DEF 14A of Senti Biosciences Holdings, Inc.
Filed Jan 27, 2025 · FY20240001140361-25-001942
Amended and Restated Plan Highlights
| • | Non-employee director compensation. The value of all awards awarded under the Amended and Restated Plan and all other cash compensation paid by the us to any non-employee director in any calendar year for service as a director may not exceed $750,000 (or, $1,000,000 for the year that a director is first appointed or elected to our Board of Directors). |
Summary Compensation Table
Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the year indicated.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Timothy Lu, M.D., Ph.D. Chief Executive Officer | 2024 | $618,757 | $140,760 | $159,141 | — | $12,031 | $930,690 | | | 2023 | $606,625 | — | $817,929 | $250,233 | $11,711 | $1,686,498 | | Kanya Rajangam, M.D., Ph.D. President, Head of Research and Development and Chief Medical Officer | 2024 | $526,789 | $46,460 | $52,701 | — | $1,756 | $627,707 | | | 2023 | $516,460 | — | $168,779 | $173,531 | — | $858,770 | | Yvonne Li,(5) Interim Chief Financial Officer | 2024 | — | — | — | — | $547,540 | $547,540 |
Summary Compensation Table
| (1) The amounts reported represent the aggregate grant date fair value of the RSUs, granted to our named executive officers during the applicable fiscal year, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K, filed with the SEC on March 21, 2024, as amended and filed with the SEC on April 26, 2024. The amounts reported in this column reflect the accounting cost for the RSUs and do not correspond to the actual economic value that may be received by our named executive officers upon the vesting of the RSUs, issuance of shares of common stock, or any sale of shares of common stock received pursuant to such awards. |
Summary Compensation Table
| (2) The amounts reported represent the aggregate grant date fair value of the stock options granted to the named executive officers during the applicable fiscal year, calculated in accordance with FASB ASC 718. Such grant date fair value does not take into account any estimated or actual forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K, filed with the SEC on March 21, 2024, as amended and filed with the SEC on April 26, 2024. The amounts reported in this column reflect the accounting cost for the stock options, and does not correspond to the actual economic value that may be received upon exercise of the stock options, issuance of shares of common stock, or any sale of any of the underlying shares of common stock. |
Summary Compensation Table
| (3) Reflects performance-based cash bonuses awarded to our named executive officers. For 2024, amounts are not calculable as of the latest practicable date prior to the filing of this proxy. We expect that such amounts will be determined later in the first quarter of the fiscal year ending December 31, 2025 and we will disclose the amount of such bonuses when they are determined. For 2023, amounts reflect the actual cash incentive bonuses received by our named executive officers for performance of services in 2023, and were paid in the subsequent year. See “—Narrative to the Summary Compensation Table—Non-Equity Incentive Plan Compensation” below for a description of the material terms pursuant to which this compensation was awarded. |
Summary Compensation Table
| (4) Reflects (i) for Dr. Lu and Dr. Rajangam, employer matching contributions made under our 401(k) plan, and (ii) for Ms. Li, the aggregate consulting fees paid for her services as Interim Chief Financial Officer. |
Summary Compensation Table
| (5) Ms. Li was appointed our Interim Chief Financial Officer effective as of May 4, 2024, and the amounts reported in the “All Other Compensation” column for 2024 reflect the consulting fees earned by Ms. Li following her commencement of service with us. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024:
Outstanding Equity Awards at Fiscal Year-End
| | | | Option Awards(1) | | | | | Stock Awards(1) | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Timothy Lu | 2/2/2021(3) | 1/1/2021 | 45,402 | — | — | $26.60 | 2/1/2031 | — | — | | | 12/19/2021(4) | 6/8/2022 | 136,741 | 82,043 | — | $99.20 | 12/18/2031 | — | — | | | 12/19/2021(5) | 12/19/2021 | — | — | 31,568 | $99.20 | 12/18/2031 | — | — | | | 2/1/2023(6) | 2/1/2023 | 28,876 | 34,123 | — | $18.10 | 1/31/2033 | — | — | | | 2/2/2024(6) | 2/1/2024 | 9,565 | 36,334 | — | $4.60 | 1/31/2034 | — | — | | | 2/2/2024(7) | 2/1/2024 | — | — | — | — | — | 30,600 | $107,406 |
Outstanding Equity Awards at Fiscal Year-End
| | | | Option Awards(1) | | | | | Stock Awards(1) | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Kanya Rajangam | 7/18/2022(3) | 7/5/2022 | 19,802 | 12,972 | — | $18.00 | 7/17/2032 | — | — | | | 2/1/2023(6) | 2/1/2023 | 5,959 | 7,040 | — | $18.10 | 1/31/2033 | — | — | | | 2/2/2024(6) | 2/1/2024 | 3,169 | 12,031 | — | $4.60 | 1/31/2034 | — | — | | | 2/2/2024(7) | 2/1/2024 | — | — | — | — | — | 10,100 | $35,451 | | Yvonne Li | — | — | — | — | — | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) Amounts reported have been retroactively adjusted to reflect the 1-for-10 reverse stock split effected on July 17, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The amounts reported in this column reflect the number of unvested shares multiplied by $3.51, which was the closing market price of our common stock on December 31, 2024, the last trading day of fiscal year 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (3) 25% of the shares underlying this option vest on the one-year anniversary of the vesting commencement date and the remainder vest in 36 equal monthly installments thereafter, subject to the named executive officer’s continued employment through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The shares underlying this option were subject to both time-based and performance-based vesting conditions. 100% of the shares underlying the option satisfied the performance based vesting condition upon consummation of our Business Combination. The shares underlying the option shall satisfy the time-based vesting condition as follows: 25% on the one-year anniversary of the vesting commencement date and the remainder vest in 36 equal monthly installments thereafter, subject to the named executive officer’s continued service relationship through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The shares underlying this option are subject to the service-based and market-based vesting conditions. The market-based vesting conditions are satisfied upon attainment of certain share prices, or hurdle prices, for 20 out of 30 consecutive trading days. The hurdle prices are $148.20, $197.80, $247.30 and $296.90, which each relate to 25% of the option shares. Upon the date that the market-based hurdles are satisfied, 50% of the applicable shares vest on the later of such date or the first anniversary of the vesting commencement date, and the remaining 50% of the shares vest on the later of the earned date or the second anniversary of the vesting commencement date, in each case subject to Dr. Lu’s continued service relationship. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The shares underlying this option vest in 48 substantially equal monthly installments over four years from the vesting commencement date, subject to the named executive officer’s continued employment through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) All of the shares underlying this RSU will vest in three equal annual installments following the vesting commencement date, subject to the named executive officer’s continued employment. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by the Company during the fiscal year ended December 31, 2024.
Potential Payments and Benefits upon Termination or Change in Control
Potential Payments and Benefits upon Termination or Change in Control Regardless of the manner in which a named executive officer’s employment with us terminates, the named executive officer is entitled to receive amounts earned during his or her term of service, including salary and accrued unused vacation pay.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION Prior to consummating the Business Combination, we did not have a formal director compensation policy. In July 2022, after consummating the Business Combination, we adopted a non-employee director compensation policy, as described below.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy In July 2022, our board of directors adopted a non-employee director compensation policy. The policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, our non-employee directors are eligible to receive cash retainers (which are payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below. In addition, we reimburse non-employee directors for all reasonable out-of-pocket expenses incurred in attending meetings of our board of directors or board committees. We do not pay additional compensation for attending individual meetings of our board of directors.
Non-Employee Director Compensation Policy
| Annual Retainer for Board Membership | $35,000 | | Additional Annual Retainer for Non-Executive Chair | $30,000 | | Additional Annual Retainer for Committee Membership | | | Audit Committee Chairperson: | $15,000 | | Audit Committee Member (other than Chairperson) | $7,500 | | Compensation Committee Chairperson: | $15,000 | | Compensation Committee Member (other than Chairperson) | $7,500 | | Nominating and Corporate Governance Committee Chairperson: | $8,000 | | Nominating and Corporate Governance Committee Member (other than Chairperson) | $4,000 |
Director Compensation Table
Director Compensation Table The following table sets forth information regarding the compensation awarded to, earned by or paid to our non-employee directors for service on our board of directors during the year ended December 31, 2024. Dr. Lu, who served as our President and Chief Executive Officer during 2024, also served on our board of directors, but did not receive any additional compensation for his service as a director and therefore is not included in the table below. Dr. Lu’s compensation for his service, as our President and Chief Executive Officer, is set forth above under “Executive Compensation-Summary Compensation Table.”
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Susan Berland(3) | $25,749 | — | — | $25,749 | | Brenda Cooperstone, M.D. | $50,000 | $14,849 | — | $64,849 | | Edward Mathers | $56,681 | $14,849 | — | $71,530 | | James (Jim) Collins, Ph.D. | $39,000 | $14,849 | $4,875(5) | $58,724 | | Frances Schulz | $2,656 | $61,954 | — | $64,610 | | Donald Tang | $2,188 | $61,954 | — | $64,141 | | Omid Farokhzad, M.D.(4) | $41,807 | $14,849 | — | $56,656 |
Director Compensation Table
| (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted and the incremental fair value of option awards materially modified during fiscal year 2024 computed in accordance with FASB ASC 718. The assumptions used in calculating the grant date fair value of the option awards reported in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K, filed with the SEC on March 21, 2024, as amended and filed with the SEC on April 26, 2024. These amounts do not reflect the actual economic value that will be realized by our non-employee directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. |
Director Compensation Table
| (2) The following table provides information regarding the number of shares of common stock underlying stock options granted to our non-employee directors that were outstanding as of December 31, 2024. |
Director Compensation Table
| Name | Option Awards Outstanding at 2024 Year-End (number of shares) | | Susan Berland | — | | Brenda Cooperstone, M.D. | 28,143 | | Edward Mathers | 25,000 | | James (Jim) Collins, Ph.D. | 26,056 | | Frances Schulz | 12,500 | | Donald Tang | 12,500 | | Omid Farokhzad, M.D. | 15,972 |
Director Compensation Table
| (3) Ms. Berland resigned from our board of directors effective June 11, 2024. Amounts reported in the “Fees Earned or Paid in Cash” reflect compensation paid to Ms. Berland in accordance with our non-employee director compensation policy prior to her resignation. |
Director Compensation Table
| (4) Dr. Farokhzad resigned from our board of directors effective November 25, 2024. Amounts reported in the “Fees Earned or Paid in Cash” reflet compensation paid to Dr. Farokhzad in accordance with our non-employee director compensation policy prior to his resignation. |
Director Compensation Table
| (5) Amount represents fees earned by James Collins in 2024 under his agreement to serve as a member and chair of our SAB. |
Stock Option Grants to Directors and Executive Officers
Stock Option Grants to Directors and Executive Officers We have granted stock options to our directors and executive officers, as more fully described in Proposal No. 2 herein as well as under Item 11 of our Annual Report on Form 10-K, filed with the SEC on March 21, 2024, as amended and filed with the SEC on April 26, 2024.