DEF 14A of Vera Therapeutics, Inc.
Filed Apr 3, 2025 · FY20240001140361-25-012034
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class I director has a term that expires at this Annual Meeting, each Class II director has a term that expires at the Company’s 2026 annual meeting of stockholders and each Class III director has a term that expires at the Company’s 2027 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. The Board currently has nine members. The current directors are Marshall Fordyce, M.D., Michael Morrissey, Ph.D., Andrew Cheng, M.D., Ph.D., Patrick Enright, Kimball Hall, Maha Katabi, Ph.D., Scott Morrison, Christy Oliger and Beth Seidenberg, M.D. There are three directors in the class whose term of office expires in 2025: Marshall Fordyce, M.D., Beth Seidenberg, M.D., and Kimball Hall. Each is currently a director of the Company and has previously been elected by the stockholders. If elected at the Annual Meeting, each of these nominees would serve until the Company’s 2028 annual meeting of stockholders and until the director’s successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is the Company’s policy to invite directors and nominees for director to attend the Annual Meeting. Directors are elected at the Annual Meeting by a plurality of the votes of the holders of shares of Class A common stock present virtually or represented by proxy and entitled to vote generally on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Nominating Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating Committee views as critical to effective functioning of the Board. To provide a mix of experience and perspective on the Board, the Nominating Committee also takes into account geographic, gender, age, and ethnic diversity. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating Committee to believe that that nominee should continue to serve on the Board. However, each of the members of the Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. The following is a brief biography as of the Record Date of each nominee and each director whose term will continue after the Annual Meeting.
Nominees for Election for a Three-year Term Expiring at the Company’s 2028 Annual Meeting of Stockholders
Nominees for Election for a Three-year Term Expiring at the Company’s 2028 Annual Meeting of Stockholders Marshall Fordyce, M.D., 51, is our founder and has served as our President and Chief Executive Officer and as a member of our Board since May 2016. From April 2011 to July 2016, Dr. Fordyce held a number of senior leadership roles at Gilead Sciences, Inc. (Nasdaq: GILD) (“Gilead”), a biotechnology company, including Director of Clinical Research and Senior Director of Clinical Research, where he was responsible for leading teams in clinical translation, development and commercialization of new treatments. In April 2012, Dr. Fordyce joined the Albert and Mary Lasker Foundation, a foundation supporting biomedical research, as a non-executive director and continues in that role. Dr. Fordyce received a B.A. in medical anthropology from Harvard University and an M.D. from Harvard Medical School. Our Board and Nominating Committee believes that Dr. Fordyce is qualified to serve on our Board due to his extensive experience in the biotechnology industry in senior leadership roles, as well as the perspective and experience he brings as our President and Chief Executive Officer. Beth Seidenberg, M.D., 68, has served as a member of our Board since June 2016. Dr. Seidenberg is a founding Managing Director of Westlake Village BioPartners, a venture capital firm, a position she has held since September 2018. Dr. Seidenberg has served as Managing Member of certain venture capital funds advised by Kleiner Perkins Caufield and Byers, LLC, a venture capital firm, since May 2005, where she primarily focuses on life sciences investing. Prior to joining Kleiner Perkins, Dr. Seidenberg was the Senior Vice President, Head of Global Development and Chief Medical Officer at Amgen Inc. (Nasdaq: AMGN) (“Amgen”), a biotechnology company. In addition, Dr. Seidenberg was a senior executive in research and development at Bristol Myers Squibb Company (NYSE: BMY) (“Bristol Meyers Squibb”), a biopharmaceutical company, and Merck & Co., Inc. (NYSE: MRK). Dr. Seidenberg has served on the board of directors of ACELYRIN, INC. (Nasdaq: SLRN), a biopharmaceutical company, since October 2020, Sagimet Biosciences (Nasdaq: SGMT), a biotechnology company, since April 2007, Kyverna Therapeutics, Inc. (Nasdaq: KYTX), a biopharmaceutical company, since September 2018 and several privately held life sciences companies. Dr. Seidenberg served on the board of directors of Atara Biotherapeutics, Inc. (Nasdaq: ATRA), a biopharmaceutical company from August 2012 to June 2023, and on the Board of Progyny, Inc (Nasdaq: PGNY), a fertility benefit management company, from May 2010 to November 2024. Dr. Seidenberg received a B.S. from Barnard College and an M.D. from the University of Miami School of Medicine and completed her post-graduate training at the Johns Hopkins University, George Washington University and the National Institutes of Health. Our Board and Nominating Committee believes that Dr. Seidenberg is qualified to serve on our Board because of her extensive experience in the life sciences industry as a senior executive and venture capitalist, as well as her training as a physician. Kimball Hall, 59, has served on our Board since December 2021. Ms. Hall has served as President and Chief Executive Officer of Innocoll Holdings Ltd., a pharmaceutical company, since January 2023. From December 2020 to January 2023, Ms. Hall served as President and Chief Operating Officer of Abzena Holdings (US), LLC, a privately owned Contract Development and Manufacturing Organization. She also served as a member of Abzena’s board of directors and first joined as Chief Operating Officer in October 2019. Since January 2016, prior to joining Abzena, Ms. Hall held several executive positions at Genentech, Inc. (“Genentech”), a member of the Roche family. She served as a member of the Genentech Executive Committee and was Senior Vice President, Global Head of Drug Substance Manufacturing. Prior to joining Genentech, Ms. Hall spent 16 years at Amgen, a biotechnology company. Ms. Hall received a B.S. in microbiology from the University of Washington. Our Board and Nominating Committee believes that Ms. Hall is qualified to serve on our Board given her extensive experience as an executive in the pharmaceutical and biotechnology sectors.
THE BOARD RECOMMENDS
THE BOARD RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
Directors Continuing in Office Until the Company’s 2026 Annual Meeting of Stockholders
Directors Continuing in Office Until the Company’s 2026 Annual Meeting of Stockholders Maha Katabi, Ph.D., 51, has served as a member of our Board since October 2020. Dr. Katabi joined Sofinnova Investments, a venture capital firm, in April 2019 as a Partner and has been a General Partner since March 2020. Previously, Dr. Katabi was a founding Managing Partner at Oxalis Capital, a venture capital firm, from August 2018 until April 2019. From September 2008 until January 2018, Dr. Katabi was an Investment Manager and later Partner, Private Equity at Sectoral Asset Management, an investment advisor exclusively focused on the global healthcare sector, where she was the portfolio manager of a family of funds investing in small cap and private biotech companies. Prior to joining Sectoral, Dr. Katabi was a Vice President at Ventures West, a venture capital firm, from 2004 to 2008, where she focused on early-stage venture investments in the life sciences industry. She started her venture capital career in 1999 with T2C2 Capital Bio, a seed fund focused on university start-ups. Dr. Katabi was a member of the board of directors of Gyroscope Therapeutics Limited, a gene therapy company, from March 2021 until it was acquired by Novartis AG (“Novartis”) in February 2022, and a member of the board of directors of Amplyx Pharmaceuticals, Inc., biopharmaceutical company, from May 2020 until it was acquired by Pfizer Inc. (NYSE: PFE) (“Pfizer”) in April 2021, Aiolos Bio, Inc., a biopharmaceutical company, from September 2023 until it was acquired in February 2024 by GSK plc (“GSK”), Aerovate Therapeutics Inc. (Nasdaq: AVTE), a biotechnology company from August 2020 to September 2024, Rayze Bio, Inc. (Nasdaq: RYZB), a biotechnology company, from August 2022 until it was acquired in February 2024 by Bristol Meyers Squibb, and Northsea Therapeutics, B.V. from March 2019 to June 2021. Dr. Katabi currently serves as a member of the board of directors of Quanta Therapeutics, Inc., a biotechnology company, since June 2021, Star Therapeutics, Inc., since June 2023 and Sofinnova Investments. She serves as Chairman of the board of directors of Exactis Innovation, a not-for-profit pan-Canadian research network for precision oncology, and an advisor to amplifyHERscience, a Yale Ventures program dedicated to supporting and promoting science and entrepreneurial pursuits. Dr. Katabi received a Ph.D. in Pharmacology and a B.Sc. in Biology at McGill University and her CFA charter in 2011. Our Board and Nominating Committee believes that Dr. Katabi is qualified to serve on our Board due to her experience serving on the boards of directors of life sciences companies and as a biopharmaceutical and biotechnology public and private company investor. Michael M. Morrissey, Ph.D., 64, has served as a member of our Board since May 2022. Dr. Morrissey has served as director and as President and Chief Executive Officer of Exelixis, Inc. (Nasdaq: EXEL) since July 2010. Dr. Morrissey has held positions of increasing responsibility at Exelixis since he joined the company in February 2000, including serving as President of Research and Development from January 2007 until July 2010. From 1991 to 2000, Dr. Morrissey held several positions at Berlex Biosciences, last holding the position of Vice President, Discovery Research. Earlier in his career, Dr. Morrissey served as a Senior Scientist and Project Team Leader in Medicinal Chemistry at CIBA-Geigy Corporation. Dr. Morrissey served as a member of the board of directors of XWPharma Ltd., a privately held, clinical-stage biopharmaceutical company dedicated to the discovery and development of novel therapeutics, from December 2020 to April 2023 and CERo Therapeutics, Inc. (Nasdaq: CERO), a public biopharmaceutical company, from January 2022 to November 2022. He is the author of numerous scientific publications in medicinal chemistry and drug discovery and an inventor on 70 issued U.S. patents and 25 additional published U.S. patent applications. Dr. Morrissey holds a B.S. (Honors) in Chemistry from the University of Wisconsin and a Ph.D. in Chemistry from Harvard University. Our Board and Nominating Committee believes that Dr. Morrissey is qualified to serve as a member of our Board due to his extensive experience in clinical development and as a biopharmaceutical executive. Patrick G. Enright, 63, has served on our Board since October 2020. Mr. Enright co-founded Longitude Capital, a healthcare venture capital firm, where he has served as a Managing Director since 2006. Previously, Mr. Enright was a Managing Director of Pequot Ventures, a venture capital firm, where he co-led the life sciences investment practice. Mr. Enright also has significant life sciences operations experience including serving on senior executive positions at Valentis, Inc., Boehringer Mannheim Pharmaceuticals Corp. (acquired by Roche) and Sandoz, Inc. (now known as Novartis). Mr. Enright has served on the board of directors of Jazz Pharmaceuticals PLC (Nasdaq: JAZZ), a public biopharmaceutical company, since July 2009, BioAge Labs, Inc. (Nasdaq: BIOA), a biopharmaceutical company, since February 2024 and Zenas Biopharma, Inc. (Nasdaq: ZBIO), a biopharmaceutical company, since November 2022, as well as several private biopharmaceutical companies. Mr. Enright also served on the board of directors of the National Venture Capital Association (NVCA). Mr. Enright previously served on the board of directors of over twenty companies, including Aimmune Therapeutics, Inc. (Nasdaq: AIMT, acquired by Nestlé) (“Aimmune”), a biotherapeutics company, from January 2013 to October 2020, Aptinyx Inc. (Nasdaq: APTX), a biotechnology company, from May 2016 to November 2022, and Vaxcyte, Inc. (Nasdaq: PCVX), a biopharmaceutical company, from July 2015 to May 2020. Mr. Enright received a B.S. in Biological Sciences from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania. Our Board and Nominating Committee believes that Mr. Enright is qualified to serve on our Board due to his experience serving on the board of directors of clinical-stage biotechnology companies and his investment experience in the life sciences industry.
Directors Continuing in Office Until the Company’s 2027 Annual Meeting of Stockholders
Directors Continuing in Office Until the Company’s 2027 Annual Meeting of Stockholders Andrew Cheng, M.D., Ph.D., 58, has served as a member of our Board since May 2017. Dr. Cheng has served as the President and Chief Executive Officer, as well as a director, of Akero Therapeutics, Inc. (Nasdaq: AKRO), a biotechnology company, since September 2018. Dr. Cheng has served as non-executive director for MorphoSys AG (Nasdaq: MOR) from May 2022 until its acquisition in February 2024. From August 2019 to May 2022, Dr. Cheng served as a non-executive director for Arbutus Biopharma Corporation (Nasdaq: ABUS), a biopharmaceutical company. Before joining Akero, Dr. Cheng was at Gilead as Chief Medical Officer from March 2018 to September 2018, Executive Vice President from February 2015 to September 2018, and Senior Vice President from February 2009 to February 2015. From April 2018 to November 2018, Dr. Cheng served on the board of directors of Syntimmune, Inc., a biotechnology company, which was acquired by Alexion Pharmaceuticals Inc. Dr. Cheng holds a B.A. in biology from the Johns Hopkins University and an M.D. and Ph.D. in cellular and molecular biology from Columbia University College of Physicians and Surgeons. He completed his internal medicine residency at UCLA and was board certified in internal medicine. Our Board and Nominating Committee believes that Dr. Cheng is qualified to serve as a member of our Board due to his extensive experience in clinical development across multiple therapeutic areas. Scott Morrison, 67, has served on our Board since April 2020. From 1996 to December 2015, Mr. Morrison was a partner with Ernst & Young LLP, a public accounting firm, where he also served as U.S. Life Sciences Leader from 2002 to December 2015. Mr. Morrison has served on the board of directors of Corvus Pharmaceuticals Inc. (Nasdaq: CRVS), a biopharmaceutical company, since December 2015, IDEAYA Biosciences, Inc. (Nasdaq: IDYA), a biotechnology company, since July 2018, Audentes Therapeutics, Inc., a biotechnology company, from December 2015 through its sale to Astellas Pharma Inc. on January 15, 2021, Global Blood Therapeutics, Inc., a biopharmaceutical company, from December 2015 through its sale to Pfizer on October 4, 2022, Zai Lab Limited (Nasdaq: ZLAB), a biotechnology company, since October 2021, Tarsus Pharmaceuticals, Inc. (Nasdaq: TARS), a biotechnology company, since October 2022 and Escape Bio, Inc., a biotechnology company, from July 2020 to November 2022. Mr. Morrison has also held roles on the boards of directors of numerous other life sciences industry organizations. Mr. Morrison has previously served on the boards of directors of the Life Sciences Foundation, the California Life Sciences Association, the Biotech Institute and the Emerging Companies Section of the Biotechnology Innovation Organization. He holds a B.S. in Business Administration from the University of California, Berkeley and is a certified public accountant (inactive). Our Board and Nominating Committee believes that Mr. Morrison’s 40 years of experience serving life sciences companies and in public accounting as well as many years of governance experience qualifies him to serve on our Board. Christy Oliger, 55, has served as a member of our Board since June 2024. Ms. Oliger currently serves on multiple public company boards, including Karyopharm Therapeutics (Nasdaq: KPTI), a biopharmaceutical company, since August 2020, Replimune Group (Nasdaq: REPL), a biotechnology company, since December 2021 and LAVA Therapeutics (Nasdaq: LVTX), a biopharmaceutical company, since March 2023. She previously served on the boards of Sierra Oncology from June 2021 until its acquisition by GSK in July 2022, Reata Pharmaceuticals from April 2021 until its acquisition by Biogen in June 2023, and RayzeBio from August 2023 until its acquisition by Bristol Myers Squibb in February 2024. In her most recent operational role, Ms. Oliger served as Genentech’s Senior Vice President, Oncology Business Unit Head from 2017 to 2020. During her 20-year tenure at Genentech, she held senior commercial leadership roles across a variety of therapeutic areas, including oncology, neurology, rare disease, respiratory, dermatology, and immunology. In addition, while at Genentech Ms. Oliger held senior R&D roles, including leading the Roche global portfolio management function. Ms. Oliger holds a Bachelor of Arts in Economics from the University of California at Santa Barbara. Our Board and Nominating Committee believes that Ms. Oliger’s experience serving life sciences companies as an execute and as a director qualifies her to serve on our Board.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Marshall Fordyce, M.D. Biographical information regarding Dr. Fordyce is set forth under “Proposal 1: Election of Directors.”
Marshall Fordyce, M.D. Biographical information regarding Dr. Fordyce is set forth under “Proposal 1: Election of Directors.” Robert Brenner, M.D. has served as our Chief Medical Officer since January 2024. He previously served as co-founder and Chief Executive Officer at Cru Bio, a biopharmaceutical company dedicated to developing innovative therapies to address kidney and related diseases, from August 2022 to December 2023. From February 2020 to February 2022, Dr. Brenner worked in healthcare venture capital for 6 Dimensions Capital and he has participated in the incubation and launch of new kidney disease treatment companies in both the United States and China. Prior to joining 6 Dimensions Capital, Dr. Brenner served as CMO at Orionis Biosciences, LLC, a biotechnology company, from December 2015 to September 2018 and EVP of Research and Development at Codiak Biosciences, Inc., a biotechnology company, from September 2018 to March 2019. Dr. Brenner received his B.A. from Johns Hopkins University and his M.D. from Albert Einstein College of Medicine. He completed his medical residency at Brigham and Women’s Hospital and his nephrology fellowship at Stanford University Medical Center. Sean Grant has served as our Chief Financial Officer since July 2021. Mr. Grant previously served as Vice President of Corporate Strategy and Business Development for CareDx, Inc., a biotechnology company, from May 2020 to June 2021. His responsibilities included leading mergers and acquisitions, venture investments and partnerships across diagnostics and therapeutics. Prior to joining CareDx, Mr. Grant served as Vice President in the Investment Banking Healthcare Division at Citigroup Global Capital Markets from July 2015 to March 2020. At Citigroup, Mr. Grant specialized in public and private capital raising as well as mergers and acquisitions for leading life science companies. Mr. Grant received a B.A. in Government and International Politics from George Mason University and an M.B.A. from the Johns Hopkins University Carey Business School. Jason Carter has served as our Chief Legal Officer since November 2024. Mr. Carter recently served as Global Head of Legal & General Counsel of Kite Pharma, Inc. (a biopharmaceutical company acquired by Gilead), a position he held from June 2020 to December 2023, where he led the global legal and compliance functions. Mr. Carter served as an Assistant General Counsel for Daiichi Sankyo, Company, Limited, a biopharmaceutical company, from November 2017 to May 2020, where he supported the oncology research and development department and the global antibody drug conjugate. Prior to that, Mr. Carter worked as a consultant for a number of different biopharmaceutical companies. Before his time as a consultant, he worked as General Counsel for G&W Laboratories, Inc. and as Global Head of Legal Transactions, Rare Diseases and Immunology for Novartis A.G. Mr. Carter received his B.A. from Temple University and his J.D. from the University of Wisconsin – Madison Law School. David Johnson has served as our Chief Operating Officer since July 2024. He previously served as Chief Commercial Officer of Global Blood Therapeutics (a biotechnology company acquired by Pfizer Inc.), a position he held from March 2018 to December 2022, where he led the global commercial functions and facilitated the launch of Oxbryta® in 2019. Previously, Mr. Johnson was employed by Gilead from 2003 to 2018, where he held roles of increasing responsibility in the company’s commercial organization, including as vice president, sales and marketing, Liver Disease Business Unit, where he was instrumental in building and leading Gilead’s liver disease franchise, including launching four medicines for hepatitis. Prior to that, Mr. Johnson led the Antiviral Business Unit at Gilead, where he helped launch and oversee the HIV franchise. Before Gilead, he had an eleven-year tenure at GlaxoSmithKline, a biopharmaceutical company, where he held various positions in sales, product marketing, business development, global commercial strategy, and portfolio development. Mr. Johnson has served on the board of Caribou Biosciences, Inc. (Nasdaq: CRBU), a biopharmaceutical company, since May 2022. Mr. Johnson received his B.A. in Business Marketing from the University of Puget Sound and his M.B.A. from the Kenan-Flagler Business School at the University of North Carolina. William Turner has served as our Chief Development Officer since January 2024. He previously served as Chief Regulatory and Technical Operations Officer at Sierra Oncology, Inc., a biopharmaceutical company, from August 2020 to March 2023. Mr. Turner has also served as a Principal Consultant for BiopharmBridge, LLC, a biotechnology company, since April 2020. Mr. Turner held roles of increasing responsibility at Aimmune from January 2016 to April 2020, most recently serving as Senior Vice President of Technical Operations and Regulatory Sciences from July 2018 to April 2020. From July 2013 to January 2016, Mr. Turner served as Principal Consultant at Turner Regulatory Solutions, LLC, a regulatory consulting firm. Mr. Turner holds a B.S. in Medical Microbiology with a minor in Chemistry from California State University at Long Beach.
Executive Compensation Practices
| What We Do: | | What We Do Not Do: | | | ✔ | Performance metrics tied to company performance. The performance metrics for our annual executive bonus plan are tied to company performance, aligning the interests of our executives with those of our stockholders. | ✘ | No tax gross-ups. None of our compensation agreements and arrangements provides for tax “gross-ups.” | | ✔ | Multi-year vesting requirements. The equity awards we grant to our executive officers generally vest over multi-year periods, consistent with current market practice and our retention objectives. | ✘ | No special perquisites. We generally do not provide our executives with perquisites or other personal benefits that differ materially from those available to employees generally. | | ✔ | Double-trigger termination rights. Our agreements with our executive officers require both a change-in-control and a termination of employment for full severance benefits, including any equity acceleration, to be triggered. | ✘ | No retirement plans other than 401(k). We do not provide any pension or other retirement benefits to our executive officers, except that we offer all employees the right to participate in a company-sponsored 401(k) plan under which we make matching contributions of up to $3,000 per employee per year. | | ✔ | Independent compensation committee. Our compensation committee comprises solely independent members of our Board. | ✘ | No special health or welfare benefits. We do not provide our executives with any special health or welfare benefits. Our executive officers participate in the same broad-based company-sponsored health and welfare benefits programs made available to our other full-time, salaried employees. | | ✔ | Independent compensation consultant. Our compensation committee uses an independent compensation consultant that provides no other material services to the company. | ✘ | Hedging, short selling and pledging prohibited. Our insider trading policy prohibits our executive officers and directors from hedging, short-selling or pledging our securities. |
Competitive Market Review
Competitive Market Review As described above, during 2024, the Compensation Committee engaged Alpine as its compensation consultant. As part of its engagement, the Compensation Committee requested that Alpine develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for purposes of developing recommendations that were presented to the Compensation Committee for its consideration. In developing our peer group for 2024, the criteria used to identify the peer companies were business focus (i.e., companies with a similar therapeutic focus and patient population), market capitalization, headcount, and location. The 18 companies selected for our peer group for 2024 are listed below.
Competitive Market Review
| Aclaris Therapeutics (ACRS) | AnaptysBio (ANAB) | Phantom Pharmaceuticals (PHAT) | | Akero Therapeutics (AKRO) | Arcellx (ACLX) | Pliant Therapeutics (PLRX) | | Allakos (ALLK) | Cogent Biosciences (COGT) | RAPT Therapeutics (RAPT) | | Allogene Therapeutics (ALLO) | Crinetics Pharmaceuticals (CRNX) | Syndax Pharmaceuticals (SNDX) | | AlloVir (ALVR) | CymaBay Therapeutics (CBAY) | Terns Pharmaceuticals (TERN) | | Alpine Immune Sciences (ALPN) | IDEAYA Biosciences (IDYA) | Ventyx Biosciences (VTYX) |
Executive Compensation Elements
| • | providing incentives that reward the achievement of performance goals; and |
Cash Incentive Compensation
Cash Incentive Compensation In addition to base salaries, our named executive officers are eligible to receive annual performance-based cash compensation designed to provide appropriate incentives to our executive officers to achieve pre-established annual corporate objectives and key results and to reward them for individual achievement towards these objectives and key results. The annual performance-based cash compensation each named executive officer is eligible to receive is generally based on the extent to which we achieve our corporate objectives and key results established by our Board each year. At the end of the year, our Compensation Committee reviews our performance against our corporate objectives and key results and approves, or recommends to our full Board that it approve, cash payouts based on achievement of our corporate objectives and key results, subject, in each case, to the named executive officer’s continued employment with us through the payment date of such amount. The Compensation Committee has generally considered each named executive officer’s individual contributions towards reaching our annual corporate objectives and key results but does not typically establish specific individual goals for our named executive officers. There is no minimum payout percentage or amount established for our named executive officers and, thus, the payment amounts vary from year to year based on corporate and individual performance, in each case pursuant to the terms of our named executive officer’s offer letter described below. For 2024, Dr. Fordyce’s, and Dr. Brenner’s target performance bonuses were 55% and 40%, respectively, of their respective base salaries. For 2024, annual cash incentives were based on the achievement of various clinical and operational metrics related to advancing the atacicept IgAN Phase 3 clinical program (70% weighting), advancing atacicept manufacturing development for commercial readiness (20% weighting), and increasing awareness of BAFF-APRIL in disease pathophysiology and clinical data (10% weighting). In December 2024, the Compensation Committee reviewed the Company’s achievements against our 2024 corporate goals, including exceeding atacicept advancement goals related to fundraising and enrollment. Based on this review, the Compensation Committee recommended that the Board determine, and the Board subsequently approved payment of the cash incentives at 120% of target level based on the Company’s level of achievement of such metrics. Mr. Carter was not eligible for an annual cash incentive for 2024 pursuant to the terms of his offer letter. As a result, our named executive officers were awarded the following cash incentive payments for 2024:
Cash Incentive Compensation
| Name | 2024 Cash Incentive Compensation | | Marshall Fordyce, M.D. | $409,200 | | Jason Carter(1) | $— | | Robert Brenner, M.D. | $229,138 |
Cash Incentive Compensation
| (1) Mr. Carter commenced employment with us in November 2024 and was not eligible for an annual cash incentive for 2024 pursuant to the terms of his offer letter. |
Cash Incentive Compensation
Mr. Carter and Dr. Brenner each received a sign-on bonus in connection with the commencement of their respective employment with the Company – these amounts are reflected in the “Bonus” column in the Summary Compensation Table below.
Equity Compensation
Equity Compensation We use equity awards to motivate our executive officers, including the named executive officers, to increase the long-term value of our common stock and, thereby, to align the interests of our executive officers with those of our stockholders. These equity awards are intended to further our success by ensuring that sustainable value creation is a key factor in our executive officers’ management of our business. The size and form of these equity awards are determined by the Compensation Committee in its discretion. As described below, in 2024, we granted equity awards in the form of stock options and RSUs to our executive officers as part of our long-term incentive compensation program. The target vehicle mix for our executive officers for 2024 was 65% options and 35% RSUs, a shift from 100% options prior to 2024, reflecting changes to our stock price and our goal of managing dilution. Stock Options The Compensation Committee uses stock options as a key tool in serving to align the interests of our executive officers and our stockholders. Stock options are inherently performance based, and automatically link executive pay to stockholder return, as the value realized, if any, by the executive from an award of stock options, is dependent upon, and directly proportionate to, appreciation in stock price. Executives will only receive value from the stock option awards if the price of the stock increases above the stock price at time of grant, and remains above as the stock options continue to vest. Stock options also do not have downside protection, and the awards will not provide value to the holder when the stock price is below the exercise price. Restricted Stock Units The Compensation Committee uses RSUs in addition to stock options, as they are complementary to stock options and encourage alignment with stockholders' interests, while also reinforcing an ownership culture and ensuring adequate retention of our executive team. In January 2024, the Compensation Committee approved the following equity grants to our named executive officers as part of our annual executive compensation review process. The stock options vest monthly over a period of four years, subject to the recipient’s continued service to us through each vesting date, and the RSUs vest in four equal annual installments on a pre-specified vesting date, subject to the recipient’s continued service to us through each vesting date.
Equity Compensation
| Name | Stock Option Grant (#) | RSU Grant (#) | | Marshall Fordyce, M.D. | 292,500 | 78,750 | | Jason Carter(1) | — | — | | Robert Brenner, M.D.(1) | — | — |
Equity Compensation
| (1) Mr. Carter and Dr. Brenner each commenced employment with us in 2024 and their equity compensation for 2024 was in the form of individually negotiated new hire awards made as an inducement material to each such officer entering into employment with us. The Compensation Committee has reviewed market data and believes these awards were in line with grants made in similar hiring situations by similarly situated companies. |
Summary Compensation Table
Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the years indicated below.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Marshall Fordyce, M.D. President and Chief Executive Officer | 2024 | 616,250 | — | 1,323,000 | 3,299,751 | 409,200 | — | 5,648,201 | | | 2023 | 585,638 | 32,450 | — | 2,519,595 | 292,050 | — | 3,429,733 | | Jason Carter Chief Legal Officer(6) | 2024 | 58,750 | 21,700 | 2,374,930 | 3,194,543 | — | — | 5,649,923 | | Robert Brenner, M.D.(7) Chief Medical Officer | 2024 | 476,615 | 120,000 | — | 3,627,050 | 229,138 | 3,000 | 4,445,802 |
Summary Compensation Table
| (1) Represents a cash sign-on bonus paid to each of Mr. Carter and Dr. Brenner in connection with each of their appointments as our Chief Legal Officer and Chief Medical Officer, respectively. Mr. Carter’s sign-on bonus is conditioned upon continuous service for one year from his start date, such that if his employment terminates prior to the one-year anniversary of his start date, Mr. Carter would be required to repay the gross amount of the sign-on bonus to the Company. Mr. Brenner’s sign-on bonus is conditioned upon continuous service for two years from his start date, such that if his employment terminates for any reason other than the Company’s termination of his employment for cause or his resignation without good reason prior to the two-year anniversary of his start date, Mr. Brenner would be required to repay the after-tax amount of the sign-on bonus to the Company. |
Summary Compensation Table
| (2) The dollar amounts in this column reflect the aggregate grant date fair value of RSUs granted during the indicated fiscal year computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Committee (“ASC”) Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of each equity award is measured based on the closing price of our Class A common stock on the date of grant. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. |
Summary Compensation Table
| (3) The amounts disclosed represent the aggregate grant date fair value of the option awards granted to our named executive officers during fiscal year 2024 under our 2021 Plan and 2024 Inducement Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 8 to our audited financial statements included within our Annual Report on Form 10-K for the year ended December 31, 2024. This amount does not reflect the actual economic value that may be realized by the named executive officer. |
Summary Compensation Table
| (4) The amounts disclosed represent cash incentive compensation earned in 2024, but paid in the beginning of 2025. |
Summary Compensation Table
| (5) The amount shown in this column represent matching payments under our 401(k) Plan, a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended. |
Summary Compensation Table
| (6) Mr. Carter joined the Company in November 2024. |
Summary Compensation Table
| (7) Dr. Brenner joined the Company in January 2024. |
Pension Benefits
Pension Benefits Our named executive officers did not participate in, or otherwise receive any benefits under, any defined benefit pension sponsored by us during the fiscal year ended December 31, 2024.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table presents the outstanding equity awards held by each named executive officer as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards(1) | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price Per Share ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | | Marshall Fordyce, M.D. | 12/16/2020(4) | 626,551 | — | 2.90 | 12/15/2030 | — | — | | | 05/13/2021(5) | 98,575 | 11,463 | 11.00 | 05/12/2031 | — | — | | | 02/16/2022(6) | 124,775 | 51,379 | 20.94 | 02/15/2032 | — | — | | | 02/15/2023(7) | 206,250 | 243,750 | 7.87 | 02/14/2033 | — | — | | | 01/16/2024(8) | — | — | — | — | 78,750 | 3,330,338 | | | 01/16/2024(9) | 67,031 | 225,469 | 16.80 | 01/15/2034 | — | — | | Jason Carter | 11/18/2024(10) | — | — | — | — | 53,000 | 2,241,370 | | | 11/18/2024(11) | — | 108,000 | 44.81 | 11/17/2034 | — | — | | Robert Brenner, M.D. | 01/03/2024(12) | — | 350,000 | 15.36 | 01/02/2034 | — | — |
Outstanding Equity Awards at Fiscal Year End
| (1) All of the option awards granted prior to May 13, 2021 were granted under the Company’s 2017 Equity Incentive Plan (“2017 Plan”). All of the option and stock awards granted on or subsequent to May 13, 2021 were granted under the 2021 Equity Incentive Plan (“2021 Plan”) or under the 2024 Inducement Plan (“Inducement Plan”). |
Outstanding Equity Awards at Fiscal Year End
| (2) Awards in this column consist of RSU awards that were unvested as of December 31, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (3) Amounts in this column represent the market value of the RSU awards that were unvested as of December 31, 2024. The market value is calculated by multiplying the number of shares underlying the RSU award shown in the table by $42.29, the closing price of our Class A common stock on December 31, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (4) Fully vested. |
Outstanding Equity Awards at Fiscal Year End
| (5) One-fourth of the shares subject to the option award vested on May 13, 2022, and the remaining shares subject to the option award vest in 36 substantially equal monthly installments thereafter, subject to continuous service to us through each vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (6) One-forty-eighth of the shares subject to the option award vest each month after February 16, 2022, subject to continuous service to us through each vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (7) One-forty-eighth of the shares subject to the option award vest each month after February 15, 2023, subject to continuous service to us through each vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (8) One-fourth of the total RSUs will vest on each of February 20, 2025, 2026, 2027 and 2028, subject to continuous service to us through each vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (9) One-forty-eighth of the shares subject to the option award vest each month after January 16, 2024, subject to continued service to us through each vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (10) One-fourth of the total RSUs will vest on November 20, 2025, 2026, 2027 and 2028 subject to continuous service to us through each vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (11) One-fourth of the shares subject to the option will vest on November 18, 2025, and the remaining shares subject to the award vest in 36 substantially equal monthly installments thereafter, subject to continuous service to us through each vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (12) One-fourth of the shares subject to the option award vested on January 3, 2025, and the remaining shares subject to the award vest in 36 substantially equal monthly installments thereafter, subject to continuous service to us through each vesting date. |
Outstanding Equity Awards at Fiscal Year End
Options held by certain of our named executive officers are eligible for accelerated vesting under specified circumstances. Please see the subsection titled “–Potential Payments Upon Termination or Change of Control” below for a description of such potential acceleration.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control Dr. Fordyce. Pursuant to Dr. Fordyce’s amended and restated offer letter, if (a) his employment is terminated without cause (as defined below), and other than as a result of his death or disability, or (b) he resigns for good reason (as defined below), then in addition to any amounts accrued and payable under the terms of our benefit plans through the date of termination, Dr. Fordyce will be entitled to receive severance in the form of 12 months of his then-current base salary, such amount to be paid in equal installments over a 12-month period after the date of termination, subject to applicable taxes and withholding, as well as up to 12 months of COBRA coverage. These severance benefits are conditioned upon Dr. Fordyce continuing to comply with his obligations under his proprietary information agreement and his delivery of a general release of claims in favor of us that becomes effective and irrevocable within 21 days of the date of termination. Further, if within the three-month period immediately prior to or 12-month period that immediately follows a change of control (as defined below) Dr. Fordyce’s employment is terminated without cause or he resigns for good reason, then (a) 100% of his then-unvested equity grants shall accelerate and become fully vested as of the termination date, (b) the amount of his cash severance and COBRA severance described above shall be increased from 12 months to 18 months and (c) he shall receive additional cash severance in an amount equal to his target annual bonus for the year of such termination, to be paid in a single lump sum within 10 business days after the effective date of his release. Mr. Carter. Pursuant to Mr. Carter’s offer letter, if (a) his employment is terminated without cause (as defined below), and other than as a result of his death or disability, or (b) he resigns for good reason (as defined below), then in addition to any amounts accrued and payable under the terms of our benefit plans through the date of termination, Mr. Carter will be entitled to receive severance in the form of nine months of his then-current base salary, such amount to be paid in installments on the ordinary payroll dates, subject to applicable taxes and withholding, as well as up to nine months of COBRA coverage. These severance benefits are conditioned upon Mr. Carter continuing to comply with his obligations under his proprietary information agreement and his delivery of a general release of claims in favor of us that becomes effective and irrevocable within 21 days of the date of termination. Further, if within the three-month period immediately prior to or 12-month period that immediately follows a change of control (as defined below) Mr. Carter’s employment is terminated without cause or he resigns for good reason, then (a) 100% of his then-unvested equity grants shall accelerate and become fully vested as of the termination date, (b) the amount of his cash severance and COBRA severance described above shall be increased from nine months to 12 months and (c) he shall receive additional cash severance in an amount equal to his target annual bonus for the year of such termination, to be paid in a single lump sum within 10 business days after the effective date of his release. Dr. Brenner. Pursuant to Dr. Brenner’s offer letter, if (a) his employment is terminated without cause (as defined below), and other than as a result of his death or disability, or (b) he resigns for good reason (as defined below), then in addition to any amounts accrued and payable under the terms of our benefit plans through the date of termination, Dr. Brenner will be entitled to receive severance in the form of nine months of his then-current base salary, such amount to be paid in installments on the ordinary payroll dates, subject to applicable taxes and withholding, as well as up to nine months of COBRA coverage. These severance benefits are conditioned upon Dr. Brenner continuing to comply with his obligations under his proprietary information agreement and his delivery of a general release of claims in favor of us that becomes effective and irrevocable within 21 days of the date of termination. Further, if within the three-month period immediately prior to or 12-month period that immediately follows a change of control (as defined below) Dr. Brenner’s employment is terminated without cause or he resigns for good reason, then (a) 100% of his then-unvested equity grants shall accelerate and become fully vested as of the termination date, (b) the amount of his cash severance and COBRA severance described above shall be increased from nine months to 12 months and (c) he shall receive additional cash severance in an amount equal to his target annual bonus for the year of such termination, to be paid in a single lump sum within 10 business days after the effective date of his release. For the purposes of Dr. Fordyce’s, Mr. Grant and Dr. Brenner’s severance benefits, the following definitions apply:
Potential Payments Upon Termination or Change of Control
| • | “cause” means (a) the officer’s commission or conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; (b) the officer’s commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against us; (c) willful and material breach of the officer’s duties to us; (d) willful damage to any of our property; (e) willful misconduct, or other willful violation of our policy that causes harm; or (f) the officer’s material violation of any written and fully executed contract or agreement between us and the officer, including without limitation, material breach of agreements relating to non-solicitation, nondisclosure and/or assignment of inventions, or material breach of any company policy, or of any statutory duty officer owes to us; provided, however, that in the event of clause (f) above, we are required to provide written notice of such alleged violation and breach, and the officer will have 30 days from receipt of such notice to cure. For purposes of this definition of cause, no act, or failure to act, on the officer’s part shall be considered “willful” unless it is done, or omitted to be done, by the officer intentionally and without reasonable belief that the officer’s action or omission was in the best interests of the company. |
Potential Payments Upon Termination or Change of Control
| • | “change of control” means (a) any consolidation or merger of the company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the company immediately prior to such consolidation, merger or reorganization, continue to hold a majority of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (b) any transaction or series of related transactions to which the company is a party in which in excess of 50% of our voting power is transferred; provided that the foregoing shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by us or our indebtedness is cancelled or converted or a combination thereof; or (c) a sale, lease, exclusive license or other disposition of all or substantially all of our assets. |
Potential Payments Upon Termination or Change of Control
| • | “good reason” means any of the following actions, if taken by us without the officer’s prior written consent: (a) a material reduction in the officer’s base salary, which we and the officer agree is a reduction of at least 10% of the officer’s base salary (unless pursuant to a salary reduction program applicable generally to our similarly situated employees); (b) a material reduction in the officer’s duties (including responsibilities and/or authorities) (with respect to Dr. Fordyce, as our President and Chief Executive Officer), provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless the officer’s new duties are materially reduced from the prior duties; (c) relocation of the officer’s principal place of employment to a place that increases the officer’s one-way commute by more than 50 miles as compared to the officer’s then-current principal place of employment immediately prior to such relocation, provided that if the officer works remotely during any period in which the officer’s regular principal place of business at a company office is closed, then neither the officer’s relocation to remote work or back to the office from remote work will be considered a relocation from the officer’s principal place of employment for the purposes of this definition; or, solely with respect to Dr. Fordyce, (d) prior to a change of control, no longer being a member of our Board or reporting to our Board as Chief Executive Officer. In order to resign for good reason, the officer must provide written notice to our Board, or with respect to Mr. Carter and Dr. Brenner, our Chief Executive Officer, within 30 days after each occurrence of the event giving rise to good reason setting forth the basis for such officer’s resignation, allow us at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, such officer must resign from all positions the officer then holds with the company not later than 30 days after the expiration of the cure period. |
Pay versus Performance
Pay versus Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer pay and the Compensation Committee did not consider the disclosure below in making its pay decisions for any of the years shown. For further information regarding our compensation, refer to “Executive Compensation.”
Required Tabular Disclosure of Pay Versus Performance
Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (or “CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals for the fiscal years listed below.
Required Tabular Disclosure of Pay Versus Performance
| Year | Summary Compensation Table Total for our PEO(1)(2) ($) | Compensation Actually Paid to PEO(1)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) ($) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return (“TSR”)(4) ($) | Net Income (Loss) (in thousands)(5) ($) | | 2024 | 5,648,201 | 31,241,665 | 5,047,863 | 8,683,305 | 218.55 | (152,148) | | 2023 | 3,429,733 | 1,986,784 | 1,391,247 | 1,437,499 | 79.48 | (95,990) |
Required Tabular Disclosure of Pay Versus Performance
| (1) The following individuals are our PEO and other Non-PEO NEOs for each fiscal year: |
Required Tabular Disclosure of Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2024 | Marshall Fordyce, M.D. | Robert Brenner Jason Carter | | 2023 | Marshall Fordyce, M.D. | Sean Grant Cecilia Lin, M.D. |
Required Tabular Disclosure of Pay Versus Performance
| (2) Represents the amount of total compensation reported for Marshall Fordyce, M.D. (our Chief Executive Officer) and the average total compensation for our Non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
Required Tabular Disclosure of Pay Versus Performance
| (3) Represents the amount of CAP to Marshall Fordyce, M.D. and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation amounts reported in the Summary Compensation Table for each fiscal year to determine the CAP: |
Required Tabular Disclosure of Pay Versus Performance
| Year | NEOs | Summary Compensation Table Total Compensation ($) | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY* ($) | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End* ($) | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End* ($) | Add: Vesting Date Fair Value of Awards Granted in Applicable FY that Vested During Applicable FY* ($) | Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY* ($) | CAP ($) | | 2024 | PEO | 5,648,201 | (4,622,751) | 10,534,255 | 6,681,577 | 2,107,029 | 10,893,354 | 31,241,665 | | | Average Non-PEO NEOs | 5,047,863 | (4,598,262) | 8,233,704 | — | — | — | 8,683,305 | | 2023 | PEO | 3,429,733 | (2,519,595) | 4,152,563 | (1,592,727) | 897,375 | (2,380,565) | 1,986,784 | | | Average Non-PEO NEOs | 1,391,247 | (839,865) | 1,384,194 | (381,121) | 299,120 | (416,075) | 1,437,499 |
Required Tabular Disclosure of Pay Versus Performance
| * In calculating the CAP amounts, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with ASC 718 and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Required Tabular Disclosure of Pay Versus Performance
| (4) For the relevant fiscal year, the TSR reflected in this column represents the cumulative TSR of our common stock at the end of each fiscal year. In each case, we assume an initial investment of $100 on December 31, 2022. |
Required Tabular Disclosure of Pay Versus Performance
| (5) The dollar amounts reported represent the amount of Net Income (Loss) reflected in the Company’s audited financial statements for the applicable year. |
Director Compensation
Director Compensation The following table sets forth in summary form information concerning the compensation that we paid or awarded during the year ended December 31, 2024 to each of our non-employee directors who served on our Board during 2024:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($)(3)(4) | Total ($) | | Michael Morrissey, Ph.D. | 85,000 | 386,589 | — | 471,589 | | Andrew Cheng, M.D., Ph.D. | 51,000 | 386,589 | — | 437,589 | | Patrick Enright | 52,000 | 386,589 | — | 438,589 | | Kimball Hall | 46,000 | 386,589 | — | 432,589 | | Maha Katabi, Ph.D. | 50,000 | 386,589 | — | 436,589 | | Scott Morrison | 60,000 | 386,589 | — | 446,589 | | Christy Oliger | 25,467 | 634,928 | 115,000 | 775,394 | | Beth Seidenberg, M.D. | 50,000 | 386,589 | — | 436,589 |
Director Compensation
| (1) The amounts disclosed represent the aggregate grant date fair value of the stock options granted to our non-employee directors during 2024 under our 2021 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 8 to our audited financial statements for the year ended December 31, 2024. This amount does not reflect the actual economic value that may be realized by the non-employee director. |
Director Compensation
| (2) The aggregate number of shares underlying outstanding options to purchase our Class A common stock held by our non-employee directors as of December 31, 2024 was 639,154, as follows: 74,000 by Dr. Morrissey; 122,893 by Dr. Cheng; 53,850 by Mr. Enright; 63,775 by Ms. Hall; 53,850 by Dr. Katabi; 122,893 by Mr. Morrison; 25,000 by Ms. Oliger; and 122,893 by Dr. Seidenberg. |
Director Compensation
| (3) The amount disclosed represents the aggregate grant date fair value of the RSUs granted in 2024 to Ms. Oliger for consulting services under our 2021 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs are set forth in Note 8 to our audited financial statements for the year ended December 31, 2024. This amount does not reflect the actual economic value that may be realized by the non-employee director. |
Director Compensation
| (4) The aggregate number of shares underlying RSUs held by our non-employee directors as of December 31, 2024 was 2,987, all of which were held by Ms. Oliger. |
Director Compensation
We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. Marshall Fordyce, M.D., our President and Chief Executive Officer, was also a director as of December 31, 2024, but did not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Dr. Fordyce. During the year ended December 31, 2024, each of the following individuals served on our Board as non-employee directors: Michael Morrissey, Ph.D., Andrew Cheng, M.D., Ph.D., Patrick Enright, Kimball Hall, Maha Katabi, Ph.D., Scott Morrison, Christy Oliger and Beth Seidenberg, M.D. Other than as set forth above, none of our non-employee directors earned any compensation in the year ended December 31, 2024 or held any equity awards as of December 31, 2024. Our Board adopted a non-employee director compensation policy in May 2021 that is applicable to all of our non-employee directors. Under our non-employee director compensation policy in effect as of January 1, 2024 each non-employee director will receive the following compensation for service on our Board:
Director Compensation
| • | an annual cash retainer of $40,000; and an additional annual cash retainer of $30,000 for services as non-executive chair of our Board (the “Chair Retainer”); |
Director Compensation
| • | an additional annual cash retainer of $10,000, $6,000 and $5,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating Committee, respectively (the “Committee Member Retainer”); |
Director Compensation
| • | an additional annual cash retainer of $10,000, $6,000 and $5,000 for service as chair of the Audit Committee, Compensation Committee and the Nominating Committee, respectively (the “Committee Chair Retainer”); |
Director Compensation
| • | an initial option grant to purchase 40,000 shares of our Class A common stock on the date of each such non-employee director’s appointment to our Board (the “Initial Grant”); and |
Director Compensation
| • | an annual option grant to purchase 20,000 shares of our Class A common stock on the date of each of our annual stockholder meetings (the “Annual Grant”), for non-employee directors who joined our Board no later than February 28 of the year in which the stockholders meeting is held. |
Director Compensation
On May 2, 2024, the Board amended the non-employee director compensation policy, effective as of May 2, 2024, to reduce the size of the Initial Grant and Annual Grant as set forth below:
Director Compensation
| • | the Initial Grant was amended to provide for the lesser of (i) 25,000 shares of our Class A common stock and (ii) the maximum number of shares of our Class A common stock that would result in the option having a grant-date fair value of not more than $700,000, on the date of each such non-employee director’s appointment to our Board; and |
Director Compensation
| • | the Annual Grant was amended to provide for the lesser of (i) 14,000 shares of our Class A common stock and (ii) the maximum number of shares of our Class A common stock that would result in the option having a grant-date fair value of not more than $400,000, on the date of each of our annual stockholder meetings, for non-employee directors who joined our Board no later than February 28 of the year in which the stockholders meeting is held. |
Director Compensation
The grants made to non-employee directors in 2024 were made pursuant to this policy. On December 9, 2024, the Board further amended the non-employee director compensation policy, which became effective January 1, 2025, to increase certain annual cash retainers (each of which are in addition to the annual cash retainer of $40,000 for service as member of the Board), as set forth below:
Director Compensation
| • | the Chair Retainer was increased to $35,000; |
Director Compensation
| • | the Committee Member Retainer for service as a member of the Compensation Committee was increased to $7,500; and |
Director Compensation
| • | the Committee Chair Retainer for service as chair of the Compensation Committee was increased to $7,500. |
Director Compensation
Each of the option grants described above will be granted under our 2021 Plan. Each initial option grant will vest monthly over a three-year period subject to the director’s continuous service to us. Each annual option grant will vest subject to the director’s continuous service to us through the earlier of the first anniversary of the date of grant or the next annual stockholder meeting. Notwithstanding the foregoing, in the event there is a change in control (as defined in the 2021 Plan) all of the option grants will accelerate and become fully vested subject to such non-employee director’s continuous service with us through such change in control. The term of each option will be 10 years, subject to earlier termination as provided in the 2021 Plan.
Employment Agreements and Stock Option Grants to Directors and Executive Officers
Employment Agreements and Stock Option Grants to Directors and Executive Officers We have entered into employment agreements with certain of our named executive officers, and granted stock options to our named executive officers and certain of our directors, as more fully described in the sections titled “Executive Compensation” and “Director Compensation.”