DEF 14A of Keros Therapeutics, Inc., Apr 23, 2025

DEF 14A of Keros Therapeutics, Inc.

Filed Apr 23, 2025 · FY20240001104659-25-037982

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS Our Board is divided into three classes. Each class consists, as nearly as possible, of an equal number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board presently has nine members. There are three Class II directors whose terms of office expire in 2025: Mary Ann Gray, Ph.D., Ran Nussbaum and Alpna Seth, Ph.D. Dr. Gray, Mr. Nussbaum and Dr. Seth, all current directors, have been nominated for reelection at the Annual Meeting by the Board. If elected at the Annual Meeting, each of these nominees would serve until the 2028 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting. Mr. Nussbaum was appointed to the Board in connection with a letter agreement entered into between the Company and Pontifax Venture Capital on April 17, 2025. See “Transactions with Related Persons and Indemnification — Letter Agreement.”

  2. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors The Board and the Nominating and Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, backgrounds and high-level management experience necessary to oversee and direct our business. To that end, the Board has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Board and the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board. The following is a brief biography of each nominee for director and each director whose term of office will continue after the Annual Meeting, and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Board to recommend that person as a nominee for director, as of the date of this Proxy Statement. However, each of the members of the Board may have a variety of reasons why a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

  3. Nominees for Election as a Class II Director for a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    Nominees for Election as a Class II Director for a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders Mary Ann Gray, Ph.D., age 72, has served as a member of our Board since December 2020. Dr. Gray has been President of Gray Strategic Advisors, LLC, a biotechnology strategic planning and advisory firm, since September 2003. Previously, she served as Senior Analyst and Portfolio Manager of Federated Kaufmann Fund. Prior to Federated, she served as a biotechnology equity research analyst at multiple firms. Earlier in her career, she worked as a senior scientist both at Schering Plough Research and NeoRx Corporation. Dr. Gray currently serves on the board of directors of BioAtla, Inc., Compass Therapeutics Inc. and Rapt Therapeutics, Inc. and previously served on the board of directors of many public and private biotechnology companies. Dr. Gray earned a B.S. from University of South Carolina, a Ph.D. in Pharmacology from the University of Vermont and completed her post-doctoral work at Northwestern University Medical School and at the Yale University School of Medicine. Our Board believes that Dr. Gray’s extensive experience in the biotechnology and biopharmaceutical industry qualifies her to serve on our Board. Ran Nussbaum, age 52, has served as a member of our Board since April 2016. Since January 2004, Mr. Nussbaum has served as a Managing Partner and the Co-Founder of Pontifax. Mr. Nussbaum previously served as a director of ArQule, Inc. (acquired by Merck & Co., Inc.), BioBlast Pharma Ltd., Eloxx Pharmaceuticals Ltd., Prevail Therapeutics Inc. (acquired by Eli Lilly and Company), VBI Vaccines Inc., Kite Pharma, Inc. (acquired by Gilead Sciences, Inc.) and UroGen Pharma Ltd. He also serves as a board member on many of Pontafix’s portfolio private companies. Our Board believes Mr. Nussbaum’s investment experience in the life sciences industry provides him with the qualifications to serve on our Board. Alpna Seth, Ph.D., age 61, has served as a member of our Board since May 2023. Dr. Seth retired in October 2022 as the President and Chief Executive Officer of Nura Bio Inc., where she served for three years. From July 2017 to January 2019, Dr. Seth was the Chief Operating Officer of Vir Biotechnology, Inc. Prior to joining Vir, Dr. Seth served in several senior global leadership roles of increasing responsibility at Biogen Inc. Most recently, she was Senior Vice President and Global Head of the Biosimilars Business Unit at Biogen Inc. for which she relocated to Europe in 2014. From 1998 through July 2017, Dr. Seth held a range of general management roles at Biogen spanning drug development, commercialization, and international operations, including founding Managing Director of Biogen Idec India and Program Executive for several of Biogen’s major cross-functional drug development programs and commercial product launches. Dr. Seth currently serves on the board of directors of Bio-Techne Corporation and Dr Reddy’s Laboratories. Dr. Seth previously served on the board of directors of Seagen Inc. from 2018 until the company’s acquisition by Pfizer Inc. in December 2023. Dr. Seth received a Ph.D. in Biochemistry and Molecular Biology from University of Massachusetts Medical School and conducted her post-doctoral research at Harvard University in Immunology and Structural Biology, both as a Howard Hughes Medical Institute Fellow. She is also a graduate of the Advanced Management Program at Harvard Business School. Our Board believes that Dr. Seth’s extensive experience in the life sciences industry as well as her corporate management experience qualifies her to serve on our Board. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH CLASS II DIRECTOR NOMINEE NAMED ABOVE.

  4. Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Jasbir Seehra, Ph.D., age 69, has served as our Chief Executive Officer and as a member of our Board since December 2015. He has served as Chair of our Board since July 2024. Prior to joining us, Dr. Seehra served as the Chief Scientific Officer at Ember Therapeutics, Inc. from December 2011 to April 2015. From February 2004 to November 2010, Dr. Seehra served as the Co-Founder and Chief Scientific Officer of Acceleron Pharma Inc. He has also served as Vice President of Biological Chemistry at Wyeth Pharmaceuticals Inc. and led the small molecule lead discovery effort at Genetics Institute, Inc., where he helped build the institute’s small molecule drug discovery capabilities, including medicinal chemistry, high throughput screening and structural biology. Dr. Seehra also serves on the board of a private life science company. Dr. Seehra previously served on the board of directors of Eloxx Pharmaceuticals, Inc. Dr. Seehra received a B.Sc. and a Ph.D. in Biochemistry from the University of Southampton in England. He completed his postdoctoral work at the Massachusetts Institute of Technology. Our Board believes that Dr. Seehra’s extensive experience in the pharmaceutical industry and executive leadership experience provides him with the qualifications to serve on our Board. Nima Farzan, age 49, has served as a member of our Board since March 2020. Mr. Farzan has served as the Chief Executive Officer at Latigo Biotherapeutics since July 2024. He served as a Venture Partner at Foresite Capital from April 2024 to July 2024. Previously, he served as the Chief Executive Officer and director of Kinnate Biopharma Inc. from March 2020 until the company’s acquisition by XOMA Corporation in April 2024. Mr. Farzan served as an advisor for a number of life sciences companies from October 2018 to February 2020. From 2011 to October 2018, Mr. Farzan was employed by PaxVax Corporation, serving as its President and Chief Executive Officer from April 2015 until the company’s acquisition by Emergent Biosolutions Inc. in October 2018. Prior to PaxVax, Mr. Farzan held positions of increasing seniority at Novartis AG from 2003 to 2011. From 1999 to 2002, Mr. Farzan served in various marketing and business development positions at DoubleTwist, Inc. and from 1997 to 1999, Mr. Farzan served as an associate at The Boston Consulting Group. Mr. Farzan has a bachelor’s degree in Human Biology from Stanford University and an M.B.A. from the Harvard Business School. Our Board believes that Mr. Farzan’s significant industry experience and corporate management experience qualify him to serve on our Board. Julius Knowles, age 62, has served as a member of our Board since April 2016. Since January 2014, Mr. Knowles has served as a Partner at Mass General Brigham Ventures (formerly known as Partners Innovation Fund), the venture arm of Mass General Brigham (formerly known as Partners HealthCare). From March 2012 to January 2014, Mr. Knowles served as the Chief Executive Officer of X-BODY BioSciences Inc. (acquired by Juno Therapeutics, Inc.). From October 2006 to February 2012, Mr. Knowles was responsible for global technology and drug discovery collaborations at Novartis, including as the Head of the Platforms team for Strategic Alliances at Novartis Institute of Biomedical Research. From March 2002 to June 2006, Mr. Knowles served as the President of Novalar Pharmaceuticals, Inc. Mr. Knowles previously served as the Vice President of Business Development of Novacea, Inc. from June 2001 to March 2002, the Vice President of Business Development of SGX Pharmaceuticals, Inc. from October 1999 to June 2001 and the Director of Research and Development Planning at Vertex Pharmaceuticals, Inc. from June 1993 to October 1999. Mr. Knowles also serves on the board of several private life science companies. Mr. Knowles received a B.A. with distinction in Chemistry from Carleton College, an M.B.A. from the Wharton School at the University of Pennsylvania and an M.Sc. in Chemistry from UC Berkeley. Our Board believes Mr. Knowles’ significant industry experience and corporate management experience qualify him to serve on our Board.

  5. Class III Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Class III Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Jean-Jacques Bienaimé, age 71, has served as a member of our Board since June 2024 and has served as Lead Independent Director of our Board since July 2024. Mr. Bienaimé served as the Chief Executive Officer of BioMarin Pharmaceutical Inc. from May 2005, and as the Chairman from June 2015, until his retirement from BioMarin in December 2023. From November 2002 to April 2005, Mr. Bienaimé served as the Chairman, Chief Executive Officer and President of Genencor, Inc., a biotechnology company focused on industrial bioproducts and targeted cancer biotherapeutics. Prior to Genencor, Mr. Bienaimé served as Chairman, Chief Executive Officer and President of Sangstat Medical Corporation, an immunology-focused biotechnology company, from 1998 to late 2002, becoming President in 1998 and Chief Executive Officer in 1999. Mr. Bienaimé also held several senior management positions at Rhône-Poulenc Rorer Pharmaceuticals (now Sanofi-Aventis) from 1992 to 1998, culminating in the position of Senior Vice President of Worldwide Marketing and Business Development. Earlier in his career, Mr. Bienaimé worked at Genentech, Inc. where he was involved in the launch of tissue plasminogen activator (t-PA) for the treatment of heart attacks. Mr. Bienaimé currently serves on the board of directors of Incyte Corporation and Immunome, Inc., as well as serving on the board of directors of two private biotechnology companies. Mr. Bienaimé received an M.B.A. from the Wharton School at the University of Pennsylvania and a degree in economics from the École Supérieure de Commerce de Paris. Our Board believes that Mr. Bienaimé’s extensive business experience in the life science and biotechnology sectors, including experience managing and serving on boards of public biotechnology companies, qualify him to serve on our Board. Carl L. Gordon, Ph.D., C.F.A., age 60, has served as a member of our Board since March 2020. Dr. Gordon is a Managing Partner at OrbiMed Advisors LLC, an investment firm. Dr. Gordon currently serves on the boards of directors of Adicet Bio, Inc., ArriVent Biopharma, Inc., Compass Therapeutics Inc., Lomond Therapeutics Holdings, Inc., MBX Biosciences, Inc. and Terns Pharmaceuticals, Inc., as well as several private companies. Dr. Gordon previously served on the boards of directors of several companies, including Arsanis, Inc. (which merged with X4 Pharmaceuticals, Inc.), Alector Inc., Gemini Therapeutics Inc. (which merged with Disc Medicine, Inc.), Kinnate Biopharma, Inc., ORIC Pharmaceuticals, Inc., Passage Bio Inc., Prevail Therapeutics Inc., SpringWorks Therapeutics Inc., Theseus Pharmaceuticals, Inc., and Turning Point Therapeutics, Inc. Dr. Gordon received a B.A. in Chemistry from Harvard College, a Ph.D. in Molecular Biology from the Massachusetts Institute of Technology and was a Fellow at The Rockefeller University. Our Board believes that Dr. Gordon’s scientific expertise, extensive business experience, and experience in venture capital and the life science industry qualify him to serve on our Board. Tomer Kariv, age 63, has served as a member of our Board since January 2020. Mr. Kariv has served as Managing Partner and Co-Founder of The Pontifax Group, or Pontifax, a group of Israeli-based life sciences venture funds focusing on investments in development stage bio-pharmaceutical and med-tech technologies, since December 2004. Mr. Kariv previously served on the boards of 89bio, Inc., Check-Cap Ltd., Eloxx Pharmaceuticals, Inc., LogicBio Therapeutics, Inc. and VBI Vaccines Inc. Mr. Kariv also serves as a member of the boards of several private life sciences companies. Mr. Kariv received a B.A. in Economics from Harvard University and a J.D. from Harvard Law School. Our Board believes Mr. Kariv’s extensive experience as a venture capital investor, financial executive and board member qualifies him to serve on our Board.

  6. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  7. Compensation Highlights for 2024 and Early 2025

    Compensation Highlights for 2024 and Early 2025 We carefully evaluate our compensation arrangements and maintain and develop programs that we feel are the most appropriate to drive results for our Company and our stockholders. We take a holistic approach to designing our policies to align our executive compensation program with our stockholders’ interests and our Company performance, which is best viewed over the long-term to align with product development cycles. Highlights of our executive compensation program in 2024 and early 2025 pay decisions include: Base Salary: Our named executive officers’ base salaries for 2024 increased between 3% and 8% as compared to 2023 amounts, which is aligned with actions we have taken across the Company and reflected the Company’s performance when target 2024 compensation was approved in early 2024. • Annual Cash Performance Bonus: We increased the target bonus award opportunity for Dr. Seehra for 2024, from 50.0% to 65.0%, in recognition of Dr. Seehra’s continued significant individual contributions to the Company. We did not increase target bonus award opportunities for our other named executive officers for 2024. The Compensation Committee determined that our 2024 performance goals were achieved at 110% and paid performance-based bonuses at 110% of target to each of Mr. Regnante, Dr. Chyung and Mr. Rovaldi. Dr. Chyung received an additional bonus due to his significant individual contributions to the Company. The Board used its discretion to cap Dr. Seehra’s performance-based bonus at 100% of target considering that all stock options issued in 2024 were deeply under water at the time of the annual bonus payout certification. • Long-Term Incentive Awards: In 2024, we granted equity awards to our named executive officers in the form of four-year time-vesting stock options in order to incentivize and reward them for stockholder value creation. We introduced performance-vesting stock options as part of our Chief Executive Officer’s compensation program for the first time. Specifically, we granted 50% of the shares subject to Dr. Seehra’s 2024 annual option award in the form of a stock option that is eligible to vest contingent upon achievement of two rigorous pipeline development goals. As of the date of this Proxy Statement, 100% of the 2024 stock options granted to all named executive officers are deeply underwater and the performance goals relating to Dr. Seehra’s performance-vesting option have not been met. • Early 2025 Compensation Changes: in February 2025, we did not increase Dr. Seehra’s 2025 base salary and did not increase the 2025 target annual bonus opportunity for any of our continuing named executive officers. We approved 2025 base salary increases of 5% and 7% for each of Mr. Regnante and Rovaldi, respectively, and did not increase Dr. Chyung’s base salary. We granted annual equity awards to each of our continuing named executive officers other than Dr. Seehra in February 2025 in the form of restricted stock unit awards. The grant date value of these awards was substantially less than the annual equity awards these officers received in 2024. As of the date of this Proxy Statement, we are continuing to evaluate the appropriate annual equity award to grant to Dr. Seehra.

  8. Compensation Program Objectives, Philosophy and Elements of Compensation

    Compensation Program Objectives, Philosophy and Elements of Compensation Our Compensation Committee is guided by the following objectives and principles when establishing compensation for our executive officers: • Attract, retain and motivate superior executive talent; • Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and • Align our executives’ interests with those of our stockholders through long-term incentives linked to specific performance. We believe that our executive compensation program design features accomplish the following: • Provide base salaries consistent with each executive’s responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security. • Ensure a significant portion of each executive’s compensation is tied to our future share performance, thus aligning their interests with those of our stockholders. Utilize equity compensation and vesting periods for equity awards that encourage executives to remain employed and focus on sustained share price appreciation. Utilize a mix between cash and equity compensation designed to encourage strategies and actions that are in our long-term best interests. To achieve our compensation objectives, we historically have provided our executive officers, including our named executive officers, with a compensation package consisting of the following elements:

  9. Compensation Program Objectives, Philosophy and Elements of Compensation

    | Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually at the beginning of the year and determined based on a number of factors (including individual performance, internal equity, retention, expected cost of living increases and our overall performance) and by reference to market data provided by our independent compensation consultant. | | Performance Bonus (at-risk cash) | Motivates and rewards for attaining rigorous annual performance goals that relate to our key business objectives. | Target bonus amounts, calculated as a percentage of base salary, are generally reviewed annually at the beginning of the year and determined based upon positions that have similar impact on the organization, the executive’s position criticality and experience in role and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific performance objectives, generally determined by our Compensation Committee and Board of Directors and communicated at the beginning of the year. Actual bonus amounts earned are determined after the end of the year, based on achievement of the designated performance objectives and individual performance. | | Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term Company performance. Aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Annual equity opportunities are generally reviewed and determined annually at the beginning of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual |

  10. Compensation Program Objectives, Philosophy and Elements of Compensation

    | Element of Compensation | Objectives | Key Features | | | | performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives, aggregate equity usage and market data provided by our independent compensation consultant. Equity awards have historically been granted in the form of time-vesting stock options; in 2024, we introduced performance-vesting stock options into our Chief Executive Officer’s compensation program. In 2025, we introduced time-vesting restricted stock unit awards into our executive compensation program. |

  11. Key Features of our Executive Compensation Program

    | What We Do | | What We Don’t Do | | √ | Design executive compensation to align pay with performanceX | No hedging or pledging of Company stock | | √ | Conduct a thorough compensation risk analysisX | No excessive health or welfare benefits or perquisites | | √ | Grant annual equity awards over multi-year vesting periodsX | No special retirement benefits | | √ | Grant performance equity awards to our Chief Executive OfficerX | No guaranteed bonuses or base salary increases | | √ | Compensation Committee composed of all independent directors, which meets regularly in independent session without management present | | | √ | Retain an independent compensation consultant | | | √ | Maintain a clawback policy | | | √ | Conduct an annual compensation review | |

  12. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant During 2024, our Compensation Committee continued to retain Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), as our independent compensation consultant, due to its extensive analytical and compensation expertise. In this capacity, Aon has advised our Compensation Committee on compensation matters related to the executive and director compensation structure. In 2024, Aon assisted with, among other things: • conducting an executive market pay analysis; • developing a group of peer companies to use as a reference in making executive compensation decisions; • evaluating current executive pay practices and considering alternative compensation programs; • reviewing our director compensation policies and practices; and • assisting in the development of this Compensation Discussion and Analysis. Our Compensation Committee has the sole authority to engage and terminate Aon’s services, as well as to approve its compensation. Aon makes recommendations to our Compensation Committee, but has no authority to make compensation decisions on behalf of us or our Compensation Committee. Aon reported to our Compensation Committee and had direct access to the chairperson and the other members of our Compensation Committee. Beyond data and advice related to executive and director compensation matters, Aon did not provide other services to us in 2024. Our Compensation Committee has analyzed whether the work of Aon as our compensation consultant raised any conflict of interest, considering relevant factors in accordance with SEC guidelines. Based on its analysis, our Compensation Committee determined that the work of Aon and the individual compensation advisors has not created any conflict of interest.

  13. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data Our Compensation Committee believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, our Compensation Committee works annually with Aon to review and amend the list of our peer group companies to be used in connection with assessing compensation practices and pay levels. Our Compensation Committee believes that the peer and market data provided by Aon, along with other factors (including experience, scope of position and individual performance), is an important reference point when setting compensation for our named executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success.

  14. 2024 Peer Group

    2024 Peer Group In September 2023, Aon proposed, and our Compensation Committee approved, a group of companies that would be appropriate peers for 2024 compensation decisions, based on the following criteria: • Sector: Biopharmaceuticals and biotechnology companies • Stage of Development: Phase II companies (with a focus on hematology companies) Market Capitalization: 0.3x to 3x of our 30-day average market value Headcount: 0.3x to 3x of our headcount (as of the end of our last fiscal year) • Years Public: Preference given to companies that went public within the last five years At the time of review in September 2023, our 30-day average market capitalization was approximately $1.2 billion and our prior fiscal year-end headcount was 105. Based on the above criteria, our Compensation Committee approved the following changes to the executive compensation peer group for 2024: • Added Morphic Holding, Inc. and Protagonist Therapeutics, Inc.; and • Removed Fulcrum Therapeutics, Inc. and Kezar Life Sciences, Inc., because they were well below the market capitalization parameters described above. As a result, the following 18 companies were identified as appropriate for our peer group by our Compensation Committee for the purpose of informing executive pay decisions for 2024. At the time of review, we fell at approximately the 50th percentile of this peer group in terms of market capitalization.

  15. 2024 Peer Group

    | Akero Therapeutics, Inc. (AKRO) | Iovance Biotherapeutics, Inc. (IOVA) | Replimune Group, Inc. (REPL) | | Arcturus Therapeutics Holdings Inc. (ARCT) | KalVista Pharmaceuticals, Inc. (KALV) | Rocket Pharmaceuticals, Inc. (RCKT) | | Crinetics Pharmaceuticals, Inc. (CRNX) | Kura Oncology, Inc. (KURA) | Scholar Rock Holding Corporation (SRRK) | | Editas Medicine, Inc. (EDIT) | Mersana Therapeutics, Inc. (MRSN) | SpringWorks Therapeutics, Inc. (SWTX) | | Geron Corporation (GERN) | Morphic Holding, Inc. (MORF) | Syndax Pharmaceuticals Inc. (SNDX) | | IDEAYA Biosciences, Inc. (IDYA) | Protagonist Therapeutics, Inc. (PTGX) | Zentalis Pharmaceuticals, Inc. (ZNTL) |

  16. Key Factors Used in Determining Executive Compensation

    | • Company performance and business needs • Market data and peer data provided by Aon • The need to attract and retain talent in a highly competitive industry • The executive officer’s individual performance, experience level, scope of job function and criticality of the skill set • Stockholder feedback regarding our executive pay program | • Input from our Chief Executive Officer (other than for himself) • Each executive officer’s current equity ownership and total compensation • Internal pay equity • The impact of aggregate compensation on the annual budget and on stockholder dilution |

  17. Annual Cash Performance Bonus

    Annual Cash Performance Bonus Bonus Targets for 2024 Each of our named executive officers is eligible to receive an annual performance bonus based on the achievement of Company-wide annual performance goals determined by our Compensation Committee. Each named executive officer is assigned a target bonus expressed as a percentage of his base salary. The Compensation Committee and Board determined that the bonus targets from 2023 for our named executive officers, other than our Chief Executive Officer, remained aligned with competitive trends and appropriate for the Company, and as a result, were unchanged for 2024. As such, the target bonus amounts for Mr. Regnante, Dr. Cooper and Mr. Rovaldi for 2024 were set at 40%, 40% and 50%, respectively. In February 2024, upon the recommendation of our Compensation Committee, our Board reviewed the bonus target of our Chief Executive Officer and approved an increase to his bonus target from 50% to 65%. Based on our Compensation Committee’s subjective judgement, our Compensation Committee determined this increase was appropriate in light of our Chief Executive Officer’s individual performance. The Compensation Committee determined Dr. Chyung’s target bonus amount in connection with his commencement of employment as our Chief Medical Officer, effective November 1, 2024. Dr. Chyung’s employment agreement provides that Dr. Chyung is entitled to a target bonus amount of 40% of his base salary. However, pursuant to his employment agreement, for 2024, Dr. Chyung was only eligible to receive up to 25% of his target bonus amount. The Compensation Committee determined Dr. Chyung’s target bonus amount for 2024 based on its subjective determination of the amount appropriate to induce and retain Dr. Chyung and reasonable in relation to market data and other officer bonus opportunities. 2024 Performance Goals and Achievement In February 2024, upon the recommendation of our Compensation Committee, our Board adopted our 2024 annual performance goals. The 2024 performance goals were aggressive and set at challenging levels such that the attainment of executive target annual cash incentive award opportunities was not assured at the time they were set and would require a high level of effort and execution on the part of the executive officers and others in order to achieve the goals. The Compensation Committee believes that each of these goals is strongly aligned to the creation of stockholder value. To determine our corporate performance percentage for 2024, the Compensation Committee employed a holistic analysis that took into account both the extent to which the performance goals had been achieved or exceeded, as well as the relative difficulty of achieving the goals that were met and that were only partially met. Based on the foregoing, the Compensation Committee determined our overall corporate performance achievement percentage to be 110% of the target performance level for 2024. The table below provides additional details about the Compensation Committee’s assessment of our actual performance against our key 2024 corporate performance goals:

  18. Annual Cash Performance Bonus

    | 2024 Corporate Objectives | Weight | 2024 Achievement Highlights | Overall Weighted Achievement(1) | | Advance clinical development of elritercept: | 30% | Advance clinical development of elritercept: | 30% | | • Conduct “end-of-Phase 2” (“EOP2”) meetings with regulators for the planned Phase 3 clinical trial in patients with MDS (the “RENEW trial”) | | • Achieved | | | • First submission of the protocol for the RENEW trial to a health authority | | • Achieved | | | • Produce sufficient drug supply for the RENEW trial | | • Achieved | | | Stretch Goals | 20% | Stretch Goals | 7% | | • First patient to enter screening in the RENEW trial | | • Not Achieved | |

  19. Annual Cash Performance Bonus

    | 2024 Corporate Objectives | Weight | 2024 Achievement Highlights | Overall Weighted Achievement(1) | | • Generate data sufficient from the ongoing Phase 2 clinical trial in patients with myelofibrosis to support EOP2 meetings with regulators | | • Partially Achieved | | | Advance clinical development of cibotercept: | 30% | Advance clinical development of cibotercept: | 17% | | • Submit applications to FDA for Orphan Drug and Fast Track designations for cibotercept in PAH | | • Partially Achieved | | | • Enroll the last patient in the open-label Phase 2 biomarker clinical trial cibotercept in patients with chronic heart failure with preserved ejection fraction and in such patients with reduced ejection fraction | | • Not Achieved | | | • Enroll the last patient in our Phase 2 clinical trial evaluating cibotercept in patients with PAH (the “TROPOS trial”) by the fourth quarter of 2024 | | • Achieved | | | Stretch Goal | 10% | Stretch Goal | 12% | | Enroll the last patient in the TROPOS trial by October 2024 | | Over-achieved | | | Advance development of the muscle program, including KER-065: | 20% | Advance development of the muscle program, including KER-065: | 12% | | • Initiate and complete enrollment of Part 2 of the Phase 1 clinical trial of KER-065 in healthy volunteers | | • Achieved | | | • Manufacture and release one lot of GMP drug product | | • Not Achieved | | | • Complete 2-month toxicology studies and tech transfer of a discovery-stage asset | | • Achieved | |

  20. Annual Cash Performance Bonus

    | 2024 Corporate Objectives | Weight | 2024 Achievement Highlights | Overall Weighted Achievement(1) | | Stretch Goal | 10% | Stretch Goal | 0% | | • Complete last patient last visit for the Phase 1 clinical trial of KER-065 in healthy volunteers | | • Not Achieved | | | Advance the discovery pipeline | 10% | • Expanded understanding of activin and ligand traps to support development in current indications and to provide rationale for new indications | 10% | | Presentations and Publications | 7% | • Peer-reviewed publication in Blood Advances for the results from the Phase 1 clinical trial of elritercept in healthy volunteers | 4% | | | | • Presented preclinical and clinical data at multiple scientific conferences throughout 2024 | | | Business/Financial Operations | 3% | Business/Financial Operations | 3% | | • Manage the Company’s budget within targeted range | | • Achieved | | | Stretch Goal | 15% | Stretch Goal | 15% | | • Enter into a partnership for one of the Company’s product candidates | | • Achieved | | | | 100% (additional 55% attributable to stretch goals) | | 110% |

  21. Annual Cash Performance Bonus

    Percentages in this column reflect amounts attributable to achievements that relate to each corporate objective and that provide incremental and significant value to the Company for which the Compensation Committee believed management should be incentivized and rewarded. Our Compensation Committee assessed achievement of the 2024 performance goals following the end of the year, as shown above. Upon the Compensation Committee’s recommendation, in February 2025, the Board approved performance bonuses for our named executive officers, other than our Chief Executive Officer, in amounts commensurate with the 110% performance goal achievement level. Notwithstanding our 110% performance goal achievement, upon the Compensation Committee’s recommendation, the Board used its discretion to cap our Chief Executive Officer’s bonus at 100% performance goal achievement and accordingly approved a performance bonus for our Chief Executive Officer equal to 100% of his target annual bonus. The Compensation Committee and Board determined this reduced bonus taking into account the early termination of the TROPOS trial in January 2025 based on an ongoing safety review due to the unanticipated observation of pericardial effusion adverse events in the trial, among other factors. Upon the Compensation Committee’s recommendation, the Board approved an additional discretionary bonus for Dr. Chyung in the amount of $11,320, reflecting our Compensation Committee’s and our Board’s subjective consideration of his significant individual contributions to the Company, including his leadership in directing a select group of unblinded individuals at Keros to complete the risk and benefit assessment of the data from the TROPOS trial. This discretionary payment is reported in the “Bonus” column in the Summary Compensation Table. The table below reflects each named executive officer’s annual performance bonus for 2024 (and includes, with respect to Dr. Chyung, his additional discretionary bonus):

  22. Annual Cash Performance Bonus

    | Named Executive Officer | Total Incentive Amount Paid ($) | | Jasbir Seehra, Ph.D. | 455,000 | | Keith Regnante | 197,142 | | Yung Chyung, M.D. | 67,320 | | Simon Cooper, M.B.B.S.(1) | — | | Christopher Rovaldi | 297,000 |

  23. Annual Cash Performance Bonus

    (1) On February 29, 2024, Dr. Cooper resigned from his position as our Chief Medical Officer, effective March 12, 2024. As a result, Dr. Cooper was not entitled to an annual performance bonus for 2024.

  24. Equity Compensation

    Equity Compensation We believe that our ability to grant equity awards is a valuable and necessary compensation tool that aligns the financial interests of our executive officers and our stockholders. In addition, we believe that our ability to grant equity awards helps us to attract, retain and motivate executive officers, and fosters an ownership culture, designed to incentivize them to devote their best efforts to the success of our business. As such, our executives generally are awarded an initial grant upon commencement of employment, as well as annual grants thereafter. Additional grants may occur periodically in order to incentivize and reward executives as our Compensation Committee and our Board determine appropriate. As of December 31, 2024, all equity awards granted to our named executive officers, other than our Chief Executive Officer, had been in the form of stock options that vest based on continuous service with us. Our Compensation Committee believes that stock options are inherently performance-based and automatically link executive pay to stockholder return, as the value realized, if any, from an award of stock options is dependent upon, and directly proportionate to, future appreciation in our stock price. Regardless of the reported value in the Summary Compensation Table, our named executive officers will only receive value from their stock options if the market price of our common stock increases above the market price of our common stock at the time of grant and remains above such price as the stock options continue to vest. In 2024, we introduced performance-vesting stock options into our Chief Executive Officer’s long-term incentive package. Our Compensation Committee believes a more diversified long-term incentive program, pursuant to which both performance and time-vesting stock options are granted to our Chief Executive Officer, better balances our goal of retaining Dr. Seehra, enhancing stockholder value and motivating and incentivizing extraordinary performance. In 2025, we introduced restricted stock unit awards into our executive compensation program, as described below. Each of our named executive officers holds stock options under our 2020 Equity Incentive Plan (the “2020 Plan”), and some hold options under our 2017 Stock Incentive Plan, as amended. Such options were granted subject to the general terms of the applicable plan and the applicable forms of stock option agreement thereunder. All options are granted with a per share exercise price equal the closing price of our common stock on the grant date. All options have a maximum term of up to 10 years from the date of grant, subject to earlier expiration following the cessation of an executive officer’s continuous service with us. Option vesting is subject to acceleration as described below under “Potential Payments upon Termination or Change of Control.” The specific vesting terms of each named executive officer’s stock options are described below under “Outstanding Equity Awards as of December 31, 2024.” For additional information about our equity compensation plans, please see the section titled “Equity Benefit Plans below. 2024 Equity Awards In February 2024, upon the recommendation of our Compensation Committee, our Board granted stock options to our named executive officers, as shown in the table and described below. Each option (or, with respect to Dr. Seehra, 50% of his 2024 annual equity award) has an exercise price of $56.18 per share and vests over a four-year period, with 25% of the shares subject to each option vesting on February 13, 2025, and an additional 6.25% of such shares vesting at the end of each successive three-month period thereafter, subject to the executive’s continuous service with us as of each such vesting date. The options are eligible to accelerate under certain circumstances in accordance with the named executive officer’s employment agreement. The remaining 50% of Dr. Seehra’s 2024 annual equity award was granted in the form of a performance-vesting stock option, with an exercise price of $63.61 per share. The number of shares that are eligible to vest (the “eligible shares”) is determined based on the achievement of two rigorous development goals relating to cibotercept and KER-065, each on or prior to December 31, 2025. The eligible shares will vest as follows: 50% of such shares will vest on the date of certification of achievement of the performance goals by our Compensation Committee, and the remaining 50% will vest on December 31, 2026, subject to Dr. Seehra’s continuous service with us as of each such vesting date. We are not disclosing the performance goals applicable to Dr. Seehra’s option because we believe it would provide our competitors with insight into our internal confidential strategic operations and planning processes and could cause us competitive harm. Nonetheless, the Compensation Committee determined that the performance goals were appropriately challenging, but attainable, as of the date of grant. We commit to disclose the performance goals and outcomes following conclusion of the relevant performance period, in accordance with typical market practice and SEC rules. The option is eligible to accelerate under certain circumstances as described below under “Potential Payments upon Termination or Change of Control.” As of the date of this Proxy Statement, the Committee has not determined if either of the performance goals has been met. In formulating its equity award recommendations, our Compensation Committee used its subjective judgement to determine the amounts and equity award mix it believed were appropriate for each named executive officer, considering, among other factors: market data for the relevant positions (based on award value and percent of company), management of dilution, the retention value of existing holdings, individual performance, role criticality, expected future contribution, disclosure requirements, the Company’s compensation philosophy, proxy advisory firm position and internal equity. The following table sets forth the stock options granted to our named executive officers in 2024:

  25. Equity Compensation

    | Named Executive Officer | Grant Date | Number of Shares Underlying Stock Options | | Jasbir Seehra, Ph.D. | (1) | 250,000(1) | | Simon Cooper, M.B.B.S.(2) | 2/13/2024 | 40,000 | | Keith Regnante | 2/13/2024 | 40,000 | | Christopher Rovaldi | 2/13/2024 | 150,000 |

  26. Equity Compensation

    (1) 50% of Dr. Seehra’s 2024 annual equity award (125,00 shares), granted on February 23, 2024, was delivered in the form of a performance-vesting stock option that vests based on achievement of two rigorous pipeline development objectives. The remaining 50% of his 2024 annual equity award (125,000 shares), granted on February 13, 2024, was granted in the form of time-vesting stock options. The performance-vesting portion of the option was granted ten days later than the time-vesting option because the Compensation Committee needed additional time to finalize the terms of the performance goals and as a result, has a higher exercise price per share ($63.61) than the time-vesting portion ($56.18). (2) On February 29, 2024, Dr. Cooper resigned from his position as our Chief Medical Officer, effective March 12, 2024. As a result, all of Dr. Cooper’s outstanding, unexercised options have terminated. In November 2024, in connection with Dr. Chyung’s commencement of employment, the Board approved an option to Dr. Chyung to purchase 110,000 shares of our common stock, which has an exercise price of $67.91 per share. The shares subject to the option vest over a four-year period, with 25% of the shares subject to the option vesting on the first anniversary of the vesting commencement date and 6.25% of the shares subject to the option vesting at the end of each successive three-month period following the first anniversary of the vesting commencement date, subject to Dr. Chyung’s continuous service with us as of each such vesting date. The option is eligible to accelerate under certain circumstances in accordance with Dr. Chyung’s employment agreement. Preview of 2025 Equity Awards In February 2025, we granted annual equity awards to each of our named executive officers other than our Chief Executive Officer in the form of restricted stock unit awards. The grant date value of these awards was substantially less than our 2024 annual equity awards. The Compensation Committee and Board determined to delay granting an annual equity award to our Chief Executive Officer and are continuing to evaluate the appropriate annual equity award for 2025.

  27. Severance and Change in Control Benefits

    Severance and Change in Control Benefits 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 term of service, including unpaid salary and unused vacation. Pursuant to the offer letter and employment agreements entered into with each of our named executive officers, our named executive officers are entitled to certain severance benefits upon an involuntary termination without cause (and not due to death or disability) or upon a resignation for good reason, either alone or immediately before or within 12 months following a change in control of our Company, subject to specific requirements, including signing and not revoking a separation agreement and release of claims. Cause, change in control, disability and good reason are defined in the agreements. The Compensation Committee believes that these severance benefits are necessary to provide stability among our named executive officers, to focus our named executive officers on our business operations and to encourage continued attention and dedication to duties without distractions in connection with a potential change in control transaction or period of uncertainty. On February 29, 2024, Dr. Cooper resigned from his position as our Chief Medical Officer, effective March 12, 2024. Dr. Cooper was not entitled to and did not receive any severance benefits in connection with his resignation. For a detailed description of the severance provisions contained in our named executive officers’ offer letter and employment agreements, see “Potential Payments upon Termination or Change of Control” below.

  28. Code Section 280G

    Code Section 280G Section 280G of the Code (“Section 280G”) disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change of control. In addition, Section 4999 of the Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change of control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options, restricted stock and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In recommending or approving the compensation arrangements for our named executive officers, our Compensation Committee considers all elements of the cost to us of providing such compensation, including the potential impact of Section 280G. However, our Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent. None of our named executive officers is entitled to any Section 280G gross-up.

  29. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options under our equity incentive award plans are accounted for under ASC Topic 718. Our Compensation Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity award programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  30. Equity Grant Timing

    Equity Grant Timing From time to time, the Company grants stock options to its employees, including our named executive officers. Our historical practice has been to grant annual equity awards to all employees, including our named executive officers, at the beginning of the year (typically in February) and new hire or promotion grants around the commencement of employment or promotion date or as otherwise determined appropriate by the Compensation Committee. During 2024, we maintained an equity grant delegation policy, pursuant to which our Compensation Committee delegated authority to our Chief Executive Officer and Chief Financial Officer to make grants to employees of the Company, excluding executive officers. In January 2025, our Compensation Committee adopted an equity award grant policy, which creates a framework for a consistent process for granting equity awards under the 2020 Plan to all employees, including to our named executive officers. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of the Company’s stockholders, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, “Non-Employee Director Compensation — Non-Employee Director Compensation Policy” below. Option grants are made on the regular, predetermined grant dates pursuant to the equity grant policy (and previously, the equity grant delegation policy) and the Non-Employee Director Compensation Policy. The equity grant policy provides for an adjustment of such predetermined grant date if it falls within a designed blackout window relating to our release of financial or certain material non-public information (“MNPI”) about the Company. The Company has not granted equity awards in anticipation of the release of MNPI and we have not timed the release of MNPI based on equity award grant dates or for the purposes of affecting the value of executive compensation. We have no information to disclose pursuant to Item 402(x)(2) of Regulation S-K. Our Compensation Committee will continue to evaluate our equity grant policies as we continue to evolve and grow as a public company.

  31. Summary Compensation Table

    Summary Compensation Table The following table shows, for the years ended December 31, 2024, 2023 and 2022, compensation awarded to, paid to or earned by our NEOs:

  32. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation ($) | Total ($) | | Jasbir Seehra, Ph.D.(4) Chief Executive Officer and Chair | 2024 | 699,039 | — | 5,104,488 | 455,000 | 14,666(5) | 6,273,192 | | | 2023 | 649,135 | 107,250 | 7,806,530 | 357,500 | 11,661 | 8,932,076 | | | 2022 | 610,817 | 60,500 | 5,475,349 | 302,500 | 11,767 | 6,460,934 | | Keith Regnante(6) Chief Financial Officer | 2024 | 447,799 | — | 1,633,436 | 197,142 | 13,800(7) | 2,292,177 | | | 2023 | 434,808 | — | 1,561,306 | 191,400 | 9,900 | 2,197,414 | | Yung Chyung, M.D.(8) Chief Medical Officer | 2024 | 70,615 | 11,320 | 5,503,432 | 56,000 | — | 5,641,367 | | Simon Cooper, M.B.B.S.(9) Former Chief Medical Officer | 2024 | 116,099(10) | — | 1,633,436 | — | 11,240(7) | 1,760,775 | | | 2023 | 469,808 | — | 1,561,306 | 206,800 | 7,683 | 2,245,597 | | | 2022 | 464,423 | — | 1,659,196 | 184,000 | 5,848 | 2,313,467 | | Christopher Rovaldi President and Chief Operating Officer | 2024 | 539,231 | — | 6,125,385 | 297,000 | 13,800(7) | 6,975,416 | | | 2023 | 500,000 | — | 3,903,265 | 275,000 | 9,900 | 4,688,165 | | | 2022 | 435,352 | — | 3,538,605 | 235,000 | 38,397 | 4,247,354 |

  33. Summary Compensation Table

    (1) Amounts represent discretionary portion of annual performance-based bonuses awarded for the year indicated. For a description of the Company’s annual performance-based bonus program for 2024, see “Compensation Discussion and Analysis — Element of Our 2024 Executive Compensation Program — Annual Cash Performance Bonus” in this Proxy Statement. (2) This column reflects the aggregate grant date fair value of all time-vesting and performance-vesting option awards granted during the indicated year measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718, the basis for computing stock-based compensation in our audited consolidated financial statements, excluding the effect of estimated forfeitures. This calculation assumes that the NEO will perform the requisite service for the award to vest in full as required by SEC rules. The performance-vesting options granted to Dr. Seehra in 2024 are eligible to vest contingent upon the achievement of two rigorous development goals, as further described under “Compensation Discussion and Analysis — Elements of Our 2024 Executive Compensation Program — Equity Compensation” in this Proxy Statement. As such, the grant date fair value of such awards is based on the probable outcome of the performance conditions as of the grant date. The maximum potential value of such awards (assuming the highest level of performance achievement) is $4,875,900. The assumptions we used in valuing options are described in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the NEO upon vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (3) This column reflects the amount of performance-based incentive compensation earned by our NEOs for the periods presented. For a description of the Company’s annual performance-based bonus program for 2024, see “Compensation Discussion and Analysis — Elements of Our 2024 Executive Compensation Program — Annual Cash Performance Bonus” in this Proxy Statement. Dr. Seehra is also the Chair of our Board, but does not receive any additional compensation in his capacity as a director. Represents (i) a match of contributions to the Company’s 401(k) savings plan in the amount of $13,800 and (ii) income tax gross-up in respect of a Company gift of $866. (6) Because Mr. Regnante was not an NEO in 2022, SEC rules do not require his compensation for that year to be reported. (7) Represents a match of contributions to the Company’s 401(k) savings plan. (8) Dr. Chyung was appointed to serve as our Chief Medical Officer, effective November 1, 2024. (9) On February 29, 2024, Dr. Cooper resigned from his position as our Chief Medical Officer, effective March 12, 2024. (10) Includes accrued vacation in the amount of $10,241 paid to Dr. Cooper in connection with his resignation in 2024.

  34. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  35. Grants of Plan-Based Awards in 2024

    | Name | Award Type | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target ($)(1) | Estimated Future Payouts Under Equity Incentive Plan Awards Target (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Share) | Grant Date Fair Value of Option Awards ($)(2) | | Jasbir Seehra, Ph.D. | Stock Option | 2/13/2024 | 2/13/2024 | | | 125,000(3) | 56.18 | 5,104,488 | | | Stock Option | 2/23/2024 | 2/23/2024 | | 125,000(4) | | 63.61 | — | | | Annual Cash | | | 455,000 | | | | | | Keith Regnante | Stock Option | 2/13/2024 | 2/13/2024 | | | 40,000(3) | 56.18 | 1,633,436 | | | Annual Cash | | | 179,220 | | | | | | Yung Chyung, M.D. | Stock Option | 11/8/2024 | 11/8/2024 | | | 110,000(5) | 67.91 | 5,503,432 | | | Annual Cash | | | 51,000 | | | | | | Simon Cooper, M.B.B.S. | Stock Option | 2/13/2024 | 2/13/2024 | | | 40,000(3) | 56.18 | 1,633,436 | | Christopher Rovaldi | Stock Option | 2/13/2024 | 2/13/2024 | | | 150,000(3) | 56.18 | 6,125,385 | | | Annual Cash | | | 270,000 | | | | |

  36. Grants of Plan-Based Awards in 2024

    (1) This column sets forth the target amount for each NEO for the year ended December 31, 2024 under our annual performance bonus program. There are no threshold or maximum values applicable. For a description of the Company’s annual performance bonus program for 2024, see “Compensation Discussion and Analysis — Elements of Our 2024 Executive Compensation Program — Annual Cash Performance Bonus” in this Proxy Statement. (2) Amounts reported represent the aggregate grant date fair value of time-vesting and performance-vesting option awards granted during 2024 under our 2020 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in the notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the NEOs upon vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. The grant date fair value of Dr. Seehra’s performance-vesting option awards is based on the probable outcome of the performance conditions as of the grant date. Annual time-vesting options awarded under the 2020 Plan. Each option award vests as follows: 25% of the shares subject to the option vest on February 13, 2025 and 6.25% of the shares subject to the option vest at the end of each successive three (3) month period following the first anniversary of the vesting commencement date until the fourth anniversary of the vesting commencement date, subject to continued service through each such applicable vesting date. Options may be exercised when vested following the grant date. The options are eligible to accelerate under certain circumstances. Annual performance-vesting options awarded under the 2020 Plan. The option award is eligible to vest contingent upon the achievement of two rigorous development goals, as further described under “Compensation Discussion and Analysis — Elements of Our 2024 Executive Compensation Program — Equity Compensation” in this Proxy Statement. Options may be exercised when vested following the grant date. The options are eligible to accelerate under certain circumstances. (5) Initial options awarded under the 2020 Plan. The option award vests as follows: 25% of the shares subject to the option vest on November 8, 2025 and 6.25% of the shares subject to the option vest at the end of each successive three (3) month period following the first anniversary of the vesting commencement date until the fourth anniversary of the vesting commencement date, subject to continued service through each such applicable vesting date. Options may be exercised when vested following the grant date. The options are eligible to accelerate under certain circumstances.

  37. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table sets forth certain information about equity awards granted to our NEOs that remained outstanding as of December 31, 2024.

  38. Outstanding Equity Awards as of December 31, 2024

    | | Option Awards(1) | | | | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price Per Share ($) | Option Expiration Date | | Jasbir Seehra, Ph.D. | 2/23/2024 | 2/23/2024(2) | — | — | 125,000 | 63.61 | 2/22/2034 | | | 2/13/2024 | 2/13/2024(3) | — | 125,000 | — | 56.18 | 2/12/2034 | | | 2/16/2023 | 2/16/2023(3) | 87,500 | 112,500 | — | 54.38 | 2/15/2033 | | | 1/21/2022 | 1/19/2022(3) | 113,437 | 51,563 | — | 46.30 | 1/20/2032 | | | 1/10/2021 | 1/7/2021(3) | 119,250 | 7,950 | — | 70.93 | 1/9/2031 | | | 4/7/2020 | 3/1/2020(3) | 696,569 | — | — | 16.00 | 4/6/2030 | | | 6/19/2019 | 12/1/2018(3) | 45,087 | — | — | 0.48 | 6/18/2029 | | | 3/26/2018 | 12/18/2017(4) | 8,822 | — | — | 0.30 | 3/25/2028 | | | 3/26/2018 | 12/18/2017(5) | 301,811 | — | — | 0.30 | 3/25/2028 | | Keith Regnante | 2/13/2024 | 2/13/2024(3) | — | 40,000 | — | 56.18 | 2/12/2034 | | | 2/16/2023 | 2/16/2023(3) | 17,500 | 22,500 | — | 54.38 | 2/15/2033 | | | 1/21/2022 | 1/19/2022(3) | 34,375 | 15,625 | — | 46.30 | 1/20/2032 | | | 1/10/2021 | 1/7/2021(3) | 46,078 | 3,072 | — | 70.93 | 1/9/2031 | | | 4/7/2020 | 3/1/2020(3) | 53,622 | — | — | 16.00 | 4/6/2030 | | | 4/7/2020 | 2/24/2020(3) | 18,430 | — | — | 16.00 | 4/6/2030 | | Yung Chyung, M.D. | 11/8/2024 | 11/8/2024(3) | — | 110,000 | — | 67.91 | 11/7/2034 | | Christopher Rovaldi | 2/13/2024 | 2/13/2024(3) | — | 150,000 | — | 56.18 | 2/12/2034 | | | 2/16/2023 | 2/16/2023(3) | 43,750 | 56,250 | — | 54.38 | 2/15/2033 | | | 2/1/2022 | 2/1/2022(3) | 68,750 | 31,250 | — | 49.34 | 1/31/2032 | | | 2/11/2021 | 2/10/2021(3) | 18,750 | 1,250 | — | 64.15 | 2/10/2031 | | | 4/7/2020 | 1/1/2020(3) | 8,002 | — | — | 16.00 | 4/7/2030 | | | 9/19/2019 | 9/19/2019(3) | 2,304 | — | — | 0.48 | 9/18/2029 |

  39. Outstanding Equity Awards as of December 31, 2024

    All of the option awards listed in the table above granted prior to the pricing of our IPO on April 7, 2020 were granted under our 2017 Plan and all of the option awards granted on or after the pricing of our IPO were granted under our 2020 Plan. (2) The option award is eligible to vest contingent upon the achievement of two rigorous development goals, as further described under “Compensation Discussion and Analysis — Elements of Our 2024 Executive Compensation Program — Equity Compensation” in this Proxy Statement. (3) Each option award vests as follows: 25% of the shares subject to the option vest on the first anniversary of the vesting commencement date and 6.25% of the shares subject to the option vest at the end of each successive three (3) month period following the first anniversary of the vesting commencement date until the fourth anniversary of the vesting commencement date, subject to continued service through each such applicable vesting date. (4) Each option award vests as follows: 8.33% of the shares subject to the option vest at the end of each successive three (3) month period following the vesting commencement date until the third anniversary of the vesting commencement date, subject to continued service through each such applicable vesting date. (5) Each option award vests as follows: 50% of the shares subject to the option are fully vested and 6.25% of the shares subject to the option vest at the end of each successive three (3) month period following the vesting commencement date until the second anniversary of the vesting commencement date, subject to continued service through each such applicable vesting date.

  40. Option Exercises in 2024

    Option Exercises in 2024 The table below sets forth the number of shares acquired and the value realized upon the exercise of stock options during fiscal year 2024 by each of our NEOs.

  41. Option Exercises in 2024

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Jasbir Seehra, Ph.D. | — | — | | Keith Regnante | 40,000 | 1,171,600 | | Yung Chyung, M.D. | — | — | | Simon Cooper, M.B.B.S. | 62,500 | 565,827 | | Christopher Rovaldi | — | — |

  42. Option Exercises in 2024

    (1) The value realized upon exercise is the difference between the fair value of our common stock at the time of exercise and the exercise price, multiplied by the number of shares acquired on exercise.

  43. Pension Benefits

    Pension Benefits We do not have any qualified or non-qualified defined benefit plans.

  44. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have any non-qualified defined contribution plans or other deferred compensation plans. We have employment agreements with each of our NEOs. The material terms of each of these agreements are described below. These agreements provide for base salaries and incentive compensation, and each component reflects the scope of each NEO’s anticipated responsibilities and the individual experience they bring to our Company. The employment of each of our NEOs is “at will” and may be terminated at any time. In addition, each of our NEOs has executed a form of our standard proprietary information and inventions agreement. Jasbir Seehra, Ph.D. We entered into an offer letter agreement with Dr. Seehra in December 2015, which was amended and restated by an employment agreement entered into in March 2020 and effective on April 13, 2020. Pursuant to his April 2020 agreement, Dr. Seehra is entitled to an annual base salary, an annual performance bonus and certain severance benefits, as described below under “— Potential Payments upon Termination or Change of Control.” Dr. Seehra is eligible to participate in the employee benefit plans generally available to our employees, and is subject to customary confidentiality covenants, as well as a non-competition and non-solicitation covenant for a period of 12 months following termination of his employment. Keith Regnante. We entered into an offer letter agreement with Mr. Regnante in February 2020, which was amended and restated by an employment agreement entered into in March 2020 and effective on April 13, 2020, and further amended on January 1, 2022. Pursuant to his April 2020 agreement, as amended, Mr. Regnante is entitled to an annual base salary, an annual performance bonus and certain severance benefits, as described below under “— Potential Payments upon Termination or Change of Control.” Mr. Regnante is eligible to participate in the employee benefit plans generally available to our employees, and is subject to customary confidentiality covenants, as well as a non-competition and non-solicitation covenant for a period of 12 months following his termination of employment. Yung Chyung, M.D. We entered an employment agreement with Dr. Chyung in October 2024, which was effective on November 1, 2024. Pursuant to his agreement, Dr. Chyung is entitled to an annual base salary, an annual performance bonus and certain severance benefits, as described below under “— Potential Payments upon Termination or Change of Control.” Pursuant to his agreement, Dr. Chyung was entitled to up to 25% of his target bonus amount for 2024. In addition, Dr. Chyung’s agreement provides for a stock option to purchase 110,000 shares of our comment stock, which was granted in November 2024. Dr. Chyung is eligible to participate in the employee benefit plans generally available to our employees, and is subject to customary confidentiality covenants, as well as a non-competition and non-solicitation covenant for a period of 12 months following his termination of employment. Simon Cooper, M.B.B.S. We entered an employment agreement with Dr. Cooper in July 2021, which was effective on August 2, 2021 and amended on January 1, 2022. On February 29, 2024, Dr. Cooper resigned from his position as our Chief Medical Officer, effective March 12, 2024. Christopher Rovaldi. We entered an employment agreement with Mr. Rovaldi in January 2022, which was effective on February 1, 2022. Pursuant to his agreement, Mr. Rovaldi is entitled to an annual base salary, an annual performance bonus and certain severance benefits, as described below under “— Potential Payments upon Termination or Change of Control.” Mr. Rovaldi is eligible to participate in the employee benefit plans generally available to our employees, and is subject to customary confidentiality covenants, as well as a non-competition and non-solicitation covenant for a period of 12 months following his termination of employment.

  45. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control Simon Cooper, M.B.B.S. On February 29, 2024, Dr. Cooper resigned from his position as our Chief Medical Officer, effective March 12, 2024. Dr. Cooper was not entitled to and did not receive any severance benefits in connection with his resignation. Jasbir Seehra, Ph.D., Keith Regnante, Yung Chyung, M.D., and Christopher Rovaldi. Regardless of the manner in which an NEO’s service terminates, each NEO is entitled to receive amounts earned during his term of service, including unpaid salary and unused vacation. Pursuant to the employment agreements entered into with each of our NEOs, our NEOs are entitled to certain severance benefits, subject to specific requirements, including signing and not revoking a separation agreement and release of claims. Cause, change of control, disability and good reason are defined in the agreements. If the executive is terminated by the Company involuntarily without cause (and not due to death or disability) or the executive resigns for good reason, in each case, not in connection with a change of control then: With respect to Dr. Seehra, he will be entitled to cash severance equal to continued base salary payments for 12 months; continued vesting of the executive’s options for a period of 12 months; a lump sum payment equal to 100% of the executive’s target bonus pro-rated for the year of termination, only if the executive is terminated on or after July 1 of the calendar year; and payment of COBRA premiums for up to 12 months. • With respect to Mr. Regnante, Dr. Chyung and Mr. Rovaldi, the executive will be entitled to cash severance equal to continued base salary payments for nine months and payment of COBRA premiums for up to nine months. If immediately before or within 12 months following a change of control, the executive is terminated by the Company or successor involuntarily without cause (and not due to death or disability) or the executive resigns for good reason, the executive shall be entitled to cash severance equal to continued base salary payments for 18 months for Dr. Seehra or for 12 months for our other NEOs (other than for Dr. Chyung, who will receive a lump sum cash severance payment equal to 100% of his base salary for 12 months); acceleration of all of the executive’s unvested and outstanding equity awards; a lump sum payment equal to 100% of the executive’s target bonus for the year of termination; and payment of COBRA premiums for up to 18 months for Dr. Seehra or up to 12 months for our other NEOs. Jasbir Seehra, Ph.D. As further described under “Compensation Discussion and Analysis — Elements of Our 2024 Executive Compensation Program — Equity Compensation” in this Proxy Statement, Dr. Seehra was granted a performance-vesting option in February 2024. The option is subject to acceleration under specified conditions. For purposes of the option, involuntary termination refers to termination of continuous service without cause (and not due to death or disability) or resignation for good reason. Cause, disability and good reason are defined in Dr. Seehra’s employment agreement. The change in control period refers to the time period beginning immediately before and terminating two years following a change in control (as defined in the 2020 Plan). • In the event of a change in control prior to vesting of any portion of the option and during Dr. Seehra’s continuous service, if the surviving or acquiring corporation does not assume, continue or substitute the option, the option will accelerate in full. • In the event of Dr. Seehra’s involuntary termination outside of the change in control period and prior to vesting of any portion the option, the option will remain outstanding and eligible to vest for 12 months, after which it will terminate (subject to satisfaction of a release condition). • In the event of Dr. Seehra’s involuntary termination during the change in control period and prior to vesting of any portion of the option, the option will accelerate in full (subject to satisfaction of a release condition). • After the first vesting tranche, if either (i) a change in control occurs during Dr. Seehra’s continuous service or (ii) Dr. Seehra experiences an involuntary termination, the option will be treated consistently with other time-vesting options in accordance with the 2020 Plan and Dr. Seehra’s employment agreement. The table below shows estimates of the compensation payable to each of our NEOs upon their termination of employment with the Company and/or upon a change of control, calculated as if the triggering event had occurred effective December 31, 2024. The actual amounts due to any one of the NEOs upon termination of employment can only be determined at the time of the termination. There can be no assurance that a termination or change of control would produce the same or similar results as those described below if it occurs on any other date or at any other stock price, or if any assumption is not, in fact, correct.

  46. Potential Payments upon Termination or Change of Control

    | Name | Termination Without Cause or for Good Reason Following a Change of Control ($) | Termination Without Cause or for Good Reason Not in Connection with a Change of Control ($) | 2020 Plan — Certain Corporate Transactions ($)(1) | Change in Control ($)(3) | | Jasbir Seehra, Ph.D. | | | | | | Cash Severance (Salary) | 1,050,000 | 700,000 | — | — | | Cash Severance (Bonus) | 350,000 | 350,000 | — | — | | Option Acceleration(2) | — | — | — | — | | Health Benefits | 31,730 | 21,153 | — | — | | Keith Regnante | | | | | | Cash Severance (Salary) | 448,050 | 336,037 | — | — | | Cash Severance (Bonus) | 179,220 | — | — | — | | Option Acceleration(2) | — | — | — | — | | Health Benefits | 31,703 | 23,778 | — | — | | Yung Chyung, M.D. | | | | | | Cash Severance (Salary) | 510,000 | 382,500 | — | — | | Cash Severance (Bonus) | 204,000 | — | — | — | | Option Acceleration(2) | — | — | — | — | | Health Benefits | 31,703 | 23,778 | — | — | | Christopher Rovaldi | | | | | | Cash Severance (Salary) | 540,000 | 405,000 | — | — | | Cash Severance (Bonus) | 270,000 | — | — | — | | Option Acceleration(2) | — | — | — | — | | Health Benefits | 31,703 | 23,778 | — | — |

  47. Potential Payments upon Termination or Change of Control

    These benefits would be payable under the 2020 Plan upon certain specified significant corporate transactions in which the surviving or acquiring corporation elects not to assume, continue or substitute for each outstanding award and such NEO’s employment continues, assuming the vesting acceleration took place on December 31, 2024. For a description of the potential vesting acceleration provisions in the 2020 Plan, see “Equity Benefit Plans” below. (2) The value of acceleration of stock options is calculated based on the difference between the closing price of our common stock on December 31, 2024 ($15.83 per share), and the exercise price of stock options multiplied by the number of unvested stock options that vest in connection with the applicable triggering event. (3) These benefits would be payable under the terms of Dr. Seehra’s 2024 performance-vesting option upon a change in control, as further described above.

  48. Pay Ratio

    Pay Ratio In accordance with Item 402(u) of Regulation S-K, promulgated by the Dodd Frank Act, we determined the ratio of: (a) the annual total compensation of our Chief Executive Officer, to (b) the median of the annual total compensation of all of our employees, except for our Chief Executive Officer, both calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. To identify our median employee for 2024, we used the following methodology: • To determine our total population of employees, we included all of our employees (whether employed on a full-time, part-time, seasonal or temporary basis) as of December 31, 2024. • To identify our median employee from our employee population, we calculated the aggregate amount of each employee’s (i) annual base salary paid in 2024, (ii) actual bonuses paid for 2024, and (iii) the value of equity awards granted in 2024 using the same methodology we use for estimating the value of the equity awards granted to our named executive officers and reported in our Summary Compensation Table. In making this determination, we annualized the base salary and bonus elements listed in (i) and (ii) above paid for employees who were employed by us for less than the entire calendar year. After applying the methodology described above, we determined our median employee. Once the median employee was identified, we then calculated the annual total compensation of this employee for 2024 in accordance with the requirements of the Summary Compensation Table, resulting in an annual total compensation of $376,639. The annual total compensation of our Chief Executive Officer in 2024, as reported in the Summary Compensation Table included in this Proxy Statement, was $6,273,192. Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was approximately 17 to 1. This pay ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance, which provide significant flexibility in how companies identify the median employee. Each company may use a different methodology and make different assumptions. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Neither the Compensation Committee nor our management used our Chief Executive Officer to median employee pay ratio in making compensation decisions.

  49. ITEM 402(V) PAY VERSUS PERFORMANCE

    ITEM 402(V) PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay. For additional information about our compensation and pay-for-performance philosophy and how we align executive compensation with Company performance, refer to “Compensation Discussion and Analysis” in this Proxy Statement, beginning on page 30.

  50. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in “Compensation Discussion and Analysis”. In 2024, the Company did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to the NEOs. Accordingly, we have omitted the tabular list of financial performance measures and the table below does not include a column for “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. Our Chief Executive Officer is our principal executive officer and is referred to as “PEO” in the headers to the following tables.

  51. Required Tabular Disclosure of Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO(1)(2) ($) | Compensation Actually Paid to PEO(1)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) ($) | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income (Loss) (in thousands)(5) ($) | | 2024 | 6,273,192 | 2,696,954 | 4,167,434 | 709,909 | 22.44 | 93.49 | (187,353) | | 2023 | 8,932,076 | 3,436,404 | 3,043,725 | 1,669,962 | 56.37 | 94.03 | (152,992) | | 2022 | 6,460,934 | 710,054 | 3,280,411 | 2,545,058 | 68.07 | 89.90 | (104,679) | | 2021 | 7,233,959 | (4,452,339) | 2,876,731 | (724,895) | 82.95 | 100.02 | (58,744) |

  52. Required Tabular Disclosure of Pay Versus Performance

    (1) NEOs included in these columns reflect the following individuals:

  53. Required Tabular Disclosure of Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | Jasbir Seehra | Keith Regnante, Simon Cooper, Christopher Rovaldi, Yung Chyung | | 2022 | Jasbir Seehra | Keith Regnante, Simon Cooper, Christopher Rovaldi | | 2022 | Jasbir Seehra | Simon Cooper, Christopher Rovaldi | | 2021 | Jasbir Seehra | Keith Regnante, Jennifer Lachey |

  54. Required Tabular Disclosure of Pay Versus Performance

    (2) The Summary Compensation Table totals reflected are as reported for the PEO and the average of the non-PEO NEOs for each of 2024, 2023, 2022 and 2021. Represents the amount of CAP to Dr. Seehra and average amount of CAP to our non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine CAP:

  55. Required Tabular Disclosure of Pay Versus Performance

    | Year | NEOs | Summary Compensation Table (“SCT”) Total Compensation ($) | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable Year ($)* | Add: Fair Value at Applicable Year End of Awards Granted During Applicable Year that Remain Unvested as of Applicable Year End ($)* | Add: Change in Fair Value from the end of the Prior Year to the End of the Applicable Year of Awards Granted During Prior Year that Were Outstanding and Unvested as of Applicable Year End ($)* | Add: Change in Fair Value as of the Vesting Date of Prior Years’ Awards that Vested During the Applicable Year ($)* | Deduct: Fair Value as of Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Applicable Year ($)* | CAP ($)* | | 2024 | PEO | 6,273,192 | 5,104,488 | 1,425,513 | (2,562,362) | 2,665,099 | — | 2,696,954 | | | Average Non-PEO NEOs | 4,167,434 | 3,723,922 | 857,620 | (485,683) | 382,665 | 488,204 | 709,909 |

  56. Required Tabular Disclosure of Pay Versus Performance

    Amount of equity award adjustments may differ from amount reported in the table above due to rounding. For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal years. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this Proxy Statement.

  57. Required Tabular Disclosure of Pay Versus Performance

    | Assumptions | As of the Measurement Dates in Fiscal Year 2024 | | Expiration term (years) | 2.16 – 9.85 | | Strike price | $16.00 – $70.93 | | Volatility | 70.67% – 87.18% | | Expected dividend yield | 0.0% – 0.0% | | Risk-free interest rate | 3.70% – 4.62% |

  58. Required Tabular Disclosure of Pay Versus Performance

    (4) For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of our common stock and the NASDAQ Biotechnology Index at the end of each fiscal year. In each case, assume reinvestment of dividends and an initial investment of $100 on December 31, 2020. (5) The dollar amounts reported represent the net loss reflected in the Company’s audited financial statements for the applicable year.

  59. Narrative to Pay Versus Performance Table

    Narrative to Pay Versus Performance Table

  60. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail above in “Compensation Discussion and Analysis” in this Proxy Statement, the Company’s executive compensation program reflects a performance-driven compensation philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, those Company measures are not financial performance measures and are therefore not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year.

  61. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2024:

  62. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) | Option Awards(2)(3) | Total | | Jean-Jacques Bienaimé(4) | $38,709 | $614,224 | $652,933 | | Nima Farzan | 52,500 | 321,099 | 373,599 | | Carl L. Gordon | 65,288 | 321,099 | 386,387 | | Mary Ann Gray | 61,000 | 321,099 | 382,099 | | Tomer Kariv | 75,000 | 321,099 | 396,099 | | Julius Knowles | 52,500 | 321,099 | 373,599 | | Ran Nussbaum | 46,000 | 321,099 | 367,099 | | Alpna Seth | 47,712 | 321,099 | 368,811 |

  63. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) Amounts reported were paid under our non-employee director compensation policy, which was adopted effective as of the closing of our IPO, and amended and restated most recently on July 1, 2024. (2) Amounts reported represent the aggregate grant date fair value of stock options granted to our non-employee directors during 2024 under our 2020 Plan, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in the notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the non-employee directors upon vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (3) The table below sets forth the aggregate number of shares underlying outstanding stock options held by each non-employee director as of December 31, 2024. None of our non-employee directors held other unvested stock awards as of December 31, 2024.

  64. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Number of Shares Underlying Options | | Jean-Jacques Bienaimé | 17,600 | | Nima Farzan | 45,086 | | Carl L. Gordon | 36,586 | | Mary Ann Gray | 53,173 | | Tomer Kariv | 36,586 | | Julius Knowles | 36,586 | | Ran Nussbaum | 36,586 | | Alpna Seth | 40,000 |

  65. NON-EMPLOYEE DIRECTOR COMPENSATION

    (4) Mr. Bienaimé joined our Board and each committee on which he serves in June 2024. Dr. Seehra, our Chief Executive Officer, is also the Chair of our Board but does not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Dr. Seehra for his service as our Chief Executive Officer.

  66. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board maintains a non-employee director compensation policy, pursuant to which each of our directors who is not an employee or consultant of our Company is eligible to receive compensation for service on our Board and committees of our Board. In March 2020, following analysis of market research and advice from its compensation consultant, our Board adopted the non-employee director compensation policy, which became effective on April 7, 2020. Following review of market research and advice from its compensation consultant, our Board amended our non-employee director compensation policy, effective on February 16, 2023 and most recently, effective July 1, 2024.

  67. Executive and Director Compensation

    Executive and Director Compensation We have granted stock options to certain of our executive officers and directors. For more information regarding the stock options granted to our directors and NEOs, see “Executive Compensation” and “Non-Employee Director Compensation.”