DEF 14A of Sagimet Biosciences Inc., Apr 30, 2025

DEF 14A of Sagimet Biosciences Inc.

Filed Apr 30, 2025 · FY20240001104659-25-042560

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of Elizabeth Grammer, Esq. and Beth Seidenberg, M.D. as Class II directors, each to serve for a three-year term expiring at our 2028 Annual Meeting of Stockholders, or the 2028 Annual Meeting. The number of members of our board of directors, or Board, is currently set at nine members. Our Board is divided into three classes, each of which has a three-year term. Class I currently consists of two directors, Class II consists of three directors and Class III consists of four directors. The term of office of our Class II directors, Merdad Parsey, M.D., Ph.D., Elizabeth Grammer, Esq. and Beth Seidenberg, M.D., expires at the Annual Meeting. On April 29, 2025, Dr. Parsey notified our Board that he would not stand for re-election at the Annual Meeting. As a result, Dr. Parsey’s service as a member of our Board will end effective as of the date of the Annual Meeting, and, after careful consideration, our Board has elected to reduce the size of the Board from nine to eight directors, effective as of the date of the Annual Meeting. We are nominating Elizabeth Grammer, Esq. and Beth Seidenberg, M.D. for re-election as Class II directors at our Annual Meeting to serve until the 2028 Annual Meeting and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes properly cast by our stockholders at the Annual Meeting. The nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Elizabeth Grammer, Esq. and Beth Seidenberg, M.D. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that either nominee will be unable to serve.

  2. Our Director Nominees

    | NAME | AGE* | DIRECTOR SINCE | OCCUPATION | INDEPENDENT | COMMITTEE MEMBERSHIPS | | | | | | | | | AC | CC | NCGC | | Elizabeth Grammer, Esq. | 61 | 2021 | Chief Legal Officer, Ardelyx, Inc. | Yes | | | C | | Beth Seidenberg, M.D. | 68 | 2007 | Managing Director, Westlake Village BioPartners | Yes | | C | |

  3. Our Director Nominees

    | AC = Audit Committee | CC = Compensation Committee | C = Chair | | NCGC = Nominating and Corporate Governance Committee | | M = Member |

  4. Our Director Nominees

    * Age as of the Annual Meeting.

  5. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board consists of nine directors divided into three classes, with each class holding office for a three-year term. Each of Elizabeth Grammer, Esq. and Beth Seidenberg, M.D., current Class II directors, have been nominated by our Board for election at the Annual Meeting for a three-year term that will expire at the 2028 Annual Meeting and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If either nominee is unable to serve, the nominating and corporate governance committee of the Board, or the Nominating and Corporate Governance Committee, will recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement. The number of members of our Board is currently set at nine members. The term of office of our Class II directors, Merdad Parsey, M.D., Ph.D., Elizabeth Grammer, Esq. and Beth Seidenberg, M.D., expires at the Annual Meeting. On April 29, 2025, Dr. Parsey notified our Board that he would not stand for re-election at the Annual Meeting. As a result, Dr. Parsey’s service as a member of our Board will end effective as of the date of the Annual Meeting, and, after careful consideration, our Board has elected to reduce the size of the Board from nine to eight directors, effective as of the date of the Annual Meeting.

  6. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  7. CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2028

    CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2028

  8. CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2028

    | ELIZABETH GRAMMER, ESQ. | | | | Age: 61 Director Since: 2021 | Committee Memberships: Nominating and Corporate Governance (Chair) | Other Public Directorships: None | | Elizabeth Grammer, Esq. has served as a member of our Board since April 2021. Since January 2020, Ms. Grammer has served as the Chief Legal and Administrative Officer of Ardelyx, Inc., or Ardelyx. From May 2014 to January 2020, she served as the General Counsel of Ardelyx and from December 2012 until May 2014, she served as the Vice President of Legal Affairs of Ardelyx. From 2006 to December 2012, Ms. Grammer served as an independent outside corporate counsel for public and private biotechnology companies. From 2001 to 2006, Ms. Grammer served as Vice President and General Counsel of Trine Pharmaceuticals, Inc., a biopharmaceutical company. In addition, Ms. Grammer previously served as independent outside corporate counsel to GelTex Pharmaceuticals Inc., a biopharmaceutical company. Ms. Grammer received a B.A. in political science from Boston University and a J.D. from Stanford Law School. | | | | Skills & Qualifications: We believe that Ms. Grammer is qualified to serve on our Board due to her extensive experience in the biopharma and pharmaceutical sector and in law. | | |

  9. CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2028

    | BETH SEIDENBERG, M.D. | | | | Age: 68 Director Since: 2007 | Committee Memberships: Compensation (Chair) | Other Public Directorships: Acelyrin, Inc., Vera Therapeutics, Inc., Kyverna Therapeutics, Inc. | | Beth Seidenberg, M.D. has served as a member of our Board since April 2007. Dr. Seidenberg serves as a Managing Director of Westlake Village BioPartners, a venture capital firm she founded in September 2018. Since May 2005, Dr. Seidenberg has served as a Managing Member of certain venture capital funds advised by Kleiner Perkins Caufield & Byers, LLC, where she has primarily focused on life science investing. Dr. Seidenberg was previously the Senior Vice President, Head of Global Development and Chief Medical Officer at Amgen Inc. Previously, Dr. Seidenberg was a senior executive in research and development at Bristol Myers Squibb Company and Merck & Co., Inc. Dr. Seidenberg received a B.S. in biology and anthropology from Barnard College and an M.D. from the University of Miami School of Medicine and completed her post-graduate training at Johns Hopkins University, George Washington University and the National Institutes of Health. Dr. Seidenberg currently serves on the boards of directors of Acelyrin, Inc. (Nasdaq: SLRN), Vera Therapeutics, Inc. (Nasdaq: VERA), Kyverna Therapeutics, Inc. (Nasdaq: KYTX); positions she has held since October 2020, June 2016, and September 2018, respectively. Dr. Seidenberg also serves on the board of directors of several privately held life sciences companies. | | | | Skills & Qualifications: We believe that Dr. Seidenberg is qualified to serve on our Board due to her training as a physician and her experience in the life sciences industry as a senior executive and venture capitalist who has incubated and invested in twenty-five biotechnology ventures. | | |

  10. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  11. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  12. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | PAUL HOELSCHER | | | | Age: 60 Director Since: 2024 | Committee Memberships: Audit (Chair) | Other Public Directorships: None | | Paul Hoelscher has served as a member of our Board since April 2024. Mr. Hoelscher served as Executive Vice President and Chief Financial Officer of Horizon Therapeutics plc, or Horizon, from 2014 until his retirement in May 2022, overseeing all aspects of Horizon’s financial operations. Prior to joining Horizon, Mr. Hoelscher held financial executive positions at OfficeMax, Inc., or OfficeMax, a business services company, from 2012 to 2014, including serving as Senior Vice President, Finance, Treasury and Corporate Development and co-leading the integration of OfficeMax and Office Depot Inc. Previously, Mr. Hoelscher held various financial leadership roles of increasing responsibility over nineteen years at Alberto Culver Company, a beauty care company, and worked in the audit practice of KPMG LLP for seven years. Mr. Hoelscher received his B.S. in accountancy from the University of Illinois at Urbana-Champaign and is a certified public accountant. Mr. Hoelscher served on the board of Reneo Pharmaceuticals, Inc. (now OnKure Therapeutics, Inc. (Nasdaq: OKUR)), a public pharmaceutical company from January 2022 to October 2024, and served on the board of trustees of the Illinois Region of The Leukemia & Lymphoma Society from 2007 to 2022, including two terms as board chair. | | | | Skills & Qualifications: We believe that Mr. Hoelscher is qualified to serve on our Board due to his extensive public company experience in financial leadership roles. | | |

  13. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | TIMOTHY P. WALBERT | | | | Age: 58 Director Since: 2024 | Committee Memberships: Audit, Compensation | Other Public Directorships: Century Therapeutics, Inc., Mirum Pharmaceuticals, Inc., BioMarin Pharmaceuticals | | Timothy P. Walbert has served as a member of our Board since April 2024. Mr. Walbert has served as a senior advisor to Amgen Inc., or Amgen, since October 2023. Mr. Walbert was Chairman, President and Chief Executive Officer of Horizon, a public biotech company, from June 2008 to October 2023, when it was acquired by Amgen for $28 billion. Before joining Horizon, he was President, Chief Executive Officer and a director of IDM Pharma Inc., or IDM, a public biotechnology company, which was acquired by Takeda in June 2009. Before IDM, Mr. Walbert served as Executive Vice President, Commercial Operations at NeoPharm Inc., a public biotechnology company. From 2001 to 2005, he was Divisional Vice President and General Manager, Immunology, at Abbott Laboratories, now AbbVie Inc., leading the global development and launch of the multi-indication biologic HUMIRA, and served as divisional vice president, global cardiovascular strategy. From 1998 to 2001, Mr. Walbert served as Director, CELEBREX North America, and Arthritis Team Leader, Asia Pacific, Latin America and Canada, at G.D. Searle & Company. From 1991 to 1998, he also held sales and marketing roles with increasing responsibility at G.D. Searle, Merck & Co., Inc. and Wyeth. He currently serves on the boards of Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM), BioMarin Pharmaceutical, Inc. (Nasdaq: BMRN) and Century Therapeutics, Inc. (Nasdaq: IPSC), each a public biotech company, where he has been a member since April 2023, February 2025, and October 2022, respectively. He also serves on the board of Odyssey Therapeutics, Inc., Cour Pharmaceuticals Development Company, Inc., Catalent, Inc., and is chairman of the board of directors of Latigo Biotherapeutics, Inc., each private biotech companies. He previously served as chairman of the board of directors of Horizon (acquired by Amgen) from July 2008 to October 2023. Mr. Walbert currently serves on the Board of Trustees of Muhlenberg College. He previously served on the board of directors for Aurinia Pharmaceuticals Inc. (Nasdaq: AUPH), a public pharmaceutical company, from 2020 to 2022; Exicure, Inc. (Nasdaq: XCUR), a public biotechnology company, from 2019 to 2022; Assertio Therapeutics, Inc. (Nasdaq: ASRT), a public biopharma company, from 2014 to 2020; Raptor Pharmaceutical Corp. (Nasdaq: RPTP), a public biotechnology company, from 2010 to 2014; XOMA Corporation (Nasdaq: XOMA), a public biotechnology company, from 2011 to 2017; and Sucampo Pharmaceuticals Inc. a formerly-public biopharmaceutical company (now part of Mallinckrodt plc), from 2016 to 2018. He is also a member of the Economic Club of Chicago, the Commercial Club of Chicago and the Civic Committee of the Commercial Club of Chicago. Mr. Walbert previously served on the board of the Biotechnology Innovation Organization, the Pharmaceutical Research and Manufacturing Association, the Illinois Biotechnology Innovation Organization and World Business Chicago. Mr. Walbert received a Bachelor of Arts in business from Muhlenberg College in Allentown, PA. | | | | Skills & Qualifications: We believe that Mr. Walbert is qualified to serve on our Board due to his extensive executive-level leadership experience in the biotechnology industry. | | |

  14. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

  15. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | DAVID HAPPEL | | | | Age: 63 Director Since: 2022 | Committee Memberships: None | Other Public Directorships: None | | David Happel has served as our Chief Executive Officer and a director since October 2022. From March 2020 through October 2022, he was President and Chief Executive Officer of Cognoa, Inc., a pediatric behavioral health company developing AI-based technologies for developmental and behavioral health conditions, including the first FDA-authorized diagnostic aid, Canvas Dx, for autism. From February 2018 to March 2020, Mr. Happel was President, Chief Executive Officer and a director on the board of Chrono Therapeutics Inc. In addition, he previously held several executive and commercial positions at Horizon, Raptor Pharmaceutical Corp., Dynavax Technologies Corporation and Chiron Corporation. Mr. Happel has a B.A. in chemistry from Indiana University and an M.B.A. from Indiana State University. | | | | Skills & Qualifications: We believe that Mr. Happel is qualified to serve on our Board due to the valuable experience he brings in his capacity as our President and Chief Executive Officer along with significant leadership experience in the life science industry. | | |

  16. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | GEORGE KEMBLE, PH.D. | | | | Age: 64 Director Since: 2015 | Committee Memberships: None | Other Public Directorships: None | | George Kemble, Ph.D. has served as a director since October 2015 and has served as our Executive Chairman of the Board since October 2022. He previously served as our Chief Executive Officer from October 2015 through October 2022, in addition to serving as our Chief Scientific Officer from August 2011 through October 2022. From 2001 through 2011, he held various leadership positions at MedImmune LLC, a biologics company and subsidiary of AstraZeneca PLC, including Vice President of Research & Development for Vaccines, Senior Vice President of Research for Biologics and General Manager of the California operations. Early in his career, from 1993 until 2001, he was a research scientist at Aviron Ltd. focusing on viral vaccine technologies. He received his B.S. in biology from Santa Clara University, a Ph.D. from Stanford University from the department of microbiology and immunology and held a postdoctoral research fellowship at University of California, San Francisco. | | | | Skills & Qualifications: We believe that Dr. Kemble is qualified to serve on our Board due to his experience with scientific programs spanning stages from early research through licensure combined with his leadership of organizations integrating both scientific and business disciplines. | | |

  17. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | JENNIFER JARRETT | | | | Age: 54 Director Since: 2024 | Committee Memberships: Audit | Other Public Directorships: Syndax Pharmaceuticals, Inc., Zura Bio Ltd. | | Jennifer Jarrett has served as a member of our Board since August 2024. Since October 2020, she has served as Chief Operating Officer of Arcus Biosciences, Inc., or Arcus, a clinical-stage, global biopharmaceutical company, and previously served on the board of directors of Arcus from January 2019 until January 2024. Prior to joining Arcus as Chief Operating Officer, Ms. Jarrett served as Vice President, Corporate Development and Capital Markets at Uber, Inc., a technology company providing a platform for mobility, delivery and freight services, from January 2019 to September 2020 and prior to that, served as Arcus’ Chief Operating and Financial Officer from March 2017 to January 2019. From April 2016 to October 2016, Ms. Jarrett was the Chief Financial Officer of Medivation, Inc., a biopharmaceutical company, which was acquired by Pfizer Inc. Prior to that, Ms. Jarrett spent 20 years in investment banking, most recently as Managing Director at Citigroup from July 2010 to March 2016, where she was responsible for managing their west coast life sciences investment banking practice. Ms. Jarrett currently serves on the board of directors of Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX), Zura Bio Ltd (Nasdaq: ZURA), Cajal Neuroscience, Inc., and LifeMine Therapeutics, Inc. and previously served on the boards of directors of Arena Pharmaceuticals, Inc. from July 2017 until its acquisition by Pfizer in March 2022, Audentes Therapeutics from July 2017 until its acquisition by Astellas Pharma Inc. in January 2020, Radius Health, Inc. from May 2022 until its acquisition by Gurnet Point Capital and Patient Square Capital in August 2022, and Consonance-HFW Acquisition Corp. from December 2020 until its business combination with Surrozen Operating, Inc. in August 2021. Ms. Jarrett holds a B.A. in Economics, cum laude, from Dartmouth College and an M.B.A. from Stanford Graduate School of Business. | | | | Skills & Qualifications: We believe that Ms. Jarrett is qualified to serve on our Board due to her significant financial, business and strategic experience in the life sciences sector. | | |

  18. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | ANNE PHILLIPS, M.D. | | | | Age: 71 Director Since: 2024 | Committee Memberships: Nominating and Corporate Governance | Other Public Directorships: Barinthus Biotherapeutics, vTv Therapeutics | | Anne Phillips, M.D. has served as a member of our Board since August 2024. Dr. Phillips has over 25 years of pharmaceutical industry experience. Ms. Phillips joined our Board following a tenure at Novo Nordisk A/S, a global healthcare company, where she most recently served as a Senior Vice President of Clinical, Medical & Regulatory Affairs, North America Operations, leading the drug development, clinical operations, medical, regulatory, health economics and outcomes research, and safety teams, from January 2011 to August 2022. Prior to joining Novo Nordisk, Dr. Phillips held positions of increasing seniority at GSK plc from 1998 to 2010, most recently as Vice President, Medicine Development Leader. Dr. Phillips currently serves on the board of directors of Barinthus Biotherapeutics plc (Nasdaq: BRNS), a clinical-stage biopharmaceutical company, a position she has held since February 2021, and most recently, vTv Therapeutics Inc. (Nasdaq: VTVT), a clinical-stage public biopharmaceutical company, whose board she joined in March 2024. Dr. Phillips previously served as a member of the board of directors of Trevena, Inc. (Nasdaq: TRVN), a biopharmaceutical company, from December 2014 to November 2024, Carmot Therapeutics Inc., a biopharmaceutical company, from September 2022 to December 2023, when it was acquired by F. Hoffmann-La Roche AG and AMAG Pharmaceuticals, Inc., a pharmaceutical company, from April 2019 to November 2020. Dr. Phillips received an Hon. B.Sc. in Zoology from the University of Western Ontario and an M.D. from the University of Toronto. She completed postgraduate training in Internal Medicine, Medical Microbiology and Infectious Diseases. | | | | Skills & Qualifications: We believe that Dr. Phillips is qualified to serve on our Board due to her significant pharmaceutical industry experience. | | |

  19. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We have designed and implemented our compensation program for our non-employee directors to attract, motivate and retain individuals who are committed to our values and goals and who have the expertise and experience that we need to achieve those goals.

  20. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Our Board has adopted a non-employee director compensation policy. The policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, our non-employee directors are eligible to receive cash retainers (which will be payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below, provided that our non-employee directors may opt to receive their cash retainers in fully vested shares of our Series A common stock:

  21. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE The following table below sets forth information for the fiscal year ended December 31, 2024 regarding the compensation of our non-employee directors.

  22. 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Elizabeth Grammer(2) | 57,125 | 176,407 | 233,532 | | Paul Hoelscher(3) | 41,250 | 326,443 | 367,693 | | Merdad Parsey, M.D., Ph.D.(4) | 51,250 | 176,407 | 227,657 | | Beth Seidenberg, M.D.(5) | 51,875 | 176,407 | 228,282 | | Anne Phillips, M.D.(6) | 18,542 | 299,555 | 318,097 | | Jennifer Jarrett(7) | 19,792 | 299,555 | 319,347 | | Timothy P. Walbert(8) | 39,375 | 326,443 | 365,818 | | Richard Rodgers(9) | 23,613 | — | 23,613 | | Jinzi Wu(9) | 17,253 | — | 17,253 |

  23. 2024 DIRECTOR COMPENSATION TABLE

    (1) Amounts shown in this column do not reflect dollar amounts actually received by our directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted in 2024, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair values of the restricted stock units reported in this column are set forth in note 2 of our financial statements included in our 2024 Form 10-K. (2) As of December 31, 2024, Ms. Grammer held 100,992 unexercised stock options. (3) As of December 31, 2024, Mr. Hoelscher held 82,293 unexercised stock options. (4) As of December 31, 2024, Dr. Parsey held 98,661 unexercised stock options. (5) As of December 31, 2024, Dr. Seidenberg held 74,675 unexercised stock options. (6) As of December 31, 2024, Dr. Phillips held 113,895 unexercised stock options. (7) As of December 31, 2024, Ms. Jarrett held 113,895 unexercised stock options. (8) As of December 31, 2024, Mr. Walbert held 82,293 unexercised stock options. (9) Mr. Rodgers and Mr. Wu served on our Board until June 2024. In addition, we have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

  24. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents all the compensation awarded to, earned by or paid to our named executive officers during the fiscal year ended December 31, 2024.

  25. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | David Happel President and Chief Executive Officer | 2024 | 582,000 | — | — | 320,100 | 4,064 | 906,164 | | | 2023 | 502,894 | 1,849,734 | — | 329,725 | 3,564 | 2,685,917 | | Thierry Chauche Chief Financial Officer(6) | 2024 | 314,545 | — | 1,966,704(7) | 125,721 | 506 | 2,407,476 | | | 2023 | — | — | — | — | — | — | | Eduardo Bruno Martins, M.D., D.Phil., Chief Medical Officer | 2024 | 475,000 | — | — | 190,000 | 4,064 | 669,064 | | | 2023 | 442,930 | 265,127 | 594,620 | 202,840 | 3,564 | 1,509,081 |

  26. 2024 Summary Compensation Table

    (1) The amounts reported for 2023 reflect annual salary adjustments that were made during 2023. For more information, see “Annual base salary” below. (2) The amounts reported represent the aggregate grant date fair value of the restricted stock units granted to our named executive officers in the applicable year, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair values of the restricted stock units reported in this column are set forth in note 2 of our financial statements included in our 2024 Form 10-K. These amounts reported in this column reflect the accounting cost for these restricted stock units and do not correspond to the economic value that may be received by our named executive officers upon vesting and settlement of such awards or any sale of the shares of our Series A common stock received. (3) The amounts reported represent the aggregate grant date fair value of the stock options granted to our named executive officers in the applicable year, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair values of the stock options reported in this column are set forth in note 2 of our financial statements included in our 2024 Form 10-K. These amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the economic value that may be received by our named executive officers upon the exercise of such awards or any sale of the underlying shares of our Series A common stock. (4) The amounts reported reflect performance-based cash bonus payments awarded based on the achievement of certain corporate performance goals. All of the bonuses earned by our named executive officers in 2023 were paid in cash in 2024 and all of the bonuses earned by our named executive officers in 2024 were paid in cash in 2025. The amounts reported include life insurance premium payments made in 2023 for Mr. Happel and Dr. Martins in the amount of $3,564 and $3,564, respectively, and in 2024 for Mr. Happel, Mr. Chauche and Dr. Martins in the amounts of $3,564, $506 and $3,564, respectively. The amounts reported in 2024 for each of Mr. Happel and Dr. Martins also includes a $500 holiday gift card offered to all of our employees. Mr. Chauche was appointed Chief Financial Officer in May 2024. (7) In connection with Mr. Chauche’s appointment to Chief Financial Officer, Mr. Chauche was granted a stock option as an inducement material to his acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

  27. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table presents the outstanding equity awards held by each named executive officer as of December 31, 2024:

  28. Outstanding Equity Awards as of December 31, 2024

    | | | Option Awards(1) | | | | Stock Awards | | | | Grant Date(2) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price Per Share ($)(3) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(4) | | David Happel | 10/17/2022(5) | 548,086 | 463,740 | $7.15 | 10/16/2032 | | | | | 11/17/2023(6) | | | | | 468,683 | $2,109,074 | | Thierry Chauche | 5/6/2024(7) | — | 587,181 | $4.28 | 5/5/2034 | | | | Eduardo Bruno Martins, M.D., D.Phil. | 2/19/2021(5) | 189,878 | 8,254 | $6.36 | 2/18/2031 | | | | | 4/20/2023(8) | 18,340 | 25,669 | $13.51 | 4/19/2033 | | | | | 11/17/2023(6) | | | | | 67,178 | $302,301 |

  29. Outstanding Equity Awards as of December 31, 2024

    All of the options, except as noted in the footnotes below, were granted under the 2007 Plan, the 2017 Plan or the 2023 Plan (each as defined below), the terms of which are described below under “Executive Compensation — Equity Benefit Plans — 2007 Equity Incentive Plan”, “Executive Compensation — Equity Benefit Plans — 2017 Equity Incentive Plan” and “Executive Compensation — Equity Benefit Plans — 2023 Equity Incentive Plan.” Except where otherwise noted, if within the twelve-month period that immediately follows a change of control (as defined in the named executive officer’s employment agreement) the named executive officer’s employment is terminated without cause or the named executive officer resigns for good reason (as defined in the named executive officer’s employment agreement), then 100% of the award shall accelerate and become fully vested as of the termination date. (3) Prior to our IPO, all of the option awards were granted with a per share exercise price equal to the fair market value of one share of our Series A common stock on the date of grant, as determined in good faith by our Board or Compensation Committee. Following our IPO, all of the option awards were granted with a per share exercise price equal to the closing price of our Series A on the date of grant. (4) The market value is based on the closing stock price of $4.50 on December 31, 2024. (5) 25% of the shares subject to the option vest one year after the vesting commencement date and 1/48th of the shares subject to the option vest monthly thereafter subject to the named executive officer’s continued service through each vesting date. (6) The restricted stock units vest in four equal annual installments beginning July 18, 2024, subject to the named executive officer’s continued service to our Company through each vesting date. (7) This stock option award was granted as an inducement grant in accordance with Nasdaq Listing Rule 5635(c)(4) and not in accordance with the 2007 Plan, 2017 Plan or 2023 Plan or any other equity plan of the Company, as an inducement material to Mr. Chauche entering into employment with us. 25% of the shares subject to the option vest on May 6, 2025, with the remainder vesting over thirty-six equal monthly installments thereafter, subject to Mr. Chauche’s continued service on each such vesting date. (8) 1/48th of the shares subject to the option vest monthly following the vesting commencement date, subject to the named executive officer’s continued service through each vesting date.

  30. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our Board may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  31. Executive Officer and Director Compensation

    Executive Officer and Director Compensation Please see “Executive Compensation” and “Director Compensation” for information regarding the compensation of our directors and executive officers.

  32. PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028

    PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028 At the Annual Meeting, our stockholders will vote on the election of two Class II director nominees named in this Proxy Statement as directors, each to serve until our 2028 Annual Meeting and until their respective successors are elected and qualified. Our Board has unanimously nominated Elizabeth Grammer, Esq. and Beth Seidenberg, M.D. for election to our Board at the Annual Meeting. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If either nominee is unable to serve, the Nominating and Corporate Governance Committee will recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

  33. PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2028

    | OUR BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF ELIZABETH GRAMMER, ESQ. AND BETH SEIDENBERG, M.D. | ✓ |