DEF 14A of Macrogenics Inc, Apr 8, 2024

DEF 14A of Macrogenics Inc

Filed Apr 8, 2024 · FY20230001125345-24-000076

Open on EDGAR

  1. TABLE OF CONTENTS

    | Information About the Proxy Process and Voting | | Proposal No. 1. Election of Directors | | Director Compensation | | Proposal No. 2. Ratification of Selection of Independent Registered Public Accounting Firm | | Audit Committee Report | | Proposal No. 3. Advisory Vote on Executive Compensation | | Proposal No. 4. Approval of the Amendment to the MacroGenics, Inc. 2023 Equity Incentive Plan | | Corporate Governance | | Certain Relationships and Related Party Transactions | | Executive Officers | | Executive Compensation Information | | Item 402(v) Pay vs Performance | | CEO Pay Ratio Disclosure | | Information About Equity Compensation Plans | | Security Ownership of Certain Beneficial Owners and Management | | Delinquent Section 16(a) Reports | | Householding of Proxy Materials | | Where You Can Find More Information | | Appendix A: MacroGenics, Inc. 2023 Equity Incentive Plan, As Amended |

  2. How are director nominee withhold votes treated?

    How are director nominee withhold votes treated? Director nominees are elected by a plurality of the votes cast at the Annual Meeting. The nominees receiving the highest number of votes “For” will be elected. Votes may be cast “For” or may be “Withheld” with respect to any or all of the director nominees. For purposes of the election of directors, votes that are “Withheld” and broker non-votes (described below) will be counted as “present” for purposes of establishing a quorum but will not be counted as votes cast and will have no effect on the result of the vote.

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  4. Background

    Background Our Board is divided into three classes. Each class consists, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board, and each class has a three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) will be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the term of the class of directors in which the vacancy occurred, subject to the election and qualification of such director’s successor, or until such director’s earlier death, resignation or removal. At the Annual Meeting, stockholders will have an opportunity to vote for the re-election of Scott Jackson, Margaret Liu, M.D, and David Stump, M.D. to serve as Class II directors. Each director nominee to be elected will hold office from the date of their election by the stockholders until the 2027 Annual Meeting of Stockholders or until their successor is elected and has been qualified, or until such director’s earlier death, resignation or removal.

  5. Board Recommendation

    Board Recommendation The Board unanimously recommends a vote “FOR” the election of each of the Class II director nominees.

  6. DIRECTORS AND NOMINEES

    DIRECTORS AND NOMINEES This section provides information as of the date of this proxy statement about each Class II director nominee as well as those directors whose terms continue after the Annual Meeting. The information includes age, all positions and offices held with us, length of service as a director, principal occupation and employment for the past five years and the names of other publicly held companies of which s/he has served as a director during the past five years. For information about the number of shares of common stock beneficially owned by our directors as of March 22, 2024, please see “Security Ownership of Certain Beneficial Owners and Management” beginning on page 50. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. Each of Scott Jackson, Margaret Liu, M.D., and David Stump, M.D. has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the Annual Meeting.

  7. Class II Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

    Class II Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

  8. Scott Jackson, age 59

    Scott Jackson, age 59 Mr. Jackson has served as a director since January 2017. Mr. Jackson served as Chief Executive Officer and as a member of the Board of Directors of Celator Pharmaceuticals, Inc. from April 2008 until July 2016, when the company was acquired by Jazz Pharmaceuticals plc. Mr. Jackson has more than 30 years of experience in the pharmaceutical and biotechnology industry and has held positions of increasing responsibility in sales, marketing and commercial development at Eli Lilly and Company, SmithKline Beecham, ImClone Systems Inc., Centocor Inc., a division of Johnson & Johnson, Eximias Pharmaceutical and YM BioSciences. Mr. Jackson serves as a director of GlycoMimetics, Inc., Spero Therapeutics, Inc., and Mural Oncology plc; all publicly held companies. Mr. Jackson serves on the audit committees of GlycoMimetics, Inc., Spero Therapeutics, Inc., and Mural Oncology plc. Our Board has determined that simultaneous service on more than three audit committees of public companies by Mr. Jackson does not impair his ability to serve on our Audit Committee nor does it represent or in any way create a conflict of interest for the Company. Mr. Jackson also serves on the Board of Directors of Philabundance, a non-profit organization addressing food insecurity in the Philadelphia region. He holds a B.S. in pharmacy from the Philadelphia College of Pharmacy and Science and an M.B.A. from the University of Notre Dame. Based on Mr. Jackson’s depth of experience in the pharmaceutical and biotechnology industries ranging from executive officer to director roles and experience with commercial development, the Board believes Mr. Jackson has the appropriate set of skills to serve as a member of our Board.

  9. Margaret A. Liu, M.D., age 67

    Margaret A. Liu, M.D., age 67 Dr. Liu has served as a director since January 2023. Dr. Liu has served as the Chief Executive Officer of PAX Therapeutics since 2020. She is an Adjunct Full Professor at the University of California, San Francisco and Hedersdoktor with scientific affiliation in the Department of Medicine at the Karolinska Institutet. Dr. Liu widely consults for companies and NGOs such as WHO through her activities as Principal of ProTherImmune LLC and previously held positions of increasing responsibility at Merck & Co. and Chiron Corporation. She is a Board Member of the International Society for Vaccines (and President Emerita) as well as a Director of Ipsen, where she chairs the Ethics and Governance Committee and is a member of the Innovation and Development Committee. She served on the boards of Transgene, Sangamo Biosciences, Adjuvance Technologies and the International Vaccine Institute (established by the United Nations), and was Senior Advisor in Vaccinology at the Bill & Melinda Gates Foundation. Dr. Liu obtained an M.D. from Harvard Medical School and a B.A. in Chemistry from Colorado College. She completed an Internship and Residency in Internal Medicine and a Fellowship in Endocrinology, all at Massachusetts General Hospital/Harvard Medical School and was an Instructor in Medicine at Harvard University. She also was a Visiting Scientist at MIT where she pioneered bispecific antibodies and an Adjunct Assistant Professor of Medicine at the University of Pennsylvania and a member of the NIH NIAID Advisory Council. The Board believes that Dr. Liu’s medical training and more than 30 years of experience in biotechnology and pharmaceuticals qualify her to serve as a member of our Board.

  10. David Stump, M.D., age 74

    David Stump, M.D., age 74 Dr. Stump has served as a director since September 2013. Dr. Stump was most recently Executive Vice President, Research and Development at Human Genome Sciences, Inc., where he was employed from November 1999 until his retirement in December 2012. Dr. Stump also serves as a director of REGENXBIO, Inc., which is a publicly held company. He was previously a director of Dendreon Corporation, Portola Pharmaceuticals, Inc. and Sunesis Pharmaceuticals, Inc., all publicly held companies. He also serves on the board of trustees of Earlham College. He holds an A.B. from Earlham College and an M.D. from Indiana University and completed his residency and fellowship training in internal medicine, hematology, oncology, and biochemistry at the University of Iowa. The Board believes that Dr. Stump’s medical training and 23 years of experience in research and development and operations in the biotechnology industry, as well as his public company board service, qualify him to serve as a member of our Board.

  11. Class III Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    Class III Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

  12. Karen Ferrante, M.D., age 66

    Karen Ferrante, M.D., age 66 Dr. Ferrante has served as a director since January 2017. Dr. Ferrante, a hematologist-oncologist, most recently served as Chief Medical Officer and Head of Research and Development at Tokai Pharmaceuticals and brings over 25 years of oncology drug development experience to the Board. Prior to Tokai, Dr. Ferrante held several senior level positions at Millennium Pharmaceuticals Inc. and parent company Takeda Pharmaceuticals, including Oncology Therapeutic Area Head, Takeda Cambridge Site Head and Chief Medical Officer. Dr. Ferrante previously held positions of increasing responsibility at Pfizer Global Research and Development and Bristol-Myers Squibb. Dr. Ferrante holds an M.D. from Georgetown University and completed her internship and residency in internal medicine at New England Deaconess Hospital (now part of Beth Israel Deaconess Medical Center) followed by a fellowship in hematology and oncology. She currently serves as a member of the board of Cogent Biosciences, a publicly traded biopharmaceutical company. She previously served on the board of Hutch-Med (formerly Chi-Med) a publicly traded biopharmaceutical company and Progenics Pharmaceuticals, Inc. and Baxalta Inc., previously publicly traded biopharmaceutical companies. She also served on the scientific advisory board of Kazia Therapeutics (2016-2022) and the Trillium Therapeutics' scientific advisory board until its acquisition by Pfizer in 2021. Based on Dr. Ferrante’s depth of experience in the biotechnology industry, ranging from executive officer to director roles, the Board believes Dr. Ferrante has the appropriate set of skills to serve as a member of our Board.

  13. William Heiden, age 64

    William Heiden, age 64 Mr. Heiden has served as chair of our Board of Directors since May 2022. Mr. Heiden brings over 35 years of experience in the biotechnology and pharmaceutical industry to the MacroGenics Board of Directors. Mr. Heiden most recently served as President, Chief Executive Officer and board member of AMAG Pharmaceuticals building a diverse portfolio of commercial and development-stage products from May 2012 to January 2020. Prior to joining AMAG, he served as President and Chief Executive Officer of Genzyme Transgenics Company (GTC), from June 2010 to May 2012, which was acquired by LFB, S.A. Prior to joining GTC, Mr. Heiden was President, Chief Executive Officer and board member of venture-backed Elixir Pharmaceuticals from 2004 to 2008. Prior to joining Elixir, Mr. Heiden served as President and Chief Operating Officer of Praecis Pharmaceuticals from 2002 to 2004, which was acquired by GSK. From 1987 to 2002, Mr. Heiden progressed through various positions of increasing responsibility at Schering-Plough Corporation (now Merck & Co.), including managing a number of businesses in the United States, Europe and Canada. Mr. Heiden also serves on the Board of Directors of Atara Biotherapeutics, Inc., a publicly held company. He also serves on the boards of privately held companies Third Pole Therapeutics, CoreA Therapeutics He also serves on the board of Boston Collegiate Charter School, a non-profit organization. Heiden holds an M.B.A. from Cornell University’s Johnson Graduate School of Management, a Master’s in International Management from the University of Louvain (Belgium) and a B.A. degree in finance from the University of Florida. The Board believes that Mr. Heiden’s 30 plus years of pharmaceutical industry experience leading organizations in both large pharmaceutical and emerging biotechnology companies, significant commercial expertise, and strong deal making experience qualify him to serve as a member of our Board.

  14. Edward Hurwitz, age 60

    Edward Hurwitz, age 60 Mr. Hurwitz has served as a director since October 2004. From 2017 to 2023 Mr. Hurwitz was a Managing Director of MPM Capital, a life sciences venture capital firm. Prior to joining MPM Capital, Mr. Hurwitz was the founding Managing Director of Precision Bioventures, LLC, a consulting and investment advisory firm. He was a director of Alta BioPharma III, L.P., and Alta Partners VIII, L.P., funds affiliated with Alta Partners, a venture capital firm, from 2002 through December 2014. Mr. Hurwitz also serves as a director of Dyne Therapeutics, a publicly held company. Mr. Hurwitz also served on the Board of Directors of Applied Genetic Technologies Corporation until its acquisition in 2022. Mr. Hurwitz received J.D. and M.B.A degrees from the University of California at Berkeley in 1990 and a B.A. in molecular biology from Cornell University in 1985. The Board believes that Mr. Hurwitz’s financial and scientific expertise, as well as his deep understanding of the biotechnology industry, makes him an important asset to our Board as it assesses both financial and strategic decisions.

  15. Meenu Chhabra Karson, age 51

    Meenu Chhabra Karson, age 51 Ms. Chhabra Karson has served as a director since January 2023. Since July 2023, Ms. Chhabra Karson has served as Executive Chair of Samsara Therapeutics. She previously served as President and Chief Executive Officer of Proteostasis Therapeutics from May 2014 until December 2020. From 2007 to 2014, Ms. Chhabra Karson was President and Chief Executive Officer at Allozyne, Inc. Prior to her time at Allozyne, she served as the Chief Business Officer at BioXell SpA and has also held roles of increasing responsibility at Novartis, Warner-Lambert Company, LLC, and Bristol-Myers Squibb. Ms. Chhabra Karson obtained her M.B.A. from York University and her B.Sc. from the University of Toronto. The Board believes that Ms. Chhabra Karson’s more than 20 years of operational leadership in biopharmaceutical companies and financial expertise qualify her to serve as a member of our Board.

  16. Class I Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Class I Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

  17. Scott Koenig, M.D., Ph.D., age 71

    Scott Koenig, M.D., Ph.D., age 71 Dr. Koenig has been our President, Chief Executive Officer and a director since September 2001 and was one of our co-founders. Prior to joining MacroGenics, Dr. Koenig served as Senior Vice President of Research at MedImmune, Inc., where he participated in the selection and maturation of its product pipeline. From 1984 to 1990, he worked in the Laboratory of Immunoregulation at the National Institute of Allergy and Infectious Diseases at the National Institutes of Health, where he investigated the immune response to retroviruses and studied the pathogenesis of AIDS. Dr. Koenig currently serves as a member of the Board of Directors of GlycoMimetics, Inc., and previously served as Chairman of the Board of Directors of Applied Genetic Technologies Corporation until its acquisition in 2022, both publicly held companies. Additionally, Dr. Koenig serves on the Board of Directors of the International Biomedical Research Alliance and the Biotechnology Innovation Organization ("BIO"). Dr. Koenig received his A.B. and Ph.D. from Cornell University and his M.D. from the University of Texas Health Science Center in Houston. We believe that Dr. Koenig’s detailed knowledge of our company and his over 30 years in research and the biotechnology industry provide a valuable contribution to our Board.

  18. Federica O’Brien, age 66

    Federica O’Brien, age 66 Ms. O’Brien has served as a director since February 2021. Ms. O'Brien is President of CFO'Brien Consulting, LLC which she founded in 2018, providing strategic and operational consulting, and flex time chief financial officer services primarily for biotech companies. She most recently served as Chief Financial Officer of Complexa Inc. from 2015 to 2017. Previously, Ms. O'Brien served as Chief Financial Officer of Cerecor Inc. from 2013 to 2015, and as Chief Financial Officer and Chief Operating Officer of Cervilenz, Inc. from 2011 to 2013. Ms. O'Brien was also Chief Financial Officer at Cardiokine Inc., a private biotech, and a Controller at Barrier Therapeutics, Inc., and Chief Financial Officer at Infonautics, Inc., both publicly held companies. Ms. O’Brien currently serves on the Board of Directors of TELA Bio, Inc. where she also chairs the Audit Committee. She began her career at public accounting firms, most recently as an Audit Manager for Coopers & Lybrand. Ms. O’Brien received her B.A. in Accounting from Rutgers University and is a Certified Public Accountant-Inactive, retired after thirty-eight years. The Board believes that Ms. O’Brien’s over 25 years of financial and operational leadership in biopharmaceutical, medical device, and technology companies and strong financial expertise qualify her to serve as a member of our Board.

  19. Jay Siegel, M.D., age 71

    Jay Siegel, M.D., age 71 Dr. Siegel has served as a director since November 2017. He most recently served as Chief Biotechnology Officer and Head of Scientific Strategy and Policy at Johnson & Johnson, which he joined in 2003, and on the Executive Committees and Boards of BIO and the Alliance for Regenerative Medicine and previously at Johnson & Johnson as Company Group President for Biotechnology, Immunology, and Oncology. Prior to joining Johnson & Johnson, Dr. Siegel had a distinguished 20-year career at the Food and Drug Administration ("FDA") in positions of increasing responsibility, including directing the office responsible for reviewing and approving therapeutic biologics. Dr. Siegel currently is a member of the National Academies' Forum on Regenerative Medicine. He received a B.S. in Biology from the California Institute of Technology and an M.D. from Stanford University. He trained in internal medicine at the University of California, San Francisco, and in infectious diseases and immunology at Stanford University. The Board believes that Dr. Siegel’s medical training and more than 35 years of experience in biotechnology qualify him to serve as a member of our Board.

  20. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We have adopted a director compensation program for our non-employee directors. Our directors who are employees are compensated for their service as employees and do not receive any additional compensation for their service on our Board. Pursuant to the director compensation program, our non-employee directors received an annual retainer of $45,000, to be pro-rated if he or she is serving as a director for less than the full year. If our chair is a non-employee director, the chair receives an additional annual retainer of $35,000. In addition, all non-employee directors who served on one or more committees in 2023 were eligible to receive the following committee fees:

  21. DIRECTOR COMPENSATION

    | Committee | Member Annual Retainer ($) | Chair Additional Annual Retainer ($) | | Audit Committee | 10,000 | 20,000 | | Compensation Committee | 7,500 | 15,000 | | Nominating and Corporate Governance Committee | 5,000 | 10,000 | | Science and Technology Committee | 7,500 | 15,000 |

  22. DIRECTOR COMPENSATION

    All of these annual fees are paid in quarterly installments in, at each director’s election, either cash or stock options based on the Black-Scholes value of the dollar amount of the retainer as of the date of grant. Directors are also reimbursed for their reasonable expenses incurred in connection with attendance at Board and committee meetings. Other than the annual retainers and committee fees paid pursuant to our director compensation program described above, non-employee directors are not entitled to receive any cash fees in connection with their service on our Board. Director compensation is reviewed regularly, generally on an annual basis, by the Compensation Committee of our Board (the “Compensation Committee”). In setting director compensation, including any modifications to the director compensation program, the Compensation Committee considers several factors including the Company’s size and stage of development and market data of the Company’s peer group, as described below under "Executive Compensation Information" of this proxy statement. The Compensation Committee also considers recommendations from its independent compensation consultant in making these determinations. In addition, non-employee directors are entitled to receive an option to purchase shares of our common stock (the “Initial Option”) and a grant of restricted stock units (the "Initial RSU Grant") upon initial election or appointment to the Board. Non-employee directors are also entitled to receive an option to purchase shares of our common stock annually thereafter (the “Annual Option”) as well as an annual restricted stock unit grant (the "Annual RSU Grant"). As of May 2023, the number of shares of common stock available for the Initial Option and Annual Option were 38,000 and 19,000 shares, respectively, and the number of restricted stock units for the Initial RSU Grant and the Annual RSU Grant were 9,000 and 4,500, respectively. Options granted to non-employee directors have a per share exercise price equal to the per share fair market value of our common stock as of the date of grant. Such grants vest with respect to the Initial Option as to 1/36th of the shares of our common stock underlying such option monthly, and with respect to the Annual Option as to 1/12th of the shares of our common stock underlying such option monthly, beginning on the first monthly anniversary of the applicable grant date, subject to the director’s continued service on our Board through each vesting date. The Initial Option is granted on the date the director first joins the Board and the Annual Option is granted on the date of the first Board meeting held after each Annual Meeting of stockholders. Restricted stock units ("RSUs") granted to non-employee directors vest with respect to the Initial RSU Grant on an annual basis equally over three years, and the Annual RSU Grants vest after one year or the day prior to the next annual meeting, if earlier. Vesting for both the Initial RSU Grant and the Annual RSU Grant are subject to the director’s continued service on our Board through each vesting date. The Initial RSU Grant is granted upon initial election or appointment to the Board and the Annual RSU Grant is granted on the date of the first Board meeting held after each Annual Meeting of stockholders. The following table sets forth information concerning the compensation earned by our non-employee directors during the year ended December 31, 2023:

  23. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Total ($) | | Karen Ferrante, M.D. | 43,542 | 23,355 | 68,854 | 135,751 | | William Heiden | 87,917 | 23,355 | 68,854 | 180,126 | | Edward Hurwitz | 55,417 | 23,355 | 68,854 | 147,626 | | Scott Jackson | 75,417 | 23,355 | 68,854 | 167,626 | | Meenu Chhabra Karson (3) | 12,500 | 23,355 | 299,552 | 335,407 | | Margaret Liu, M.D. | 50,417 | 23,355 | 244,552 | 318,324 | | Federica O'Brien | 59,792 | 23,355 | 68,854 | 152,001 | | Jay Siegel, M.D. (3) | — | 23,355 | 143,851 | 167,206 | | David Stump, M.D. | 68,542 | 23,355 | 68,854 | 160,751 |

  24. DIRECTOR COMPENSATION

    (1)Amount reflects the grant date fair value of stock-settled RSU awards made during 2023 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation ("ASC 718"), as applied by analogy for non-employees. On June 6, 2023, each non-employee director was awarded 4,500 RSUs, with a grant date fair market value of $5.19 per share based on the closing price of our common stock on the award date. (2)Amount reflects the aggregate grant date fair value of options granted during 2023 computed in accordance with ASC 718, The assumptions used in the valuation of these awards are set forth in Note 10 to our financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023. (3)Ms. Karson and Dr. Siegel each elected to receive their 2023 fees in stock options in lieu of cash. Ms. Karson received 15,177 stock options with an aggregate grant date fair value of $55,000 and Dr. Siegel received 20,695 stock options with an aggregate grant date fair value of $75,000. As of December 31, 2023, each of our non-employee directors held the following outstanding equity awards:

  25. DIRECTOR COMPENSATION

    | Name | Unvested Stock Awards (#) | Shares Subject to Outstanding Options (#) | | Karen Ferrante, M.D. | 4,500 | 142,256 | | William Heiden | 4,500 | 55,000 | | Edward Hurwitz | 4,500 | 120,924 | | Scott Jackson | 4,500 | 117,000 | | Meenu Chhabra Karson | 4,500 | 70,177 | | Margaret Liu, M.D. | 4,500 | 55,000 | | Federica O'Brien | 4,500 | 106,080 | | Jay Siegel, M.D. | 4,500 | 151,775 | | David Stump, M.D. | 4,500 | 120,924 |

  26. APPROVAL OF THE AMENDMENT TO THE MACROGENICS, INC. 2023 EQUITY INCENTIVE PLAN

    APPROVAL OF THE AMENDMENT TO THE MACROGENICS, INC. 2023 EQUITY INCENTIVE PLAN On April 3, 2023, our Board adopted the 2023 Equity Incentive Plan (“2023 Plan”), which was approved by our stockholders at the annual meeting of shareholders held on May 31, 2023. As adopted by the Board and our stockholders, the 2023 Plan authorizes the issuance up to an aggregate of 4,850,000 shares of our common stock. On March 25, 2024, the Board adopted and approved an amendment to the 2023 Plan to increase the total number of shares that can be issued under the 2023 Plan by 2,000,000, subject to stockholder approval of the amendment. We are requesting that the stockholders approve this amendment to the 2023 Plan (“Amended 2023 Plan”). We are not requesting approval of any other changes to the 2023 Plan. The material terms of the 2023 Plan, as amended to increase the number of shares of our common stock available for issuance, are described under the “Description of the Amended 2023 Equity Incentive Plan,” below. If the stockholders do not approve the increase in the number of shares available for issuance, we will continue to operate the 2023 Plan under its current provisions.

  27. Why We are Asking our Stockholders to Approve the Amended 2023 Plan

    Why We are Asking our Stockholders to Approve the Amended 2023 Plan The Board approved the Amended 2023 Plan to ensure that we can continue to grant stock options, RSU awards and other awards in order to provide long-term incentives to current and future employees, non-employee directors and consultants. Our continued ability to offer equity awards under the Amended 2023 Plan is critical to our ability to attract, motivate and retain qualified employees, non-employee directors and consultants, particularly as we grow to support the research and development of our product candidates and in light of the highly competitive market for talent in which we operate.

  28. Equity Awards Are an Important Part of Our Compensation Philosophy

    Equity Awards Are an Important Part of Our Compensation Philosophy Our Board believes that the issuance of equity awards is a key element underlying our ability to attract, retain and motivate key personnel, non-employee directors and consultants. In addition, because of the highly regulated and complex industry that we operate in, our success depends on our ability to attract and retain individuals with deep experience in our industry. Without such key personnel, non-employee directors and consultants, we might not achieve our development and commercialization plans. Therefore, the Board believes that the Amended 2023 Plan to increase the number of shares issuable under the 2023 Plan is in the best interests of the Company and its stockholders and recommends a vote in favor of this Proposal No. 4. Approval by our stockholders of the Amended 2023 Plan to increase the number of shares issuable under the 2023 Plan will allow us to continue to attract and retain highly trained and experienced individuals who are critical to our success, through the grant of equity awards at levels determined appropriate by our Board or Compensation Committee. The Amended 2023 Plan will also allow us to utilize equity awards as long-term incentives to secure and retain the services of current and future employees, non-employee directors and consultants, consistent with our compensation philosophy and common compensation practice for biopharmaceutical companies. To date, we have relied significantly on equity awards in the form of stock option and RSU grants to attract and retain key employees, non-employee directors and consultants, all of whom are critical to our success. We believe the use of stock option and RSU grants strongly aligns the interests of our employees with those of our stockholders by placing a considerable proportion of our employees’ total compensation “at risk” because their compensation is contingent on the appreciation in value of our common stock. In addition, we believe equity award grants encourage employee ownership in the Company and promote retention through the reward of long-term value accretion.

  29. We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable

    We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable Equity awards are a vital part of our overall compensation program. Our compensation philosophy reflects broad-based eligibility for equity incentive awards, and we grant awards to substantially all of our employees. However, we recognize that equity awards dilute existing stockholders, and, therefore, we must responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to ensure that we maximize stockholders’ value by granting the appropriate number of equity incentive awards necessary to attract, reward, and retain employees and non-employee directors. The tables below show our responsible overhang and burn rate percentages.

  30. The Size of Our Share Reserve Increase Is Reasonable

    The Size of Our Share Reserve Increase Is Reasonable As described above, the 2023 Plan had 3,139,861 shares remaining available for grant as of March 22, 2024. If this Proposal No. 4 is approved by our stockholders, we will have a total of approximately 5,139,861 shares available for grant after the Annual Meeting, which includes 2,000,000 new shares available for grant pursuant to the Amended 2023 Plan, plus 3,139,861 shares, which represent the shares remaining available for issuance under the 2023 Plan. The Amended 2023 Plan will provide sufficient shares for issuance to meet our estimated near-term equity compensation needs for our current and future employees, non-employee directors and consultants. We operate in a highly competitive industry and geographies for employee talent and do not expect required rates of compensation to decline. One alternative to using equity awards would be to significantly increase cash compensation. We do not believe this would be in our best interests or the best interests of our stockholders because it would significantly impact our financial resources to further advance our programs. We believe that a combination of equity and cash compensation is more appropriate and preferable and meets the expected industry recruiting standards needed to enable us to attract, retain and motivate employees. It also helps to align our employees' interests with those of our stockholders. Any significant increase in cash compensation in lieu of equity awards would reduce the cash otherwise available for advancing the development of our product candidates. Furthermore, we do not believe a cash-oriented compensation program would provide the same value to us or our stockholders with respect to long-term employee retention or serve to align employees’ interests with those of our stockholders, in comparison to a program that includes equity awards.

  31. Overhang

    | | As of March 22, 2024 (Record Date) | | Total number of shares of common stock subject to outstanding stock options | 13,583,591 | | Weighted-average exercise price of outstanding stock options | $15.54 | | Weighted-average remaining term of outstanding stock options | 6.8 years | | Total number of shares of common stock subject to outstanding full value awards (RSUs and PSUs) | 1,123,787 | | Total number of shares of common stock available for grant under the 2023 Plan | 3,139,861 | | Total number of shares of common stock outstanding | 62,560,502 | | Per-share closing price of common stock as reported on Nasdaq Global Select Market | $14.48 |

  32. Burn Rate

    | | Total Number of Shares of Common Stock Subject to Stock Options Granted | Total Number of Shares of Common Stock Subject to Full Value Awards Granted | Weighted Average Number of Shares of Common Stock Outstanding | Burn Rate | | Fiscal Year 2023 | 3,367,777 | 707,635 | 61,929,198 | 6.58% | | Fiscal Year 2022 | 2,794,997 | 476,772 | 61,433,124 | 5.33% | | Fiscal Year 2021 | 1,941,671 | 16,500 | 59,944,717 | 3.27% |

  33. Key Plan Features

    Key Plan Features The 2023 Plan includes provisions that are designed to protect our stockholders' interests and to reflect corporate governance and best practices and are not impacted by this amendment, and those provisions continue in the Amended 2023 Plan including: •No single trigger accelerated vesting upon change in control. The Amended 2023 Plan does not provide for any automatic mandatory vesting of awards upon a change in control. •Prohibition on repricing. The Amended 2023 Plan specifically prohibits us from repricing any outstanding stock option or stock appreciation right by reducing the exercise price of the stock option or stock appreciation right or canceling any outstanding stock option or stock appreciation right that has an exercise price or strike price in excess of the current fair market value in exchange for cash or other stock awards without obtaining the approval of our stockholders within 12 months prior to such event. •Prohibition on the payment of dividends and dividend equivalents on unvested stock options or awards. The Amended 2023 Plan prohibits the payment or crediting of dividends or dividend equivalents with respect to any award until the underlying shares or units vest. •Prohibition on "liberal: share recycling on appreciation awards. Any shares of Common Stock reacquired or withheld (or not issued) by the Company to satisfy the exercise or purchase price of a stock award will no longer be available for issuance under the 2023 Plan, including any shares subject to a stock award that are not delivered to a participant because such stock award is exercised through a reduction of shares subject to such stock award (i.e., “net exercised”). In addition, any shares reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with an option or stock appreciation right, or any shares repurchased by the Company on the open market with the proceeds of the exercise or strike price of an option or stock appreciation right will no longer be available for issuance under the Amended 2023 Plan. •Awards subject to forfeiture/clawback. In February 2021, our Board adopted a policy designed to allow for the recoupment of certain cash and equity compensation in the event of certain misconduct by our current and former Section 16 officers. The policy allows for the recoupment of compensation, including compensation paid pursuant to all forms of equity compensation awards, that is granted, earned or vested based in whole or in part on the attainment of certain financial reporting measures. We may recover such compensation in the event of an accounting restatement due to material noncompliance with any financial reporting requirement, the noncompliance to which a current or former Section 16 officer of the Company knowingly contributes through misconduct, which includes if the officer violates SEC rules and regulations, Company policy, or willfully commits an act of fraud, dishonesty, gross recklessness or gross negligence in the performance of their duties, as determined by the final disposition of any related action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other completed proceeding. All Awards granted under the Plan will be subject to recoupment in accordance with the Company’s clawback policy adopted in February 2021 or with any other clawback policy that the Company otherwise adopts. •No discounted stock options or stock appreciation rights. All stock options and stock appreciation rights granted under the 2023 Plan must have an exercise price or strike price equal to or greater than the fair market value of our common stock on the date the stock option or stock appreciation right is granted. •Flexibility in designing equity compensation structure. The Amended 2023 Plan allows us to provide a broad array of equity incentives, including traditional option grants, stock appreciation rights, restricted stock awards, RSU awards, performance stock awards and other stock awards. By providing this flexibility, we can quickly and effectively react to trends in compensation practices and continue to offer competitive compensation arrangements to attract and retain the talent necessary for the success of our business.

  34. Description of the Amended 2023 Equity Incentive Plan

    Description of the Amended 2023 Equity Incentive Plan The material features of the Amended 2023 Plan are described below. The following description of the Amended 2023 Plan is a summary only and is qualified in its entirety by reference to the complete text of the Amended 2023 Plan. The Stockholders are urged to read the actual text of and Amended 2023 Plan is provided in Appendix A, where the foregoing amendment is shown in blackline text. Awards. Our Amended 2023 Plan provides for the grant of incentive stock options ("ISOs"), within the meaning of Section 422 of the Internal Revenue Code ("IRC") to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options ("NSOs"), stock appreciation rights, restricted stock awards, RSU awards, performance awards and other forms of awards to employees and directors. Authorized Shares. The maximum number of shares of our common stock that may be issued under our Amended 2023 Plan will not exceed 6,850,000 shares, which is equal to the sum of (1) 2,140,009 shares originally reserved under the 2023 Plan, plus (2) 2,000,000 new shares, plus (3) shares that remain available for the issuance of awards under our 2013 Stock Incentive Plan ("2013 Plan") as of immediately prior to the time our 2023 Plan became effective) plus shares of our common stock subject to outstanding stock options or other stock awards granted under our 2013 Plan that, on or after our 2023 Plan became effective, terminate or expire prior to exercise or settlement, are not issued because the award is settled in cash, are forfeited because of the failure to vest, or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time. The maximum number of shares of our common stock that may be issued on the exercise of ISOs under our Amended 2023 Plan is 18,000,000 shares. Shares subject to stock awards granted under our Amended 2023 Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares will not reduce the number of shares available for issuance under our Amended 2023 Plan. Any shares of our common stock previously issued pursuant to a stock award that are forfeited back to or repurchased or reacquired by us because of a failure to meet a contingency or condition required for the vesting of such shares will be added back to the share reserve and again become available under the Amended 2023 Plan. In addition, shares withheld to satisfy a tax withholding obligation in connection with an award other than a stock option or stock appreciation right, will not reduce the number of shares available for issuance under our Amended 2023 Plan. However, the following types of shares subject to stock awards will reduce the share reserve and will not become available for the grant of new stock awards under the Amended 2023 Plan: (1) shares of common stock reacquired or withheld (or not issued) by us to satisfy the exercise or purchase price of a stock award, including any shares subject to a stock award that are not delivered to a participant because the stock award is exercised through a reduction of shares subject to the stock award, (2) shares reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with an option or stock appreciation right, and (3) any shares repurchased on the open market with the proceeds of the exercise or strike price of an option or stock appreciation right. Plan Administration. Our Board of Directors, or a duly authorized committee of our Board of Directors, administer our Amended 2023 Plan and is referred to as the “plan administrator” herein. Our Board of Directors may also delegate to one or more of our officers the authority to (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under our Amended 2023 Plan, our Board of Directors have the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value and the provisions of each stock award, including the period of exercisability and the vesting schedule applicable to a stock award. The plan administrator has the power to modify outstanding awards under our Amended 2023 Plan; provided, however, that the Amended 2023 Plan specifically prohibits the plan administrator from repricing any outstanding stock option or stock appreciation right by reducing the exercise price of the stock option or stock appreciation right, or from canceling any outstanding stock option or stock appreciation right that has an exercise price or strike price in excess of the current fair market value in exchange for cash or other stock awards, in either case without obtaining the approval of our stockholders within 12 months prior to such event. Stock Options. Our Amended 2023 Plan allows for the grant of ISOs and NSOs pursuant to stock option agreements adopted by the plan administrator. The plan administrator will determine the exercise price for stock options, within the terms and conditions of our Amended 2023 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our common stock on the date of grant for NSOs and 110% of the fair market value of the stock subject to the option on the date of grant for ISOs. Options granted under our Amended 2023 Plan will vest at the rate specified in the stock option agreement as determined by the plan administrator. The plan administrator will determine the term of stock options granted under our Amended 2023 Plan, up to a maximum of 10 years. Unless the terms of an optionholder’s stock option agreement, or other written agreement between us and the recipient approved by the plan administrator, provide otherwise, if an optionholder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that either an exercise of the option or an immediate sale of shares acquired upon exercise of the option following such a termination of service is prohibited by applicable securities laws or our insider trading policy. If an optionholder’s service relationship with us or any of our affiliates ceases due to death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death. If an optionholder’s service relationship with us or any of our affiliates ceases due to disability, the optionholder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of its term. Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of our common stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO or (5) other legal consideration approved by the plan administrator.

  35. Description of the Amended 2023 Equity Incentive Plan

    Unless the plan administrator provides otherwise, options or stock appreciation rights generally are not transferable except by will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order, official marital settlement agreement or other divorce or separation instrument. Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the date of grant. Restricted Stock Unit Awards. Our Amended 2023 Plan allows for the grant of RSU awards pursuant to restricted stock unit award agreements adopted by the plan administrator. RSU awards may be granted in consideration for any form of legal consideration that may be acceptable to our Board of Directors and permissible under applicable law. An RSU award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator or in any other form of consideration set forth in the RSU award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by an RSU award. Except as otherwise provided in the applicable award agreement or other written agreement between us and the recipient approved by the plan administrator, RSU awards that have not vested will be forfeited once the participant’s continuous service ends for any reason. Restricted Stock Awards. Our Amended 2023 Plan allows for the grant of restricted stock awards pursuant to restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past or future services to us or any other form of legal consideration that may be acceptable to our Board of Directors and permissible under applicable law. The plan administrator will determine the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant’s service relationship with us ends for any reason, we may receive any or all of the shares of common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right. Stock Appreciation Rights. Our Amended 2023 Plan allows for the grant of stock appreciation rights pursuant to stock appreciation right agreements adopted by the plan administrator. The plan administrator will determine the purchase price or strike price for a stock appreciation right, which generally will not be less than 100% of the fair market value of our common stock on the date of grant. A stock appreciation right granted under our Amended 2023 Plan will vest at the rate specified in the stock appreciation right agreement as determined by the plan administrator. Stock appreciation rights may be settled in cash or shares of common stock or in any other form of payment as determined by our Board of Directors and specified in the stock appreciation right agreement. The plan administrator will determine the term of stock appreciation rights granted under our Amended 2023 Plan, up to a maximum of 10 years. If a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. This period may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. If a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause. In no event may a stock appreciation right be exercised beyond the expiration of its term. Performance Awards. Our Amended 2023 Plan permits the grant of performance awards that may be settled in stock, cash, or other property. Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the common stock. The performance goals may be based on any one of, or combination of, the following as determined by the plan administrator: earnings (including earnings per share and net earnings); earnings before interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; return on equity or average stockholder’s equity; return on assets, investment, or capital employed; stock price; margin (including gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales or revenue targets; increases in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer satisfaction; stockholders’ equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of net income or

  36. Description of the Amended 2023 Equity Incentive Plan

    operating income; billings; financing; regulatory milestones; stockholder liquidity; corporate governance and compliance; intellectual property; personnel matters; progress of internal research; progress of partnered programs; partner satisfaction; budget management; partner or collaborator achievements; internal controls, including those related to the Sarbanes-Oxley Act of 2002; investor relations, analysts and communication; implementation or completion of projects or processes; employee retention; number of users, including unique users; strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); establishing relationships with respect to the marketing, distribution and sale of the Company’s products; supply chain achievements; co-development, co-marketing, profit sharing, joint venture or other similar arrangements; individual performance goals; corporate development and planning goals; and other measures of performance selected by the plan administrator. The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates, or business segments, and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board of Directors at the time the performance award is granted, the board will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to GAAP; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under GAAP; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any portion of our business which is divested achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under our bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under GAAP; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under GAAP. Other Stock Awards. The plan administrator is permitted to grant other awards based in whole or in part by reference to our common stock. The plan administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards. Changes to Capital Structure. In the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under our Amended 2023 Plan, (2) the class and maximum number of shares by which the share reserve may increase automatically each year, (3) the class and maximum number of shares that may be issued on the exercise of ISOs and (4) the class and number of shares and exercise price, strike price or purchase price, if applicable, of all outstanding stock awards. Corporate Transactions. In the event of a corporate transaction, unless otherwise provided in a participant’s stock award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by the plan administrator at the time of grant, any stock awards outstanding under our Amended 2023 Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then (1) with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction) and (2) any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction. In the event a stock award will terminate if not exercised prior to the effective time of a corporate transaction, the plan administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (1) the per share amount payable to holders of common stock in connection with the corporate transaction, over (2) any per share exercise price payable by such holder, if applicable. In addition, any escrow, holdback, earn out or similar provisions in the definitive agreement for the corporate transaction may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of common stock. Under our Amended 2023 Plan, a corporate transaction is generally defined as the consummation of: (1) a sale of all or substantially all of our assets, (2) the sale or disposition of at least 50% of our outstanding securities, (3) a merger or consolidation where we do not survive the transaction or (4) a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding immediately before such transaction are converted or exchanged into other property by virtue of the transaction. Change in Control. Awards granted under our Amended 2023 Plan may be subject to acceleration of vesting and exercisability upon or after a change in control as may be provided in the applicable stock award agreement or in any other written agreement between us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur.

  37. Description of the Amended 2023 Equity Incentive Plan

    Under our Amended 2023 Plan, a change in control is generally defined as: (1) the acquisition by any person or company of more than 50% of the combined voting power of our then outstanding stock; (2) a consummated merger, consolidation or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity) in substantially the same proportions as their ownership immediately prior to such transaction; (3) a consummated sale, lease, exclusive license or other disposition of all or substantially all of our assets other than to an entity more than 50% of the combined voting power of which is owned by our stockholders in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such transaction; or (4) when a majority of our Board of Directors becomes comprised of individuals who were not serving on our Board of Directors on the date our Amended 2023 Plan was adopted by the Board of Directors, or the incumbent board, or whose nomination, appointment, or election was not approved by a majority of the incumbent board still in office. Plan Amendment or Termination. Our Board has the authority to amend, suspend or terminate our Amended 2023 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of our stockholders. No ISOs may be granted after the tenth anniversary of the date our Board of Directors adopts our Amended 2023 Plan. No stock awards may be granted under our Amended 2023 Plan while it is suspended or after it is terminated.

  38. Align Named Executive Officers’ Goals with MacroGenics’ Stockholders’ Interests

    Align Named Executive Officers’ Goals with MacroGenics’ Stockholders’ Interests The Compensation Committee believes that MacroGenics’ long-term success depends upon aligning executives’ and stockholders’ interests. To support this objective, MacroGenics provides the executive officers with equity accumulation opportunities by awarding stock options and, in certain cases, restricted stock units. Generally, stock option grants vest over a four year period, and restricted stock units vest over two or three year periods, both of which the Compensation Committee believes support long-term retention of our executive officers.

  39. Determine Named Executive Officers’ Compensation with Reference to Market Benchmarks

    Determine Named Executive Officers’ Compensation with Reference to Market Benchmarks With the assistance of an independent compensation consultant, the Compensation Committee evaluates the compensation for each executive officer’s current position against the compensation data from peer companies as described below. The Compensation Committee uses competitive compensation data from the annual total compensation study of peer biopharmaceutical companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels for executive officers. The Compensation Committee does not tie specific compensation elements or total compensation to any specific percentile relative to peer companies or the broader U.S. market. Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data but also factors such as overall Company, business, and individual performance, scope of responsibility, critical needs and skill sets, leadership potential, company constraints, internal equity, and other internal factors.

  40. Role of the Compensation Consultant

    Role of the Compensation Consultant For the 2023 executive compensation cycle, the Compensation Committee retained Compensia, Inc. ("Compensia"), to conduct market research and analysis to assist the Committee in developing executive compensation for 2023, including our compensation philosophy, appropriate base salaries and bonus percentages for executives for 2023, and 2023 equity awards for our executives. After consultation with Compensia, the Compensation Committee determined that Compensia was independent and that there was no conflict of interest resulting from retaining Compensia for this engagement. In reaching these conclusions, the Compensation Committee considered the factors set forth in the SEC rules and Nasdaq listing standards.

  41. Compensation Decision-Making

    Compensation Decision-Making In setting executive base salaries and bonuses and granting equity incentive awards, the Compensation Committee considers compensation for comparable positions in the market including a review of peer group data, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, internal pay equity, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and to incentivize a long-term commitment to our Company. The Compensation Committee also considers stockholder advisory votes on executive compensation. In 2022 and 2023 such votes resulted in 95.8% and 88.9%, respectively, of the votes cast approving the compensation paid to the Company’s named executive officers, on an advisory basis. The Compensation Committee believes these stockholder advisory votes indicate strong support for the Company’s executive compensation program. On an annual basis, the Compensation Committee schedules a series of meetings at which it reviews executive officer compensation. These meetings are used to establish a set of peer companies to use as a benchmark, review market compensation data from those companies as well as data from the biopharmaceutical sector more broadly, obtain input from the Committee’s independent compensation consultant and obtain input from the Chief Executive Officer and the Vice President, Human Resources. The Compensation Committee reviews the peer group annually to ensure that each company remains reasonable and appropriate and makes changes to the constituent companies as necessary. Selection parameters are determined for each review of the peer group based on the Company’s profile at the time of the review and all companies are evaluated against the selection criteria. Companies may be removed from the peer group based on falling outside of the selection parameters or due to being acquired while others may be added based on generally meeting the selection parameters and proximity to the Company in terms of business focus. Ultimately, the Compensation Committee strives to select a group of peer companies that is most closely aligned with the Company in terms of size (market capitalization and employee headcount), therapeutic area and business profile. In addition, as described above, in late 2022 and early 2023, Compensia performed an analysis and presented a detailed report to our Compensation Committee and Chief Executive Officer, and made recommendations for our executives’ compensation for 2023. The Chief Executive Officer and the Compensation Committee reviewed and discussed compensation for all executives other than the Chief Executive Officer. The Chief Executive Officer evaluated and provided to the Compensation Committee performance assessments and compensation recommendations for each executive officer other than himself. Dr. Koenig was not present for any Compensation Committee discussions regarding his compensation. Based on those discussions and its discretion, the Compensation Committee then determined and approved the compensation for each executive officer. MacroGenics’ Vice President, Human Resources was present for a portion of these Compensation Committee discussions and, at the request of the Compensation Committee, supplemented information provided by Compensia. Compensation packages for each executive officer are analyzed and discussed by the Compensation Committee at least annually. Prior to that review, Compensia performed an analysis, considering the goal of market competitiveness. The results of this analysis were presented to the Compensation Committee. The Compensation Committee also considered the executive’s performance and contribution to the Company, internal equity, and other factors. In addition, at any time, the Compensation Committee may request additional information from the Vice President, Human Resources.

  42. Evaluation of Individual Performance As Part of Our Process for Setting Executive Compensation

    Evaluation of Individual Performance As Part of Our Process for Setting Executive Compensation In early 2024, the Chief Executive Officer reviewed and evaluated the 2023 performance of the other executive officers based on the Company’s performance in 2023 and each individual’s achievements in 2023 against their established objectives that had been set early in the year. Based on this evaluation, the Chief Executive Officer made recommendations to the Compensation Committee for each other executive officer regarding base salary adjustments for 2024, bonuses to be paid based on 2023 performance, adjustments to target bonus percentages, if any, and also recommendations for 2024 equity grants. The Compensation Committee discussed recommendations with the Chief Executive Officer and evaluated them in light of each individual’s performance as well as benchmark data provided by Compensia. In early 2024, the Compensation Committee also reviewed and evaluated the 2023 performance of the Chief Executive Officer, based on the Company’s performance in 2023 against its objectives and the overall value of the Chief Executive Officer’s contributions to that effort. Based on the performance evaluations, each named executive officer received a performance rating for their 2023 performance. The performance rating was used to determine 2024 base salary adjustments, bonuses to be paid based on 2023 performance, adjustments to target bonus percentages, if any, and 2024 equity grants. For 2023 individual performance, each named executive officer received an overall performance rating that reflected they had achieved expectations or exceeded expectations.

  43. Peer Group and Market Data

    Peer Group and Market Data In conducting its analysis for 2023 compensation, the Compensation Committee directed Compensia to assess the compensation practices of publicly-traded peer companies with a median profile that was substantially similar to that of the Company at the time of review. The peer group was used to set 2023 compensation guidelines, and was constructed from biopharmaceutical companies of a similar size to the Company at the time, by market capitalization ($100M-$1B) and number of employees (180-770 headcount), prioritizing companies that were focused on oncology therapeutics in the mid- to late-stage of clinical development. As secondary considerations in selecting this peer group, the Compensation Committee also prioritized selecting companies with comparable levels of revenue from product sales. This analysis was conducted in late 2022 and resulted in (i) the removal of the following companies from the prior year’s peer group for purposes of establishing the 2023 compensation for our executive officers: Apellis Pharmaceuticals, Inc., Arcus Biosciences, Inc., Athenex, Inc., BioCryst Pharmaceuticals, Inc., ChemoCentryx, Inc., Epizyme, Inc., TG Therapeutics, Inc., and Zymeworks, Inc., and (ii) the addition of 2seventy bio, Inc., Gritstone Bio, Inc., Mersana Therapeutics, Inc., and Merus N.V. The 2023 peer group analysis for purposes of establishing 2023 compensation resulted in the selection of the following companies:

  44. Peer Group and Market Data

    | 2seventy bio | Gritstone Bio | NGM Biopharmaceuticals | | Agenus, Inc. | ImmunoGen | REGENXBIO | | Atara Biotherapeutics | Inovio Pharmaceuticals | Rigel Pharmaceuticals | | Clovis Oncology | Karyopharm Therapeutics | Xencor, Inc. | | Deciphera Pharmaceuticals | Mersana Therapeutics | Y-mAbs Therapeutics | | G1 Therapeutics | Merus N.V. | |

  45. Peer Group and Market Data

    In addition, the Compensation Committee reviewed broader market compensation survey data from Aon's Global Life Sciences survey reflecting companies of similar size, both in terms of market capitalization and number of employees, operating in the biopharmaceutical industry. The analysis of the peer companies above and this additional market data were used in determining salary, non-equity compensation targets and equity awards for 2023, including in confirming that compensation was competitive both in terms of each element of compensation and total compensation. Market data is used to determine whether a named executive officer’s salary, bonus opportunity and equity incentives are competitive both in terms of each element of compensation and total compensation. When setting the compensation for the named executive officers for 2023, Compensia prepared an extensive analysis of compensation-related data specific to the life science industry and recommendations to review prior to making any compensation decisions.

  46. Annual Incentive Cash Bonus

    Annual Incentive Cash Bonus Our bonus plan is designed to motivate and reward our executives for achievements relative to our goals and expectations for each fiscal year. Each executive officer has a target bonus opportunity, defined as a percentage of his or her earned base salary. Following the end of each year, our Compensation Committee, in its discretion, determines bonuses. Material considerations in determining bonuses include the overall performance of the Company, the level of achievement of the corporate objectives for the year, an executive officer’s performance against his or her individual objectives for the year, and the executive’s handling of unplanned events and opportunities. The Compensation Committee considers the Chief Executive Officer’s input with respect to the Company’s performance against our established corporate objectives. Based on these factors and the judgment of our Compensation Committee, we approved the bonuses in the table in the section "2023 Individual Performance Objectives" below for our named executive officers for the fiscal year ended December 31, 2023. The target bonus is set as a percentage of the named executive officer’s base salary, with such percentages being evaluated in the context of market data as described above. The Compensation Committee believes that the higher the individual’s position within the Company, the more closely his or her bonus award should be tied to the Company’s success. The Chief Executive Officer’s bonus was based solely on the achievement of the 2023 corporate objectives described below, subject to discretionary adjustment by the Compensation Committee. For each of the other named executive officers, the incentive cash bonus plan for 2023 was weighted differently from that of the CEO. Specifically, 80% of the target bonus was based on corporate achievement and 20% of the target bonus was based on individual performance, with a cap of 150% on the individual performance component. The Compensation Committee chose this allocation because it believed that this recognized the need for the other executive officers to have a substantial portion of their compensation tied to Company performance, while also recognizing the need to focus and incentivize executive officers to achieve their individual performance goals. In contrast, given his senior role at the Company, the Compensation Committee believed that 100% of Dr. Koenig’s bonus compensation should be tied to Company performance, since he is ultimately responsible for the performance of all aspects of the Company’s business. The Compensation Committee assesses the split between corporate achievement and individual performance on a periodic basis. The Compensation Committee retains the discretion to make adjustments to the calculated bonus based on unexpected or unplanned events, the overall financial condition of the Company, extraordinary performance or underperformance or other individual or corporate factors.

  47. 2023 Individual Performance Objectives

    | Executive | Target Bonus Percentage (%) (1) | Target Bonus ($) | Performance Achievement for 2023 (%) (2) | Bonus Amount Paid ($) (3) | | Scott Koenig, M.D., Ph.D. (4) | 60 | 426,000 | 113 | 481,380 | | James Karrels | 40 | 190,000 | 110 | 209,000 | | Stephen Eck, M.D., Ph.D. | 40 | 210,000 | 110 | 231,840 |

  48. 2023 Individual Performance Objectives

    (1) Target bonus percentages are set as a percentage of the named executive officer’s base salary. (2) Performance achievement percentage for 2023 reflects weighted combined 2023 Company and individual performance, which includes Compensation Committee discretion based on factors as described above. (3) Amounts were paid in the first quarter of 2024. (4) The Chief Executive Officer’s annual incentive cash bonus is based solely on achievement of the 2023 Company performance objectives and the discretion of the Compensation Committee.

  49. Equity Awards

    Equity Awards We use equity awards to motivate and reward our executive officers, including our named executive officers, for long-term corporate performance and to align their interests with those of our stockholders. In fiscal year 2023, our Compensation Committee determined to grant our named executive officers a mix of time vesting stock options and RSUs. The Compensation Committee believes these equity awards encourage retention and align compensation for our named executive officers with the long-term objectives of the Company. As the stock option holder only receives value if our stock price appreciates, the Compensation Committee believes stock options promote pay for performance. Further, as RSUs become owned shares outright after a vesting period, the value of which will fluctuate based on the stock performance, the Compensation Committee believes RSUs promote pay for performance. The Compensation Committee also retains discretion to make additional targeted equity awards, in the form of options or other types of awards, in certain circumstances. The annual equity grants, and any discretionary additional targeted equity awards to our executive officers, are evaluated by the Compensation Committee in the context of each executive officer’s total compensation and take into account the market data provided by the Compensation Consultant in addition to the individual employment situation of each executive officer. In the case of executive officers other than the Chief Executive Officer, the Compensation Committee also takes into account the recommendations of the Chief Executive Officer with regards to appropriate grants and any particular individual circumstances. Our annual equity grants to executive officers are typically awarded on the date that the Compensation Committee approves the grant. We set the option exercise price based on our per-share closing-price valuation on the date of grant. Time vested stock option grants to our executives typically vest 12.5% six months after the date of grant with the remainder vesting in equal installments over the following 14 quarters. RSUs granted to our executives typically vest on an annual basis equally over three years. The Compensation Committee retains discretion to make adjustments to the vesting schedule and types of awards as may be necessary to meet the Company’s long-term objectives. The table below summarizes the equity awards granted to our named executive officers during fiscal year 2023.

  50. Equity Awards

    | Executive | Number of RSUs (#) | Number of Stock Options (#) | | Scott Koenig, M.D., Ph.D. | 127,000 | 510,000 | | James Karrels | 45,000 | 180,000 | | Stephen Eck, M.D., Ph.D. | 50,000 | 200,000 |

  51. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2023 and 2022 by the named executive officers:

  52. Summary Compensation Table

    | Name and Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Nonequity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Scott Koenig, M.D., Ph.D. | 2023 | 704,914 | 612,140 | 1,894,191 | 481,380 | 13,200 | 3,705,825 | | President, Chief Executive Officer and Director | 2022 | 673,420 | — | 3,568,656 | 373,672 | 12,200 | 4,627,948 | | James Karrels | 2023 | 471,106 | 216,900 | 668,538 | 209,000 | 13,200 | 1,578,744 | | Senior Vice President, Chief Financial Officer and Corporate Secretary | 2022 | 447,346 | — | 1,040,858 | 167,283 | 12,200 | 1,667,687 | | Stephen Eck, M.D., Ph.D. (4) | 2023 | 521,808 | 241,000 | 742,820 | 231,840 | 13,200 | 1,750,668 | | Senior Vice President, Clinical Development and Chief Medical Officer | | | | | | | |

  53. Summary Compensation Table

    (1)The amounts reflect the grant date fair value for awards granted during the year indicated. The grant date fair value was computed in accordance with ASC Topic 718. The assumptions used in the valuation of these awards are set forth in Note 10 to our financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. (2)All amounts shown represent earnings for services performed during the fiscal year under our annual incentive cash bonus plan described beginning on page 37. The amounts reflect the performance bonuses paid in 2024 for performance during 2023 and the performance bonuses paid in 2023 for performance during 2022. (3)The amounts represent matching contributions made under our 401(k) plan. (4) Because Dr. Eck was not a named executive officer in 2022, SEC rules do not require his compensation for that year to be reported.

  54. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information with respect to the value of all unexercised options and unvested restricted stock units previously awarded to the Company’s named executive officers as of December 31, 2023:

  55. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date (1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | Scott Koenig, M.D., Ph.D. | 12/12/2014 | 140,000 | — | 29.68 | 12/12/2024 | | | | | 12/18/2015 | 150,000 | — | 31.43 | 12/18/2025 | | | | | 2/15/2017 | 200,000 | — | 20.53 | 2/15/2027 | | | | | 3/2/2018 | 225,000 | — | 28.94 | 3/2/2028 | | | | | 2/21/2019 | 260,000 | — | 21.88 | 2/21/2029 | | | | | 2/20/2020 | 271,875 | 18,125 | 11.50 | 2/20/2030 | | | | | 2/22/2021 | 192,500 | 87,500 | 19.18 | 2/22/2031 | | | | | 2/22/2022 | 210,000 | 270,000 | 10.15 | 2/22/2032 | | | | | 2/15/2023 | 95,625 | 414,375 | 4.82 | 2/15/2033 | 127,000 | 1,221,740 | | James Karrels | 12/12/2014 | 40,000 | — | 29.68 | 12/12/2024 | | | | | 12/18/2015 | 45,000 | — | 31.43 | 12/18/2025 | | | | | 2/15/2017 | 55,000 | — | 20.53 | 2/15/2027 | | | | | 3/2/2018 | 70,000 | — | 28.94 | 3/2/2028 | | | | | 2/21/2019 | 85,000 | — | 21.88 | 2/21/2029 | | | | | 2/20/2020 | 84,375 | 5,625 | 11.50 | 2/20/2030 | | | | | 2/22/2021 | 65,312 | 29,688 | 19.18 | 2/22/2031 | | | | | 2/22/2022 | 61,250 | 78,750 | 10.15 | 2/22/2032 | | | | | 2/15/2023 | 33,750 | 146,250 | 4.82 | 2/15/2033 | 45,000 | 432,900 | | Stephen Eck, M.D., Ph.D. | 7/1/2020 | 162,500 | 37,500 | 28.87 | 7/1/2030 | | | | | 2/22/2021 | 41,250 | 18,750 | 19.18 | 2/22/2031 | | | | | 2/22/2022 | 65,625 | 84,375 | 10.15 | 2/22/2032 | | | | | 2/15/2023 | 37,500 | 162,500 | 4.82 | 2/15/2033 | 50,000 | 481,000 |

  56. Outstanding Equity Awards at Fiscal Year End

    (1) Options vest and become exercisable with respect to (a) 12.5 percent of the underlying shares six months after the grant date and (b) the remainder of the underlying shares in 14 substantially equal quarterly installments. RSUs vest on an annual basis equally over three years.

  57. Overview of Employment Agreements and Potential Payments Upon Termination or Change in Control

    Overview of Employment Agreements and Potential Payments Upon Termination or Change in Control As of December 31, 2023, the Company had employment agreements in place with each of its named executive officers. The employment agreements provide for certain payments upon a named executive officer’s termination, as described below. All of the named executive officers are “at-will” employees, which means they have no definitive terms of employment. Dr. Koenig In October 2013, we entered into an employment agreement with Dr. Koenig. Dr. Koenig’s employment agreement includes non-competition and non-solicitation provisions that will prohibit him from competing with us, soliciting our customers or employees, or hiring our employees for a period of two years following the end of his employment with us for any reason and, with respect to the non-competition provisions, for the period during which he is receiving severance benefits. Under his employment, Dr. Koenig is also subject to confidentiality and invention disclosure and assignment obligations. Dr. Koenig is eligible to receive severance benefits in specified circumstances. Under the terms of the agreement, upon execution and delivery of an irrevocable release of claims against the Company and subject to his continued compliance with the non-competition and non-solicitation, confidentiality and invention assignment provisions, Dr. Koenig will be entitled to severance benefits if we terminate his employment without Cause or if he terminates employment with us for Good Reason, absent or in connection with a Change of Control (each as defined below). The following table summarizes the schedule of severance benefits Dr. Koenig would receive in the event of such a qualifying termination.

  58. Overview of Employment Agreements and Potential Payments Upon Termination or Change in Control

    | Scenario | Salary Continuation | Continuation of Health Benefits | Acceleration of Unvested Equity | | Absent a Change of Control | 24 months of base salary and target bonus (as in effect immediately prior to termination) | 24 months (or until Dr. Koenig obtains other employment which provides the same type of benefit, if earlier) | 50% of the shares with respect to which the stock option is not vested | | Termination occurs within Two Years Following a Change of Control | 24 months of base salary and target bonus (as in effect immediately prior to termination) | 24 months (or until Dr. Koenig obtains other employment which provides the same type of benefit, if earlier) | 100% of the shares with respect to which the stock option is not vested |

  59. Overview of Employment Agreements and Potential Payments Upon Termination or Change in Control

    The following definitions are used in Dr. Koenig’s employment agreement: • “Cause” means: (a) a failure to substantially perform the duties with us (if the failure to substantially perform is not cured, if curable, within thirty (30) days after receipt of written notice from the Board of Directors that specifies the conduct constituting Cause under this clause (a); (b) willful misconduct, or gross negligence in the performance of duties to us; (c) the conviction or entry of a guilty plea or plea of no contest with respect to, any crime that constitutes a felony or involves fraud, dishonesty or moral turpitude; (d) commission of an act of fraud, embezzlement or misappropriation against us; (e) a material breach of the fiduciary duty owed to us; (f) engaging in any improper conduct that has or is likely to have an adverse economic or reputational impact on us; or (g) a material breach of the employment agreement. • “Change of Control” means: (a) any person (excluding our employee benefit plans) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of our then outstanding securities; (b) we consummate a merger, consolidation, share exchange, division or other reorganization or transaction with any other corporation unless our outstanding securities immediately prior to the transaction continue to represent at least 50% of the combined voting power immediately after the transaction; or (c) stockholder approval of the liquidation or winding-up of our company or the consummation of the sale or disposition of all or substantially all of our assets; or (d) during any period of 24 consecutive months, individuals who at the beginning of such period constituted our Board (including for this purpose any new director whose election or nomination for election by the stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period or whose appointment, election or nomination was previously so approved or recommended) cease for any reason to constitute at least a majority of the Board of Directors. • “Good Reason” means the occurrence of any of the following events (without the executive’s consent): (i) material adverse change in functions, duties, or responsibilities that would cause the executive’s position to become one of materially lesser responsibility, importance, or scope or (ii) a material breach of the agreement by us. No resignation will be treated as “good reason” unless (a) the executive has given written notice of such event to us within ninety (90) days after the initial occurrence thereof, (b) we have failed to cure the condition constituting “good reason” within 30 days following the delivery of the notice, and (c) the executive terminates employment within thirty (30) days after expiration of such cure period. Mr. Karrels In October 2013, we entered into an employment agreement with Mr. Karrels. Mr. Karrels’ employment agreement includes a non-competition provision that will prohibit him from competing with us for a period of 18 months following the end of his employment with us for any reason or for the period during which he is receiving severance benefits, as well as a non-solicitation provision that will prohibit him from soliciting our customers or employees, or hiring our employees for a period of two years following the end of his employment with us for any reason. Under his employment agreement, Mr. Karrels is also subject to confidentiality and invention disclosure and assignment obligations. Mr. Karrels is eligible to receive severance benefits in specified circumstances. Under the terms of the agreement, upon execution and delivery of an irrevocable release of claims against the Company and subject to his continued compliance with the non-competition and non-solicitation, confidentiality and invention assignment provisions, Mr. Karrels will be entitled to severance benefits if we terminate his employment without Cause or if he terminates employment with us for Good Reason, absent or in connection with a Change of Control. The following table summarizes the schedule of severance benefits Mr. Karrels would receive in the event of such a qualifying termination. Mr. Karrels’ employment agreement contains substantially similar definitions of the terms “Cause,” “Change of Control,” and “Good Reason” as those defined in Dr. Koenig’s agreement, discussed above.

  60. Overview of Employment Agreements and Potential Payments Upon Termination or Change in Control

    | Scenario | Salary Continuation | Continuation of Health Benefits | Acceleration of Unvested Equity | | Absent a Change of Control | 12 months of base salary | 12 months (or until Mr. Karrels obtains other employment which provides the same type of benefit, if earlier) | 50% of the shares with respect to which the stock option is not vested | | Termination occurs within Two Years Following a Change of Control | 12 months of base salary and target bonus (as in effect immediately prior to termination) | 12 months (or until Mr. Karrels obtains other employment which provides the same type of benefit, if earlier) | 100% of the shares with respect to which the stock option is not vested |

  61. Overview of Employment Agreements and Potential Payments Upon Termination or Change in Control

    Dr. Eck In July 2020 we entered into an employment agreement with Dr. Eck. Dr. Eck's employment agreement includes non-competition and non-solicitation provisions that will prohibit Dr. Eck from competing with us, soliciting our customers or employees, or hiring our employees for a period of 12 months following the end of his employment with us for any reason. Dr. Eck is also subject to confidentiality and invention disclosure and assignment obligations. Dr. Eck is also eligible to receive severance benefits in specified circumstances. Upon his death or termination for disability, Dr. Eck would be eligible to receive any earned but unpaid bonus obligation relating to the prior fiscal year and certain other accrued but unpaid obligations. Under the terms of the agreement, upon execution and delivery of an irrevocable release of claims against the Company and subject to his continued compliance with the non-competition and non- solicitation, confidentiality and invention assignment provisions, Dr. Eck will be entitled to severance benefits if we terminate his employment without Cause or if he terminates employment with us for Good Reason, absent or in connection with a Change of Control. The employment agreement for Dr. Eck contains substantially similar definitions of the terms “Cause,” “Change of Control” and “Good Reason” as those defined in Dr. Koenig’s agreement, discussed above, except that the definition of “Good Reason” in the agreements includes a material change in geographic location of his employment of at least 50 miles from our Rockville, Maryland headquarters with no ability to telecommute. The table below summarizes the schedule of severance benefits for Dr. Eck in the event of a qualifying termination. The definition of “Disability” in the employment agreement for Dr. Eck is as follows: (a) the executive being determined to be totally disabled as defined by guidelines of the then-existing Company disability insurance plan in which the executive is participating, or (b) a determination by the Social Security Administration that the executive is “totally disabled” or (c) the executive’s inability to engage in comparable professional activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

  62. Overview of Employment Agreements and Potential Payments Upon Termination or Change in Control

    | Scenario | Salary Continuation | Continuation of Health Benefits | Acceleration of Unvested Equity | | Absent a Change in Control | 12 months of base salary | 12 months (or until the executive obtains other employment which provides the same type of benefit, if earlier) | None | | Termination occurs within One Year Following a Change in Control | 12 months of base salary plus target bonus (as in effect immediately prior to termination) | 12 months (or until the executive obtains other employment which provides the same type of benefit, if earlier) | 100% of the shares with respect to which any stock options and any restricted stock units are not vested |

  63. Overview of Employment Agreements and Potential Payments Upon Termination or Change in Control

    The tables below provide information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their respective employment agreement, as described above assuming their employment was terminated without cause, effective as of December 31, 2023, (i) absent a change in control and (ii) in connection with a change in control as of the same date.

  64. Overview of Employment Agreements and Potential Payments Upon Termination or Change in Control

    | Absent a change in control | | | | | | Name | Cash Payment ($) (1) | Health Benefit Continuation ($) | Acceleration of Unvested Equity ($) (2) | Total ($) | | Scott Koenig, M.D., Ph.D. | 2,272,000 | 49,756 | 994,500 | 3,316,256 | | James Karrels | 475,000 | — | 351,000 | 826,000 | | Stephen Eck, M.D., Ph.D. | 525,000 | 24,663 | — | 549,663 |

  65. Overview of Employment Agreements and Potential Payments Upon Termination or Change in Control

    | In connection with a change in control | | | | | | Name | Cash Payment ($) (1) | Health Benefit Continuation ($) | Acceleration of Unvested Equity ($) (2) | Total ($) | | Scott Koenig, M.D., Ph.D. | 2,272,000 | 49,756 | 1,989,000 | 4,310,756 | | James Karrels | 665,000 | — | 702,000 | 1,367,000 | | Stephen Eck, M.D., Ph.D. | 735,000 | 24,663 | 780,000 | 1,539,663 |

  66. Overview of Employment Agreements and Potential Payments Upon Termination or Change in Control

    (1) Amounts include salary continuation and bonus, if applicable, under the terms of the named executive officer's employment agreement. (2) The value of accelerated vesting for stock option awards is equal to the closing share price of our common stock of $9.62 per share on December 29, 2023, as reported on Nasdaq, less the stock option exercise price, multiplied by the number of unvested options subject to accelerated vesting.

  67. 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 named executive officer pay. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For additional information about our pay for performance compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation Information” beginning on page 33.

  68. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The following table sets forth information concerning Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and our non-PEO named executive officers (“Non-PEO NEOs”) versus our total shareholder return (“TSR”) and net income (loss) performance results for the fiscal years ended December 31, 2023, 2022 and 2021. 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 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 the “Executive Compensation Information” section above.

  69. Required Tabular Disclosure of Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually Paid to non-PEO NEOs ($) (3) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (TSR) ($) (4) | Net Income (Loss) (5) ($ in 000s) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | 3,705,825 | 6,488,556 | 1,664,706 | 2,645,829 | 42.08 | (9,058) | | 2022 | 4,627,948 | (570,539) | 1,791,474 | 100,923 | 29.35 | (119,758) | | 2021 | 4,868,514 | 2,185,799 | 1,993,733 | 973,221 | 70.21 | (202,115) |

  70. Required Tabular Disclosure of Pay Versus Performance

    (1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Scott Koenig, M.D., Ph.D. (our PEO) for each corresponding year in the “Total” column of the Summary Compensation Table ("SCT"). Refer to “Executive Compensation Information—Summary Compensation Table.” (2)The dollar amounts reported in column (d) represent the average of the amounts reported for the Non-PEO NEOs (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The Non-PEO NEOs included in the table above were as follows: •For 2023: James Karrels and Stephen Eck, M.D., Ph.D. •For 2022: James Karrels and Eric Risser •For 2021: James Karrels, Eric Risser, Ezio Bonvini, M.D., and Thomas Spitznagel, Ph.D. (3)The dollar amounts reported in columns (c) and (e) represent the amount of CAP to Dr. Koenig and the 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, to calculate CAP, compensation related to equity awards was remeasured based on the following: •For stock awards to NEOs, the fair values and the change in fair values were determined by the closing pricing of our common stock at each applicable year-end date, or, in the case of vested awards, the actual price on vesting. •For stock options, a Black-Scholes (“BSM”) option-pricing model was used as of the applicable year-end date, or, in the case of vested options, the vesting date. The BSM model requires us to make assumptions and judgments regarding the variables used in the calculation, including the expected remaining term, expected volatility, and the expected risk-free rate. The valuation assumptions used to calculate the CAP shown in the table were materially consistent with those used to calculate our share-based compensation expense, as disclosed in our 2023 Annual Report on Form 10-K. (4) TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2020. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the measurement period and the Company’s share price at the beginning of the measurement period. (5) The dollar amounts reported in column (g) represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. The CAP to our PEO and the average CAP to our non-PEO NEOs reflects the following adjustments required by the applicable SEC rules from the total compensation reported in the SCT:

  71. Required Tabular Disclosure of Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | | | PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | | Total Reported in SCT | $3,705,825 | $1,664,706 | $4,627,948 | $1,791,474 | $4,868,514 | $1,993,733 | | Less: grant date value of equity awards reported in the SCT | (2,506,331) | (934,629) | (3,568,656) | (1,152,379) | (3,914,372) | (1,415,465) | | Year-end fair value of current year equity awards | 4,394,276 | 1,638,875 | 1,662,024 | 535,451 | 2,386,308 | 655,214 | | Year-over-year change in fair value of unvested equity awards | 690,071 | 192,250 | (1,907,147) | (625,312) | (1,685,025) | (432,271) | | Fair market value of equity awards granted and vested in current year | 406,569 | 151,467 | 213,590 | 68,972 | 706,492 | 211,005 | | Change in fair value of equity awards that vested in current year | (201,855) | (66,840) | (1,598,298) | (517,283) | (176,118) | (38,995) | | Compensation Actually Paid | $6,488,555 | $2,645,829 | $(570,539) | $100,923 | $2,185,799 | $973,221 |

  72. Required Disclosure of the Relationship between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship between Compensation Actually Paid and Financial Performance Measures In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

  73. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss) Due to the nature of our Company’s consolidated financials and primary focus on research and development of novel therapies, our company has not historically utilized net income (loss) as a performance measure for our executive compensation program. As a result, we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented.

  74. Compensation Actually Paid and TSR

    Compensation Actually Paid and TSR The following graph sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and the Company's TSR over the period covering 2021, 2022 and 2023. All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  75. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to disclose the ratio of our principal executive officer’s annual total compensation to the annual total compensation of our median employee. During fiscal year 2023, the principal executive officer of MacroGenics was our President and Chief Executive Officer, Scott Koenig, M.D., Ph.D. For 2023, the annual total compensation for Dr. Koenig was $3,705,825 and for our median employee was $149,319, resulting in an estimated pay ratio of approximately 25:1. The median employee used for purposes of determining our 2022 CEO pay ratio left the Company. Accordingly, we re-identified a new median employee for 2023, whose compensation is disclosed above, using our employee population as of December 31, 2023, in accordance with SEC rules. In accordance with Item 402(u) of Regulation S-K, we identified the median employee by (i) aggregating for each applicable employee (A) base salary paid for fiscal year 2023 as of December 31, 2023; (B) the actual bonus for fiscal year 2023 performance, paid in fiscal year 2024; and (C) the grant date fair value of equity received in fiscal year 2023; and (ii) ranking this compensation measure for our employees from lowest to highest. We selected the foregoing compensation elements because they represented our principal broad-based compensation elements. We did not make any cost-of-living adjustments. We annualized the base salaries for all permanent employees who were hired after the beginning of the measurement period. This calculation was performed for all employees employed as of December 31, 2023 (our ‘determination date’), excluding Dr. Koenig, whether employed on a full-time, part-time, or seasonal basis. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. In addition, we expect the Company’s annually reported pay ratio may vary significantly year over year, given the size of the Company and the potential variability in Company employee compensation.