DEF 14A of Pulmonx Corp
Filed Apr 8, 2025 · FY20240001140361-25-012814
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board of Directors presently has eight members. Currently, we have two directors in Class I, three directors in Class II and three directors in Class III, each serving a staggered three-year term. There are three directors in Class II whose term of office expires in 2025, all of whom are standing for election at the Annual Meeting: Richard M. Ferrari, Daniel P. Florin, and Steven S. Williamson. Mr. Ferrari has served as a member of our Board of Directors since December 2007, Mr. Florin has served as a member of our Board of Directors since January 2020. Mr. Williamson has not previously been elected by our stockholders and was appointed as our Chief Executive Officer and as a member of our Board of Directors, each effective March 2024. If elected at the Annual Meeting, Messrs. Ferrari, Florin, and Williamson would serve until the 2028 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Directors are elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy and entitled to vote on the election of directors. Accordingly, the nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees named below. If any of the nominees become unavailable for election as a result of an unexpected occurrence, the Board of Directors may designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee, unless the Board of Directors chooses to reduce the number of directors serving on the Board of Directors. Messrs. Ferrari, Florin, and Williamson have each consented to being named as nominees in this Proxy Statement and have agreed to serve if elected. We have no reason to believe that Messrs. Ferrari, Florin, and Williamson will be unable to serve if elected. The following is a brief biography of the Class II director nominees standing for election at the Annual Meeting and each of our Class I and Class III directors continuing to serve on the Board of Directors, including their respective ages, as of March 31, 2025. Each biography includes information regarding the specific experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee and the Board of Directors to determine that the applicable nominee, and each current director, should serve as a member of the Board of Directors.
Class II Director Nominees for Election for a Three-year Term Expiring at the 2028 Annual Meeting of Stockholders
Class II Director Nominees for Election for a Three-year Term Expiring at the 2028 Annual Meeting of Stockholders Richard M. Ferrari, age 71, has served on our Board of Directors since February 2007. Mr. Ferrari is the Co-Founder of De Novo Ventures, a healthcare investment firm dedicated to medical devices and bio-technology, and has served as a Managing Director since 2000. Mr. Ferrari also serves as a faculty member of the Stanford Biodesign Emerging Entrepreneurs Forum. From October 1995 to May 1999, Mr. Ferrari co-founded and served as the Chief Executive Officer of CardioThoracic Systems, Inc., a manufacturer of products and systems for minimally invasive cardiac surgery. From January 1990 to June 1995, Mr. Ferrari served as the CEO of Cardiovascular Imaging Systems, a developer of ultrasound imaging. Mr. Ferrari has served on the board of directors of HeartBeam, Inc. since December 2019 and as Executive Chairman since June 2021. Mr. Ferrari also serves as the Executive Chairman and a member of the board of directors of Tenon Medical, Inc. Mr. Ferrari is Executive Chairman of the Board for Retriever Medical Inc.; Vice Chairman of the Board for Advanced Bifurcation Systems Inc.; and a board member of several other private medical device companies. Mr. Ferrari holds a B.S. from Ashland University and an M.B.A. from the University of South Florida. We believe that Mr. Ferrari is qualified to serve as a member of our Board because of his technical knowledge, extensive leadership experience at medical technology companies and the historical knowledge and continuity he brings to our Board. Daniel P. Florin, age 60, has served as a member of our Board since January 2020. Mr. Florin has served as Chief Executive Officer of Catholic Charities Diocese of Fort Wayne-South Bend, Indiana since February 2022. From July 2019 to March 2020, Mr. Florin served as Executive Vice President of Zimmer Biomet Holdings Inc., a medical device company. From June 2015 to July 2019, Mr. Florin served as Zimmer Biomet’s Executive Vice President and Chief Financial Officer. From July 2017 to December 2017, Mr. Florin served as Zimmer Biomet’s Interim Chief Executive Officer. From June 2007 to June 2015, Mr. Florin served as Senior Vice President and Chief Financial Officer at Biomet, Inc. (prior to Biomet’s merger with Zimmer). From January 2001 to May 2007, Mr. Florin served as Vice President and Corporate Controller of Boston Scientific Corporation. Mr. Florin served as a board member at AtriCure, Inc. from December 2019 to May 2022. Mr. Florin holds a B.A. with a concentration in Accounting from the University of Notre Dame and an M.B.A. from Boston University. We believe that Mr. Florin is qualified to serve as a member of our Board because of his extensive experience in the medical device industry as well as his leadership experience and public company background in accounting and finance. Steven S. Williamson, age 52, has served as our President, Chief Executive Officer and as a member of our Board since March 2024. From November 2020 until February 2024, Mr. Williamson served as the Chief Commercial Officer of Outset Medical, Inc., a medical technology company pioneering a first-of-its-kind technology to reduce the cost and complexity of dialysis. From August 2012 to November 2020, he served in various capacities at C.R. Bard, a global medical device company, through its acquisition by Becton, Dickinson and Company (“BD”), a global medical technology company, in 2017, most recently serving as the Worldwide President for the Peripheral Intervention business unit of BD until October of 2020. From May 2003 to August 2012, he was at Novacept Inc. prior to its acquisition by Cytyc Corporation in March 2004, then he held various positions at Hologic, Inc., after its acquisition of Cytyc, most recently serving as Senior Vice President and General Manager of the GYN Surgical Products Business. Mr. Williamson has also served on the board of directors of Tuvali Therapeutics, Inc. since June 2020. Mr. Williamson received his B.B.A. from the University of Massachusetts, Amherst, and an M.B.A. from Bentley College. We believe that Mr. Williamson is qualified to serve as a member of our Board because of his extensive experience in the medical device industry, his position as our CEO, and his knowledge about our Company. OUR BOARD RECOMMENDS A VOTE “FOR” EACH NOMINEE.
Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Glendon E. French, age 63, has served as a member of our Board since December 2014. Mr. French previously served as our President and Chief Executive Officer from December 2014 to March 2024 and as Senior Advisor to our President and Chief Executive Officer from March 2024 to May 2024. From January 2014 to November 2014, Mr. French served as Chief Executive Officer and as a director of ApniCure, a medical device company. From October 2010 to December 2012, Mr. French served as President, Pulmonary Endoscopy for Boston Scientific Corporation, a medical device company. From December 2003 to October 2010, Mr. French served as President and Chief Executive Officer and as a director of Asthmatx, Inc., a medical device company. In addition to serving on our Board of Directors, Mr. French has served on the board of directors of Myka Labs, Inc. since July 2024, the board of directors of CoLabs, Inc. since January 2025, and the board of directors of EDAP TMS S.A. since February 2025. Mr. French served as the Executive Chairman of the board of directors of Levita Magnetics International Corp., a medical device company, from August 2013 to January 2022. Mr. French holds a B.A. in History from Dartmouth College and an M.B.A. from the Wharton School at the University of Pennsylvania. We believe that Mr. French is qualified to serve as a member of our Board because of his extensive leadership experience and knowledge of the medical device industry. Tiffany Sullivan, age 50, has served as a member of our Board since July 2021. Since October 2020, Ms. Sullivan has served as the Senior Vice President and Chief Operating Officer, Physician Services at New York-Presbyterian Hospital. Ms. Sullivan previously served as the Senior Vice President, Clinical Integration and Ambulatory Services at University of Maryland Capital Region Health from January 2018 through October 2020, and as the Vice President, Community and Population Health from January 2016 through December 2017. Ms. Sullivan holds an M.P.H. from the University of South Carolina, Arnold School of Public Health, and a B.A. in Biology from Columbia College. Ms. Sullivan has received many honors and awards including the Foster G. McGaw Prize for Excellence in Community Service and the Congressman James E. Clyburn Public Health and Health Disparities Community Leadership Award. We believe that Ms. Sullivan is qualified to serve as a member of our Board because of her extensive experience in the provider side of the healthcare industry.
Class III Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
Class III Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Dana G. Mead, Jr., age 65, has served as a member of our Board of Directors since February 2010 and has served as our Chairman since October 2019. From May 2019 to February 2021, Mr. Mead served as the Chief Executive Officer, President and director of HeartFlow, Inc., a medical technology company. From November 2016 to May 2019, Mr. Mead served as President and Chief Executive Officer of Beaver-Visitec International, Inc., a surgical device developer and manufacturer. From June 2005 to November 2016, Mr. Mead served as a partner at Kleiner Perkins Caufield & Byers, a venture capital investment firm. In addition to serving on our Board of Directors, Mr. Mead has served on the board of directors of Inari Medical, Inc. since October 2021 and the board of directors of Inspire Medical Systems since July 2008, where he serves on its audit committee. Mr. Mead also served on the board of directors of Inari Medical, Inc. from October 2021 until its sale to Stryker in February 2025 and Intersect ENT, Inc. from January 2006 until its sale to Medtronic, Inc. in May 2022. Mr. Mead holds a B.A. from Lafayette College and an M.B.A. from the University of Southern California. We believe that Mr. Mead is qualified to serve as a member of our Board because of his service on other medical technology company boards, his broad experience in the healthcare industry and the historical knowledge and continuity he brings to our Board. Georgia Garinois-Melenikiotou, age 65, has served as a member of our Board of Directors since September 2020. Ms. Garinois-Melenikiotou served as Executive Vice President, Corporate Marketing at The Estée Lauder Companies, a global beauty products company, from January 2015 to July 2020, and as Senior Vice President, Corporate Marketing from April 2010 through December 2014. Prior to The Estée Lauder Companies, Ms. Garinois-Melenikiotou spent 27-years at Johnson & Johnson, a global manufacturer of medical devices, pharmaceutical products and consumer packaged goods, including in several senior leadership positions, most recently as President, Beauty Global Business Unit Strategy and New Growth from 2007 to 2010 and, from 2006 to 2007, as President, Beauty Care, EAME. Ms. Garinois-Melenikiotou currently serves on the boards of directors of Douglas Group, a European beauty products retailer, since March 2024, and Inspire Medical Systems, a medical device company, since July 2020. She has also served on the board of directors of Almirall, S.A. from June 2016 to June 2022 and the board of directors of Natura & Co Holding S.A. from April 2021 to September 2024. Additionally, Ms. Garinois-Melenikiotou serves on the board of directors of the Sloan School of Management at M.I.T. Ms. Garinois-Melenikiotou holds a B.S. and an M.S. in Engineering from the National Technical University of Athens and an M.B.A. from the Sloan School of Management at M.I.T. We believe that Ms. Garinois-Melenikiotou is qualified to serve as a member of our Board because of her experience on public company boards and expertise in global consumer marketing. Thomas W. Burns, age 64, has served as a member of our Board since September 2020. Since December 2021, Mr. Burns has served as Chairman of the Board and Chief Executive Officer of Glaukos Corporation, a medical technology and pharmaceutical company (“Glaukos”). Mr. Burns has served as Chief Executive Officer and a member of the board of directors of Glaukos since March 2002, and additionally served as President from March 2002 to March 2022. From October 2009 until June 2015, Mr. Burns served as a member and the Chairman of the board of directors of DOSE Medical Corporation, a medical technology company. From March 2010 until June 2015, Mr. Burns served as DOSE Medical Corporation’s Chief Executive Officer and President. From July 2018 until August 2019, Mr. Burns served on the board of directors of Avedro, Inc., prior to its acquisition by Glaukos. Mr. Burns holds a B.A. from Yale University. We believe that Mr. Burns is qualified to serve as a member of our Board because of his extensive leadership and management experience in the medical technology industry and his experience on private and public company boards.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Compensation Committee
| • | reviewing and recommending to our Board the compensation of our directors; |
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 special perquisites. Except as otherwise discussed below, we generally do not provide our executives with perquisites or other personal benefits that differ materially from those available to employees generally. | | 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 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. | | 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 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 as our other full-time, salaried employees. | | Independent Compensation Committee. Our Compensation Committee is comprised solely of independent members of our Board. | Hedging, short selling and pledging prohibited. Our insider trading policy prohibits our executive officers and directors from hedging, short selling or pledging our securities. | | Independent compensation consultant. Our Compensation Committee uses an independent compensation consultant that provides no other material services to the Company. | |
Summary Compensation Table
Summary Compensation Table The following table provides information regarding compensation awarded to or paid to, or earned by, our NEOs during the fiscal years ended December 31, 2023 and 2024.
Summary Compensation Table for Fiscal 2024
Summary Compensation Table for Fiscal 2024
Summary Compensation Table for Fiscal 2024
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Steven S. Williamson Chief Executive Officer | 2024 | 461,398 | — | 1,837,310 | 2,544,107 | 357,135 | 34,530 | 5,234,479 | | | 2023 | — | — | — | — | — | — | — | | Glendon E. French Former Chief Executive Officer(5) | 2024 | 195,564 | — | — | — | — | 135,222 | 330,786 | | | 2023 | 580,000 | — | 1,991,780 | 2,769,581 | 453,270 | 666 | 5,795,297 | | Mehul Joshi Chief Financial Officer | 2024 | 334,327 | 200,000 | 1,000,667 | 1,509,989 | 184,725 | 14,692 | 3,244,400 | | | 2023 | — | — | — | — | — | — | — | | David Lehman General Counsel | 2024 | 458,600 | — | 642,630 | 213,776 | 169,430 | 696 | 1,485,132 | | | 2023 | 443,000 | — | 1,358,084 | 629,627 | 207,723 | 666 | 2,639,100 |
Summary Compensation Table for Fiscal 2024
| (1) Represents a sign-on bonus paid to Mr. Joshi in connection with his appointment as our Chief Financial Officer as further described in detail below under the subsection titled “Offer Letter with Mr. Joshi.” |
Summary Compensation Table for Fiscal 2024
| (2) These columns reflect the aggregate grant date fair value of restricted stock unit and option awards without regard to forfeitures granted during the year measured pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). Assumptions used in the calculation of these amounts are included in Note 10 to our consolidated financial statements in our Annual Report on Form 10-K. |
Summary Compensation Table for Fiscal 2024
| (3) Represents the annual performance-based cash bonuses earned based on the achievement of certain corporate performance objectives as described further under the subsection titled “Annual Cash Performance Bonus.” The 2024 performance-based cash bonuses were paid in March 2025. |
Summary Compensation Table for Fiscal 2024
| (4) Amounts reported for 2024 represent life insurance premiums paid by us on behalf of our NEOs. The amount reported for 2024 for Mr. Williamson also includes $34,008 of commuting expenses paid pursuant to his offer letter, as described further below under the section titled “Offer Letter with Mr. Williamson.” The amount reported for 2024 for Mr. Joshi also includes $14,228 of commuting expenses paid pursuant to his offer letter, as described further below under the section titled “Offer Letter with Mr. Joshi.” The amount reported for 2024 for Mr. French also includes $30,000, which represents the annual cash retainer paid to Mr. French pursuant to our non-employee director compensation policy, and $104,990, which reflects the aggregate grant date fair value of the RSUs granted to Mr. French pursuant to our non-employee director compensation policy, computed in accordance with the provisions of ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 to our consolidated financial statements in our Annual Report on Form 10-K. |
Summary Compensation Table for Fiscal 2024
| (5) Mr. French ceased serving as our Chief Executive Officer in March 2024 and served as Senior Advisor to our President and Chief Executive Officer from March 2024 to May 2024. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table shows for fiscal year ended December 31, 2024, certain information regarding outstanding equity awards at fiscal year end for our NEOs. For a description of vesting accelerations applicable to equity awards held by our NEOs, see the section above titled “—Severance and Change in Control Plan.”
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
| | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($)(7) | | Steven S. Williamson | 3/15/2024 | 3/15/2024(1) | — | 425,116 | 8.95 | 3/14/2034 | — | — | | | 3/15/2024 | 3/15/2024(2) | — | — | — | — | 205,286 | 1,393,892 | | Glendon French | 8/28/2020 | 8/28/2020(3) | 156,249 | — | 2.20 | 8/28/2030 | — | — | | | 6/1/2021 | 6/1/2021(4) | 90,737 | 12,963 | 43.40 | 5/31/2031 | — | — | | | 6/1/2021 | 6/1/2021(5) | — | — | — | — | 5,700 | 38,703 | | | 3/1/2022 | 3/1/2022(4) | 106,287 | 48,313 | 26.56 | 2/29/2032 | — | — | | | 3/1/2022 | 3/1/2022(5) | — | — | — | — | 21,782 | 147,900 | | | 3/1/2023 | 3/1/2023(4) | 155,881 | 200,419 | 11.48 | 2/28/2033 | — | — | | | 3/1/2023 | 3/1/2023(5) | — | — | — | — | 97,594 | 662,663 | | | 6/3/2024 | 6/3/2024(6) | — | — | — | — | 15,216 | 103,317 | | Mehul Joshi | 5/6/2024 | 5/6/2024(1) | — | 241,409 | $9.28 | 5/5/2034 | — | — | | | 5/6/2024 | 5/6/2024(2) | — | — | — | — | 125,870 | 854,657 | | David Lehman | 9/30/2020 | 9/30/2020(3) | 125,000 | — | 19.00 | 9/29/2030 | — | — | | | 6/1/2021 | 6/1/2021(4) | 34,912 | 4,988 | 43.40 | 5/31/2031 | — | — | | | 6/1/2021 | 6/1/2021(5) | — | — | — | — | 2,200 | 14,938 | | | 3/1/2022 | 3/1/2022(4) | 47,231 | 21,469 | 26.56 | 2/29/2032 | — | — | | | 3/1/2022 | 3/1/2022(5) | — | — | — | — | 9,688 | 65,782 | | | 3/1/2023 | 3/1/2023(4) | 35,437 | 45,563 | 11.48 | 2/28/2033 | — | — | | | 3/1/2023 | 3/1/2023(5) | — | — | — | — | 66,544 | 451,834 | | | 3/1/2024 | 3/1/2024(4) | 6,468 | 28,032 | 9.30 | 2/28/2034 | — | — | | | 3/1/2024 | 3/1/2024(5) | — | — | — | — | 56,144 | 381,218 |
Outstanding Equity Awards at December 31, 2024
| (1) Twenty-five percent of the shares subject to the option vested on March 3, 2025, and the remainder vests in 36 equal monthly installments thereafter, subject to continued service through each vesting date. |
Outstanding Equity Awards at December 31, 2024
| (2) Twenty-five percent of the shares subject to the restricted stock unit award vested on March 3, 2025, and the remainder vests in equal quarterly installments thereafter, subject to continued service through each vesting date. |
Outstanding Equity Awards at December 31, 2024
| (3) As of December 31, 2024, all of the shares are vested. |
Outstanding Equity Awards at December 31, 2024
| (4) This option vests as to 1/48 of the shares in monthly installments measured from the Vesting Commencement Date, subject to continued service through each vesting date. |
Outstanding Equity Awards at December 31, 2024
| (5) The total number of shares subject to the restricted stock unit award vest over four years in quarterly installments measured from the date of grant, subject to continued service through each vesting date. |
Outstanding Equity Awards at December 31, 2024
| (6) The total number of shares subject to the restricted stock unit award vests on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of the annual meeting of stockholders for the year subsequent to the date such award was made. |
Outstanding Equity Awards at December 31, 2024
| (7) Calculated using the closing price of our common stock on December 31, 2024 ($6.79). |
Pay versus Performance
Pay versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. We are providing the following information about the relationship between executive compensation actually paid and certain financial performance of Pulmonx as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K.
Pay versus Performance
| Year | Summary Compensation Table Total for First PEO(1) (Williamson) ($) | Compensation Actually Paid to First PEO(2) (Williamson) ($) | Summary Compensation Table Total for Second PEO(1) (French) ($) | Compensation Actually Paid to Second PEO(2) (French) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5) ($) | Net Income (Loss) (million)(6) ($) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (h) | | 2024 | 5,234,479 | 4,161,252 | 330,787 | (2,382,552) | 2,364,766 | 1,393,028 | 9.84 | (56.39) | | 2023 | — | — | 5,795,297 | 8,214,665 | 2,424,592 | 2,631,057 | 18.47 | (60.84) | | 2022 | — | — | 4,565,019 | (2,371,496) | 2,198,719 | (384,055) | 12.21 | (58.92) |
Pay versus Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Steven S. Williamson for 2024 and for Glendon E. French (our former Chief Executive Officer) for 2022, 2023, and 2024 in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
Pay versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Williamson and Mr. French, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Williamson and Mr. French, respectively, during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. French’s total compensation for each year to determine the compensation actually paid: |
Pay versus Performance
| PEO | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | First PEO (Williamson) | 5,234,479 | 4,381,416 | 3,308,190 | 4,161,252 | | Second PEO (French) | 330,787 | — | (2,713,338) | (2,382,552) |
Pay versus Performance
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
Pay versus Performance
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for 2024 are as follows: |
Pay versus Performance
| | | First PEO (Williamson) ($) | Second PEO (French) ($) | | Summary Compensation Table Total | | 5,234,479 | 330,787 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | 4,381,416 | — | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 3,308,190 | — | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — | (1,809,658) |
Pay versus Performance
| | | First PEO (Williamson) ($) | Second PEO (French) ($) | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | (903,681) | | - | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | | + | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | | Compensation Actually Paid | | 4,161,252 | (2,382,552) |
Pay versus Performance
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our NEOs as a group (excluding Messrs. French and Williamson) in the “Total” column of the Summary Compensation Table in each applicable year. Our NEOs (excluding Messrs. French and Williamson) included for purposes of calculating the average amounts in each applicable year are Mehul Joshi, David Lehman, and Geoffrey Beran Rose for 2024, David Lehman, Geoffrey Beran Rose, and Derrick Sung, Ph.D. for 2023, and David Lehman and Geoffrey Beran Rose for 2022. |
Pay versus Performance
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our NEOs as a group (excluding Messrs. French and Williamson) during the applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our NEOs as a group (excluding Messrs. French and Williamson) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for our NEOs as a group (excluding Messrs. French and Williamson) for each year to determine the compensation actually paid, using the same methodology described above in Note (2)(b): |
Pay versus Performance
| Year | Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2024 | 2,364,766 | 1,683,531 | 711,793 | 1,393,028 |
Pay versus Performance
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay versus Performance
| | | Non-PEO NEOs ($) | | Summary Compensation Table Total | | 2,364,766 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | 1,683,531 | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,218,968 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (373,654) | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 60,828 | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (194,349) | | - | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | + | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | | Compensation Actually Paid | | 1,393,028 |
Pay versus Performance
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. Each measurement period commenced on December 31, 2020. The amounts shown for cumulative TSR in 2022 have been updated from those reported in the proxy statement filed for our annual meeting of stockholders held in 2023 to correct an inadvertent calculation error. The cumulative TSR amount for 2022 was understated by $100. |
Pay versus Performance
| (6) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table We generally seek to incentivize long-term performance and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss) Our company has not historically looked to net income (loss) as a performance measure for our executive compensation program. Our net income (loss) was $(58.92) million in 2022, $(60.84) million in 2023 and $(56.39) million in 2024.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR The chart below shows the relationship between the compensation actually paid to Messrs. French and Williamson and the average compensation actually paid to our other NEOs, on the one hand, to our cumulative TSR over the two years presented in the table, on the other. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Director Compensation
Non-Employee Director Compensation The following table sets forth information regarding the compensation earned for service on our Board of Directors during the year ended December 31, 2024 of all non-employee directors. Mr. French, our former Chief Executive Officer, is a member of our Board of Directors and did not receive any additional compensation for service as a director prior to his resignation as Chief Executive Officer in March 2024. Following his resignation as Chief Executive Officer, Mr. French began to receive compensation for service as a director. Mr. French’s compensation for his service as a director is set forth above in the section titled “Executive Compensation—Summary Compensation Table.”
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Thomas W. Burns | 52,500 | 104,990 | 157,490 | | Richard M. Ferrari | 65,000 | 104,990 | 169,990 | | Daniel P. Florin | 72,500 | 104,990 | 177,490 | | Georgia Garinois-Melenikiotou | 65,000 | 104,990 | 169,990 | | Alissa Hsu Lynch(3) | 20,700 | 14,316 | 35,016 | | Dana G. Mead, Jr. | 95,000 | 104,990 | 199,990 | | Tiffany Sullivan | 50,000 | 104,990 | 154,990 |
Non-Employee Director Compensation
| (1) Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each restricted stock unit granted in 2024, computed in accordance with the provisions of FASB ASC Topic 718, or, in the case of Ms. Lynch, the incremental fair value of the modification of her initial RSU award in accordance with FASB ASC Topic 718 (as described further below). Methodology used in the calculation of these amounts are included in Note 10 to our consolidated financial statements in our Annual Report on Form 10-K. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. |
Non-Employee Director Compensation
| (2) The following table sets forth the aggregate number of shares of our common stock underlying outstanding stock options and restricted stock unit awards held by our non-employee directors as of December 31, 2024, except for Mr. French, whose outstanding equity awards as of December 31, 2024 are described above under the section titled “Outstanding Equity Awards at December 31, 2024”: |
Non-Employee Director Compensation
| Name | Number of Shares Underlying Unexercised Stock Options Held as of December 31, 2024 | Number of Shares Underlying Unvested Restricted Stock Unit Awards Held as of December 31, 2024 | | Thomas W. Burns | 25,000 | 15,216 | | Richard M. Ferrari | 30,500 | 15,216 | | Daniel P. Florin | 30,500 | 15,216 | | Georgia Garinois-Melenikiotou | 25,000 | 15,216 | | Alissa Hsu Lynch(3) | — | — | | Dana G. Mead, Jr. | 30,500 | 15,216 | | Tiffany Sullivan | — | 15,216 |
Non-Employee Director Compensation
| (3) Ms. Lynch resigned from our Board of Directors in May 2024. In connection with her resignation, the Company accelerated the unvested portion of Ms. Lynch’s RSU award that she received in connection with her appointment to the Board in July 2021. |
Non-Employee Director Compensation
We currently reimburse our directors for their reasonable out-of-pocket expenses in connection with attending Board of Directors and Board committee meetings. From time to time, we have granted stock options and restricted stock unit awards to certain of our non-employee directors as compensation for their services. In May 2024, our Board approved restricted stock unit awards for 15,216 shares of common stock to each of Messrs. Burns, Ferrari, Florin, French and Mead and Messes. Garinois-Melenikiotou and Sullivan, effective June 3, 2024. All of the restricted stock units will vest on the earlier of the one-year anniversary of the date of grant or on the date of the next annual meeting of stockholders, subject to the non-employee director’s continuous service through such vesting date. Such restricted stock units are otherwise subject to the terms of the 2020 Plan and our standard form of restricted stock unit award agreement.
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our non-employee directors are eligible to receive equity and cash compensation for service on our Board and Board committees pursuant to our non-employee director compensation policy (the “Non-Employee Director Compensation Policy”), which was last amended in December 2023, as described below.