DEF 14A of CytomX Therapeutics, Inc., Apr 4, 2024

DEF 14A of CytomX Therapeutics, Inc.

Filed Apr 4, 2024 · FY20230001140361-24-017969

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board currently consists of eight directors and is divided into three classes, designated as Class I, Class II and Class III. Under our Amended and Restated Certificate of Incorporation, our Board is authorized to assign its members in office to each class. Each class has a term of three years. There are currently three directors in Class III, Alan Ashworth, Ph.D., FRS, James R. Meyers and Halley Gilbert, whose terms of office are scheduled to expire at the 2024 Annual Meeting of Stockholders. Each of Dr. Alan Ashworth, Mr. James R. Meyers and Ms. Halley Gilbert have been nominated for election at the 2024 Annual Meeting of Stockholders. Any vacancies on our Board resulting from death, resignation, disqualification, removal or other causes, and any newly created directorships resulting from any increase in the number of directors, shall be filled by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board. Any director elected to fill a vacancy shall hold office for the remainder of the unexpired term in which the vacancy occurred or newly created directorship was created and until such director’s successor shall have been elected and qualified. Directors are elected by a majority of the votes cast at the annual meeting and entitled to vote on the election of directors. A majority of votes cast shall mean that the number of shares voted “For” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election, with votes cast including votes “Against” in each case and excluding abstentions and broker non-votes with respect to that director’s election. Shares represented by executed proxies will be voted for the election of the two nominees named below, unless the “Against” or “Abstain” voting selection has been marked on the proxy card. If any of Dr. Alan Ashworth, Mr. James R. Meyers and Ms. Halley Gilbert become unavailable for election as a result of an unexpected occurrence, shares that would otherwise be voted for such director will be voted for the election of a substitute nominee proposed by the Nominating and Corporate Governance Committee and nominated by the Board. Dr. Alan Ashworth, Mr. James R. Meyers and Ms. Halley Gilbert have agreed to serve if elected. Our management has no reason to believe that any of Dr. Alan Ashworth, Mr. James R. Meyers and Ms. Halley Gilbert will be unable to serve. If elected at the annual meeting, each of Dr. Alan Ashworth, Mr. James R. Meyers and Ms. Halley Gilbert will serve until the earliest of the 2027 Annual Meeting of Stockholders, or their respective successor is elected and qualified, or until their respective death, resignation or removal. The following are brief biographies of Dr. Alan Ashworth, Mr. James R. Meyers and Ms. Halley Gilbert, the nominees for director, and a discussion of their specific experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee of the Board to recommend each of Dr. Ashworth, Mr. Meyers and Ms. Gilbert for director, as of the date of this proxy statement.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Position | Age | | Alan Ashworth, Ph.D., FRS | Class III Director | 63 | | James R. Meyers | Class III Director | 58 | | Halley Gilbert | Class III Director | 54 |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    Dr. Alan Ashworth has served as a member of our Board since September 2021. He currently serves as the president of the Helen Diller Family Comprehensive Cancer Center at the University of California, San Francisco (UCSF), a position he has held since 2015. He also serves as the senior vice president for cancer services and a Professor of Medicine in Division of Hematology/Oncology, Department of Medicine at UCSF Health, position(s) he has held since 2015. Prior to joining UCSF, Dr. Ashworth was chief executive officer of the Institute of Cancer Research, a position he held from 2011 to 2014, as well as serving as their director of the Breakthrough Breast Cancer Center from 1999 to 2011 and Professor of Molecular Biology from 1997 to 2014. He is an elected member of European Molecular Biology Organization, the Academy of Medical Sciences, and a Fellow of the Royal Society. Dr. Ashworth received his Ph.D. in biochemistry from University College London, U.K., and his B.Sc. in chemistry and biochemistry from Imperial College of Science and Technology, University of London, U.K. We believe that Dr. Ashworth is qualified to serve on our Board due to his deep medical experience and service on the boards of directors of several cancer centers. Mr. James R. Meyers has served as a member of our Board since December 2018. Currently, Mr. Meyers serves as the president and CEO of IntraBio, a privately-held biopharmaceutical company with a late-stage drug pipeline that develops treatments for genetic and neurodegenerative diseases, having been appointed to that position in November 2020. Mr. Meyers has served on the board of Sangamo Therapeutics, Inc, a publicly-traded biotechnology company, since December 2019, and on the board of Arbutus Biopharma Corporation, also a publicly-traded biotechnology company, since October 2018. Prior to that, Mr. Meyers has served as a senior advisor to Gilead Sciences from February 2018 to December 2021. Prior to his advisory role, Mr. Meyers most recently served as Gilead’s executive vice president of worldwide commercial operations where he was responsible for all commercial activities including pricing and market access in North America, Europe, Middle East, Australia and Japan. Over his 22-year career at Gilead, Mr. Meyers led some of the most important and successful product launches in the history of the biopharmaceutical industry, most notably in the therapeutic areas of HCV and HIV. Prior to joining Gilead, Mr. Meyers held positions of increasing responsibility in sales, training, marketing and management with Zeneca Pharmaceuticals and Astra USA. Mr. Meyers currently serves on the board of directors of Arbutus Biopharma Corporation, a publicly-traded biopharmaceutical company focused on commercializing a cure for patients suffering from chronic hepatitis B infection. Mr. Meyers holds a B.S. in Economics from Boston College. We believe that Mr. Meyers is qualified to serve on our Board due to his worldwide commercial leadership experience within the biotechnology industry. Ms. Halley Gilbert has served as a member of our Board since April 2020. Currently, Ms. Gilbert serves as the Chief Legal Officer of CARGO Therapeutics, a publicly-traded biotechnology company, a position she has held since September 2023. Ms. Gilbert had previously served as the chief legal officer of NeoGenomics Laboratories, a position she held from August 2021 to April 2022. Prior to her role at NeoGenomics Laboratories, Ms. Gilbert held the position of chief operating officer of Adagio Therapeutics, Inc., from June 2020 to August 2021. Until February 2020, Ms. Gilbert held the position of senior vice president, corporate development and chief administrative officer at Ironwood Pharmaceuticals, Inc. having joined the company in 2008 as vice president and general counsel. Prior to this, Ms. Gilbert served in several roles at Cubist Pharmaceuticals, Inc. (acquired by Merck), including as vice president, deputy general counsel, assistant secretary and assistant general counsel from 2002 to 2007. From 1999 to 2002, Ms. Gilbert held the position of corporate counsel at Genzyme Corporation. Ms. Gilbert began her career at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, where, serving as a corporate associate from 1995 to 1998, she specialized in mergers and acquisitions and securities law. Ms. Gilbert has served on the board of Arcutis Biotherapeutics, Inc., a publicly-traded biopharmaceutical company, since April 2020, and on the board of Vaxcyte, Inc., a publicly-traded vaccine innovation company, since April 2020. Ms. Gilbert formerly served on the board of directors of Dermira, Inc. (acquired by Eli Lilly and Company) and Achaogen, Inc. Ms. Gilbert received a J.D. from Northwestern University School of Law and a B.A. from Tufts University. We believe that Ms. Gilbert is qualified to serve on our Board due to her broad knowledge of the life sciences industry and significant experience in business development, corporate strategy, law and compliance. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NAMED NOMINEES.

  4. Class I Directors Continuing in Office until the 2025 Annual Meeting of Stockholders

    Class I Directors Continuing in Office until the 2025 Annual Meeting of Stockholders Sean A. McCarthy, D. Phil. Dr. McCarthy joined CytomX in December 2010 as our Chief Business Officer and became a member of our Board, President and Chief Executive Officer in August 2011. In January 2019, Dr. McCarthy became Chairman of our Board of directors and currently serves as Chief Executive Officer and Chairman of our Board. Dr. McCarthy has more than twenty years of experience in the biotechnology industry encompassing roles in R&D, business development, financing and general management. Following completion of his post-doctoral training at the DNAX Research Institute (now Merck Palo Alto), Dr. McCarthy held research leadership and program management roles at Millennium Pharmaceuticals where he managed biologics discovery programs. After Millennium, Dr. McCarthy joined SGX Pharmaceuticals, where he spearheaded a wide range of large pharma partnerships as vice president business development and helped drive a strategic reorientation of the company from a platform business model to product-focused oncology company, leading to completion of an initial public offering in 2006. Immediately prior to joining CytomX, Dr. McCarthy was a transactional partner at Pappas Ventures from April 2006 to December 2010, where he was responsible for investments in therapeutic, medical device and molecular diagnostic companies. Dr. McCarthy is an author on multiple peer reviewed scientific publications, issued patents and filed patent applications. He received a B.Sc. in biochemistry and pharmacology at King’s College, University of London; an MBA from the Rady School of Management at the University of California San Diego; and a D.Phil. in cancer biology from St. John’s College, University of Oxford. Dr. McCarthy currently serves as a member of the board of directors of the California Life Sciences Association and OncoResponse. We believe Dr. McCarthy is qualified to serve on our Board based on his management experience in the life sciences sector, including at CytomX, his deep knowledge of the industry, and his strategic and business development expertise. Mani Mohindru, Ph.D. Dr. Mohindru has served as a member of our Board since December 2020. Most recently she served as chief executive officer and member of the board of directors at Novasenta, a privately-held drug discovery company that focuses on immunotherapy treatment for novel cancer targets, a position she held from April 2021 to March 2024. Previously, she served as the CEO of CereXis, Inc., a biotech company focused on rare tumor indications, from December 2019 to October 2020. Prior to that, she served as chief financial officer and chief strategy officer at Cara Therapeutics, Inc., a publicly-traded biotechnology company, from August 2017 to December 2019. Between June 2013 and August 2017 she held various roles at Curis, Inc., a publicly-traded biotechnology company, including vice president of corporate strategy & investor strategy and chief strategy officer. Dr. Mohindru is also a member of the board of directors of Cardiff Oncology, a publicly-traded clinical-stage oncology-focused biopharmaceutical company. She also previously served as a member of the board of directors of SAb Biotherapeutics, a publicly-traded clinical-stage biopharmaceutical company advancing a new class of immunotherapies. Prior to her leadership roles in the biotechnology industry, Dr. Mohindru spent many years as an equity research analyst covering the biotechnology sector at UBS, Credit Suisse and ThinkEquity. She also cofounded a privately-held biotechnology company and was a healthcare industry consultant. Dr. Mohindru received her Ph.D. in neurosciences from Northwestern University and her Masters in biotechnology and BS in human biology (Hons) from the All India Institute of Medical Sciences, New Delhi, India. We believe Dr. Mohindru is qualified to serve on our Board based on her substantial management experience in the life sciences industry and her background in biotechnology finance and corporate strategy. Zhen Su, M.D., M.B.A. Dr. Su joined our Board of Directors in March 2024. Currently, Dr. Su serves as the Chief Executive Officer of Marengo Therapeutics (“Marengo”) and member of its board of directors, having held both positions since July 2021. Prior to joining Marengo, Dr. Su served as Senior Vice President and Global Head of the Oncology Business Franchise for Merck KGaA (“Merck”) from March 2019 to July 2021 and concurrently as Merck’s US Head of its Oncology Business Unit between July 2020 to July 2021. Dr. Su served as Chief Medical Officer of EMD Serono, part of the larger Merck group, from October 2017 to May 2019. Dr. Su currently serves as a member of the board of directors at Karyopharm Therapeutics Inc., a publicly-traded pharmaceutical company, a position he has held since August 2023. Before his career in the life sciences industry, Dr. Su served on the faculty of Duke University Medical School between 2001 to 2006, where he led early oncology clinical studies focusing on mRNA-based and cell-based immunotherapy, and then, between 2006 to 2009, served as the director of the Cell and Gene Therapy program at the University of Florida. Dr. Su received his Doctor of Medicine from Technical University of Dresden in Germany and his MBA from the University of Toronto in Canada. We believe Dr. Su is qualified to serve on our Board based on his substantial drug development and corporate strategy experience in the biotechnology industry complemented by his academic background in life sciences.

  5. Class II Directors Continuing in Office until the 2026 Annual Meeting of Stockholders

    Class II Directors Continuing in Office until the 2026 Annual Meeting of Stockholders

  6. Matthew P. Young

    Matthew P. Young Mr. Matthew P. Young has served as a member of our Board since September 2015. Mr. Young currently serves as a managing director at Longitude Capital, a position he has held since August 2022. Before that, Mr. Young was serving as chief operating officer and chief financial officer of GRAIL from October 2019 to December 2021. Prior to joining GRAIL, Mr. Young had served as executive vice president and chief financial officer of Jazz Pharmaceuticals (“Jazz”), a role he held since February 2015. He previously had served as senior vice president and chief financial officer of Jazz since March 2014 and as senior vice president, corporate development of Jazz since April 2013. Prior to joining Jazz, Mr. Young worked in investment banking for approximately 20 years. From February 2009 to April 2013, he served as a managing director in global healthcare of Barclays Capital Inc., an investment banking firm, where his role included acting as the co-head of life sciences at Barclays Capital. From 2007 to 2008, Mr. Young served as a managing director of Citigroup Global Markets Inc., an investment banking firm, and, from 2003 to 2007, as a managing director of Lehman Brothers Inc., an investment banking firm. In 2015, he joined the board of directors of PRA Health Sciences Inc., a contract research company, a position he held until July 2021. Mr. Young currently serves on the board of directors of OrsoBio, Inc., a privately-held biopharmaceutical company. Mr. Young received a B.S. in economics and a M.B.A. from the Wharton School of the University of Pennsylvania. We believe that Mr. Young is qualified to serve on our Board due to his extensive management experience, significant experience in the life sciences industry and financial expertise. Elaine V. Jones, Ph.D. Elaine V. Jones has served as a member of our Board since May 2019. Dr. Jones retired in April 2019 from her role as vice president, worldwide business development and senior partner at Pfizer Ventures, the venture capital arm of Pfizer Inc. After joining Pfizer Ventures as executive director in 2008, Dr. Jones was responsible for making and managing venture investments for Pfizer as well as serving in Board roles for several therapeutic companies. Prior to this, Dr. Jones held the position of general partner at EuclidSR Partners, a venture firm specializing in private investment in private and public equity within the health sciences, healthcare, biopharmaceutical sectors, until 2008. Dr. Jones began her investment career at S.R. One, the corporate investment fund of GlaxoSmithKline, which she joined in 1999. Prior to this, Dr. Jones served as director of scientific licensing at SmithKline Beecham and as a research scientist in the research and development division of SmithKline Beecham Pharmaceutical. During her venture career, Dr. Jones has served on the boards of more than 20 early to mid-stage biotechnology, therapeutic and pharmaceutical companies. Dr. Jones has served as a member of the board of directors of Gritstone Oncology, a publicly-traded biopharmaceutical company, since September 2019. She has served on the board of HBM Healthcare Investments AG, a publicly-traded Swiss Investment Company since June 2018. She has also served on the board of NextCure, Inc., a publicly-traded biopharmaceutical company, since December 2015. Dr. Jones holds a B.S. in biology from Juniata College and a Ph.D. in microbiology from the University of Pittsburgh. We believe that Dr. Jones is qualified to serve on our Board due to her broad knowledge of the life sciences industry and significant experience in pharmaceutical drug discovery and business development.

  7. Class III Directors Nominated for Election at this 2024 Annual Meeting of Stockholders

    Class III Directors Nominated for Election at this 2024 Annual Meeting of Stockholders Alan Ashworth, Ph.D. Biographical information included above under “Proposal No.1 Election of Directors”.

  8. Compensation Committee

    | • | reviewing and making recommendations to the Board with respect to director compensation; and |

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  10. Director Compensation Table—Year Ended December 31, 2023

    Director Compensation Table—Year Ended December 31, 2023 The following table presents information regarding the compensation paid to members of our Board, except for Sean A. McCarthy, D. Phil., who is also our chief executive officer and chairman of the Board. The compensation paid to Mr. McCarthy is set forth in the section titled “Executive Compensation Summary” in this proxy statement. Dr. McCarthy was not entitled to receive additional compensation for his service as a director or chairman.

  11. Director Compensation Table—Year Ended December 31, 2023

    | Name | Fees earned or paid in cash ($) | Option awards(1) ($) | Total ($) | | Mani Mohindru, Ph.D. | 53,500 | 25,123 | 78,623 | | Matthew P. Young | 80,000 | 25,123 | 105,123 | | James R. Meyers | 52,000 | 25,123 | 77,123 | | Elaine V. Jones, Ph.D. | 50,000 | 25,123 | 75,123 | | Halley Gilbert | 55,500 | 25,123 | 80,623 | | Alan Ashworth, Ph.D | 44,000 | 25,123 | 69,123 | | Zhen Su, M.D., M.B.A.(2) | — | — | — |

  12. Director Compensation Table—Year Ended December 31, 2023

    | (1) Pursuant to applicable SEC executive compensation disclosure rules, the amounts reported in this column reflect the grant date fair value of an option to purchase 25,000 shares of our common stock granted on June 14, 2023 to each director named above (other than Dr. Su), calculated in accordance with Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of option awards contained in the Stock-based Compensation sub-section under Note 13 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023, our non-employee directors (other than Dr. Su) held outstanding options to purchase shares of our common stock as follows: Dr. Mohindru, 110,000; Mr. Young, 172,895; Mr. Meyers, 132,000; Dr. Jones, 132,000; Ms. Gilbert, 130,000; and Dr. Ashworth, 90,000. Other than these options, none of our existing non-employee directors held any other equity awards in the Company on that date. |

  13. Director Compensation Table—Year Ended December 31, 2023

    | (2) Dr. Su was appointed to our Board on March 20, 2024 and, accordingly, as of December 31, 2023, had not received any compensation. In connection with his appointment to the Board, on March 20, 2024 Dr. Su was granted an option to purchase 76,000 shares of the Company’s common stock with a grant date fair market value of $2.27 per share. |

  14. Director Compensation

    Director Compensation During 2023, our Board members were compensated pursuant to our non-employee director compensation program, which provides for cash and equity-based compensation for service on the Board and its committees. Under the program, our non-employee directors receive the following cash compensation for their service on the Board and its committees:

  15. Director Compensation

    | Annual Retainer for Board Membership | $40,000 | | Additional Retainer for: | | | Chairperson of the Board | $30,000 | | Chairperson of the Audit Committee | $15,000 | | Member of the Audit Committee | $7,500 | | Chairperson of the Compensation Committee | $12,000 | | Member of the Compensation Committee | $6,000 | | Chairperson of the Nominating & Governance Committee | $8,000 | | Member of the Nominating & Governance Committee | $4,000 | | Lead Independent Director(1) | $25,000 |

  16. Director Compensation

    | (1) Mr. Young was reappointed as the Lead Independent Director of our Board in December 2023. |

  17. Director Compensation

    In 2023, the annual non-employee director cash compensation was paid quarterly in arrears. Under the program, non-employee directors also receive reimbursement for out-of-pocket expenses incurred in connection with attendance at meetings of our Board. Under the non-employee director stock option program in 2023, new non-employee members of the Board are automatically granted an initial option to purchase 50,000 shares of our common stock on the date such person first becomes a non-employee director. In March 2024, the Board amended the non-employee director stock option program in to provide that new non-employee members of the Board are automatically granted an initial option to purchase 76,000 shares of our common stock on the date such person first becomes a non-employee director. The initial grant will vest with respect to 1/36th of the shares subject to the option on each monthly anniversary measured from the grant date, such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the vesting commencement date, subject to the director’s continued service to us through the applicable vesting date. On the date of each annual meeting of our stockholders, each non-employee director (other than any director receiving an initial grant on the date of such annual meeting) who is then serving as a non-employee director and who will continue as a non-employee director following the date of such annual meeting will automatically be granted an option to purchase 38,000 shares of our common stock. This annual grant will vest in full on the earlier of: (i) the date of the next annual meeting of our stockholders or (ii) the first anniversary of the date of grant, subject to the director’s continuous service to us through the applicable date. The exercise price of all stock option grants is equal to the closing price of CytomX common stock as reported by the Nasdaq on the date of grant. In addition, upon a change in control, the vesting of all equity awards held by our non-employee directors will accelerate in full.

  18. Elements of Compensation

    Elements of Compensation The Compensation Committee’s objective is to have compensation programs and practices that are competitive with our peers and industry through a mix of cash (base salary and annual, performance-based cash incentive bonuses) and long-term incentives (equity awards).

  19. Annual Performance-Based Cash Incentives

    Annual Performance-Based Cash Incentives Our annual cash incentive program is designed to reward all employees, including our NEOs, for the achievement of the Company’s annual corporate goals, as well as individual performance against annual individual goals. We believe that annual incentives hold executives accountable, reward executives based on actual business results and help create a “pay for performance” culture. There are no minimum or guaranteed bonus payments for employees, including the NEOs. Under our cash incentive program, every employee, including each NEO, has an established annual performance-based incentive target, which is equal to a percentage of the employee’s base salary. This percentage increases as levels of responsibility increase. For 2023, Dr. McCarthy, Dr. Belvin and Mr. Landau had a target bonus opportunity of 60%, 40% and 40% of annual base salary, respectively. Each NEO’s target bonus opportunity could be earned based on the achievement of certain corporate and individual performance goals, as approved by our Board or Compensation Committee. Our Board and Compensation Committee retain the discretion to modify performance goals or to increase or reduce amounts payable upon achievement of performance goals. In early 2024, our Compensation Committee determined that corporate goals had been achieved at 95% of target and awarded bonuses to Dr. McCarthy, Dr. Belvin and Mr. Landau at 95%, 91% and 96%, respectively, of the NEO’s target bonus opportunity.

  20. Equity Incentives

    Equity Incentives In 2023 equity awards to executives (as well as non-executive employees) were comprised of stock option grants, restricted stock units, or RSUs, and performance stock units, or PSUs, under our 2015 Equity Incentive Plan and our 2019 Employment Inducement Plan, which we implemented to enhance our ability to make strategically important employment decisions. CytomX’s standard vesting schedule for the first stock option grant awarded to newly hired employees, including executive officers, provides that 25% of the shares granted will vest on the first anniversary of the commencement of employment, with the balance vesting in equal monthly installments over the subsequent thirty-six (36) months, until option shares are fully vested, subject to the individual’s continued service to us through the applicable vesting date. For RSUs that are granted to a newly hired employee, the shares will vest 25% on an annual basis over the first four years of their employment, subject to the individual’s continued service to us through the applicable vesting date. Additional annual option grants made after an employee, including an executive officer, has provided services to the Company generally vest monthly from the date of grant over four years, subject to the individual’s continued service to us through the applicable vesting date. Additional annual RSU grants to employees will generally vest 33.3% on an annual basis over the next three years of their employment, subject to the individual’s continued service to us through the applicable vesting date. The vesting schedule for the PSUs awarded to executives, including those awarded in 2023, provide that 50% of these PSUs granted will vest within one year of the grant date upon achievement of certain specific Company objectives and the remaining 50% will vest within two years of the grant date upon achievement of additional Company objectives, subject to continued service through the applicable vesting date. We granted our NEOs the following equity awards in 2023.

  21. Equity Incentives

    | Named Executive Officer | RSUs (#) | PSUs (#) | Options (#) | | Sean A. McCarthy, D. Phil. | | | | | February 2023 | 105,000 | 300,000 | 315,000 | | Marcia Belvin | | | | | February 2023 | 40,000 | 75,000 | 100,000 | | March 2023(1) | 60,000 | | | | Jeff Landau | | | | | February 2023 | 40,000 | 75,000 | 100,000 |

  22. Equity Incentives

    | (1) In connection with her promotion to Chief Scientific Officer of the Company, Dr. Belvin received as additional grant of 60,000 RSUs that vest annually in 25% increments over 4 years of continuous employment and had a grant date fair value of $104,400. |

  23. Equity Incentives

    In accordance with our equity grant practices, the exercise price for these stock option grants was equal to the closing price of our common stock as reported by the Nasdaq Global Select Market on the date of grant and the vesting schedule is as described above for new-hire and subsequent grants.

  24. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Our NEOs are entitled to certain severance and change in control benefits under the terms of their severance and change of control agreements, as may have been amended and restated, and our equity plans. Dr. McCarthy’s severance and change of control agreement provides for: (i) 18 months of salary, pro-rated annual target bonus and 18 months of COBRA premiums in the event of a termination without cause or for good reason outside of the 60 days prior to or 12 months following a change in control and (ii) 24 months of salary, 24 months of annual target bonus, 24 months of COBRA premiums and full acceleration of outstanding equity awards in the event of a termination without cause or for good reason within 60 days prior to or 12 months following a change in control. For other NEOs, the severance and change of control agreements provide for: (i) 12 months of base salary, prorated annual target bonus and 12 months of COBRA premiums in the event of a termination without cause or for good reason outside of the 60 days prior to or 12 months following a change in control and (ii) 12 months of base salary, annual target bonus, and 12 months of COBRA premiums and full acceleration of outstanding equity awards in the event of a termination without cause or for good reason within 60 days prior to or 12 months following a change in control.

  25. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides a summary of compensation paid to our named executive officers for the years ended December 31, 2023 and 2022.

  26. 2023 Summary Compensation Table

    | Name and principal position | Fiscal year | Salary ($) | Stock awards ($)(1) | Option awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | Sean A. McCarthy, D. Phil. Chief Executive Officer and Chairman of the Board of Directors | 2023 | 652,088 | 1,048,950 | 533,201 | 371,899 | 5,000 | 2,611,138 | | | 2022 | 622,893 | 429,000 | 1,559,160 | 397,553 | 5,000 | 3,013,606 | | Marcia P. Belvin, Ph.D. Senior Vice President, and Chief Scientific Officer | 2023 | 459,827 | 402,250 | 169,270 | 170,000 | 5,000 | 1,206,347 | | Jeff Landau Senior Vice President and Chief Business Officer | 2023 | 415,692 | 297,850 | 169,270 | 160,000 | 5,000 | 1,047,812 | | | 2022 | 393,333 | 102,987 | 376,233 | 183,350 | 5,000 | 1,060,903 |

  27. 2023 Summary Compensation Table

    | (1) The amounts reported in this column reflect the grant date fair value of restricted stock units and performance stock units granted to the named executive officers. The grant date fair values have been determined in accordance with FASB ASC Topic 718, and amounts reported for performance stock units assume achievement of performance goals at maximum. For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of restricted stock unit and performance stock unit awards contained in the Stock-based Compensation sub-section under Note 13 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. |

  28. 2023 Summary Compensation Table

    | (2) The amounts reported in this column reflect the grant date fair value of option awards granted to the named executive officers. The grant date fair values have been determined in accordance with FASB ASC Topic 718. For the 2023 option grants, and a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of option awards contained in the Stock-based Compensation sub-section under Note 13 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. |

  29. 2023 Summary Compensation Table

    | (3) These amounts include payments under our annual incentive bonus plan. |

  30. 2023 Summary Compensation Table

    | (4) The amounts reported constitute 401(k) matching contributions. |

  31. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table presents information regarding the outstanding stock options, PSUs and RSUs held by each of the named executive officers as of December 31, 2023.

  32. Outstanding Equity Awards at December 31, 2023

    | | Option awards | | | | | | | Stock awards | | | | | | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Sean A. McCarthy D.Phil | 2/9/2015 | 1/1/2015 | 109,768 | — | — | 1.57 | 2/8/2025 | | | | | | | 1/21/2016 | 1/1/2016 | 136,299 | — | — | 14.46 | 1/20/2026 | | | | | | | 1/25/2017 | 1/1/2017 | 234,299 | — | — | 11.94 | 1/24/2027 | | | | | | | 1/24/2018 | 1/1/2018 | 300,000 | — | — | 25.82 | 1/23/2028 | | | | | | | 1/25/2019 | 1/1/2019 | 300,000 | — | — | 16.85 | 1/24/2029 | | | | | | | 2/14/2020(1) | 1/1/2020 | 489,583 | 10,417 | — | 7.13 | 2/13/2030 | | | | | | | 2/26/2021(1) | 2/26/2021 | 283,333 | 116,667 | — | 7.85 | 2/25/2031 | | | | | | | 2/27/2021(1) | 2/26/2021 | 141,666 | 58,334 | — | 7.85 | 2/26/2031 | | | | | | | 10/24/2021(1) | 10/24/2021 | 54,166 | 45,834 | — | 5.34 | 10/23/2031 | | | | | | | 2/2/2022(1) | 2/2/2022 | 206,250 | 243,750 | — | 4.13 | 2/1/2032 | | | | | | | 2/2/2022(2) | 3/15/2022 | | | | | | 56,250 | 87,188 | | | | | 8/10/2022(3) | 8/10/2022 | 200,000 | 250,000 | — | 1.59 | 8/9/2032 | | | | | | | 8/10/2022(4) | | | | | | | 37,500 | 58,125 | | | | | 2/2/2023(1) | 2/2/2023 | 65,625 | 249,375 | — | 2.59 | 2/1/2033 | | | | | | | 2/2/2023(5) | | | | | | | | | 300,000 | 465,000 | | | 2/2/2023(6) | 3/15/2023 | | | | | | 105,000 | 162,750 | | | | Marcia P. Belvin, Ph.D. | 4/30/2018 | 4/16/2018 | 50,000 | — | — | 26.30 | 4/29/2028 | | | | | | | 2/28/2019 | 2/13/2019 | 17,740 | — | — | 11.22 | 2/27/2029 | | | | | | | 2/14/2020(1) | 1/1/2020 | 33,291 | 709 | — | 7.13 | 2/13/2030 | | | | | | | 10/5/2020(1) | 10/5/2020 | 31,666 | 8,334 | — | 7.02 | 10/4/2030 | | | | | | | 2/26/2021(1) | 2/26/2021 | 106,250 | 43,750 | — | 7.85 | 2/25/2031 | | | | | | | 10/24/2021(1) | 10/24/2021 | 16,250 | 13,750 | — | 5.34 | 10/23/2031 | | | | | | | 2/2/2022(1) | 2/2/2022 | 61,875 | 73,125 | — | 4.13 | 2/1/2032 | | | | | | | 2/2/2022(2) | 3/15/2022 | | | | | | 16,875 | 26,156 | | | | | 8/10/2022(3) | 8/10/2022 | 60,000 | 75,000 | — | 1.59 | 8/9/2032 | | | | | | | 8/10/2022(4) | | | | | | | 11,250 | 17,438 | | | | | 2/2/2023(1) | 2/2/2023 | 20,833 | 79,167 | — | 2.59 | 2/1/2033 | | | | | | | 2/2/2023(6) | 3/15/2023 | | | | | | 40,000 | 62,000 | | | | | 2/2/2023(5) | | | | | | | | | 75,000 | 116,250 | | | 3/22/2023(2) | 3/15/2023 | | | | | | 60,000 | 93,000 | | | | Jeff Landau | 4/12/2021(7) | 4/12/2021 | 183,333 | 91,667 | — | 6.74 | 4/11/2031 | | | | | | | 10/24/2021(1) | 10/24/2021 | 16,250 | 13,750 | — | 5.34 | 10/23/2031 | | | | | | | 2/2/2022(1) | 2/2/2022 | 44,753 | 52,891 | — | 4.13 | 2/1/2032 | | | | | | | 2/2/2022(2) | 3/15/2022 | | | | | | 12,205 | 18,918 | | | | | 8/10/2022(3) | 8/10/2022 | 60,000 | 75,000 | | 1.59 | 8/9/2032 | | | | | | | 8/10/2022(4) | | | | | | | 11,250 | 17,438 | | | | | 2/2/2023(1) | 2/2/2023 | 20,833 | 79,167 | | 2.59 | 2/1/2033 | | | | | | | 2/2/2023(6) | 3/15/2023 | | | | | | 40,000 | 62,000 | | | | | 2/2/2023(5) | | | | | | | | | 75,000 | 116,250 |

  33. Outstanding Equity Awards at December 31, 2023

    | (1) This option vests in 1/48th increments beginning on the vesting commencement date, with each additional increment vesting on the last day of each month of continuous service following the vesting commencement date. |

  34. Outstanding Equity Awards at December 31, 2023

    | (2) Beginning on the first anniversary of the commencement date, these RSUs will vest annually in 25% increments across four years of continuous employment with the Company. The market value of RSUs was determined based on $1.55 per share, which was the closing price of our common stock on December 29, 2023. |

  35. Outstanding Equity Awards at December 31, 2023

    | (3) This option vests in 1/36th increments beginning on the vesting commencement date, with each additional increment vesting on the last day of each month of continuous service following the vesting commencement date. |

  36. Outstanding Equity Awards at December 31, 2023

    | (4) Constitute PSUs earned based on performance that vest on the first anniversary of the vesting commencement date subject to continuous service through such date. The market value of the PSUs was determined based on $1.55 per share, which was the closing price of our common stock on December 29, 2023. |

  37. Outstanding Equity Awards at December 31, 2023

    | (5) 50% of these PSUs granted will vest within one year of the grant date upon achievement of certain specific milestones and the remaining 50% will vest within two years of the grant date upon achievement of additional company objectives. The market value of PSUs was determined based on $1.55 per share, which was the closing price of our common stock on December 29, 2023. |

  38. Outstanding Equity Awards at December 31, 2023

    | (6) Beginning on the first anniversary of the commencement date, these RSUs will vest annually in 33% increments across three years of continuous employment with the Company. The market value of RSUs was determined based on $1.55 per share, which was the closing price of our common stock on December 29, 2023. |

  39. Outstanding Equity Awards at December 31, 2023

    | (7) This option vests as to 25% of the total number of shares subject to the option on the first anniversary of the vesting commencement date and the remaining 75% of the total number of shares subject to the option will vest in 36 substantially equal installments on the last day of each of the 36 months following the first anniversary of the vesting commencement date, other than the final instalment which shall vest upon the executive officer’s continuous employment through each vesting date. |

  40. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  41. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on TSR(4) | Net Income ($ Thousands) | | 2023 | 2,611,138 | 519,365 | 1,127,080 | 528,064 | 23.66 | (569) | | 2022 | 3,013,606 | 671,919 | 1,383,594 | 586,769 | 24.43 | (99,317) | | 2021 | 4,339,415 | 2,429,869 | 1,694,355 | 1,093,232 | 66.11 | (115,870) |

  42. PAY VERSUS PERFORMANCE

    | 1. | Sean A. McCarthy, D. Phil. was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  43. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | | Carlos Campoy | Carlos Campoy | Jeff Landau | | Lloyd A. Rowland | Lloyd A. Rowland | Marcia P. Belvin | | Amy Peterson | Amy Peterson | | | Alison Hannah | Jeff Landau | |

  44. PAY VERSUS PERFORMANCE

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  45. PAY VERSUS PERFORMANCE

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  46. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Sean A. McCarthy, D. Phil. ($) | Exclusion of Stock Awards and Option Awards for Sean A. McCarthy, D. Phil. ($) | Inclusion of Equity Values for Sean A. McCarthy, D. Phil. ($) | Compensation Actually Paid to Sean A. McCarthy, D. Phil. ($) | | 2023 | 2,611,138 | (1,582,151) | (509,622) | 519,365 |

  47. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,127,080 | (519,320) | (79,696) | 528,064 |

  48. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  49. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Sean A. McCarthy, D. Phil. ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Sean A. McCarthy, D. Phil. ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Sean A. McCarthy, D. Phil. ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Sean A. McCarthy, D. Phil. ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Sean A. McCarthy, D. Phil. ($) | Total - Inclusion of Equity Values for Sean A. McCarthy, D. Phil. ($) | | 2023 | 402,983 | (574,338) | 64,280 | (402,547) | — | (509,622) |

  50. PAY VERSUS PERFORMANCE

    | Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 184,765 | (174,487) | 20,406 | (110,380) | — | (79,696) |

  51. PAY VERSUS PERFORMANCE

    | 4. | Assumes $100 was invested in the Company for the period starting December 31, 2020, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |

  52. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

  53. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.