medal from the American Diabetes Association, its highest scientific honor. Dr. Flier received his B.S. from City College of New York and his M.D. from Mount Sinai School of Medicine with highest academic honors, and he completed his residency training at Mount Sinai School of Medicine. Our Board of Directors believes that Dr. Flier’s extensive medical and scientific experience and his leadership skills qualify him to serve on our Board of Directors. Akshay Vaishnaw, M.D., Ph.D. has served as a director since May 2019. Dr. Vaishnaw has been a venture partner at Atlas Venture since March 2024. From September 2023 to December 2024, Dr. Vaishnaw served as Chief Innovation Officer and Member of the Scientific Advisory Board at Alnylam Pharmaceuticals. From January 2022 to September 2023, Dr. Vaishnaw served as President of Alnylam and from March 2018 to January 2022, he served as President R&D. Dr. Vaishnaw also served in various other roles of increasing responsibility at Alnylam since joining in 2006. Dr. Vaishnaw serves on the board of directors for Hemab Inc. since January 2024. Dr. Vaishnaw previously served on the board of directors for Editas Medicine, Inc. He received his M.D. from the University of Wales College of Medicine, U.K., and his Ph.D. from the University of London, U.K., in molecular immunology. He is a Fellow of the Royal College of Physicians, U.K. Our Board of Directors believes that Dr. Vaishnaw’s extensive medical, drug development and business experience, combined with his leadership skills, qualify him to serve on our Board of Directors.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below shows all compensation paid to our non-employee directors during 2024.

  10. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2)(3) | Stock Awards ($)(2)(3) | Total ($) | | David Hallal | 175,732 | 112,257 | 112,860 | 400,849 | | Srinivas Akkaraju, M.D., Ph.D. | 51,140(4) | 112,257 | 112,860 | 276,257 | | Richard Brudnick | 53,640 | 112,257 | 112,860 | 278,757 | | Kristina Burow | 57,824 | 112,257 | 112,860 | 282,941 | | Jeffrey S. Flier, M.D. | 63,640 | 112,257 | 112,860 | 288,757 | | Michael Gilman, Ph.D. | 58,232 | 112,257 | 112,860 | 283,349 | | Amir Nashat, Sc.D. | 25,687(5) | — | — | 25,687 | | Katie Peng | 43,805 | 439,866(6) | 435,166(6) | 918,837 | | Joshua Reed | 63,640 | 112,257 | 112,860 | 288,757 | | Akshay Vaishnaw, M.D., Ph.D. | 56,140 | 112,257 | 112,860 | 281,257 |

  11. DIRECTOR COMPENSATION

    (1) Amounts reported represent cash retainer payments made pursuant to our Non-Employee Director Compensation Policy for services performed during the period from January 1, 2024 through December 31, 2024. (2) Amounts reported reflect the aggregate grant date fair value of option awards granted during 2024 calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation - Stock Compensation. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 10 to our financial statements for the year ended December 31, 2024. These amounts do not correspond to the actual value that may be recognized by the named director upon vesting or exercise of such awards. (3) As of December 31, 2024, each director held options to purchase shares of the Company’s common stock and outstanding restricted stock units as follows:

  12. DIRECTOR COMPENSATION

    | Name | Number of Shares Underlying Options | Number of Restricted Shares | | David Hallal | 265,198 | 13,500 | | Srinivas Akkaraju, M.D., Ph.D. | 110,000 | 13,500 | | Richard Brudnick | 74,000 | 13,500 | | Kristina Burow | 133,274 | 13,500 | | Jeffrey S. Flier, M.D. | 138,089 | 13,500 | | Michael Gilman, Ph.D. | 148,588 | 13,500 | | Amir Nashat, Sc.D. | — | — | | Katie Peng | 41,767 | 23,874 | | Joshua Reed | 97,600 | 13,500 | | Akshay Vaishnaw, M.D., Ph.D. | 138,429 | 13,500 |

  13. DIRECTOR COMPENSATION

    (4) Dr. Akkaraju earned cash compensation under our Non-Employee Director Compensation Policy, which was paid directly to Dr. Akkaraju’s employer. (5) Mr. Nashat earned cash compensation during the period January 1, 2024 through June 27, 2024 under our Non-Employee Director Compensation Policy, which was paid directly to Mr. Nashat’s employer. Mr. Nashat stepped down from the Board of Directors in June 2024. Ms. Peng joined the Board of Directors in February 2024. Following her election to the board of directors, Ms. Peng received an option to purchase 35,767 shares and 26,825 restricted stock units in April 2024, in accordance with the terms of the Non-Employee Director Compensation Policy. Additionally, Ms. Peng received an option to purchase 6,000 shares and 4,500 restricted stock units in June 2024, in accordance with the terms of the Non-Employee Director Compensation Policy. The grant date fair value of each award reflects the share price on the date of each respective grant. Under our Non-Employee Director Compensation Policy, as amended from time to time, we pay our non-employee directors a cash retainer for service on the Board of Directors and for service on each committee of the Board of Directors on which the director serves as a member. In addition, each non-employee director elected or appointed to our Board of Directors is granted an equity award following such director’s election or appointment to the Board of Directors and at each of our annual shareholder meetings (other than a director who was appointed or elected to our Board of Directors within three months prior to such annual meeting), subject to certain vesting conditions, provided the director continues to serve on our Board of Directors on the applicable vesting date. Our Non-Employee Director Compensation Policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Non-employee director compensation under this policy is reviewed by our compensation committee on a regular basis and the compensation committee engages a compensation consultant to assist the compensation committee in its review. Any changes to non-employee director compensation are reviewed and approved by our Board of Directors. Cash retainer fees to directors are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our Board of Directors or a particular committee. As of December 31, 2024, the fees paid to non-employee directors for service on the Board of Directors and for service on each committee of the Board of Directors on which the director is a member are as follows:

  14. DIRECTOR COMPENSATION

    | | 2024 Annual Retainer | | Board of Directors: | | | Nonemployee member | $45,000* | | Additional fee for Non-Executive Chair of the Board | $115,000 | | Audit Committee: | | | Member | $10,000 | | Additional fee for Chair | $10,000 | | Compensation Committee: | | | Member | $7,500* | | Additional fee for Chair | $7,500* | | Nominating and Corporate Governance Committee: | | | Member | $5,000 | | Additional fee for Chair | $5,000 | | Science, Innovation and Technology Committee: | | | Member | $7,500 | | Additional fee for Chair | $7,500 |

  15. DIRECTOR COMPENSATION

    * On April 9, 2024, our Non-Employee Director Compensation Policy was revised to increase the Board Member retainer from $40,000 to $45,000, to increase Compensation Committee Member retainer from $6,000 to $7,500, and to increase the Compensation Committee Chair additional cash retainer from $6,000 to $7,500. In addition, each non-employee director elected or appointed to our Board of Directors is granted a one-time equity award (the “Initial Equity Grant”) upon such director’s election or appointment to the Board of Directors, which vests monthly over three years, subject to continued service through such vesting dates. Through March 31, 2024, the Initial Equity Grant with respect to newly-appointed directors was an option to purchase 72,000 shares of our common stock. On April 9, 2024, our Non-Employee Director Compensation Policy was revised to adjust the equity mix from 100% stock options to a mix of stock options and restricted stock units. Under the revised policy, newly elected directors receive an option to purchase 36,000 shares of common stock and 27,000 restricted stock units, provided that the total value of the Initial Equity Grant does not exceed $800,000 in the aggregate at the time of grant. On the date of each annual meeting of stockholders of our company, each non-employee director (other than a director who was appointed or elected to the Board of Directors within three months prior to such annual meeting) is granted an equity award (the “Annual Equity Grant”), which vests in full on the earlier to occur of the first anniversary of the date of grant or the next scheduled annual meeting, subject to continued service as a director through such vesting date. On April 9, 2024 our Non-Employee Director Compensation Policy was revised to provide that the Annual Equity Grant shall be comprised of an option to purchase 18,000 shares of common stock and 13,500 restricted stock units, provided that the total value of this Annual Equity Grant does not exceed $400,000 in the aggregate at the time of grant. We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board of Director and committee meetings.

  16. Summary Compensation Table for Fiscal 2024

    Summary Compensation Table for Fiscal 2024 The following table presents the compensation awarded to, earned by or paid to (i) each individual who served as our principal executive officer (PEO) during the fiscal year ended December 31, 2024 and (ii) the two most highly-compensated executive officers (other than the principal executive officer) who were serving as executive officers on December 31, 2024. The following table also presents information regarding the compensation awarded to, earned by, and paid to each such individual during the fiscal year ended December 31, 2024, to the extent he or she was a named executive officer for such year.

  17. Summary Compensation Table for Fiscal 2024

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Award ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jay Backstrom, M.D., M.P.H. President, and Chief Executive Officer | 2024 | 649,500 | 3,374,989 | 3,457,723 | 487,500 | 22,221(4) | 7,991,933 | | | 2023 | 623,538 | 1,500,000 | 1,540,180 | 430,560 | 17,575 | 4,111,853 | | Jing Marantz, Chief Medical Officer | 2024 | 492,461 | 1,147,466 | 1,175,649 | 246,500 | 16,224(4) | 3,078,300 | | Mo Qatanani, Chief Scientific Officer | 2024 | 458,769 | 1,113,762 | 1,141,037 | 230,000 | 15,912(4) | 2,959,480 |

  18. Summary Compensation Table for Fiscal 2024

    (1) Except as set forth below, the amounts reported reflect the aggregate grant date fair value of restricted stock units or option awards granted during the year calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation — Stock Compensation. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. For information regarding assumptions underlying the valuation of this stock award, see Note 10 to our financial statements for the year ended December 31, 2024. (2) Amounts reflect the actual cash incentive bonuses received by our named executive officers for performance of services in 2024 and 2023, as indicated, and were paid in the subsequent year. Bonuses were based upon achievement of corporate performance goals as determined by the Board of Directors. (3) Amounts consist of group term life insurance and long-term disability, HSA contributions, parking benefits and bonuses to recognize birthdays and similar events. (4) Includes $10,350 in matching 401(k) plan contributions.

  19. Outstanding Equity Awards at 2024 Fiscal Year End Table

    Outstanding Equity Awards at 2024 Fiscal Year End Table The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2024.

  20. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | | | Option Awards | | | | Stock Awards | | | Name and Principal Position(9) | Grant Date | Number of Securities Underlying Unexercised Options (# Exercisable) | Number of Securities Underlying Unexercised Options (# Unexercisable) | Option Exercise Price | Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares that Have not Vested ($)(1) | | Jay Backstrom, M.D., M.P.H. President, and Chief Executive Officer | 9/20/2022(2) | 562,500 | 437,500 | $8.85 | 9/20/2032 | | | | | 2/13/2023(3) | 87,500 | 112,500 | $10.00 | 2/13/2033 | | | | | 2/13/2023(4) | | | | | 112,500 | $4,862,250 | | | 2/12/2024(5) | 53,571 | 232,144 | $15.75 | 2/12/2034 | | | | | 2/12/2024(6) | | | | | 214,285 | $9,261,398 | | Jing Marantz Chief Medical Officer | 11/14/2022(7) | 5,000 | 125,000 | $8.59 | 11/14/2032 | | | | | 2/12/2024(5) | 18,214 | 78,931 | $15.75 | 2/12/2034 | | | | | 2/12/2024(6) | | | | | 72,855 | $3,148,793 | | Mo Qatanani, Chief Scientific Officer | 10/26/2021(8) | 56,875 | 13,125 | $26.05 | 10/26/2031 | | | | | 10/26/2021(9) | | | | | 5,250 | $226,905 | | | 2/14/2022(10) | 15,468 | 7,032 | $18.08 | 2/14/2032 | | | | | 2/14/2022(11) | | | | | 11,250 | $486,225 | | | 6/16/2022(12) | 18,687 | 3,738 | $4.86 | 6/16/2032 | | | | | 6/16/2022(13) | | | | | 7,475 | $323,070 | | | 10/10/2022(14) | 2,562 | 2,563 | $7.62 | 10/10/2032 | | | | | 10/10/2022(15) | | | | | 2,563 | $110,773 | | | 2/13/2023(3) | 11,250 | 25,313 | $10.00 | 2/13/2033 | | | | | 2/13/2023(4) | | | | | 25,313 | $1,094,028 | | | 2/12/2024(5) | 17,678 | 76,607 | $15.75 | 2/12/2034 | | | | | 2/12/2024(6) | | | | | 70,715 | $3,056,302 |

  21. Outstanding Equity Awards at 2024 Fiscal Year End Table

    The market value of unvested shares of RSUs is based on $43.22, the closing market price of our common stock on December 31, 2024. (2) Shares under this option vested 25% on September 20, 2023, with the remainder vesting in equal quarterly installments for a period of 12 quarters, thereafter. (3) Shares under this option are scheduled to vest in equal quarterly installments for a period of 16 quarters, with the first quarterly amount vesting on April 1, 2023. (4) RSU award vests in equal annual installments for a period of 4 years with the first annual vesting on February 15, 2024. (5) Shares under this option are scheduled to vest in equal quarterly installments for a period of 16 quarters, with the first quarterly amount vesting on April 1, 2024. (6) RSU award vests in equal annual installments for a period of 4 years with the first annual vesting on January 15, 2025. (7) Shares under this option vested 25% on November 9, 2023, with the remainder vesting in equal quarterly installments for a period of 12 quarters, thereafter. (8) Shares under this option vested 25% on September 30, 2022, with the remainder vesting in equal quarterly installments for a period of 12 quarters, thereafter. (9) RSU award vests in equal annual installments for a period of 4 years with the first annual vesting on September 15, 2022. (10) Shares under this option are scheduled to vest in equal quarterly installments for a period of 16 quarters with the first quarterly amount vesting on April 1, 2022. RSU award vests in equal annual installments for a period of 4 years with the first annual vesting on January 15, 2023. Shares under this option are scheduled to vest in equal quarterly installments for a period of 12 quarters with the first quarterly amount vesting on September 16, 2022. (13) RSU award vests in equal annual installments for a period of 3 years with the first annual vesting on June 15, 2023. (14) Shares under this option are scheduled to vest in equal quarterly installments for a period of 16 quarters with the first quarterly amount vesting on January 5, 2023. (15) RSU award vests in equal annual installments for a period of 4 years with the first annual vesting on September 15, 2023.

  22. Pay Versus Performance

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

  23. Pay-Versus-Performance Table

    | Year | Summary Compensation Table Total for PEO 1(1) | Summary Compensation Table Total for PEO 2(1) | Compensation Actually Paid to PEO 1(2) | Compensation Actually Paid to PEO 2(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based On: | Net Income(6) (in millions) | | | | | | | | | Total Shareholder Return(5) | | | (a) | (b1) | (b2) | (c1) | (c2) | (d) | (e) | (f) | (h) | | 2024 | 7,991,933 | N/A | 35,208,138 | N/A | 3,018,890 | 9,289,804 | $173.99 | $-246 | | 2023 | 4,111,853 | N/A | 10,538,048 | N/A | 2,159,711 | 4,201,772 | $75.68 | $-166 | | 2022 | 7,076,259 | 2,843,861 | 7,176,759 | 371,625 | 2,775,071 | 465,624 | $36.43 | $-135 |

  24. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR As discussed above, we use a combination of short-term cash incentive compensation opportunities for our Executives, in the form of annual cash bonuses to incentivize and award delivery of the Company’s strategy and corporate objectives, and long-term equity incentive compensation consisting of stock options and restricted stock units. These equity awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. Compensation Actually Paid and Net Income Because we are not a commercial-stage company, we did not have any revenue during the years ending 2024 and 2023 and the revenue in 2022 was associated with a collaboration arrangement. Consequently, our company has not historically looked to net income (loss) as a performance measure for our executive compensation program.