DEF 14A of Vera Therapeutics, Inc.
Filed Apr 3, 2024 · FY20230001140361-24-017650
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class III director has a term that expires at this Annual Meeting, each Class I director has a term that expires at the Company’s 2025 annual meeting of stockholders and each Class II director has a term that expires at the Company’s 2026 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. The Board currently has eight members. The current directors are Marshall Fordyce, M.D., Michael Morrissey, Ph.D., Andrew Cheng, M.D., Ph.D., Patrick Enright, Kimball Hall, Maha Katabi, Ph.D., Scott Morrison and Beth Seidenberg, M.D. There are two directors in the class whose term of office expires in 2024: Andrew Cheng, M.D., Ph.D. and Scott Morrison. Each is currently a director of the Company. If elected at the Annual Meeting, each of these nominees would serve until the Company’s 2027 annual meeting of stockholders and until the director’s successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is the Company’s policy to invite directors and nominees for director to attend the Annual Meeting. Directors are elected at the Annual Meeting by a plurality of the votes of the holders of shares of Class A common stock present virtually or represented by proxy and entitled to vote generally on the election of directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Nominating Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating Committee views as critical to effective functioning of the Board. To provide a mix of experience and perspective on the Board, the Nominating Committee also takes into account geographic, gender, age, and ethnic diversity. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating Committee to believe that that nominee should continue to serve on the Board. However, each of the members of the Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. The following is a brief biography as of the Record Date of each nominee and each director whose term will continue after the Annual Meeting.
Nominees for Election for a Three-year Term Expiring at the Company’s 2027 Annual Meeting of Stockholders
Nominees for Election for a Three-year Term Expiring at the Company’s 2027 Annual Meeting of Stockholders Andrew Cheng, M.D., Ph.D., 57, has served as a member of our Board since May 2017. Dr. Cheng has served as the President and Chief Executive Officer, as well as a director, of Akero Therapeutics, Inc. (Nasdaq: AKRO), a biotechnology company, since September 2018. Since May 2022, Dr. Cheng has served as non-executive director for MorphoSys AG (Nasdaq: MOR). From August 2019 to May 2022, Dr. Cheng served as a non-executive director for Arbutus Biopharma Corporation (Nasdaq: ABUS), a biopharmaceutical company. Before joining Akero, Dr. Cheng was at Gilead Sciences, Inc. (Nasdaq: GILD) (“Gilead”), a biotechnology company, as Chief Medical Officer from March 2018 to September 2018, Executive Vice President from February 2015 to September 2018, and Senior Vice President from February 2009 to February 2015. From April 2018 to November 2018, Dr. Cheng served on the board of directors of Syntimmune, Inc., a biotechnology company, which was acquired by Alexion Pharmaceuticals Inc. Dr. Cheng holds a B.A. in biology from the Johns Hopkins University and an M.D. and Ph.D. in cellular and molecular biology from Columbia University College of Physicians and Surgeons. He completed his internal medicine residency at UCLA and was board certified in internal medicine. Our Board and Nominating Committee believes that Dr. Cheng is qualified to serve as a member of our Board due to his extensive experience in clinical development across multiple therapeutic areas. Scott Morrison, 66, has served on our Board since April 2020. From 1996 to December 2015, Mr. Morrison was a partner with Ernst & Young LLP, a public accounting firm, where he also served as U.S. Life Sciences Leader from 2002 to December 2015. Mr. Morrison has served on the board of directors of Corvus Pharmaceuticals Inc. (Nasdaq: CRVS), a biopharmaceutical company, since December 2015, IDEAYA Biosciences, Inc. (Nasdaq: IDYA), a biotechnology company, since July 2018, Audentes Therapeutics, Inc., a biotechnology company, from December 2015 through its sale to Astellas Pharma Inc. on January 15, 2021, Global Blood Therapeutics, Inc., a biopharmaceutical company, from December 2015 through its sale to Pfizer Inc. (“Pfizer”) (NYSE:PFE) on October 4, 2022, Zai Lab Limited (Nasdaq: ZLAB), a biotechnology company, since October 2021, Tarsus Pharmaceuticals, Inc., a biotechnology company, since October 2022 and Escape Bio, Inc., a biotechnology company, from July 2020 to November 2022. Mr. Morrison has also held roles on the boards of directors of numerous other life sciences industry organizations. Mr. Morrison has previously served on the boards of directors of the Life Sciences Foundation, the California Life Sciences Association, the Biotech Institute and the Emerging Companies Section of the Biotechnology Innovation Organization. He holds a B.S. in Business Administration from the University of California, Berkeley and is a certified public accountant (inactive). Our Board and Nominating Committee believes that Mr. Morrison’s 40 years of experience serving life sciences companies and in public accounting as well as many years of governance experience qualifies him to serve on our Board.
THE BOARD RECOMMENDS
THE BOARD RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
Directors Continuing in Office Until the Company’s 2025 Annual Meeting of Stockholders
Directors Continuing in Office Until the Company’s 2025 Annual Meeting of Stockholders Marshall Fordyce, M.D., 50, is our founder and has served as our President and Chief Executive Officer and as a member of our Board since May 2016. From April 2011 to July 2016, Dr. Fordyce held a number of senior leadership roles at Gilead including Director of Clinical Research and Senior Director of Clinical Research, where he was responsible for leading teams in clinical translation, development and commercialization of new treatments. In April 2012, Dr. Fordyce joined the Albert and Mary Lasker Foundation, a foundation supporting biomedical research, as a non-executive director and continues in that role. Dr. Fordyce received a B.A. in medical anthropology from Harvard University and an M.D. from Harvard Medical School. Our Board and Nominating Committee believes that Dr. Fordyce is qualified to serve on our Board due to his extensive experience in the biotechnology industry in senior leadership roles, as well as the perspective and experience he brings as our President and Chief Executive Officer. Beth Seidenberg, M.D., 67, has served as a member of our Board since June 2016. Dr. Seidenberg is a founding Managing Director of Westlake Village BioPartners, a venture capital firm, a position she has held since September 2018. Dr. Seidenberg has been a Partner at Kleiner Perkins, a venture capital firm, since May 2005, where she primarily focuses on life sciences investing. Prior to joining Kleiner Perkins, Dr. Seidenberg was the Senior Vice President, Head of Global Development and Chief Medical Officer at Amgen Inc. (Nasdaq: AMGN) (“Amgen”), a biotechnology company. In addition, Dr. Seidenberg was a senior executive in research and development at Bristol Myers Squibb Company (NYSE: BMY), a biopharmaceutical company, and Merck & Co., Inc. (NYSE: MRK). Dr. Seidenberg has served on the board of directors of ACELYRIN, INC. (Nasdaq: SLRN), a biopharmaceutical company, since October 2020, Sagimet Biosciences (Nasdaq: SGMT), a biotechnology company, since April 2007, Kyverna Therapeutics, Inc. (Nasdaq: KYTX), a biopharmaceutical company, since September 2018 and Progyny, Inc. (Nasdaq: PGNY), a fertility benefit management company, since May 2010. Dr. Seidenberg served on the board of directors of Atara Biotherapeutics, Inc. (Nasdaq: ATRA), a biopharmaceutical company from August 2012 to June 2023. From February 2008 until September 2019 she served on the board of directors of Epizyme, Inc., a biopharmaceutical company. From June 2011 to February 2019 she served on the board of directors of Tesaro, Inc., a biopharmaceutical company. From December 2012 to June 2018 she served on the board of directors of ARMO BioSciences, Inc., a biopharmaceutical company. Dr. Seidenberg received a B.S. from Barnard College and an M.D. from the University of Miami School of Medicine and completed her post-graduate training at the Johns Hopkins University, George Washington University and the National Institutes of Health. Our Board and Nominating Committee believes that Dr. Seidenberg is qualified to serve on our Board because of her extensive experience in the life sciences industry as a senior executive and venture capitalist, as well as her training as a physician. Kimball Hall, 58, has served on our Board since December 2021. Ms. Hall has served as President and Chief Executive Officer of Innocoll Holdings Ltd., a pharmaceutical company, since January 2023. From December 2020 to January 2023, Ms. Hall served as President and Chief Operating Officer of Abzena Holdings (US), LLC (“Abzena”), a privately owned Contract Development and Manufacturing Organization. She also served as a member of Abzena’s board of directors and first joined as Chief Operating Officer in October 2019. Since January 2016, prior to joining Abzena, Ms. Hall held several executive positions at Genentech, Inc. (“Genentech”), a member of the Roche family. She served as a member of the Genentech Executive Committee and was Senior Vice President, Global Head of Drug Substance Manufacturing. Prior to joining Genentech, Ms. Hall spent 16 years at Amgen, a biotechnology company. Ms. Hall received a B.S. in microbiology from the University of Washington. Our Board and Nominating Committee believes that Ms. Hall is qualified to serve on our Board given her extensive experience as an executive in the pharmaceutical and biotechnology sectors.
Directors Continuing in Office Until the Company’s 2026 Annual Meeting of Stockholders
Directors Continuing in Office Until the Company’s 2026 Annual Meeting of Stockholders Maha Katabi, Ph.D., 50, has served as a member of our Board since October 2020. Dr. Katabi joined Sofinnova Investments, a venture capital firm, in April 2019 as a Partner and has been a General Partner since March 2020. Previously, Dr. Katabi was a founding Managing Partner at Oxalis Capital, a venture capital firm, from August 2018 until April 2019. From September 2008 until January 2018, Dr. Katabi was an Investment Manager and later Partner, Private Equity at Sectoral Asset Management (“Sectoral”), an investment advisor exclusively focused on the global healthcare sector, where she was the portfolio manager of a family of funds investing in small cap and private biotech companies. Prior to joining Sectoral, Dr. Katabi was a Vice President at Ventures West, a venture capital firm, from 2004 to 2008, where she focused on early-stage venture investments in the life sciences industry. She started her venture capital career in 1999 with T2C2 Capital Bio, a seed fund focused on university start-ups. Dr. Katabi was a member of the board of directors of Gyroscope Therapeutics Limited, a gene therapy company, from March 2021 until it was acquired by Novartis AG (“Novartis”) in February 2022, and a member of the board of directors of Amplyx Pharmaceuticals, Inc., biopharmaceutical company, from May 2020 until it was acquired by Pfizer in April 2021, Aiolos Bio, Inc., a biopharmaceutical company, from September 2023 until February 2024 and Northsea Therapeutics, B.V. from March 2019 to June 2021. Dr. Katabi currently serves as a member of the board of directors, of Aerovate Therapeutics Inc. (Nasdaq: AVTE), a biotechnology company, since August 2020, Quanta Therapeutics, Inc., a biotechnology company, since June 2021, Rayze Bio, Inc., a biotechnology company, since August 2022, Star, since June 2023 and Sofinnova Investments. She serves as Chairman of the board of directors of Exactis Innovation, a not-for-profit pan-Canadian research network for precision oncology, and an advisor to amplifyHERscience, a Yale Ventures program dedicated to supporting and promoting diversity, equity, and inclusion in science and entrepreneurial pursuits. Dr. Katabi received a Ph.D. in Pharmacology and a B.Sc. in Biology at McGill University and her CFA charter in 2011. Our Board and Nominating Committee believes that Dr. Katabi is qualified to serve on our Board due to her experience serving on the boards of directors of life sciences companies and as a biopharmaceutical and biotechnology public and private company investor. Michael M. Morrissey, Ph.D., 63, has served as a member of our Board since May 2022. Dr. Morrissey has served as director and as President and Chief Executive Officer of Exelixis, Inc. (“Exelixis”) (Nasdaq: EXEL) since July 2010. Dr. Morrissey has held positions of increasing responsibility at Exelixis since he joined the company in February 2000, including serving as President of Research and Development from January 2007 until July 2010. From 1991 to 2000, Dr. Morrissey held several positions at Berlex Biosciences, last holding the position of Vice President, Discovery Research. Earlier in his career, Dr. Morrissey served as a Senior Scientist and Project Team Leader in Medicinal Chemistry at CIBA-Geigy Corporation. Dr. Morrissey served as a member of the board of directors of XWPharma Ltd., a privately held, clinical-stage biopharmaceutical company dedicated to the discovery and development of novel therapeutics, from December 2020 to April 2023 and CERo Therapeutics, Inc., a public biopharmaceutical company, from January 2022 to November 2022. He is the author of numerous scientific publications in medicinal chemistry and drug discovery and an inventor on 70 issued U.S. patents and 25 additional published U.S. patent applications. Dr. Morrissey holds a B.S. (Honors) in Chemistry from the University of Wisconsin and a Ph.D. in Chemistry from Harvard University. Our Board and Nominating Committee believes that Dr. Morrissey is qualified to serve as a member of our Board due to his extensive experience in clinical development and as a biopharmaceutical executive. Patrick G. Enright, 62, has served on our Board since October 2020. Mr. Enright co-founded Longitude Capital, a healthcare venture capital firm, where he has served as a Managing Director since 2006. Previously, Mr. Enright was a Managing Director of Pequot Ventures, a venture capital firm, where he co-led the life sciences investment practice. Mr. Enright also has significant life sciences operations experience including serving on senior executive positions at Valentis, Inc., Boehringer Mannheim Pharmaceuticals Corp. (acquired by Roche) and Sandoz, Inc. (now known as Novartis). Mr. Enright has served on the board of directors of Jazz Pharmaceuticals PLC (Nasdaq: JAZZ), a public biopharmaceutical company, since July 2009, CuraSen Therapeutics, Inc., a biopharmaceutical company, since October 2018, Endeavor Biomedicines, Inc., a biopharmaceutical company, since December 2020, Epirium Bio, Inc. a biopharmaceutical company, since June 2019, Opna Immuno-Oncology SA, a biopharmaceutical company, since June 2022, Orbus Therapeutics, Inc., a biopharmaceutical company, since August 2015 and Zenas Biopharma, a biopharmaceutical company, since November 2022. Mr. Enright is also on the board of directors of the National Venture Capital Association (NVCA). Mr. Enright previously served on the board of directors of over twenty companies, including Aimmune Therapeutics, Inc. (Nasdaq: AIMT, acquired by Nestlé) (“Aimmune”), a biotherapeutics company, from January 2013 to October 2020, Aptinyx Inc. (Nasdaq: APTX), a biotechnology company, from May 2016 to November 2022, Vaxcyte, Inc. (Nasdaq: PCVX), a biopharmaceutical company, from July 2015 to May 2020, Rivus Pharmaceuticals, Inc., a biopharmaceutical company, from April 2019 to January 2024, Dascena, Inc., a machine learning technology company, from July 2022 to August 2022 and CardioDx, Inc., a medical diagnostic company, from February 2011 to January 2019. Mr. Enright received a B.S. in Biological Sciences from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania. Our Board and Nominating Committee believes that Mr. Enright is qualified to serve on our Board due to his experience serving on the board of directors of clinical-stage biotechnology companies and his investment experience in the life sciences industry.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Marshall Fordyce, M.D. Biographical information regarding Dr. Fordyce is set forth under “Proposal 1: Election of Directors.”
Marshall Fordyce, M.D. Biographical information regarding Dr. Fordyce is set forth under “Proposal 1: Election of Directors.” Robert Brenner, M.D. has served as our Chief Medical Officer since January 2024. He previously served as co-founder and Chief Executive Officer at Cru Bio, a biopharmaceutical company dedicated to developing innovative therapies to address kidney and related diseases, from August 2022 to December 2023. From February 2020 to February 2022, Dr. Brenner worked in healthcare venture capital for 6 Dimensions Capital and he has participated in the incubation and launch of new kidney disease treatment companies in both the United States and China. Prior to joining 6 Dimensions Capital, Dr. Brenner served as CMO at Orionis Biosciences, LLC, a biotechnology company, from December 2015 to September 2018 and EVP of Research and Development at Codiak Biosciences, Inc., a biotechnology company, from September 2018 to March 2019. Dr. Brenner received his B.A. from Johns Hopkins University and his M.D. from Albert Einstein College of Medicine. He completed his medical residency at Brigham and Women’s Hospital and his nephrology fellowship at Stanford University Medical Center. Sean Grant has served as our Chief Financial Officer since July 2021. Mr. Grant previously served as Vice President of Corporate Strategy and Business Development for CareDx, Inc., a biotechnology company, from May 2020 to June 2021. His responsibilities included leading mergers and acquisitions, venture investments and partnerships across diagnostics and therapeutics. Prior to joining CareDx, Mr. Grant served as Vice President in the Investment Banking Healthcare Division at Citigroup Global Capital Markets from July 2015 to March 2020. At Citigroup, Mr. Grant specialized in public and private capital raising as well as mergers and acquisitions for leading life science companies. Mr. Grant received a B.A. in Government and International Politics from George Mason University and an M.B.A. from the Johns Hopkins University Carey Business School. William Turner has served as our Chief Development Officer since January 2024. He previously served as Chief Regulatory and Technical Operations Officer at Sierra Oncology, Inc., a biopharmaceutical company, from August 2020 to March 2023. Mr. Turner has also served as a Principal Consultant for BiopharmBridge, LLC, a biotechnology company, since April 2020. Mr. Turner held roles of increasing responsibility at Aimmune from January 2016 to April 2020, most recently serving as Senior Vice President of Technical Operations and Regulatory Sciences from July 2018 to April 2020. From July 2013 to January 2016, Mr. Turner served as Principal Consultant at Turner Regulatory Solutions, LLC, a regulatory consulting firm. Mr. Turner holds a B.S. in Medical Microbiology with a minor in Chemistry from California State University at Long Beach.
Summary Compensation Table
Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the years indicated below.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Marshall Fordyce, M.D. President and Chief Executive Officer | 2023 | 585,638 | 32,450 | — | 2,519,595 | 292,050 | — | 3,429,733 | | | 2022 | 551,340 | — | 813,750 | 2,463,989 | 277,550 | — | 4,106,629 | | Sean Grant Chief Financial Officer | 2023 | 455,000 | 18,400 | — | 1,119,820 | 165,600 | 3,000 | 1,761,820 | | | 2022 | 417,500 | — | 627,750 | 1,258,893 | 168,000 | 3,000 | 2,475,143 | | Celia Lin, M.D.(6) Former Chief Medical Officer | 2023 | 457,763 | — | — | 559,910 | — | 3,000 | 1,020,673 | | | 2022 | 440,487 | — | 232,500 | 733,123 | 176,840 | 3,000 | 1,585,950 |
Summary Compensation Table
| (1) Represents the discretionary portion of the named executive officer’s annual bonus for 2023. See “—Narrative to Summary Compensation Table—Bonus Compensation” below for more information. |
Summary Compensation Table
| (2) The dollar amounts in this column reflect the aggregate grant date fair value of restricted stock unit awards granted during the indicated fiscal year computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Committee (“ASC”) Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of each equity award is measured based on the closing price of our Class A common stock on the date of grant. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. |
Summary Compensation Table
| (3) The amounts disclosed represent the aggregate grant date fair value of the option awards granted to our named executive officers during fiscal years 2022 and 2023 under our 2021 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 10 to our audited financial statements included within our Annual Report on Form 10-K for the year ended December 31, 2023. This amount does not reflect the actual economic value that may be realized by the named executive officer. |
Summary Compensation Table
| (4) The amounts disclosed represent performance bonuses earned in 2022 and 2023, but paid in the beginning of 2023 and 2024, respectively. |
Summary Compensation Table
| (5) Amounts shown in this column represent matching payments under our 401(k) Plan, a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended. |
Summary Compensation Table
| (6) Dr. Lin departed from the Company in January 2024. |
Summary Compensation Table
Our Compensation Committee reviews compensation annually for all employees, including our named executive officers. In making compensation determinations, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our Company. Our Compensation Committee, in consultation with our Board, has historically determined the individual compensation of each of our named executive officers’ compensation, including, with our Chief Executive Officer’s recommendations as to the compensation of our other named executive officers. Pursuant to its charter, the Compensation Committee may approve all executive compensation unilaterally, or may choose to recommend compensation matters to the full Board for approval. From time to time, the Compensation Committee has submitted executive compensation determinations to the full Board for approval.
Pension Benefits
Pension Benefits Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the fiscal year ended December 31, 2023.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2023.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table presents the outstanding equity awards held by each named executive officer as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards(1) | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price Per Share ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | | Marshall Fordyce, M.D. | 12/16/2020(4) | 597,409 | 285,433 | 2.90 | 12/15/2030 | | | | | 05/13/2021(5) | 71,066 | 38,972 | 11.00 | 05/12/2031 | | | | | 02/16/2022(6) | 80,737 | 95,417 | 20.94 | 02/15/2032 | | | | | 08/19/2022 | | | | | 29,166 | 448,573 | | | 02/15/2023(7) | 93,750 | 356,250 | 7.87 | 02/14/2033 | | | | Sean Grant | 07/13/2021(8) | 108,750 | 71,250 | 14.87 | 07/12/2031 | | | | | 02/16/2022(9) | 41,250 | 48,750 | 20.94 | 02/15/2032 | | | | | 08/19/2022 | | | | | 22,500 | 346,050 | | | 02/15/2023(10) | 41,666 | 158,334 | 7.87 | 02/14/2033 | | | | Celia Lin, M.D. | 02/23/2021(11) | 163,498 | 67,323 | 3.94 | 02/22/2031 | | | | | 05/13/2021(12) | 10,924 | 5,992 | 11.00 | 05/12/2031 | | | | | 02/16/2022(13) | 24,022 | 28,390 | 20.94 | 02/15/2032 | | | | | 08/19/2022 | | | | | 8,333 | 128,162 | | | 02/15/2023(14) | 20,833 | 79,167 | 7.87 | 02/14/2033 | | |
Outstanding Equity Awards at Fiscal Year End
| (1) All of the option awards granted prior to May 13, 2021 were granted under the Company’s 2017 Equity Incentive Plan (“2017 Plan”), the terms of which plan is described below under “—Employee Benefit Plans — 2017 Equity Incentive Plan.” All of the option and stock awards granted on or subsequent to May 13, 2021 were granted under the 2021 Equity Incentive Plan (“2021 Plan”), the terms of which plan is described below under “—Employee Benefit Plans — 2021 Equity Incentive Plan.” |
Outstanding Equity Awards at Fiscal Year End
| (2) Awards in this column consist of restricted stock unit (“RSU”) awards that were unvested as of December 31, 2023. The shares subject to each RSU will vest on August 20, 2024, subject to continued service to us. |
Outstanding Equity Awards at Fiscal Year End
| (3) Amounts in this column represent the market value of the RSU awards that were unvested as of December 31, 2023. The market value is calculated by multiplying the number of shares underlying the RSU award shown in the table by $15.38, the closing price of our Class A common stock on December 31, 2023. |
Outstanding Equity Awards at Fiscal Year End
| (4) One-fourth of the shares subject to the option award vested on December 16, 2021, and the remaining shares subject to the option award vest in 36 substantially equal monthly installments thereafter, subject to continuous service to us. |
Outstanding Equity Awards at Fiscal Year End
| (5) One-fourth of the shares subject to the option award vested on May 13, 2022, and the remaining shares subject to the option award vest in 36 substantially equal monthly installments thereafter, subject to continuous service to us. |
Outstanding Equity Awards at Fiscal Year End
| (6) One-forty-eighth of the shares subject to the option award vest each month after February 16, 2022, subject to continued service to us. |
Outstanding Equity Awards at Fiscal Year End
| (7) One-forty-eighth of the shares subject to the option award vest each month after February 15, 2023, subject to continued service to us. |
Outstanding Equity Awards at Fiscal Year End
| (8) One-fourth of the shares subject to the option award vested on July 13, 2022, and the remaining shares subject to the option award vest in 36 substantially equal monthly installments thereafter, subject to continuous service to us. |
Outstanding Equity Awards at Fiscal Year End
| (9) One-forty-eighth of the shares subject to the option award vest each month after February 16, 2022, subject to continued service to us. |
Outstanding Equity Awards at Fiscal Year End
| (10) One-forty-eighth of the shares subject to the option award vest each month after February 15, 2023, subject to continued service to us. |
Outstanding Equity Awards at Fiscal Year End
| (11) One-fourth of the shares subject to the option award vested on February 23, 2022, and the remaining shares subject to the option award vest in 36 substantially equal monthly installments thereafter, subject to continuous service to us. |
Outstanding Equity Awards at Fiscal Year End
| (12) One-fourth of the shares subject to the option award vested on May 13, 2022, and the remaining shares subject to the option award vest in 36 substantially equal monthly installments thereafter, subject to continuous service to us. |
Outstanding Equity Awards at Fiscal Year End
| (13) One-forty-eighth of the shares subject to the option award vest each month after February 16, 2022, subject to continued service to us. |
Outstanding Equity Awards at Fiscal Year End
| (14) One-forty-eighth of the shares subject to the option award vest each month after February 15, 2023, subject to continued service to us. |
Outstanding Equity Awards at Fiscal Year End
Options held by certain of our named executive officers are eligible for accelerated vesting under specified circumstances. Please see the subsection titled “–Potential Payments Upon Termination or Change of Control” below for a description of such potential acceleration.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control Dr. Fordyce. Pursuant to Dr. Fordyce’s amended and restated offer letter, if (a) his employment is terminated without cause (as defined below), and other than as a result of his death or disability, or (b) he resigns for good reason (as defined below), then in addition to any amounts accrued and payable under the terms of our benefit plans through the date of termination, Dr. Fordyce will be entitled to receive severance in the form of 12 months of his then-current base salary, such amount to be paid in equal installments over a 12-month period after the date of termination, subject to applicable taxes and withholding, as well as up to 12 months of COBRA coverage. These severance benefits are conditioned upon Dr. Fordyce continuing to comply with his obligations under his proprietary information agreement and his delivery of a general release of claims in favor of us that becomes effective and irrevocable within 21 days of the date of termination. Further, if within the three-month period immediately prior to or 12-month period that immediately follows a change of control (as defined below) Dr. Fordyce’s employment is terminated without cause or he resigns for good reason, then (a) 100% of his then-unvested equity grants shall accelerate and become fully vested as of the termination date, (b) the amount of his cash severance and COBRA severance described above shall be increased from 12 months to 18 months and (c) he shall receive additional cash severance in an amount equal to his target annual bonus for the year of such termination, to be paid in a single lump sum within 10 business days after the effective date of his release. Mr. Grant. Pursuant to Mr. Grant’s offer letter, if (a) his employment is terminated without cause (as defined below), and other than as a result of his death or disability, or (b) he resigns for good reason (as defined below), then in addition to any amounts accrued and payable under the terms of our benefit plans through the date of termination, Mr. Grant will be entitled to receive severance in the form of nine months of his then-current base salary, such amount to be paid in installments on the ordinary payroll dates, subject to applicable taxes and withholding, as well as up to nine months of COBRA coverage. These severance benefits are conditioned upon Mr. Grant continuing to comply with his obligations under his proprietary information agreement and his delivery of a general release of claims in favor of us that becomes effective and irrevocable within 21 days of the date of termination. Further, if within the three-month period immediately prior to or 12-month period that immediately follows a change of control (as defined below) Mr. Grant’s employment is terminated without cause or he resigns for good reason, then (a) 100% of his then-unvested equity grants shall accelerate and become fully vested as of the termination date, (b) the amount of his cash severance and COBRA severance described above shall be increased from nine months to 12 months and (c) he shall receive additional cash severance in an amount equal to his target annual bonus for the year of such termination, to be paid in a single lump sum within 10 business days after the effective date of his release. Dr. Lin. In connection with Dr. Lin’s separation from the Company, we entered into a separation agreement with Dr. Lin which provided for the benefits as described under the heading “—Dr. Lin’s Separation Agreement” above. For the purposes of Dr. Fordyce’s, and Mr. Grant’s severance benefits, the following definitions apply:
Potential Payments Upon Termination or Change of Control
| • | “cause” means (a) the officer’s commission or conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; (b) officer’s commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against us; (c) willful and material breach of officer’s duties to us; (d) willful damage to any of our property; (e) willful misconduct, or other willful violation of our policy that causes harm; or (f) officer’s material violation of any written and fully executed contract or agreement between us and the officer, including without limitation, material breach of agreements relating to non-solicitation, nondisclosure and/or assignment of inventions, or material breach of any company policy, or of any statutory duty officer owes to us; provided, however, that in the event of clause (f) above, we are required to provide written notice of such alleged violation and breach, and officer will have 30 days from receipt of such notice to cure. For purposes of this definition of cause, no act, or failure to act, on officer’s part shall be considered “willful” unless it is done, or omitted to be done, by officer intentionally and without reasonable belief that officer’s action or omission was in the best interests of the company. |
Potential Payments Upon Termination or Change of Control
| • | “change of control” means (a) any consolidation or merger of the company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the company immediately prior to such consolidation, merger or reorganization, continue to hold a majority of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (b) any transaction or series of related transactions to which the company is a party in which in excess of 50% of our voting power is transferred; provided that the |
Potential Payments Upon Termination or Change of Control
foregoing shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by us or our indebtedness is cancelled or converted or a combination thereof; or (c) a sale, lease, exclusive license or other disposition of all or substantially all of our assets.
Potential Payments Upon Termination or Change of Control
| • | “good reason” means any of the following actions, if taken by us without officer’s prior written consent: (a) a material reduction in officer’s base salary, which we and officer agree is a reduction of at least 10% of officer’s base salary (unless pursuant to a salary reduction program applicable generally to our similarly situated employees); (b) a material reduction in officer’s duties (including responsibilities and/or authorities) (with respect to Dr. Fordyce, as our President and Chief Executive Officer), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless officer’s new duties are materially reduced from the prior duties; (c) relocation of officer’s principal place of employment to a place that increases officer’s one-way commute by more than 50 miles as compared to officer’s then-current principal place of employment immediately prior to such relocation, provided that if officer works remotely during any period in which officer’s regular principal place of business at a company office is closed, then neither officer’s relocation to remote work or back to the office from remote work will be considered a relocation from officer’s principal place of employment for the purposes of this definition; or, solely with respect to Dr. Fordyce, (d) prior to a change of control, no longer being a member of our Board or reporting to our Board as Chief Executive Officer. In order to resign for good reason, officer must provide written notice to our Board, or with respect to Mr. Grant or our Chief Executive Officer, within 30 days after each occurrence of the event giving rise to good reason setting forth the basis for officer’s resignation, allow us at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, officer must resign from all positions officer then holds with the company not later than 30 days after the expiration of the cure period. |
Director Compensation
Director Compensation The following table sets forth in summary form information concerning the compensation that we paid or awarded during the year ended December 31, 2023 to each of our non-employee directors who served on our Board during 2023:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Michael Morrissey, Ph.D. | 81,500 | 105,632 | 187,132 | | Andrew Cheng, M.D., Ph.D. | 49,000 | 105,632 | 154,632 | | Patrick Enright | 50,000 | 105,632 | 155,632 | | Kimball Hall | 46,412 | 105,632 | 152,044 | | Maha Katabi, Ph.D. | 48,000 | 105,632 | 153,632 | | Scott Morrison | 55,000 | 105,632 | 160,632 | | Beth Seidenberg, M.D. | 47,500 | 105,632 | 153,132 |
Director Compensation
| (1) The amounts disclosed represent the aggregate grant date fair value of the stock options granted to our non-employee directors during 2023 under our 2021 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 10 to our audited financial statements for the year ended December 31, 2023. This amount does not reflect the actual economic value that may be realized by the non-employee director. |
Director Compensation
| (2) The aggregate number of shares underlying outstanding options to purchase our Class A common stock held by our non-employee directors as of December 31, 2023 was 516,154, as follows: 60,000 by Dr. Morrissey; 108,893 by Dr. Cheng; 39,850 by Mr. Enright; 49,775 by Ms. Hall; 39,850 by Dr. Katabi; 108,893 by Mr. Morrison; and 108,893 by Dr. Seidenberg. |
Director Compensation
We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. Marshall Fordyce, M.D., our President and Chief Executive Officer, was also a director as of December 31, 2023, but did not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Dr. Fordyce. During the year ended December 31, 2023, each of the following individuals served on our Board as non-employee directors: Michael Morrissey, Ph.D., Andrew Cheng, M.D., Ph.D., Patrick Enright, Kimball Hall, Maha Katabi, Ph.D., Scott Morrison and Beth Seidenberg, M.D. Other than as set forth above, none of our non-employee directors earned any compensation in the year ended December 31, 2023 or held any equity awards as of December 31, 2023. Our Board adopted a non-employee director compensation policy in May 2021 that is applicable to all of our non-employee directors. The Board further amended the non-employee director compensation policy to update the initial and annual option grants as set forth below, which became effective March 28, 2023. This compensation policy provides that each such non-employee director will receive the following compensation for service on our Board:
Director Compensation
| • | an annual cash retainer of $40,000; and an additional annual cash retainer of $30,000 for services as non-executive chair of our Board; |
Director Compensation
| • | an additional annual cash retainer of $7,500, $5,000 and $4,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating Committee, respectively; |
Director Compensation
| • | an additional annual cash retainer of $7,500, $5,000 and $4,000 for service as chair of the Audit Committee, Compensation Committee and the Nominating Committee, respectively; |
Director Compensation
| • | an initial option grant to purchase 40,000 shares of our Class A common stock on the date of each such non-employee director’s appointment to our Board; and |
Director Compensation
| • | an annual option grant to purchase 20,000 shares of our Class A common stock on the date of each of our annual stockholder meetings, for non-employee directors who joined our Board no later than February 28 of the year in which the stockholders meeting is held. |
Director Compensation
On December 6, 2023, the Board further amended the non-employee director compensation policy to update the cash retainers paid to the non-employee directors as set forth below, which became effective January 1, 2024. This compensation policy provides that each such non-employee director will receive the following compensation for service on our Board:
Director Compensation
| • | an annual cash retainer of $40,000; and an additional annual cash retainer of $30,000 for services as non-executive chair of our Board; |
Director Compensation
| • | an additional annual cash retainer of $10,000, $6,000 and $5,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating Committee, respectively; |
Director Compensation
| • | an additional annual cash retainer of $10,000, $6,000 and $5,000 for service as chair of the Audit Committee, Compensation Committee and the Nominating Committee, respectively; |
Director Compensation
| • | an initial option grant to purchase 40,000 shares of our Class A common stock on the date of each such non-employee director’s appointment to our Board; and |
Director Compensation
| • | an annual option grant to purchase 20,000 shares of our Class A common stock on the date of each of our annual stockholder meetings, for non-employee directors who joined our Board no later than February 28 of the year in which the stockholders meeting is held. |
Director Compensation
Each of the option grants described above will be granted under our 2021 Plan. Each initial option grant will vest monthly over a three-year period subject to the director’s continuous service to us. Each annual option grant will vest subject to the director's continuous service to us through the earlier of the first anniversary of the date of grant or the next annual stockholder meeting. Notwithstanding the foregoing, in the event there is a change in control (as defined in the 2021 Plan) all of the option grants will accelerate and become fully vested subject to such non-employee director’s continuous service with us through such change in control. The term of each option will be 10 years, subject to earlier termination as provided in the 2021 Plan.
Employment Agreements and Stock Option Grants to Directors and Executive Officers
Employment Agreements and Stock Option Grants to Directors and Executive Officers We have entered into employment agreements with certain of our named executive officers, and granted stock options to our named executive officers and certain of our directors, as more fully described in the sections titled “Executive Compensation” and “Director Compensation.”