DEF 14A of Nektar Therapeutics, Apr 26, 2024

DEF 14A of Nektar Therapeutics

Filed Apr 26, 2024 · FY20230001140361-24-022440

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is presently comprised of seven (7) directors and is divided into three (3) classes. Class I and Class III each currently consist of two directors and Class II currently consists of three directors. Each class has a three (3) year term. The three (3) current directors in Class II are Jeff Ajer, Robert B. Chess and Roy A. Whitfield, whose term expires in 2024. Each of the current directors in Class II was previously elected by the stockholders at the 2021 Annual Meeting of Stockholders. Mr. Ajer, Mr. Chess and Mr. Whitfield have each been nominated for reelection at the Annual Meeting. Vacancies on the board, including vacancies created by an increase in the number of directors, are filled only by persons elected by a majority of the remaining directors. A director elected by the board to fill a vacancy in a class serves until the earliest of the end of the remaining term of that class, the election and qualification of his or her successor or such director’s death, resignation or removal. Directors are elected by a majority of the votes cast at the Annual Meeting on the election of directors. A majority of votes cast shall mean that the number of shares voted “For” a director’s election exceeds fifty percent (50%) of the number of votes cast with respect to that director’s election, with votes cast including votes “Against” in each case but excluding abstentions and broker non-votes with respect to that director’s election. Shares represented by executed proxies by stockholders of record will be voted for the election of the three nominees named below, unless the “Against” or “Abstain” voting selection has been marked on the proxy card. Neither abstentions nor broker non-votes will have an effect on the outcome of the vote. Following any election of directors where the number of nominees did not exceed the number of directors to be elected, any incumbent director who was a nominee and who did not receive a majority of votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, shall promptly tender his or her offer of resignation to our board of directors for consideration by our board of directors. A recommendation on whether or not to accept such resignation offer shall be made by the Nominating and Corporate Governance Committee or, if each member of the Nominating and Corporate Governance Committee did not receive the required majority vote or the Nominating and Corporate Governance Committee is otherwise unable to act, a majority of our board of directors shall appoint a special committee of independent directors for such purpose of making a recommendation to our board of directors (the committee with authority to act pursuant to this sentence shall be referred to herein as the “Nominating Committee”). If no independent directors received the required majority vote, our board of directors shall act on the resignation offers. Within 60 days following certification of the stockholder vote, the Nominating Committee shall consider the resignation offer and recommend to our board of directors the action to be taken with respect to such offer of resignation. Absent a compelling reason for the director to remain on our board of directors, as determined by our board of directors in its business judgment, our board of directors shall accept the resignation offer. Any director who tenders his or her resignation pursuant to this provision shall not participate in the Nominating Committee recommendation or board of directors action regarding whether to accept the resignation offer. Our board of directors shall determine whether to accept the resignation offer and publicly disclose the decision and reasons therefor, by a press release, a filing with the SEC or other broadly disseminated means of communication, within 90 days following certification of the stockholder vote. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would otherwise be voted for such nominee will be voted for the election of a substitute nominee proposed by the Nominating and Corporate Governance Committee and nominated by the board of directors. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of the nominees will serve until the earliest of the 2027 annual meeting of our stockholders, the election and qualification of his or her successor or his or her death, resignation or removal. The following is a brief biography of each nominee. Jeff Ajer, age 61, was appointed to our board of directors in September 2017. Mr. Ajer currently serves as Executive Vice President and Chief Commercial Officer at BioMarin Pharmaceutical Inc. (“BioMarin”), a global biotechnology company that develops and commercializes innovative therapies for people with serious and life-threatening rare disorders. From October 2012 to January 2014, Mr. Ajer served as Senior Vice President and Chief Commercial Officer of BioMarin. From April 2009 to October 2012, Mr. Ajer served as BioMarin’s Vice President, Commercial Operations, The Americas, where he had responsibility for commercial operations throughout the Americas and led product marketing, reimbursement, and sales operations for BioMarin. Prior to joining BioMarin, Mr. Ajer served in various roles at Genzyme Corporation beginning in November 2003, most recently as Vice President, Global Transplant Operations from December 2004 to August 2005. Mr. Ajer’s experience prior to Genzyme Corporation includes roles in sales, marketing and operations at SangStat Medical Corporation and ICN Pharmaceuticals. Mr. Ajer also served on the board of directors of True North Therapeutics until June 2017. Mr. Ajer received both a B.S. in chemistry and an M.B.A. from the University of California, Irvine.

  2. Robert B. Chess

    Robert B. Chess Robert B. Chess, age 67, is the Chairman of our board of directors and has served as a director since May 1992. From March 2006 until January 2007, Mr. Chess served as our Acting President and Chief Executive Officer, and from April 1999 to January 2007, served as Executive Chairman. He also served as our Co-Chief Executive Officer from August 1998 to April 2000, as President from December 1991 to August 1998, and as Chief Executive Officer from May 1992 to August 1998. Mr. Chess was previously the co-founder and President of Penederm, Inc., a publicly-traded dermatological pharmaceutical company that was sold to Mylan Laboratories. He has held management positions at Intel Corporation and Metaphor Computer Systems (now part of IBM), and was a member of the first President Bush’s White House staff as a White House Fellow and Associate Director of the White House Office of Economic and Domestic Policy. Mr. Chess serves on the board of directors and is the lead director of Twist Biosciences, a publicly-traded company in the synthetic biology field. He is Chairman of two private companies: Bighat Biosciences, which does ML-guided biologics design, and Issio Solutions, which is in the labor productivity software field. From 1997 until his retirement in 2009, Mr. Chess served on the board of directors of the Biotechnology Industry Organization (“BIO”). Mr. Chess served as Chairman of BIO’s Emerging Companies Section and Co-Chairman of BIO’s Intellectual Property Committee. Mr. Chess was the initial Chairman of Bio Ventures for Global Health and served on its board through 2022. Mr. Chess serves on the board of directors and is the lead director of Twist Biosciences, a publicly-traded company in the synthetic biology field. He is currently a member of the faculty of the Stanford Graduate School of Business, where he teaches courses in the MBA program on the healthcare industry and the business opportunity created by aging demographics and increased longevity. Mr. Chess received his B.S. degree in Engineering with honors from the California Institute of Technology and an M.B.A. from Harvard University.

  3. Roy A. Whitfield

    Roy A. Whitfield Roy A. Whitfield, age 70, has served as our director since August 2000 and as Lead Independent Director since January 2019. Mr. Whitfield is the former Chairman of the Board and Chief Executive Officer of Incyte Corporation (“Incyte”), a drug discovery and development company he co-founded in 1991. From January 1993 to November 2001, Mr. Whitfield served as its Chief Executive Officer and from November 2001 until June 2003 as its Chairman. He also served as a director of Incyte from 1991 to January 2014. From 1984 to 1989, Mr. Whitfield held senior operating and business development positions with Technicon Instruments Corporation (“Technicon”), a medical instrumentation company, and its predecessor company, Cooper Biomedical, Inc., a biotechnology and medical diagnostics company. Prior to his work at Technicon, Mr. Whitfield spent seven years with the Boston Consulting Group’s international consulting practice. Mr. Whitfield received a B.S. in mathematics from Oxford University and an M.B.A. from Stanford University.

  4. INFORMATION ABOUT THE BOARD OF DIRECTORS

    INFORMATION ABOUT THE BOARD OF DIRECTORS The following is a brief biography of each current director, including each nominee for reelection at the Annual Meeting to a new term of office and each director whose current term of office continues through the Annual Meeting.

  5. THE BOARD OF DIRECTORS

    THE BOARD OF DIRECTORS

  6. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING Diana M. Brainard, M.D. Diana M. Brainard, M.D., age 53, was appointed to our board of directors in November 2021. Dr. Brainard currently serves as the Chief Executive Officer and a member of the board of directors of AlloVir, Inc., a late clinical-stage cell therapy company. Prior to joining AlloVir, Inc., Dr. Brainard served as Senior Vice President and Virology Therapeutic Area Head at Gilead Sciences, Inc. from 2018 to April 2021. From 2015 to 2018, Dr. Brainard served as Vice President of Clinical Research, Liver Diseases at Gilead Sciences, Inc. Dr. Brainard obtained her B.A. degree from Brown University and her M.D. from Tulane University School of Medicine.

  7. R. Scott Greer

    R. Scott Greer R. Scott Greer, age 65,has served as our director since February 2010. Mr. Greer currently serves as Managing Director of Numenor Ventures, LLC, a venture capital firm. In 1996, Mr. Greer co-founded Abgenix, Inc., a company that specialized in the discovery, development and manufacture of human therapeutic antibodies, and from June 1996 through May 2002, he served as its Chief Executive Officer. He previously also served as a director of Abgenix from 1996 and Chairman of the board of directors from 2000 until the acquisition of Abgenix by Amgen, Inc. in April 2006. Prior to Abgenix’s formation, Mr. Greer held senior management positions at Cell Genesys, Inc., a biotechnology company, initially as Chief Financial Officer and Vice President of Corporate Development and later as Senior Vice President of Corporate Development, and various positions at Genetics Institute, Inc., a biotechnology research and development company. He previously served on the board of directors of Inogen, Inc., a medical device company that develops and markets oxygen therapy products from 2015-2021, Sientra, Inc., a medical aesthetics company from 2014-2018,Versartis, Inc., an endocrine focused biopharmaceutical company from 2014-2018, Auspex Pharmaceuticals, a biopharmaceutical company developing drugs for patients with movement disorders and other rare diseases from 2014-2015, StemCells, Inc., a biopharmaceutical company focused on stem cell therapeutics from 2010-2016, Ablexis, an antibody technology company, as its Chairman of the board of directors from 2010-2016, Sirna Therapeutics, Inc., a biotechnology company, from 2003, and as its Chairman of the board of directors from 2005, through the closing of the acquisition of Sirna by Merck & Co., Inc. in December 2006. Mr. Greer previously also served as a member of the board of directors of Illumina, Inc., a provider of integrated systems for the analysis of genetic variation and biological function from 2001-2005 and of the board of directors of CV Therapeutics, Inc., a biotechnology company from 2001-2004. Mr. Greer received a B.A. in Economics from Whitman College and an M.B.A. degree from Harvard University. He also was a certified public accountant.

  8. DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING Myriam Curet, M.D., age 67, was appointed to serve as a member of our board of directors in December 2019. Dr. Curet currently serves as the Executive Vice President and Chief Medical Officer of Intuitive Surgical, Inc. Prior to being promoted as Executive Vice President and Chief Medical Officer in November 2017, Dr. Curet served as the Chief Medical Advisor for Intuitive Surgical from December 2005 to February 2014 and as Intuitive Surgical’s Senior Vice President and Chief Medical Officer from February 2014 to November 2017. Dr. Curet has served on the board of directors of Stereotaxis, Inc. since July 2021 and has served on the board of directors of Inspire Medical Systems, Inc. since December 2023. Dr. Curet also has a faculty position as Professor of Surgery at Stanford University School of Medicine. Since October 2010, she has served as a Consulting Professor of Surgery at Stanford University with a part time clinical appointment at the Palo Alto Veteran’s Administration Medical Center. She was also on the faculty at the University of New Mexico for six years prior to joining Stanford University in 2000. Dr. Curet received her M.D. from Harvard Medical School and completed her general surgery residency program at the University of Chicago and her Surgical Endoscopy fellowship at the University of New Mexico.

  9. Howard W. Robin

    Howard W. Robin Howard W. Robin, age 71, has served as our President and Chief Executive Officer since January 2007 and has served as a member of our board of directors since February 2007. Mr. Robin served as Chief Executive Officer, President and a director of Sirna Therapeutics, Inc., a biotechnology company, from July 2001 to November 2006 and from January 2001 to June 2001, served as their Chief Operating Officer, President and as a director. From 1991 to 2001, Mr. Robin was Corporate Vice President and General Manager at Berlex Laboratories, Inc. (“Berlex”), a pharmaceutical products company that is a subsidiary of Schering, AG, and from 1987 to 1991 he served as Vice President of Finance and Business Development and Chief Financial Officer. From 1984 to 1987, Mr. Robin was Director of Business Planning and Development at Berlex. He was a Senior Associate with Arthur Andersen & Co. prior to joining Berlex. He received his B.S. in Accounting and Finance from Fairleigh Dickinson University and serves as a member of its Board of Trustees.

  10. Jeff Ajer

    Jeff Ajer Jeff Ajer, age 61, was appointed to our board of directors in September 2017. Mr. Ajer currently serves as Executive Vice President and Chief Commercial Officer at BioMarin Pharmaceutical Inc. (“BioMarin”), a global biotechnology company that develops and commercializes innovative therapies for people with serious and life-threatening rare disorders. From October 2012 to January 2014, Mr. Ajer served as Senior Vice President and Chief Commercial Officer of BioMarin. From April 2009 to October 2012, Mr. Ajer served as BioMarin’s Vice President, Commercial Operations, The Americas, where he had responsibility for commercial operations throughout the Americas and led product marketing, reimbursement, and sales operations for BioMarin. Prior to joining BioMarin, Mr. Ajer served in various roles at Genzyme Corporation (“Genzyme”) beginning in November 2003, most recently as Vice President, Global Transplant Operations from December 2004 to August 2005. Mr. Ajer’s experience prior to Genzyme includes roles in sales, marketing and operations at SangStat Medical Corporation and ICN Pharmaceuticals. Mr. Ajer also served on the board of directors of True North Therapeutics until June 2017. Mr. Ajer received both a B.S. in chemistry and an M.B.A. from the University of California, Irvine. Robert B. Chess, age 67, is the Chairman of our board of directors and has served as a director since May 1992. From March 2006 until January 2007, Mr. Chess served as our Acting President and Chief Executive Officer, and from April 1999 to January 2007, served as Executive Chairman. He also served as our Co-Chief Executive Officer from August 1998 to April 2000, as President from December 1991 to August 1998, and as Chief Executive Officer from May 1992 to August 1998. Mr. Chess was previously the co-founder and President of Penederm, Inc., a publicly-traded dermatological pharmaceutical company that was sold to Mylan Laboratories. He has held management positions at Intel Corporation and Metaphor Computer Systems (now part of IBM), and was a member of the first President Bush’s White House staff as a White House Fellow and Associate Director of the White House Office of Economic and Domestic Policy. Mr. Chess serves on the board of directors and is the lead director of Twist Biosciences, a publicly-traded company in the synthetic biology field. He is Chairman of two private companies: Bighat Biosciences, which does ML-guided biologics design, and Issio Solutions, which is in the labor productivity software field. From 1997 until his retirement in 2009, Mr. Chess served on the board of directors of the Biotechnology Industry Organization (“BIO”). Mr. Chess served as Chairman of BIO’s Emerging Companies Section and Co-Chairman of BIO’s Intellectual Property Committee. Mr. Chess was the initial Chairman of Bio Ventures for Global Health and served on its Board through 2022. He currently is a member of the faculty of the Stanford Graduate School of Business, where he teaches courses in the MBA program on the healthcare industry and the business opportunity created by aging demographics and increased longevity. Mr. Chess received his B.S. degree in Engineering with honors from the California Institute of Technology and an M.B.A. from Harvard University. Roy A. Whitfield, age 70, has served as our director since August 2000 and as Lead Independent Director since January 2019. Mr. Whitfield is the former Chairman of the Board and Chief Executive Officer of Incyte Corporation (“Incyte”), a drug discovery and development company he co-founded in 1991. From January 1993 to November 2001, Mr. Whitfield served as its Chief Executive Officer and from November 2001 until June 2003 as its Chairman. He also served as a director of Incyte from 1991 to January 2014. From 1984 to 1989, Mr. Whitfield held senior operating and business development positions with Technicon Instruments Corporation (“Technicon”), a medical instrumentation company, and its predecessor company, Cooper Biomedical, Inc., a biotechnology and medical diagnostics company. Prior to his work at Technicon, Mr. Whitfield spent seven years with the Boston Consulting Group’s international consulting practice. Mr. Whitfield received a B.S. in mathematics from Oxford University and an M.B.A. from Stanford University.

  11. DIRECTOR COMPENSATION TABLE—FISCAL 2023

    DIRECTOR COMPENSATION TABLE—FISCAL 2023 Each of our non-employee directors participates in our Amended and Restated Compensation Plan for Non-Employee Directors (the “Director Plan”). Only our non-employee directors are eligible to participate in the Director Plan. The following table shows the fees earned or paid to our non-employee directors for the fiscal year ended December 31, 2023.

  12. DIRECTOR COMPENSATION TABLE—FISCAL 2023

    | Name(1) (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) (c) | Option Awards ($)(2) (d) | All Other Compensation (e) | Total ($) (f) | | Jeff Ajer | 92,000 | — | 42,220 | — | 134,220 | | Diana Brainard, M.D. | 70,500 | — | 42,220 | — | 112,720 | | Robert Chess | 134,000 | — | 42,220 | — | 176,220 | | Myriam Curet, M.D. | 76,000 | — | 42,220 | — | 118,220 | | Karin Eastham(3) | 62,000 | — | — | — | 62,000 | | R. Scott Greer | 128,000 | — | 42,220 | — | 170,220 | | Roy A. Whitfield | 128,000 | — | 42,220 | — | 170,220 |

  13. DIRECTOR COMPENSATION TABLE—FISCAL 2023

    | (1) Mr. Robin, our President and Chief Executive Officer, is not included in this table as he was an employee of the Company in 2023 and received no additional compensation for his services in his capacity as a director. Please see the “Summary Compensation Table – Fiscal 2021-2023” for information regarding the compensation Mr. Robin received as our President and Chief Executive Officer. |

  14. DIRECTOR COMPENSATION TABLE—FISCAL 2023

    | (2) Amounts reported represent the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718, which excludes the effects of estimated forfeitures. For a complete description of the assumptions made in determining the valuation, please refer to Note 10 (Stock-Based Compensation) to our audited financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2023. Each of our then-serving non-employee directors received a stock option for 85,000 shares for his or her annual stock option grant on September 19, 2023. As of December 31, 2023, each of our non-employee directors had the following number of stock options outstanding: Mr. Ajer: 222,750; Dr. Brainard: 142,120; Mr. Chess: 209,000; Dr. Curet: 167,400; Mr. Greer: 209,000; and Mr. Whitfield: 209,000. As of December 31, 2023, Dr. Brainard also has 6,121 RSUs outstanding. |

  15. DIRECTOR COMPENSATION TABLE—FISCAL 2023

    | (3) Ms. Eastham’s term as a director expired on June 8, 2023. As of December 31, 2023, Ms. Eastham has 82,200 stock options outstanding. |

  16. DIRECTOR COMPENSATION TABLE—FISCAL 2023

    The 2023 compensation for the Company’s non-employee directors was recommended by the Organization and Compensation Committee to the Board following the receipt of a report from our independent compensation consultant, which in 2023 was Aon, which contained an analysis of prevailing market practices regarding levels and types of non-employee director compensation, including the non-employee director compensation practices of our 2023 peer group set forth below in the section entitled “Compensation Discussion and Analysis”, and a comparative assessment of our non-employee director compensation to such peers and market practices. On at least an annual basis, qualified experts deliver a presentation to the Organization and Compensation Committee about recent developments and best practices related to non-employee director compensation. Effective January 1, 2023 the annual retainer for non-employee directors was $65,000 (“Annual Retainer”) for up to 13 board meetings in each calendar year, after which each member received compensation in the amount of $2,000 for attendance at each subsequent Board Meeting (whether in-person or remotely). In addition to the Annual Retainer, the Chairperson of the Board of Directors received an additional annual retainer of $50,000 for a total of $115,000, and the Independent Lead Director of the Board of Directors received an additional annual retainer of $25,000 for a total of $90,000. The annual retainer amount was $33,000 for the Chair of the Audit Committee and $13,000 for members other than the Chair for up to 9 Audit Committee meetings in each calendar year, after which each member received compensation in the amount of $1,750 for attendance at each subsequent Audit Committee meeting (whether in-person or remotely) in the calendar year, $26,000 for the Chair of the Compensation Committee and $11,000 for members other than the Chair of the Compensation Committee for up to 8 Compensation Committee meetings in each calendar year, after which each member received compensation in the amount of $1,750 for attendance at each subsequent Compensation Committee meeting (whether in-person or remotely) in the calendar year, and $20,000 for the Chair of the Governance Committee and $9,000 for members other than the Chair of the Governance Committee for up to 6 Governance Committee meetings in each calendar year, after which each member received compensation in the amount of $1,750 for attendance at each subsequent Governance Committee meeting (whether in-person or remotely) in the calendar year. The Chair and members of any new committees would receive an additional annual retainer of $5,000, unless otherwise specified in the resolutions duly forming such new committee. In September of each year, each non-employee director is eligible to receive an equity award consisting of either all stock options or a combination of stock options and RSUs, as determined by the board of directors. These equity awards vest over a period of one year (monthly for stock options and upon the anniversary date for RSUs) and include a number of shares as determined annually by the board of directors. In September 2023 our then-serving non-employee directors received 85,000 stock options. No RSUs were granted. Upon initial appointment to the board of directors, each non-employee director is eligible to receive an equity award consisting of either all stock options or a combination of stock options and RSUs. These initial equity awards vest over a period of three years from the date of appointment and will be at a level based on 180% of the most recent annual equity compensation grant to non-employee directors, as determined annually by the board of directors. The exercise price of stock options granted is equal to the closing price of the Company’s common stock on the grant date. Following completion of a non-employee director’s service on the board of directors, his or her stock options will remain exercisable for a period of eighteen months (or, if earlier, the end of the maximum term of the option). The term of stock options granted to non-employee directors is eight years. In the event of a change of control, the vesting of each option or RSU award held by each non-employee director will accelerate in full as of the closing of such transaction. In the event of death or disability, each RSU of the non-employee director will vest immediately. In the event a non-employee director retires from the board of directors at the next annual stockholder’s meeting, his or her RSU awards vest on a pro-rata basis. The Director Plan includes non-binding ownership guidelines for non-employee directors stating that each non-employee director should own shares of our common stock equal to at least three times the value of the annual board cash retainer. The minimum stock ownership level was to be achieved by each non-employee director within five years of the date of his or her first appointment to the board of directors. Each of our non-executive directors with over five years of service on the board of directors has met the ownership guidelines previously, and all but one non-employee director currently meets the minimum stock ownership guidelines or is within the five-year grace period provided by the plan. The board of directors understands that the recent unexpected drop in the share price of our common stock has caused a temporal diminution in the value of the common stock owned by one non-executive director so as to currently equal less than three times the value of the annual board cash retainer. As allowed by our ownership guidelines, the board of directors will continue to monitor the situation and, if necessary, develop an alternative stock ownership guideline that reflects the intention of these guidelines. Our 2017 Plan also limits the aggregate value of cash compensation and the grant date fair value (computed in accordance with generally accepted accounting principles) of shares of Common Stock that may be paid or granted during any calendar year to any non-employee director with a maximum of $1,200,000 for existing non-employee directors and $2,200,000 for new non-employee directors.

  17. Compensation Highlights

    Compensation Highlights We consider the intellectual capital of our employees to be an essential driver of our business and key to the successful execution of our strategy. Accordingly, we aim to attract and retain high-performing executives, and our executive officer compensation program is designed to reward achievement of important business goals and to pay for performance. We also recognize that the biotechnology industry is characterized by high stock price volatility, uncertainty and intense competition and that the Company’s stock price at any given point in time may not be reflective of the Company’s accomplishments and performance over a sustained period. We use a variety of performance-based compensation elements, including long-term equity awards that have both time and performance-based vesting criteria and annual cash incentives that are based on both corporate performance and an individual’s performance, in order to align our NEOs’ interests with those of our stockholders. We believe this incentivizes our management team to invest in and to develop strategies that will create long-term growth and value for our stockholders. In 2023, our board of directors and Organization and Compensation Committee took the following key compensation actions:

  18. Compensation Highlights

    | • | Alignment of CEO bonus to corporate goal achievement – Beginning in 2021, to greater align CEO performance with the performance of the Company, we directly align the annual cash incentive that may be earned by the CEO with the corporate achievement rating determined by the board of directors. |

  19. Compensation Highlights

    | • | Annual cash incentives for NEOs – Our NEOs, other than the CEO, may earn annual cash incentives that are based on the Company’s corporate performance (as measured against predefined corporate objectives set annually by the board of directors), which may be further adjusted based on individual performance. In both 2022 and 2023, we directly aligned the annual bonuses received by our NEOs with the corporate achievement rating that was approved by the board of directors. In 2023, the annual cash incentives received by our NEOs, including the CEO, were below target values. |

  20. Compensation Highlights

    | • | Long-term Incentives – Our long-term incentives are intended to motivate executives to deliver long-term stockholder value and to reward their achievement of specific business goals that will advance our business strategy. Consistent with our philosophy of pay for performance, in 2023 we granted our NEOs long-term equity awards in the form of stock options, half of which have performance-based vesting criteria that will vest only if the Company achieves certain defined performance milestones within three years. |

  21. Compensation Highlights

    | • | Peer Group Alignment – In June 2023, we conducted an annual compensation peer group review, with input from our independent compensation consultant to align our peer group companies to appropriate selection criteria in light of our reorganized company and new strategic priorities. |

  22. How Our Pay Program Works

    | Base Salary | Base salaries are set to be competitive within our industry with consideration for, among other things, an individual’s responsibilities, market data and individual contribution. In 2023, no executive was awarded a merit increase for 2024 base compensation as part of our annual performance review process. We have not awarded any merit-based increases to our NEOs’ base salaries from 2022 base salary levels. | | Annual Cash Incentives | Annual incentives are intended to motivate and reward executives for the achievement of important short-term goals and milestones that we believe contribute to the creation of long-term stockholder value. In 2023, annual cash bonuses were awarded to NEOs based on the Company’s achievement of pre-established corporate goals, including clinical development, research, manufacturing and process development, and business development objectives, as well as any significant achievements outside the pre-established goals. | | Long-Term Equity Incentives | Our long-term incentives, which include performance-based vesting equity awards and time-based vesting equity awards, are intended to motivate executives to deliver long-term stockholder value and to retain our talented executive team. In 2023 equity grants were awarded as a mix of time-based (50%) and performance-based (50%) stock options. |

  23. COMPENSATION GOVERNANCE PRACTICES

    | What We Do | What We Don’t Do | | Deliver executive compensation primarily through performance-based pay | Hedging transactions, share pledging, or short sales by employees or directors | | Utilize equity awards of which a majority are performance-based and designed to deliver long term stockholder value | Permit repricing of stock options without shareholder approval | | Have a clawback policy covering cash and equity incentive compensation | Provide excessive perquisites | | Conduct a regular peer group review | Provide funded pension or retirement plans (other than a matching contribution of up to $12,000 for 401(k) plan participants that we make available to all employees) |

  24. COMPENSATION GOVERNANCE PRACTICES

    | What We Do | What We Don’t Do | | Use a double trigger in our Change-in-Control (CIC) severance plan | Provide excise tax gross-ups on CIC payments | | Have stock ownership guidelines applicable to our senior executive officers | Accelerate vesting of equity awards on termination (unless in connection with a change of control of the Company) | | Utilize independent compensation consulting firm | Include the value of equity awards in severance calculations | | Conduct a regular review of share utilization for equity compensation | Enter into fixed employment terms | | Design our programs to mitigate undue risk | | | Conduct an annual say-on-pay vote and regular shareholder outreach | |

  25. COMPENSATION PROGRAM OBJECTIVES AND PHILOSOPHY

    | • | Incentivize and reward sustained long-term performance by aligning significant elements of executive compensation with long-term stockholder value creation; |

  26. COMPENSATION PROGRAM OBJECTIVES AND PHILOSOPHY

    | • | Alignment with Long-Term Stockholder Value Creation. Our compensation model is designed to align the economic interests of our executives with long-term stockholder value creation. Under our program, in 2023, 50% of the equity awards granted to our executive officers were performance-based equity awards that only vest if a performance condition is met. |

  27. ROLE OF ORGANIZATION AND COMPENSATION COMMITTEE

    ROLE OF ORGANIZATION AND COMPENSATION COMMITTEE The Organization and Compensation Committee is responsible for establishing the compensation programs of the Company’s CEO and other NEOs. The Committee also administers the Company’s equity-based and performance-based compensation plans, including plans under which restricted stock units and options are awarded. Accordingly, it is responsible for reviewing cash and equity incentives payable to executives and has the authority to grant restricted stock units and options to purchase shares of the Company’s Common Stock to all participants under the Company’s equity award plans, and to determine all terms and conditions of such awards.

  28. ROLE OF COMPENSATION CONSULTANT

    ROLE OF COMPENSATION CONSULTANT In 2023 the Organization and Compensation Committee continued to retain the services of Aon plc as its independent executive compensation consultant due to its extensive analytical and compensation expertise in our industry. In this capacity, Aon has advised the Organization and Compensation Committee on compensation matters related to the executive and director compensation programs including:

  29. ROLE OF COMPENSATION CONSULTANT

    | • | executive and director market pay analysis; |

  30. ROLE OF COMPENSATION CONSULTANT

    | • | reviewing employee equity award framework; |

  31. ROLE OF COMPENSATION CONSULTANT

    | • | reviewing and, when appropriate, suggesting changes to the compensation peer group; |

  32. ROLE OF COMPENSATION CONSULTANT

    | • | development and refinement of executive pay programs and governance practices; and |

  33. ROLE OF COMPENSATION CONSULTANT

    | • | assistance in reviewing the Compensation Discussion and Analysis and other proxy statement disclosures. |

  34. ROLE OF COMPENSATION CONSULTANT

    Additionally, the Company annually participates in Aon’s compensation surveys. The Organization and Compensation Committee has the sole authority to engage and terminate Aon’s services, as well as to approve its compensation. Aon makes recommendations to the committee but has no authority to make compensation decisions on behalf of the committee or the Company. Aon reported to the Organization and Compensation Committee and had direct access to the chairperson and the other members of the committee. Beyond data and advice related to executive and director compensation matters and equity plan design and assistance with proxy statement disclosures, Aon did not provide any other consulting services to us in 2023. The Organization and Compensation Committee conducted a specific review of its relationship with Aon in 2023 and determined that Aon’s work did not raise any conflicts of interest. Aon’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and Nasdaq.

  35. USE OF MARKET DATA AND PEER GROUP ANALYSIS

    USE OF MARKET DATA AND PEER GROUP ANALYSIS We regularly review the compensation practices of our peers in response to the fast-moving nature of the biotechnology industry, including merger and acquisition activity, and changes in product pipeline and business stage. As a result of the Company having a combination of multiple drug candidates in diverse therapeutic areas, a mix of wholly-owned and partnered drug candidates, a technology platform with the potential to enable multiple drug candidates in future years, and a legacy proprietary manufacturing operation, it is very challenging to identify truly comparable companies. Historically, we conduct an annual peer group review in June of each year. In June 2022, as a result of our 2022 reorganization and ongoing strategic changes to our business, the Organization and Compensation Committee, with input from our independent compensation consultant, Aon, decided to retain the peer group selected in June 2021 for the remainder of 2022 and the beginning of 2023. In June 2023, we engaged Aon to conduct a review and assessment of our peer group. Previously, we had selected our peer group companies by considering companies in a comparable sector and stage with market capitalizations between 0.5x to 3.0x of our market capitalization at the time of review. However, a company’s market capitalization can at times be misaligned with market expectations. We believe that, due to current market conditions and in light of the fact that our market valuation has been trading below our cash value, the use of market capitalization as the primary criteria for selecting our peer group would not best capture an appropriate peer group that is comparable to our company. In consultation with Aon, we calculated and examined the ratio of market capitalization to cash value within peers to determine a median “cash value” multiple, which we applied to our cash value at the time of review to derive an implied valuation of the Company. We then considered for our peer group, companies in a comparable sector and stage with market capitalizations between 0.5x to 3.0x of our implied valuation and further selected our peer group based on comparable financial profile, business and product focus, and development stage. As a result, the following peer group was used for evaluating 2023 - 2024 compensation decisions:

  36. USE OF MARKET DATA AND PEER GROUP ANALYSIS

    | 4D Molecular Therapeutics | BioAtla | Kodiak Sciences | | Alector | bluebird bio, Inc.* | NGM Biopharmaceuticals | | Allakos | CytomX Therapeutics | Olema Pharmaceuticals | | Alpine Immune Sciences | Erasca | ORIC Pharmaceuticals | | ALX Oncology | Gossamer bio | RAPT Therapeutics. | | Annexon | IGM Biosciences | | | Aura Biosciences | Kezar Life Sciences | |

  37. USE OF MARKET DATA AND PEER GROUP ANALYSIS

    | * Was included in the 2021 and 2022 peer group. |

  38. USE OF MARKET DATA AND PEER GROUP ANALYSIS

    As compared to the 2021 and 2022 peer group, our 2023 peer group includes all new companies, except for bluebird bio, Inc. (marked with an asterisk in the above table). Given that our peer group companies have different market capitalizations than the Company, the Organization and Compensation Committee also reviews equity and total direct compensation data for our executives against the compensation for similarly situated executives at peer companies contained in surveys. Although the Organization and Compensation Committee reviewed and discussed the compensation data for the peer group companies to help inform executive compensation decisions, it does not set compensation at any specific level or percentile based solely on the peer group data. The peer group data and general industry compensation survey data is used only as one reference point considered in making compensation decisions. Other factors considered include an assessment of individual and company performance, competitive market practices, the number of unvested stock options held by the executive and average exercise price (i.e., the retention value) of these options, the number of unvested RSUs, the individual’s overall contributions, and stockholder dilution. However, we do not use a formula or assign a particular weight to any one factor in determining cash and equity award levels.

  39. DESIGN AND ELEMENTS OF OUR COMPENSATION PROGRAM

    | • | short-term cash incentives, based on the Company’s achievement of pre-established corporate performance objectives as well as individual performance; and |

  40. DESIGN AND ELEMENTS OF OUR COMPENSATION PROGRAM

    | • | long-term incentives, awarded as a mix of time- and performance-based option grants. |

  41. DESIGN AND ELEMENTS OF OUR COMPENSATION PROGRAM

    Using the above three elements as a foundation, the Organization and Compensation Committee consulted with Aon, its independent executive compensation consultant, to design a compensation program that provides appropriate incentives and opportunities to the executives, aligns the vesting and performance milestones for equity awards with the Company’s strategic plan, reflects the Company’s current research and clinical developments, and remains market-aligned with industry peer groups, among others. Each element of our compensation program is discussed further below.

  42. SHORT-TERM INCENTIVES

    SHORT-TERM INCENTIVES We believe that our short-term incentive compensation program (“Incentive Compensation Plan”) rewards the achievement of important short-term objectives that advance us toward our long-term strategic objectives. Our Incentive Compensation Plan applies to all employees and all executive officers other than our Chief Executive Officer, Mr. Robin, who is subject to his own separate annual performance-based bonus compensation arrangement with a combination of corporate and personal objectives established and evaluated by the Organization and Compensation Committee pursuant to Mr. Robin’s amended and restated offer letter effective as of December 1, 2008. As in 2021 and 2022, Mr. Robin’s bonus arrangement for 2023 was based on the same corporate objectives that we established under the Incentive Compensation Plan to greater align Mr. Robin’s short-term incentive compensation with the achievement of important short-term objectives of the Company. Consistent with our compensation philosophy of paying for performance and maintaining a flexible approach, we use the Incentive Compensation Plan to incentivize the NEOs to achieve important corporate goals while at the same time encouraging and rewarding excellent individual performance by recognizing and rewarding differences in performance between individual executives.

  43. 2023 and 2024 Target Annual Incentive Opportunities

    2023 and 2024 Target Annual Incentive Opportunities The NEOs were each assigned a target annual incentive for 2023 ranging from 60% to 100% of base salary. The target annual incentive opportunities are determined based on each NEO’s experience, scope of responsibilities, and potential impact on the Company’s performance and approved by the Organization and Compensation Committee. The table below shows the target annual incentive assigned by us to each NEO as a percentage of base salary for 2023 and 2024. Target annual incentives for each NEO remained the same for 2024 as they did for 2023. As further discussed below, each NEO’s (excluding Mr. Robin’s) annual bonus is determined based on a combination of the corporate performance rating and individual performance. In 2021, we began to directly align Mr. Robin’s, the CEO, annual bonus award with the Company’s corporate performance rating. so that Mr. Robin’s annual bonus is determined based solely on the Company’s corporate performance rating. Because Mr. Robin’s annual bonus is dependent solely on the performance of the Company, his target annual incentives since 2021 have been set at 100%.

  44. 2023 and 2024 Target Annual Incentive Opportunities

    | | 2023 Target Annual Incentives | 2024 Target Annual Incentives | | Name | (% of Base Salary) | (% of Base Salary) | | Howard W. Robin | 100% | 100% | | Sandra Gardiner(1) | — | — | | Mark A. Wilson | 60% | 60% | | Jonathan Zalevsky, Ph.D. | 60% | 60% | | Jillian B. Thomsen(2) | 60% | — |

  45. 2023 and 2024 Target Annual Incentive Opportunities

    | (1) Ms. Gardiner does not participate in our Incentive Compensation Plan. |

  46. 2023 and 2024 Target Annual Incentive Opportunities

    | (2) Ms. Thomsen served as our Chief Financial Officer and Chief Accounting Officer from July 1, 2022 to April 17, 2023, and her employment with the Company terminated on June 16, 2023. As discussed further below, she did not receive any annual incentive compensation for 2023. |

  47. Company Performance Objectives

    Company Performance Objectives The board of directors annually establishes a small number of important annual corporate goals that include clinical development, research, commercial, manufacturing, organizational and financial goals which we believe are essential to building long-term stockholder value. These goals are then used in our Incentive Compensation Plan to assess annual corporate performance. The relative weightings of these corporate goals are based upon our assessment of the importance of each goal in creating long-term value for the Company and our stockholders. If we achieve the target level of performance for all of the stated goals, the overall corporate performance rating should be 100%. We endeavor to select corporate goals that, if met by management, represent significant levels of annual achievement, although we believe the long-term nature of our drug development business does not lend itself to over-weighting the importance of annual goals. Following the conclusion of the annual performance period in December of each year, the level of achievement for each corporate goal is assessed by the board of directors. The board of directors determines whether each corporate goal has been met, exceeded, or not satisfied. In addition, in assessing corporate performance, the determination of corporate performance may be adjusted upward or downward as deemed appropriate to factor in other significant corporate events, either negative or positive, that occurred during the performance period, but were not reflected in the corporate goals previously set by the board of directors. After taking into account the level of attainment of each corporate goal and such other corporate performance factors as the board of directors may determine appropriate in reviewing performance for a particular year, the board of directors assigns an overall corporate performance rating for the year, which may range from 0% to 200%. The Organization and Compensation Committee then confirms the corporate performance rating for purposes of the Incentive Compensation Plan. The total available bonus pool under the Incentive Compensation Plan is determined by multiplying the corporate performance rating by the aggregate target bonus of all eligible participants which includes nearly all of the Company’s full-time employees. The aggregate of all individual bonuses awarded under the plan cannot exceed the total available bonus pool so that the total cost of bonuses ultimately reflects our assessment of overall corporate performance and is not inflated by the sum of individual performance ratings. Mr. Robin does not participate in the final selection of the corporate goals or determination of the corporate performance rating. After the corporate performance rating is determined, the individual performance of each NEO is reviewed by the Organization and Compensation Committee in consultation with. Mr. Robin (other than with respect to his own performance) in order to determine the appropriate individual performance percentage rating to be assigned to the executive for the performance period. Mr. Robin’s individual performance is separately reviewed by the Organization and Compensation Committee. Each NEO’s (excluding Mr. Robin’s) actual annual bonus is based on a combination of the corporate performance rating and individual performance. The Incentive Compensation Plan does not provide for a specific allocation or weighting between corporate and individual performance. The actual annual bonus awarded for each NEO (excluding Mr. Robin) is solely determined by the Organization and Compensation Committee based on criteria that includes an assessment of individual performance (as measured by Mr. Robin’s evaluation of the performance of each NEO) and company performance, and the maximum payout for each NEO could be up to 200% of his or her cash target annual incentive (or, by the same token, an individual executive’s award could be reduced to 0% based on individual performance regardless of the corporate performance rating). Mr. Robin’s annual bonus award is directly aligned and based on the corporate performance rating that is recommended by the Organization and Compensation Committee and approved by the board of directors, which may range from 0% to 200%. Given the dynamic nature of our business, new priorities continually emerge such that the Organization and Compensation Committee wishes to retain the flexibility to tie a varying portion of annual incentive payouts to the individual achievement of a range of objectives. In January 2023, the board of directors formally approved the 2023 corporate objectives (the “2023 Corporate Objectives”) set forth below. The 2023 Corporate Objectives, relative weightings assigned to each of the categories of the objectives, whether the objectives were met, each category’s raw and weighted scores were as follows:

  48. Actual Annual Incentives Earned for 2023

    Actual Annual Incentives Earned for 2023 Management prepared a report on the status of achievement of the 2023 Corporate Objectives that was reviewed by the Organization and Compensation Committee in December 2023. The Organization and Compensation Committee determined that ten of the corporate goals identified above were met. Each of the goals that was “met” had to achieve objective and specified measurement criteria established by the board of directors in the beginning of the year. If the measurement criteria for an objective was not fully met, partial credit was given depending on the level of achievement. As noted in the footnotes to the table, we have highlighted some of the specific achievements made within each objective category that was evaluated by the board of directors in determining whether such Corporate Objective was met. Due to the sensitivity and proprietary nature of our business and certain confidentiality obligations, we cannot specify all of the achievements made by the Company in furtherance of our 2023 Corporate Objectives. Using a raw score range for the achievement of the objectives within each category, and then calculating the weighted score for each category, the 2023 corporate performance rating was between the range of 89% to 93%. In determining the final corporate performance achievement for 2023, the Organization and Compensation Committee also considered other significant business achievements of the Company in 2023 that were important in building strategic value, but were not reflected in the 2023 Corporate Objectives. These achievements include:

  49. Actual Annual Incentives Earned for 2023

    | • | Upon regaining the rights to rezpegaldesleukin, we quickly identified that the efficacy data reported by Lilly from two Phase 1b studies for rezpegaldesleukin that were conducted by Lilly had been incorrectly calculated and presented. We discovered that the EASI-related and PASI-related clinical efficacy endpoints were incorrectly calculated after all rights to rezpegaldesleukin were returned to us and the raw data files from the rezpegaldesleukin clinical studies were transferred to us. This transfer of the raw data files to us was the first opportunity for us to review the complete patient data files. |

  50. Actual Annual Incentives Earned for 2023

    | • | We presented new responder data for rezpegaldesleukin in a late-breaking news oral presentation at the 2023 European Academy of Dermatology and Venereology Congress that showed dose-dependent efficacy across all endpoints for patients with moderate-to-severe atopic dermatitis who were treated with rezpegaldesleukin in the Phase 1b study. The data showed rapid onset of action for rezpegaldesleukin and continued benefit for 36 weeks after 12-week treatment period. |

  51. Actual Annual Incentives Earned for 2023

    | • | We assembled and filed a significant complaint against Lilly alleging, among other claims, breach of contract and breach of implied covenant of good faith and fair dealing, in connection with our collaboration with Lilly. |

  52. Actual Annual Incentives Earned for 2023

    | • | We created new development opportunities for rezpegaldesleukin within our runway budget. |

  53. Actual Annual Incentives Earned for 2023

    | • | In December 2023, we negotiated the repurchase of shares of our common stock that were previously purchased by Bristol-Myers Squibb Company. The repurchase was subsequently completed in February 2024 for a purchase price that was discounted from the 30-day volume-weighted average price per share of our common stock. The reduction in our outstanding shares will be reflected fully in the weighted-average outstanding shares for the quarter ending on June 30, 2024. |

  54. Actual Annual Incentives Earned for 2023

    In view of these achievements, as well as the Company having met or exceeded a substantial number of the 2023 Corporate Objectives, the Organization and Compensation Committee recommended to the board of directors (which the board of directors subsequently approved) a corporate performance achievement of 95% for 2023. The following table shows some of the highlights of each NEO’s performance in 2023:

  55. Actual Annual Incentives Earned for 2023

    | Name | Individual Performance Highlights | | Howard W. Robin | • Guided the 2023 Restructuring Plan efforts, which is intended to extend our cash runway to mid-2026. • Focused the Company on advancing the development of rezpegaldesleukin. | | Mark Wilson | • Maintained the strength of our core intellectual assets, including our patent portfolio. • Led the strategy for our complaint filed against Lilly and successfully defended the Company against other litigation exposure. | | Jonathan Zalevsky, Ph.D. | • Led the analysis and review of the rezpegaldesleukin efficacy data reported by Lilly and identified the incorrectly calculated data. • Spearheaded the design of our Phase 2b study of rezpegaldesleukin in patients with atopic dermatitis and the design of our Phase 2b study of rezpegaldesleukin in patients with alopecia areata. |

  56. Actual Annual Incentives Earned for 2023

    The table below includes the actual 2023 bonuses, including as a percentage of the target opportunity, that we awarded the NEOs for 2023. Mr. Robin’s awarded annual incentive is directly aligned to the Company’s corporate performance rating, which was 95%. In determining the annual incentive for each of our other NEOs, our Organization and Compensation Committee considers the Company’s corporate performance rating, as well as each NEO’s individual performance and accomplishments highlighted above. For 2023, each other NEO’s annual incentive was also directly aligned with the Company’s corporate performance rating of 95%. Ms. Gardiner, our Interim Chief Financial Officer, provides services as an outside consultant and is not employed or directly compensated by us, as further described under “Certain Relationships and Related Party Transactions.” Ms. Gardiner does not participate in our Incentive Compensation Plan and did not receive any bonus payment in 2023.

  57. Actual Annual Incentives Earned for 2023

    | Name | 2023 Target Annual Incentives | | 2023 Earned Annual Incentives | | | | (% of Base Salary) | ($) | (% of Target Bonus) | ($) | | Howard W. Robin | 100% | $1,084,590 | 95% | $1,030,361 | | Mark A. Wilson | 60% | $324,000 | 95% | $307,800 | | Jonathan Zalevsky, Ph.D. | 60% | $422,094 | 95% | $400,989 | | Jillian B. Thomsen(1) | 60% | $330,000 | 0% | $0 |

  58. Actual Annual Incentives Earned for 2023

    | (1) Ms. Thomsen served as our Chief Financial Officer and Chief Accounting Officer from July 1, 2022 to April 17, 2023, and her employment with the Company terminated on June 16, 2023. As discussed further below, she did not receive any annual incentive compensation for 2023. |

  59. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES In accordance with our objective of aligning executive compensation with our stockholders’ interests, an important component of our executive compensation program are long-term incentive opportunities. Our current long-term incentive program for the NEOs generally consists of annual awards of equity compensation that are subject to multi-year time-based vesting schedules as well as performance-based vesting schedules. Since 2018, we have used a value-based approach for sizing equity awards, consistent with market practices. In determining the grant levels for equity awards, we generally consider a number of factors including an assessment of individual performance, competitive market practices, the number of unvested RSUs and stock options held by the executive and average exercise price (i.e., the retention value) of these stock options, the individual’s overall contributions, and stockholder dilution. However, we do not use a formula or assign a particular weight to any one factor in determining equity award levels. Rather, the determination of equity grant levels is subjective, and the Organization and Compensation Committee awards equity grants at levels it believes in its judgment are reasonably competitive and consistent with our philosophy that a substantial portion of our executives’ compensation should be performance-based and help to further link the interests of our executives with those of our stockholders, as well as to provide a retention incentive for the executive.

  60. 2023 Grants

    2023 Grants We historically annually review our executive compensation and grant equity grants in December of each year. In 2022, in connection with our restructuring efforts, the Organization and Compensation Committee conducted its executive compensation review in July 2022 and “pulled forward” the timing of any annual equity grants that would have otherwise been considered in December 2022. No additional equity grants were made to our executives in 2022, which resulted in an 18-month gap in grant timing between July 2022 and December 2023. In designing the 2023 equity grants, the Organization and Compensation Committee, in consultation with Aon, evaluated the holding power of our executive’s existing equity, internal pay equity, and other factors. The Organization and Compensation Committee also noted that, due to the Company’s current low stock price, all existing options held by our executives are “underwater” or trading below their strike price, and that the value of our executives’ unvested equity, based on market data, is below the value of potential new equity grants that our executives could receive at new positions at another company, which could contribute to retention risk. We also recognize that pharmaceutical research and development require sustained effort over many years and short term fluctuations are not uncommon. In order to balance the Company’s interests to motivate and incentive our executives to perform highly and achieve business objectives, to retain talented and experienced executives and to maximize stockholder value, the Organization and Compensation Committee recommended to the board of directors (which the board of directors subsequently approved) that the equity grants to our executives in 2023 consist of stock options only, with 50% subject to time-based vesting and 50% subject to performance-based. The following equity grants were awarded to our NEOs in 2023. Ms. Gardiner did not receive any equity grants. Ms. Thomsen, our former Chief Financial Officer and Chief Accounting Officer, did not receive any equity grants in 2023 because her employment with the Company ended on June 16, 2023.

  61. 2023 Grants

    | | Stock Options (Number of Shares(#)) | | | Name | Time-based Awards (#) (50%) | Performance-based Awards (#) (50%) | | Howard W. Robin | 1,300,000 | 1,300,000 | | Mark A. Wilson | 325,000 | 325,000 | | Jonathan Zalevsky, Ph.D. | 250,000 | 250,000 |

  62. 2023 Grants

    Time-Based Stock Options The Organization and Compensation Committee believes that the granting of time-based stock options are an important component of the equity vehicle mix. Stock options represent a direct alignment of executive interests with those of stockholders and motivate executives to achieve value-enhancing objectives for the Company. Stock options also create strong retention incentives. In 2023, 50% of the equity awards granted to our NEOs were time-based equity awards. The time-based stock options vest monthly over three years, subject to the executive’s continued service through the vesting date. Performance-Based Stock Options In 2023, 50% of the stock options granted to our NEOs were performance-based equity awards that are subject to both time-based and performance-based vesting. Performance-based options vest only upon achievement of measurable performance goals tied to our business strategy, which are set forth below. They help create an ownership culture, encourage individual contribution and provide a strong link between executive performance and the Company’s long-term value. In order to vest, within three years of grant of the performance-based stock options, the Company must achieve at least one of the following performance milestones:

  63. 2023 Grants

    The Organization and Compensation Committee believed these performance criteria would be challenging to achieve and if achieved, would help create long-term stockholder value. These performance milestones were set to align the interest of our executives with those of the Company’s renewed strategic focus on advancing rezpegaldesleukin. In the past, our executive equity compensation package has included additional components and vehicles such as time-based and performance-based RSUs and performance-based RSUs tied to relative total shareholder return performance. Given the business changes and current stage and size of our company, we believe that granting stock options provides the appropriate incentives for our executives to continue performing highly while maximizing stockholder and company value. The Organization and Compensation Committee will continue to evaluate our executive compensation program in light of the Company’s changing business developments and it may grant RSUs or other related awards tied to short-term stock value in the future when such approaches are believed to be in the best interests of the Company and its shareholders.

  64. 2018 and 2019 Grants of Performance-Based Equity

    2018 and 2019 Grants of Performance-Based Equity The performance criteria associated with the performance-based stock options and RSUs granted to our senior executives and NEOs in 2019 have been met. The 2018 performance-based stock options and RSUs granted on December 14, 2018 began vesting after the Organization and Compensation Committee determined on March 13, 2022, that all required performance criteria had been achieved, which included the achievement of the first patient dosed in four registration trials for bempegaldesleukin run by the Company and the filing and acceptance of two investigational new drug applications (IND) with the FDA for drug candidates wholly-owned by the Company. As of December 31, 2022, all of the 2018 performance-based stock options and RSUs have vested in full. The 2019 performance-based stock options and RSUs granted on December 12, 2019 began vesting after the Organization and Compensation Committee determined on September 15, 2021 that the required performance criteria had been achieved, with (i) the FDA’s acceptances of an IND for NKTR-255 in solid tumors in August 2020 and an IND for bempegaldesleukin for COVID-19 treatment, and (ii) the execution of a co-development agreement with SFJ Pharmaceuticals and a clinical trial collaboration and supply agreement with Merck to support the development of bempegaldesleukin, as well as an oncology clinical collaboration with Merck KGaA, Darmstadt, Germany and Pfizer Inc. to evaluate NKTR-255 in combination with avelumab in patients with locally advanced or metastatic urothelial carcinoma in the Phase II JAVELIN Bladder Medley study, whereupon approximately 22/48th of the performance-based options vested, followed by continued monthly pro-rata vesting of the remainder until December 12, 2023. As of December 31, 2023, all of the 2019 performance-based options and RSUs have vested in full.

  65. 2020 - 2022 Grants of Performance Based-Equity

    2020 - 2022 Grants of Performance Based-Equity The performance criteria associated with each of the performance stock options and RSUs granted to our senior executives and NEOs in 2020 have not been met and thus, vesting of these performance-based stock options and RSUs has not occurred. If the performance criteria associated with these performance stock options and RSUs are not satisfied within five years of grant, the equity awards will be cancelled. In 2020 the Organization and Compensation Committee introduced a new component to our equity compensation in order to increase the percentage of equity grants to our senior executives that were subject to performance-based conditions and to reflect, at the time, the Company’s maturation into a biopharmaceutical company with a potential commercialized drug. In 2020 and 2021, our senior executives were granted new performance-based RSUs (“TSR RSUs”) that vest between 0% and 200% of the target award based on relative total shareholder return (TSR) performance as measured against the Nasdaq Biotechnology index over a two-year performance period. The performance period for the 2020 TSR RSUs was measured from December 18, 2020 to December 31, 2022 (the “2020 TSR RSU Performance Period”). Following the 2020 TSR RSU Performance Period, the Organization and Compensation Committee engaged Aon to independently determine the Company’s TSR percentile rank within the Nasdaq Biotechnology Index. Aon determined that the Company’s performance measured at the 15th percentile, which pursuant to the terms of the TSR RSUs grant, corresponds to a performance multiplier of 0%. Therefore, the Organization and Compensation Committee determined that none of the 2020 TSR RSUs that were granted to our senior executives and NEOs would vest. Accordingly, all 2020 TSR RSUs granted to our executives were cancelled. In 2021, our NEOs were granted certain performance-based stock options and RSUs (the “2021 Performance Grants”) that would only vest if the Company achieved the first commercial sale to a third party of bempegaldesleukin intended for use by end-user costumer within five years of the award grant date. In anticipation of the expected data readouts in the first half of 2022 for the Phase 3 registrational trials studying bempegaldesleukin in combination with nivolumab and to prioritize achievement of the success of the bempegaldesleukin programs, in 2021 our NEOs also received a one-time grant of performance-based RSUs subject to performance-based vesting conditions (the “Bempegaldesleukin Performance Grants”). In order to vest, by June 1, 2022, the Company had to achieve certain primary endpoint objectives in the Phase 3 melanoma trial studying the combination bempegaldesleukin and nivolumab, which was not achieved. Subsequently, in 2022, we and BMS discontinued all clinical development activities of bempegaldesleukin. Although the performance period for the 2021 Performance Grants has not ended yet, due to the termination of our bempegaldesleukin development program, achievement of the performance criteria for the 2021 Performance Grants is no longer realistically feasible. All RSUs granted under Bempegaldesleukin Performance Grants were cancelled. As discussed above, our NEOs were also granted TSR RSUs in 2021. The performance period for the 2021 TSR RSUs was measured from December 16, 2021 to December 31, 2022 (the “2021 TSR RSU Performance Period”). Following the 2021 TSR RSU Performance Period, the Organization and Compensation Committee engaged Aon to determine the Company’s performance mercantile. Based on Aon’s determination of the Company’s percentile performance within the Nasdaq Biotechnology Index, the Organization and Compensation Committee determined that none of the 2021 TSR RSUs that were granted to our senior executives and NEOs would vest. Accordingly, all 2021 TSR RSUs granted to our executives were cancelled. The performance criteria associated with each of the performance stock options and RSUs granted to our senior executives and NEOs in 2022 have not been met and thus, vesting of these performance-based stock options and RSUs has not occurred. If the performance criteria associated with these performance stock options and RSUs are not satisfied within three years of grant, the equity awards will be cancelled.

  66. OTHER COMPENSATION POLICIES AND PRACTICES

    OTHER COMPENSATION POLICIES AND PRACTICES Severance and Change of Control Benefits If the employment of an NEO is terminated by us without cause or by the executive for a designated good reason outside of the context of a change of control transaction, the executive would be entitled to severance benefits under the applicable agreement he or she entered into with the Company. Generally, these severance benefits include a cash severance payment based on the executive’s then-current annual base salary and the amount of his or her target annual incentive bonus, payment of COBRA premiums for up to a maximum of eighteen (18) months, and an additional twelve-month period to exercise vested stock options (an eighteen-month period for Mr. Robin, and a three-month period for Mr. Wilson and Dr. Zalevsky). In order to attract and retain these NEOs in a competitive environment for highly skilled senior executive talent in the biotechnology and pharmaceutical industry and to provide an incentive to obtain a broad release of claims in favor of the Company, we determined it was often necessary to offer severance benefits in the case of a termination without cause or constructive termination outside the context of a change of control transaction. Many companies provide severance benefits for similar types of terminations of employment, and we believe that it is important for us to offer these severance benefits in order to continue to provide a competitive total compensation program. These NEOs would also be entitled to certain termination benefits upon a termination of employment because of death or disability. We also maintain a Change of Control Severance Benefit Plan (the “CIC Plan”) that provides the NEOs with certain severance benefits if their employment is terminated in connection with a change of control. The CIC Plan was originally established in 2006, and no amendments have been made to the plan since that time that would increase the severance benefits available under the CIC Plan. Severance benefits under the CIC Plan are structured on a “double-trigger” basis, meaning that the executive must experience a termination without cause or resign for a specifically defined good reason in connection with the change of control in order for severance benefits to become payable under the CIC Plan. Like the severance benefits under the letter agreements, we believe that these change of control severance benefits are an important element of a competitive total compensation program. Additionally, we believe that providing change of control benefits should eliminate, or at least reduce, any reluctance of our NEOs and other key employees covered by the CIC Plan to diligently consider and pursue potential change of control opportunities that may be in the best interests of our stockholders. At the same time, by providing change of control benefits only upon the occurrence of an additional triggering event occurring in connection with the change of control transaction resulting in a job loss, we believe that this CIC Plan helps preserve the value of our key personnel for any potential acquiring company. Under the CIC Plan, the executive would be entitled to accelerated equity award vesting upon a termination described above. The other severance benefits under the CIC Plan are generally similar to the severance benefits described above; however, Mr. Robin’s cash severance would cover the two-year period following termination and Company-paid COBRA coverage would be eighteen months. Outplacement services received within twelve months following separation, up to a maximum of $5,000, are provided to all participants. In addition, each of the NEOs would be entitled to full equity vesting and, except for Dr. Zalevsky, a “gross up” payment for any excise taxes imposed under Section 4999 of the Internal Revenue Code once a 10% cutback threshold is exceeded. The excise tax gross-up was included in the CIC Plan as originally adopted in 2006 to make the participants whole for any adverse tax consequences to which they may become subject under Section 4999 of the Internal Revenue Code and to avoid unintended differences in net severance based on individual factors like the date of hire and past option exercise decisions, which preserves the level of change of control severance protections that we have determined to be appropriate. At the time the CIC Plan was established, we believed this excise tax gross-up protection was a reasonable part of a competitive total compensation package and generally consistent with industry practice at the time. On April 5, 2011, the board of directors amended the CIC Plan to eliminate any “gross up” payments for any excise taxes imposed under Section 4999 of the Internal Revenue Code for participants who became eligible to participate in the CIC Plan on or after January 1, 2010. The board of directors decided to eliminate this tax gross-up provision under the plan for new participants based on its review of current industry practices. The “Potential Payments Upon Termination or Change of Control” section below describes and quantifies the severance and other benefits potentially payable to the NEOs.

  67. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

  68. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($)(3)(6)(7)(8) (e) | Option Awards ($)(4)(5)(6)(7) (f) | Non-Equity Incentive Plan Compensation ($)(9) (g) | All Other Compensation ($) (i) | Total Compensation ($) (j) | | Howard W. Robin President and Chief Executive Officer | 2023 | 1,084,590 | — | — | 927,160 | 1,030,361 | 93,465(10) | 3,135,576 | | | 2022 | 1,084,590 | — | 4,032,255 | 5,409,410 | 650,754 | 98,821 | 11,275,830 | | | 2021 | 1,053,000 | — | 5,691,794 | 3,326,492 | 1,000,350 | 81,980 | 11,153,616 | | Sandra Gardiner(1) Interim Chief Financial Officer | 2023 | — | — | — | — | — | 376,300(11) | 376,300 | | Mark A. Wilson Chief Legal Officer | 2023 | 540,000 | — | — | 231,790 | 307,800 | 20,878(12) | 1,100,468 | | | 2022 | 527,500 | — | 1,629,478 | 2,185,994 | 194,400 | 28,093 | 4,565,465 | | | 2021 | 500,000 | — | 1,707,078 | 998,320 | 287,500 | 10,763 | 3,503,661 | | Jonathan Zalevsky, Ph.D. Chief Research and Development Officer | 2023 | 703,490 | | — | 178,300 | 400,989 | 490,585(13) | 1,773,364 | | | 2022 | 703,490 | — | 1,325,673 | 1,778,436 | 253,256 | 289,625 | 4,350,480 | | | 2021 | 683,000 | — | 2,391,094 | 1,397,498 | 471,270 | 8,385 | 4,951,247 | | Jillian B. Thomsen(2) Former Chief Financial Officer and Chief Accounting Officer | 2023 | 355,760 | — | — | — | — | 883,999(14) | 1,239,759 | | | 2022 | 522,200 | — | 1,629,478 | 2,185,994 | 198,000 | 22,645 | 4,558,317 |

  69. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (1) Ms. Gardiner was appointed our Interim Chief Financial Officer as of April 17, 2023. Ms. Gardiner is a partner at FLG Partners and provides services as Interim Chief Financial Officer as an outside consultant pursuant to a consulting agreement between the Company and FLG Partners (“Gardiner Consulting Agreement”), and is not employed or directly compensated by the Company. |

  70. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (2) Ms. Thomsen served as our Chief Financial Officer and Chief Accounting Officer from July 1, 2022 to April 17, 2023. Previously, Ms. Thomsen served as our Senior Vice President, Finance and Chief Accounting Officer and was not a named executive officer of the Company for the 2021 fiscal year. Ms. Thomsen’s employment with the Company ended on June 16, 2023. The amount of base salary reported reflects the amount of base salary paid to Ms. Thomsen in 2023 before her departure. Ms. Thomsen did not receive any grants of stock awards or option awards or non-equity incentive plan compensation in 2023. |

  71. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (3) Amounts reported represent the aggregate grant date fair value of RSU awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”), based on the closing price of the Company’s common stock on the grant date and excluding the effects of estimated forfeitures. For a complete description of the assumptions made in determining the valuation, please refer to (i) Note 10 (Stock-Based Compensation) to our audited financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2023 and (ii) similar footnotes to our audited financial statements in our annual reports on Form 10-K for prior years when the awards were granted. |

  72. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (4) Amounts reported represent the aggregate grant date fair value of the stock options granted in the applicable year computed in accordance with FASB ASC Topic 718, which excludes the effects of estimated forfeitures. For a complete description of the assumptions made in determining the valuation, please refer to (i) Note 10 (Stock-Based Compensation) to our audited financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2023 and (ii) similar footnotes to our audited financial statements in our annual reports on Form 10-K for prior years when the awards were granted. |

  73. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (5) 50% of the annual equity awards granted to the NEOs in 2023 were performance-based with vesting only to the extent a specified performance-based vesting condition is satisfied within 3 years of grant. If the performance-based vesting condition is satisfied, then the performance-based equity awards also remain subject to a time-based vesting requirement. The amounts reported in the “Option Awards” column of the table for 2023 include the grant date fair value of performance-based stock options, as applicable for the year, based on the probable outcome (determined as of the grant date in accordance with generally accepted accounting principles) of the performance-based conditions applicable to the awards which assumes maximum achievement of the underlying performance conditions. |

  74. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (6) 50% of the annual equity awards granted to the NEOs in 2022 were performance-based with vesting only to the extent a specified performance-based vesting condition is satisfied within 3 years of grant. If the performance-based vesting condition is satisfied, then the performance-based equity awards also remain subject to a time-based vesting requirement. The amounts reported in the “Stock Awards” and “Option Awards” column of the table for 2022 include the grant date fair value of performance-based RSUs and stock options, as applicable for the year, based on the probable outcome (determined as of the grant date in accordance with generally accepted accounting principles) of the performance-based conditions applicable to the awards which assumes maximum achievement of the underlying performance conditions. |

  75. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (7) 63% of the annual equity awards granted to the NEOs in 2021 were performance-based with, 37% of the annual equity award granted to the NEOs in 2021 vesting only to the extent a specified performance-based vesting condition is satisfied within 5 years of grant and 19% of the annual equity award vesting at 2 and 3 years if certain total shareholder return criteria are satisfied on December 31, 2023. If the performance-based vesting condition is satisfied, then the performance-based equity awards also remain subject to a time-based vesting requirement. The amounts reported in the “Stock Awards” and “Option Awards” column of the table for 2021 include the grant date fair value of performance-based RSUs and stock options, as applicable for the year, based on the probable outcome (determined as of the grant date in accordance with generally accepted accounting principles) of the performance-based conditions applicable to the awards which assumes maximum achievement of the underlying performance conditions. |

  76. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (8) A portion of the 2021 performance-based equity awards vest only to the extent a specified performance-based vesting condition is satisfied by June 1, 2022. Since the performance-based vesting condition was not met, all RSUs granted under such performance grants were forfeited and cancelled in 2022. However, the amounts reported in the “Stock Awards” column of the table for 2021 include the grant date fair value of such RSUs based on the probable outcome (determined as of the grant date in accordance with generally accepted accounting principles) of the performance-based conditions applicable to the awards which assumes maximum achievement of the underlying performance conditions. |

  77. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (9) Amounts reported for 2021, 2022 and 2023 represent amounts earned under the Incentive Compensation Plan for that year or, for Mr. Robin, under his amended and restated offer letter effective as of December 1, 2008. |

  78. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (10) Includes (i) life insurance premiums of $36,303, (ii) group term life insurance premiums of $43,452, (iii) a $12,000 contribution to the Company’s 401(k) plan and (iv) $1,710 for long term disability post tax. |

  79. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (11) Consists of consulting fees paid to FLG Partners, LLC, pursuant to the Gardiner Consulting Agreement, in connection with Ms. Gardiner’s services as Interim Chief Financial Officer. |

  80. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (12) Includes (i) life insurance premiums of $1,449, (ii) group term life insurance premiums of $2,737, (iii) a $12,000 contribution to the Company’s 401(k) plan, (v) a $3,650 contribution to the Health Savings Account, and (vi) $1,042 for parking pass and tax gross-up. |

  81. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (13) Includes (i) life insurance premiums of $945, (ii) group term life insurance premiums of $2,640, (iii) a $12,000 contribution to the Company’s 401(k) plan, (iv) a retention cash award of $275,000 that Dr. Zalevsky received on August 31, 2023, which is subject to full repayment by Dr. Zalevsky if Dr. Zalevsky resigns or is terminated for cause on or before October 1, 2024 and (v) a retention cash award of $200,000 that Dr. Zalevsky received on December 31, 2023, which is subject to full repayment by Dr. Zalevsky if Dr. Zalevsky resigns or is terminated for cause on or before December 31, 2025. |

  82. SUMMARY COMPENSATION TABLE—FISCAL 2021-2023

    | (14) Includes (i) life insurance premiums of $1,242, (ii) group term life insurance premiums of $2,757 and (iii) a $880,000 severance payment in connection with Ms. Thomsen’s departure from the Company. |

  83. GRANTS OF PLAN BASED AWARDS IN 2023

    GRANTS OF PLAN BASED AWARDS IN 2023 The following table shows, for the fiscal year ended December 31, 2023, certain information regarding grants of plan-based awards to the NEOs(1).

  84. GRANTS OF PLAN BASED AWARDS IN 2023

    | Name (a) | Grant Date (b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#)(4) (j) | Exercise or Base Price of Option Awards ($/sh)(5) (k) | Grant Date Fair Value of Stock and Option Awards ($)(6) (l) | | | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Howard W. Robin | | | | | | | | | | | | | Annual Incentive Award | N/A | | 1,084,590 | 2,169,180 | | | | | | | | | Stock Options | 12/13/2023 | | | | | 1,300,000 | | | | $0.50 | 463,580 | | Stock Options | 12/13/2023 | | | | | | | | 1,300,000 | $0.50 | 463,580 | | Mark A. Wilson | | | | | | | | | | | | | Annual Incentive Award | N/A | | 324,000 | 648,000 | | | | | | | | | Stock Options | 12/13/2023 | | | | | 325,000 | | | | $0.50 | 115,895 | | Stock Options | 12/13/2023 | | | | | | | | 325,000 | $0.50 | 115,895 | | Jonathan Zalevsky | | | | | | | | | | | | | Annual Incentive Award | N/A | | 422,094 | 844,188 | | | | | | | | | Stock Options | 12/13/2023 | | | | | 250,000 | | | | $0.50 | 89,150 | | Stock Options | 12/13/2023 | | | | | | | | 250,000 | $0.50 | 89,150 |

  85. GRANTS OF PLAN BASED AWARDS IN 2023

    | (1) Ms. Gardiner did not receive any equity grants in 2023 and does not participate in our Incentive Compensation Plan. Ms. Thomsen, our former Chief Financial Officer and Chief Accounting Officer, did not receive any equity grants in 2023 because her employment with the Company ended on June 16, 2023. |

  86. GRANTS OF PLAN BASED AWARDS IN 2023

    | (2) Amounts reported represent the potential short-term incentive compensation amounts payable for our 2023 fiscal year under our Incentive Compensation Plan (or for Mr. Robin, the potential amounts payable under his offer letter). The amounts reported represent each NEO’s target and maximum possible payments for 2023. Because actual payments to the NEOs could range from 0% to 200% of their target bonus, no threshold payment amount has been established for the NEOs. The actual short-term incentive bonus amount earned by each NEO for 2023 is reported in Column (g) (Non-Equity Incentive Plan Compensation) of the Summary Compensation Table—Fiscal 2021-2023 above. |

  87. GRANTS OF PLAN BASED AWARDS IN 2023

    | (3) The performance-based stock option grants are subject to both a three-year time-based vesting requirement (monthly pro-rata vesting) and the achievement of specified performance criteria within three years of grant. For additional information regarding these equity awards, see the Outstanding Equity Awards At Fiscal Year-End For 2023, below. |

  88. GRANTS OF PLAN BASED AWARDS IN 2023

    | (4) These stock option grants are subject to a three-year monthly pro-rata time vesting requirement. |

  89. GRANTS OF PLAN BASED AWARDS IN 2023

    | (5) The exercise price is the closing price of our common stock on the date of grant. |

  90. GRANTS OF PLAN BASED AWARDS IN 2023

    | (6) Refer to Note 10 (Stock-Based Compensation) to our audited financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2023 for the relevant assumptions used to determine the grant date fair value of the stock options granted during 2023. The amounts reflected in this column for stock options granted during 2023 that are subject to performance-based vesting conditions represent the grant date fair value of these awards based on the probable outcome (determined as of the grant date in accordance with applicable accounting rules) of the performance-based conditions applicable to the awards. |

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023 The following table includes certain information with respect to the value of all unexercised stock options and outstanding equity awards previously awarded to the NEOs as of December 31, 2023.

  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | | | Option Awards | | | | | Stock Awards | | | | | Name (a) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date(3) (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) (j) | | Howard W. Robin | 12/13/2016 | 137,500 | | | 12.24 | 12/12/2024 | | | | | | | 12/13/2016 | 137,500 | | | 12.24 | 12/12/2024 | | | | | | | 12/15/2017 | 151,250 | | | 56.90 | 12/14/2025 | | | | | | | 12/15/2017 | 151,250 | | | 56.90 | 12/14/2025 | | | | | | | 12/14/2018 | 138,350 | | | 36.51 | 12/13/2026 | | | | | | | 12/14/2018 | 138,350 | | | 36.51 | 12/13/2026 | | | | | | | 12/12/2019 | 167,650 | | | 21.79 | 12/11/2027 | | | | | | | 12/12/2019 | 167,650 | | | 21.79 | 12/11/2027 | | | | | | | 12/12/2019 | 44,600 | | | 21.79 | 12/11/2027 | | | | | | | 12/18/2020 | 142,987 | 47,663(5) | | 18.75 | 12/17/2028 | | | | | | | 12/18/2020 | | | 190,650(6) | 18.75 | 12/17/2028 | | | | | | | 12/18/2020 | | | | | | | | 106,650(8) | 60,791 | | | 12/16/2021 | 111,875 | 111,875(5) | | 13.22 | 12/15/2029 | | | | | | | 12/16/2021 | | | 223,750(6) | 13.22 | 12/15/2029 | | | | | | | 12/16/2021 | | | | | | 42,017(7) | 23,950 | | | | | 12/16/2021 | | | | | | | | 126,050(8) | 71,849 | | | 08/15/2022 | 365,000 | 456,250(9) | | 4.91 | 08/14/2030 | | | | | | | 08/15/2022 | | | 821,250(10) | 4.91 | 08/14/2030 | | | | | | | 08/15/2022 | | | | | | 239,532(7) | 136,533 | | | | | 08/15/2022 | | | | | | | | 410,625(8) | 234,056 | | | 12/13/2023 | | 1,300,000(9) | | 0.50 | 12/12/2031 | | | | | | | 12/13/2023 | | | 1,300,000(10) | 0.50 | 12/12/2031 | | | | | | Sandra Gardiner(1) | — | — | — | — | — | — | — | — | — | — | | Mark A. Wilson | 7/15/2016 | 10,000 | | | 15.45 | 7/14/2024 | | | | | | | 12/13/2016 | 20,000 | | | 12.24 | 12/12/2024 | | | | | | | 12/15/2017 | 110,000 | | | 56.90 | 12/14/2025 | | | | | | | 12/15/2017 | 42,000 | | | 56.90 | 12/14/2025 | | | | | | | 12/14/2018 | 10,225 | | | 36.51 | 12/13/2026 | | | | | | | 12/12/2019 | 35,800 | | | 21.79 | 12/11/2027 | | | | | | | 12/12/2019 | 35,800 | | | 21.79 | 12/11/2027 | | | | | | | 12/12/2019 | 11,600 | | | 21.79 | 12/11/2027 | | | | | | | 12/18/2020 | 38,250 | 12,750(5) | | 18.75 | 12/17/2028 | | | | | | | 12/18/2020 | | | 51,000(6) | 18.75 | 12/17/2028 | | | | | | | 12/18/2020 | | | | | | | | 28,550(8) | 16,274 | | | 12/16/2021 | 33,575 | 33,575(5) | | 13.22 | 12/15/2029 | | | | | | | 12/16/2021 | | | 67,150(6) | 13.22 | 12/15/2029 | | | | | | | 12/16/2021 | | | | | | 12,600(7) | 7,182 | | | | | 12/16/2021 | | | | | | | | 37,800(8) | 21,546 | | | 08/15/2022 | 147,500 | 184,375(9) | | 4.91 | 08/14/2030 | | | | | | | 08/15/2022 | | | 331,875(10) | 4.91 | 08/14/2030 | | | | | | | 08/15/2022 | | | | | | 96,798(7) | 55,175 | | | | | 08/15/2022 | | | | | | | | 165,938(8) | 94,585 | | | 12/13/2023 | | 325,000(9) | | 0.50 | 12/12/2031 | | | | | | | 12/13/2023 | | | 325,000(10) | 0.50 | 12/12/2031 | | | | |

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | | | Option Awards | | | | | Stock Awards | | | | | Name (a) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date(3) (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) (j) | | Jonathan Zalevsky | 5/31/2016 | 37,500 | | | 15.44 | 5/30/2024 | | | | | | | 11/15/2016 | 46,875 | | | 13.93 | 11/14/2024 | | | | | | | 12/13/2016 | 15,500 | | | 12.24 | 12/12/2024 | | | | | | | 3/16/2017 | 21,250 | | | 15.71 | 3/14/2025 | | | | | | | 4/18/2017 | 36,459 | | | 18.585 | 4/17/2025 | | | | | | | 6/15/2017 | 77,084 | | | 18.09 | 6/14/2025 | | | | | | | 11/15/2017 | 87,500 | | | 43.07 | 11/14/2025 | | | | | | | 12/15/2017 | 37,625 | | | 56.90 | 12/14/2025 | | | | | | | 12/14/2018 | 48,400 | | | 36.51 | 12/13/2026 | | | | | | | 12/14/2018 | 48,400 | | | 36.51 | 12/13/2026 | | | | | | | 10/01/2019 | 150,000 | | | 18.43 | 9/30/2027 | | | | | | | 12/12/2019 | 71,550 | | | 21.79 | 12/11/2027 | | | | | | | 12/12/2019 | 71,550 | | | 21.79 | 12/11/2027 | | | | | | | 12/12/2019 | 20,100 | | | 21.79 | 12/11/2027 | | | | | | | 12/18/2020 | 53,625 | 17,875(5) | | 18.75 | 12/17/2028 | | | | | | | 12/18/2020 | | | 71,500(6) | 18.75 | 12/17/2028 | | | | | | | 12/18/2020 | | | | | | | | 40,000(8) | 22,800 | | | 12/16/2021 | 47,000 | 47,000(5) | | 13.22 | 12/15/2029 | | | | | | | 12/16/2021 | | | 94,000(6) | 13.22 | 12/15/2029 | | | | | | | 12/16/2021 | | | | | | 17,650(7) | 10,061 | | | | | 12/16/2021 | | | | | | | | 52,950(8) | 30,182 | | | 08/15/2022 | 120,000 | 150,000(9) | | 4.91 | 08/14/2030 | | | | | | | 08/15/2022 | | | 270,000(10) | 4.91 | 08/14/2030 | | | | | | | 08/15/2022 | | | | | | 78,750(7) | 44,888 | | | | | 08/15/2022 | | | | | | | | 135,000(8) | 76,950 | | | 12/13/2023 | | 250,000(9) | | 0.50 | 12/12/2031 | | | | | | | 12/13/2023 | | | 250,000(10) | 0.50 | 12/12/2031 | | | | | | Jillian B. Thomsen(2) | 12/13/2016 | 37,500 | | | 12.24 | 6/16/2024 | | | | | | | 12/13/2016 | 37,500 | | | 12.24 | 6/16/2024 | | | | | | | 12/15/2017 | 26,250 | | | 56.90 | 6/16/2024 | | | | | | | 12/15/2017 | 26,250 | | | 56.90 | 6/16/2024 | | | | | | | 12/14/2018 | 22,150 | | | 36.51 | 6/16/2024 | | | | | | | 12/14/2018 | 22,150 | | | 36.51 | 6/16/2024 | | | | | | | 12/12/2019 | 23,276 | | | 21.79 | 6/16/2024 | | | | | | | 12/12/2019 | 23,275 | | | 21.79 | 6/16/2024 | | | | | | | 12/12/2019 | 10,325 | | | 21.79 | 6/16/2024 | | | | | | | 12/18/2020 | 17,279 | | | 18.75 | 6/16/2024 | | | | | | | 12/16/2021 | 14,100 | | | 13.22 | 6/16/2024 | | | | | | | 8/15/2022 | 92,187 | | | 4.91 | 6/16/2024 | | | | |

  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (1) Ms. Gardiner was appointed our Interim Chief Financial Officer as of April 17, 2023. Ms. Gardiner is a partner at FLG Partners and provides services as Interim Chief Financial Officer as an outside consultant pursuant to a consulting agreement between the Company and FLG Partners and is not employed or directly compensated by the Company. Ms. Gardiner has not received any equity awards. |

  95. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (2) Ms. Thomsen served as our Chief Financial Officer and Chief Accounting Officer from July 1, 2022 to April 17, 2023, and her employment with the Company ended on June 16, 2023. All stock options and RSUs awarded to Ms. Thomsen that were unvested as of June 16, 2023, were forfeited. |

  96. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (3) For all NEOs, except for Ms. Thomsen, the expiration date shown is the normal expiration date occurring on the eighth anniversary of the grant date, which is the latest date that the stock options may be exercised. Stock options may terminate earlier in certain |

  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    circumstances, such as in connection with an NEO’s termination of employment or in connection with certain corporate transactions, including a change of control. Pursuant to the terms of the Thomsen Separation Agreement, Ms. Thomsen’s vested stock options expire upon the earlier of (i) 12 months after her employment end date and (ii) the ordinary term expiration of the option.

  98. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (4) Restricted stock unit market value is calculated based on $0.57 per share, the closing price of our common stock on December 29, 2023. |

  99. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (5) The stock options vest pro-rata on a monthly basis over a period of four years from the date of grant, subject to the executive’s continued service through each vesting date. |

  100. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (6) The stock options vest only after achievement of specified performance criteria and pro-rata monthly vesting over a four-year period from the date of grant, subject to the executive’s continued service through each vesting date. |

  101. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (7) The RSUs vest pro-rata on a quarterly basis over a three-year period from the date of grant. |

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (8) The RSUs vest only after achievement of specified performance criteria and pro-rata quarterly vesting over a three-year period from the date of grant, subject to the executive’s continued service through each vesting date. |

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (9) The stock options vest pro-rata on a monthly basis over a period of three years from the date of grant, subject to the executive’s continued service through each vesting date. |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | (10) The stock options vest only after achievement of specified performance criteria and pro-rata monthly vesting over a three-year period from the date of grant, subject to the executive’s continued service through each vesting date. |

  105. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table includes certain information with respect to the exercise of stock options and vesting of stock awards held by the NEOs during the fiscal year ended December 31, 2023.

  106. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c)(1) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e)(2) | | Howard W. Robin | — | — | 214,442 | 279,186 | | Sandra Gardiner | — | — | — | — | | Mark A. Wilson | — | — | 77,429 | 100,806 | | Jonathan Zalevsky, Ph.D. | — | — | 75,984 | 98,925 | | Jillian B. Thomsen(3) | — | — | 33,857 | 65,572 |

  107. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (1) The value realized upon the exercise of stock options is calculated by (a) subtracting the stock option exercise price from the market price on the date of exercise to get the realized value per share, and (b) multiplying the realized value per share by the number of shares underlying the stock options exercised. |

  108. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (2) The value realized upon vesting of RSUs is calculated by multiplying the number of RSUs vested by the market price on the vest date. |

  109. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (3) Information provided up until Ms. Thomsen’s ending date of employment, June 16, 2023. |

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The following section describes the benefits that may become payable to the NEOs in connection with their termination of employment with us or in connection with a change of control. We did not make any policy changes in 2023 in connection with any terminations under our 2023 Restructuring Plan. Please see “Compensation Discussion and Analysis—Severance and Change of Control Benefits” for a discussion of how the payments and benefits presented below were determined.

  111. CEO Pay Ratio

    CEO Pay Ratio Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of our employees, the annual total compensation of our President and CEO Howard Robin, and the ratio of these two amounts. We have estimated the median of the 2023 annual total compensation of our employees, excluding Mr. Robin, to be $216,654 as calculated in accordance with Item 402(U) of Regulation S-K. The annual total compensation of our President and CEO, as reported in the Summary Compensation Table – Fiscal 2021-2023 is $3,135,576. The ratio of the annual total compensation of our President and CEO to the estimated median of the annual total compensation of our employees was 14 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. We selected December 31, 2023 as the date to identify our median employee. We determined our median employee based on the sum of taxable wages for 2023, FASB ASC Topic 718 value of option and stock awards granted in 2023, and other compensation including taxable benefits of each of our employees, excluding Mr. Robin, earned in 2023.

  112. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC 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 Organization and Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  113. 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 $100 Investment based on:(4) | | Net Income ($ Millions) | Relative TSR (Percentile Rank)(5) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 3,135,576 | (773,200) | 1,122,473 | (2,644) | 2.62 | 118.87 | (276) | 7th | | 2022 | 11,275,830 | (8,738,814) | 3,091,330 | (3,426,582) | 10.47 | 113.65 | (368) | 9th | | 2021 | 11,153,616 | 8,032,023 | 4,377,734 | 3,290,039 | 62.59 | 126.45 | (524) | 52nd | | 2020 | 11,241,149 | 6,456,336 | 4,379,031 | 2,020,372 | 78.76 | 126.42 | (444) | 30th |

  114. PAY VERSUS PERFORMANCE

    | 1. | Howard W. Robin was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  115. PAY VERSUS PERFORMANCE

    | 2020-2021 | 2022 | 2023 | | Gil M. Labrucherie | Gil M. Labrucherie | Jillian B. Thomsen | | Mark A. Wilson | Jillian B. Thomsen | Sandra Gardiner | | Jonathan Zalevsky | Mark A. Wilson | Mark A. Wilson | | John Northcott | Jonathan Zalevsky | Jonathon Zalevsky | | | John Northcott | |

  116. 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. |

  117. 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 amounts from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  118. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 3,135,576 | (927,160) | (2,981,616) | (773,200) |

  119. 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 | 1,122,473 | (102,523) | (1,022,594) | (2,644) |

  120. 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:

  121. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 1,071,594 | (3,517,124) | — | (536,086) | — | (2,981,616) |

  122. 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 | 118,494 | (633,627) | — | (104,218) | (403,243) | (1,022,594) |

  123. PAY VERSUS PERFORMANCE

    | 4. | The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  124. PAY VERSUS PERFORMANCE

    | 5. | We determined Relative TSR (Percentile Rank) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. For more information on Relative TSR (Percentile Rank), please see the “LONG-TERM INCENTIVES” section in the Compensation Discussion & Analysis in this proxy statement. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  125. PAY VERSUS PERFORMANCE

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company TSR, and Peer Group 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 four most recently completed fiscal years to that of the NASDAQ Biotechnology Index over the same period. 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 four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR (Percentile Rank) 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 Relative TSR (Percentile Rank) during the four most recently completed fiscal years. We believe that our compensation structure supports our business strategy while successfully aligning executive focus and interests with those of the Company and our stockholders. We seek to incentivize long-term performance and achievement of milestones that are important to building sustained success for the Company. Our compensation structure includes several elements that collectively provide an effective compensation strategy that supports our philosophy of pay for performance. As discussed in the Compensation Discussion and Analysis section, the performance-based component of our NEO’s compensation is tied to the achievement of critical objective, performance milestones and annual corporate goals, which we believe provides strong performance incentives to our executives. For 2023, we did not link any other financial performance measures to the Compensation Actually Paid to our PEO and Non-PEO NEOs other than relative TSR.