DEF 14A of Annexon, Inc.
Filed Apr 23, 2025 · FY20240001140361-25-015175
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board is divided into three classes. Each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, 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 or, if sooner, until the director’s earlier death, resignation or removal. Our Board presently has eight members and eight authorized Board seats. There are two directors in the class whose term of office expires in 2025: Jung E. Choi and William D. Waddill, each of whom was nominated for director by the Board at the recommendation of the Nominating and Corporate Governance Committee. Jung E. Choi and William D. Waddill have served on our Board since June 2020 and August 2021, respectively. If elected at the Annual Meeting, each of the Class II nominees would serve until the 2028 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until each such director’s earlier death, resignation or removal. The current Class I directors, whose term will expire at the 2027 annual meeting of stockholders, are William H. Carson, M.D., William (BJ) Jones, Jr. and Muneer A. Satter and the current Class III directors, whose term will expire at the 2026 annual meeting of stockholders, are Bettina M. Cockroft, M.D., Douglas Love, Esq. and Thomas G. Wiggans. Directors are elected by a plurality of the votes cast. Accordingly, the two 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 two nominees named below. Proxies cannot be voted for a greater number of persons than the nominees named. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Annexon. 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 BOARD OF DIRECTORS RECOMMENDS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE. Set forth below is certain biographical information and ages as of April 8, 2025 for each nominee and each director whose term will continue after the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS
| Name | Age | Director Class | | William H. Carson, M.D. | 66 | Class I | | William (BJ) Jones, Jr. | 61 | Class I | | Muneer A. Satter | 64 | Class I | | Jung E. Choi | 55 | Class II | | William D. Waddill | 68 | Class II | | Bettina M. Cockroft, M.D. | 58 | Class III | | Douglas Love, Esq. | 57 | Class III | | Thomas G. Wiggans | 73 | Class III |
NOMINEES FOR ELECTION TO CLASS II EXPIRING AT THE 2025 ANNUAL MEETING
NOMINEES FOR ELECTION TO CLASS II EXPIRING AT THE 2025 ANNUAL MEETING Jung E. Choi has served as a member of our Board since June 2020. Ms. Choi has served as the Chief Executive Officer and a member of the Board of Directors of Alterome Therapeutics since April 2025. From April 2015 until April 2023, Ms. Choi served as Chief Business and Strategy Officer of Global Blood Therapeutics, Inc., a biopharmaceutical company that was acquired by Pfizer Inc. in October 2022, responsible for corporate strategy, business development, R&D portfolio strategy and program management, patient advocacy and government affairs. From April 2014 to March 2015, Ms. Choi served as Senior Vice President, Corporate Development for InterMune, Inc., a biotechnology company that was acquired by Roche Holding AG in 2014, and served as an adviser on strategy and business development to InterMune from March 2013 to April 2014. Prior to joining InterMune, from February 2011 to March 2013, Ms. Choi led corporate and business development for Chimerix, Inc., a publicly-held biopharmaceutical company, as a consultant and Senior Vice President, Corporate Development. Prior to that, from August 2001 to August 2010, Ms. Choi held various management positions at Gilead Sciences, Inc., a publicly-held biopharmaceutical company, including leadership of business development, licensing and mergers and acquisition activities. During her tenure at Gilead Sciences, Ms. Choi built and oversaw the corporate development group, and led the U.S. commercial launch of Hepsera® for the treatment of the hepatitis B virus. Ms. Choi received a B.A. in Human Biology and an M.B.A. from Stanford University. We believe that Ms. Choi is qualified to serve on our Board due to her experience as an executive of biotechnology companies. William D. Waddill has served as a member of our Board since August 2021. From April 2014 to December 2016, Mr. Waddill served as Senior Vice President and Chief Financial Officer, Treasurer and Secretary of Calithera Biosciences, Inc., a publicly-held biotechnology company. From October 2007 to March 2014, he served as Senior Vice President and Chief Financial Officer of OncoMed Pharmaceuticals, Inc., a publicly-held biopharmaceutical company. From October 2006 to September 2007, Mr. Waddill served as the Senior Vice President, Chief Financial Officer of Ilypsa, Inc., a biotechnology company that was acquired in 2007 by Amgen, Inc. From February 2000 to September 2006, Mr. Waddill served as a Principal at Square One Finance, a financial consulting business. From December 1996 to February 2000, Mr. Waddill served as Senior Director of Finance and Administration at Exelixis, Inc., a publicly-held biotechnology company. Mr. Waddill also serves as a member of the board of directors of Turnstone Biologics Corp., a publicly-held biopharmaceutical company, since April 2024, Protagonist Therapeutics, Inc., a publicly-held clinical-stage biopharmaceutical company, since July 2016 and Arrowhead Pharmaceuticals, a publicly-held biopharmaceutical company, since January 2018. He received a B.S. in Accounting from the University of Illinois, Chicago, and a certification as a public accountant (inactive), after working at PricewaterhouseCoopers LLP and Deloitte LLP. We believe that Mr. Waddill is qualified to serve on our Board due to his financial expertise and his extensive experience in the biotechnology field.
CLASS I DIRECTORS
CLASS I DIRECTORS
CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING William H. Carson has served as a member of our Board since February 2021. Dr. Carson was the chair of the board of directors of Otsuka Pharmaceutical Development & Commercialization, Inc., a privately-held healthcare company, from January 2020 through March 2023. From 2002 to 2019, Dr. Carson held various executive leadership roles at Otsuka, most recently as President and Chief Executive Officer from 2010 to 2019. Prior to that, he worked at the Pharmaceutical Research Institute at Bristol Myers Squibb from 1998 to 2002. He was on faculty at the Medical University of South Carolina in the Department of Psychiatry and Behavioral Sciences from 1988 to 1998. Dr. Carson was the board chair of Decibel Therapeutics, Inc., a publicly-held clinical-stage biotechnology company from June 2021 until it was acquired by Regeneron in September 2023. He is also a member of the board of directors of Excision Biotherapeutics, Inc. and Lutron Electronics. He previously served on the boards of Saama Technologies, Inc., a privately-held clinical analytics company, and Prevail Therapeutics, Inc., a publicly-held biotechnology company, until its acquisition by Eli Lilly & Company, and of Internet2, a not-for-profit United States computer networking consortium. Dr. Carson also serves as an advisor to Artis Ventures, a venture capital firm that focuses on health and technology innovations. Dr. Carson is also chair of the Sozosei Foundation, the philanthropic arm of Otsuka America Pharmaceutical, Inc., and Board Chair Emeritus of the Sphinx Organization, which is dedicated to diversity in the arts. Dr. Carson received a B.A. in History and Science from Harvard College and an M.D. from Case Western Reserve University School of Medicine, followed by his residency in psychiatry at Tufts/New England Medical Center. We believe Dr. Carson is qualified to serve on our Board due to his educational background and his decades of experience in the biotechnology field. William (BJ) Jones, Jr. has served as a member of our Board since January 2025. Mr. Jones currently serves as the Chief Commercial Officer of NewAmsterdam Pharma Company N.V., a publicly-held biopharmaceutical company, since August 2023, where he is responsible for building and leading all commercial and medical affairs functions, including marketing, market access, sales, medical science engagement and enterprise operations. Prior to joining NewAmsterdam Pharma, Mr. Jones served as Chief Commercial Officer, Migraine and Common Diseases of Biohaven Pharmaceuticals Holding Company Ltd., a biopharmaceutical company, from April 2019 to December 2022, where he was responsible for building the company’s commercial capability and launching its first FDA-approved product (Nurtec ODT), including through Biohaven’s acquisition by Pfizer in October 2022. Prior to Biohaven Pharmaceuticals, Mr. Jones served as Vice President, Head of Sales and Commercial Operations for the general medicine business unit of Takeda Pharmaceutical Company Limited, a publicly-held pharmaceutical company, from January 2016 to March 2019. Mr. Jones currently serves on the board of directors of Akili, Inc., a publicly-held digital medicine company, and Apogee Therapeutics, Inc., a publicly-held biopharmaceutical company. Mr. Jones received a B.S. in human factors engineering from the U.S. Air Force Academy, an M.S. in industrial engineering from Texas A&M University and an M.B.A. from the Stanford University Graduate School of Business. We believe Mr. Jones is qualified to serve on our Board due to his experience as an executive and a board member of biopharmaceutical companies. Muneer A. Satter has served as a member of our Board since December 2014. Mr. Satter has been Founder and Managing Partner of Satter Medical Technology Partners, L.P. since 2016, and chair of Satter Investment Management, LLC since 2012, and he also manages the Satter Foundation. Prior to Satter Investment Management, Mr. Satter was a partner at Goldman Sachs where he spent 24 years in various roles, most recently as a senior member of the Merchant Banking Investment Committee overseeing private equity and debt investments, and the Global Head of the Mezzanine Group in the Merchant Banking Division, where he raised and managed over $30 billion of assets and served as a Chairman of their Risk Committee. Mr. Satter was a member of the board of directors of Aerpio Pharmaceuticals, Inc., a publicly-held biopharmaceutical company, from October 2013 to June 2020, a member and chair of the board of directors of Akebia Therapeutics, Inc. from May 2013 to December 2018 and a member of the board of directors of Vital Therapies, Inc., a publicly-held biotherapeutic company, from October 2012 to October 2018. Mr. Satter serves as Vice Chair of the Goldman Sachs Foundation and GS Gives, where he is also chair of the Investment Committee. Mr. Satter is also on the Board of Advisors of Accelerate Institute and on the board of directors of the Navy SEAL Foundation and Northwestern Medical Group. Mr. Satter is on the board of trustees of Northwestern University, where he was also previously chair of the Finance Committee. Mr. Satter is also a former board member of World Business Chicago and the Nature Conservancy. Mr. Satter received a B.A. in Economics from Northwestern University, a J.D. from Harvard Law School and an M.B.A. from Harvard Business School. We believe that Mr. Satter is qualified to serve on our Board due to his experience in the financial industry, his experience as a board member of biotechnology and pharmaceutical companies and his experience as an investor in life sciences companies.
CLASS III DIRECTORS
CLASS III DIRECTORS
CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING Bettina M. Cockroft has served as a member of our Board since January 2022. Dr. Cockroft has served as the Chief Medical Officer of Cilcare Inc. since January 2025. From September 2019 to June 2023, Dr. Cockroft was Senior Vice President and Chief Medical Officer at Sangamo Therapeutics, Inc., a publicly-held biotechnology company, where she oversaw clinical development activities and operations. She has over 30 years of experience in the biopharmaceutical industry and has worked across multiple therapeutic areas and led programs in several countries. Prior to joining Sangamo, Dr. Cockroft served on the senior leadership team at Cytokinetics, Inc., a publicly-held biopharmaceutical company, where she was responsible for clinical development of fast skeletal muscle troponin activators in diseases such as Amyotrophic Lateral Sclerosis and Spinal Muscular Atrophy. She served as Vice President, Clinical Research, Neurology, at Cytokinetics from August 2017 to September 2019. From October 2016 to July 2017, Dr. Cockroft served as a pharmaceutical executive consultant, and prior to that, from September 2013 to September 2016, she served as Chief Medical Officer of Auris Medical AG, a biopharmaceutical company, where she led and grew the clinical development team responsible for two Phase 3 programs. Dr. Cockroft also held roles of increasing responsibility at Merck Serono S.A., Novartis Consumer Health and Menarini Ricerche/Berlin-Chemie earlier in her career. Dr. Cockroft currently serves as a member of the board of directors of CNS Pharmaceuticals, Inc. Dr. Cockroft received an M.B.A. from MIT Sloan School of Management and an M.D. from the University of Genova (Italy). We believe that Dr. Cockroft is qualified to serve on our Board due to her educational background and her extensive experience in the biotechnology field. Douglas E Love has served as our President and Chief Executive Officer (“CEO”) and a member of our Board since December 2014 with extensive business and legal leadership experience in biotech. Prior to joining us, from 2008 to April 2013, he served as Head of Operations & Strategic Alliances for Elan Pharmaceuticals, Inc., a biopharmaceutical company, where he led the Tysabri® multiple sclerosis franchise. Mr. Love also led Elan’s Alzheimer’s Immunotherapy Program, which was licensed to Johnson & Johnson, as well as Elan’s global Commercial, Medical Affairs and Alliance Management groups. From 2006 to 2008, he served as Head of Strategic Alliances, Business Development & Business Integration for Elan. Prior to joining Elan, Mr. Love served as an associate at the law firm Orrick, Herrington & Sutcliffe LLP, as Corporate Counsel at Amgen, Inc., and as Section Corporate Counsel at Genentech, Inc., where he led the BioOncology Healthcare Law Group. Mr. Love received a B.S. in business administration from the University of Southern California and a J.D. with great distinction from McGeorge School of Law. We believe that Mr. Love is qualified to serve on our Board due to the valuable expertise and perspective he brings in his capacity as our President and CEO and because of his extensive experience and knowledge of our industry. Thomas G. Wiggans has served as a member of our Board since February 2017 and chair of our Board since February 2021. Mr. Wiggans founded Dermira, Inc., a publicly-held pharmaceutical company, in August 2010 and served as its Chief Executive Officer from September 2010 to February 2020 and chair of its board of directors from October 2014 until its acquisition by Eli Lilly in February 2020. Mr. Wiggans has served as a member of the board of directors of CymaBay Therapeutics, Inc., a publicly held clinical-stage biopharmaceutical company, until its acquisition by Gilead in March 2024. Mr. Wiggans has also served on the boards of various industry organizations, educational institutions and private and public companies, including service on the boards of directors of Forma Therapeutics Holdings, Inc., from 2020 until its acquisition by Novo Nordisk in October 2022, Onyx Pharmaceuticals from March 2005 until its acquisition by Amgen Inc. in October 2013, Sangamo Biosciences, Inc. from June 2008 until June 2012, Somaxon Pharmaceuticals, Inc. from June 2008 until May 2012 and as chair of the board of directors of Excaliard Pharmaceuticals, Inc. from October 2010 until its acquisition by Pfizer, Inc. in December 2011. From October 2007, Mr. Wiggans served as chair of the board of directors of Peplin, Inc. and in July 2007, he became its Chief Executive Officer when he served until Peplin’s acquisition by LEO Pharma A/S 2009. Previously, Mr. Wiggans served as Chief Executive Officer of Connetics Corporation from July 1994, and as chair of the board of directors of Connetics from January 2006, until December 2006 when Connetics was acquired by Stiefel Laboratories, Inc. From 1992 to 1994, Mr. Wiggans served as President and Chief Operating Officer of Cyto Therapeutics Inc. From 1980 to 1992, Mr. Wiggans served at Ares-Serono S.A. in various management positions including President of its United States pharmaceutical operations and Managing Director of its United Kingdom pharmaceutical operations. Mr. Wiggans began his career with Eli Lilly. In addition, Mr. Wiggans served as Chairman of the Association of Biotechnology Companies and was a founding member of the board of directors of the Biotechnology Innovation Organization, a nonprofit educational organization. Mr. Wiggans is a member of the board of trustees of the University of Kansas Endowment Association. Mr. Wiggans received a B.S. in Pharmacy from the University of Kansas and an M.B.A. from Southern Methodist University. We believe that Mr. Wiggans is qualified to serve on our Board due to his extensive experience as an executive and a board member of biotechnology and pharmaceutical companies.
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
Compensation Committee
| • | updating the peer group of companies for our executive and director compensation analysis; |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2024 and 2023, as applicable:
Summary Compensation Table
| Name and Principal Position during 2024 | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Douglas Love, Esq. President & Chief Executive Officer | 2024 | 641,099 | — | — | 2,661,939 | 357,500 | 12,208(3) | 3,672,746 | | | 2023 | 593,380 | — | — | 1,473,062 | 375,703 | 11,039(4) | 2,453,184 | | Jamie Dananberg, M.D.(5) Executive Vice President and Chief Medical Officer | 2024 | 514,583 | — | 200,070 | 649,056 | 196,650 | 4,000(6) | 1,564,359 | | Ted Yednock, Ph.D. Executive Vice President and Chief Innovation Officer | 2024 | 478,772 | — | 200,070 | 649,056 | 192,600 | 43,296(7) | 1,563,793 | | | 2023 | 462,626 | — | 112,712 | 328,984 | 207,634 | 27,500(8) | 1,139,456 |
Summary Compensation Table
| (1) The amounts in the “Option Awards” and “Stock Awards” columns reflect the aggregate grant date fair value of stock options and restricted stock units granted during the fiscal year computed in accordance with the provisions of ASC-718. The assumptions that we used to calculate these amounts are discussed in Note 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These amounts may not reflect the actual economic value that will be realized by the named executive officer upon the exercise of the stock options or the sale of the common stock issued upon such exercise. |
Summary Compensation Table
| (2) Amounts in the “Non-equity Incentive Plan Compensation” column represent amounts earned by our named executive officers under our performance-based cash bonus program based on the achievement of pre-established corporate goals. |
Summary Compensation Table
| (3) Consists of key-person life insurance premiums of $8,208 and 401(k) matching contributions of $4,000. |
Summary Compensation Table
| (4) Consists of key-person life insurance premiums of $8,660 and 401(k) matching contributions of $2,379. |
Summary Compensation Table
| (5) Dr. Dananberg commenced employment with us effective July 27, 2023. He was not a named executive officer for 2023, nor have we previously reported his compensation for 2023. Accordingly, we have excluded Dr. Dananberg’s compensation for 2023. |
Summary Compensation Table
| (6) Consists of 401(k) matching contributions. |
Summary Compensation Table
| (7) Consists of key-person life insurance premiums of $33,021 and reimbursement of commuting expenses of $10,275. |
Summary Compensation Table
| (8) Consists of key-person life insurance premiums. |
Outstanding Equity Awards as of December 31, 2024
Outstanding Equity Awards as of December 31, 2024 The following table provides information regarding outstanding equity and stock awards held by our named executive officers as of December 31, 2024:
Outstanding Equity Awards as of December 31, 2024
| | Option Awards | | | | | Stock Awards | | | Name and Principal Position during 2024 | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock That Have Not Vested (#) | Market Value of Units of Stock That Have Not Vested ($)(1) | | Douglas Love, Esq. | 12/12/2014(2) | 37,994 | — | 1.41 | 1/22/2025 | — | — | | | 12/12/2018(2) | 537,844 | — | 5.11 | 1/22/2029 | — | — | | | 6/29/2020(3) | 414,301 | — | 13.30 | 6/29/2030 | — | — | | | 2/25/2021(3) | 311,458 | 13,542 | 30.07 | 2/25/2031 | — | — | | | 2/11/2022(3) | 226,666 | 93,334 | 6.94 | 2/11/2032 | — | — | | | 2/11/2022(3) | — | — | — | — | 13,334 | 68,404 | | | 7/11/2022(3) | 241,666 | 58,334 | 3.91 | 7/11/2032 | — | — | | | 2/16/2023(3) | 158,125 | 186,875 | 5.94 | 2/16/2033 | — | — | | | 2/16/2024(3) | 136,708 | 519,492 | 5.13 | 2/16/2034 | — | — | | Jamie Dananberg, M.D.(5) | 8/1/2023(6) | 97,395 | 177,605 | $3.54 | 8/1/2033 | — | — | | | 2/16/2024(3) | 33,333 | 126,667 | $5.13 | 2/16/2024 | — | — | | | 2/16/2024(4) | — | — | — | — | 39,000 | 200,070 | | Ted Yednock, Ph.D. | 6/8/2016(2) | 28,028 | — | 1.85 | 8/11/2026 | — | — | | | 8/11/2016(2) | 2,618 | — | 1.85 | 8/11/2026 | — | — | | | 12/12/2018(2) | 67,939 | — | 5.11 | 1/22/2029 | — | — | | | 6/29/2020(3) | 192,962 | — | 13.30 | 6/29/2030 | — | — | | | 2/25/2021(3) | 110,208 | 4,792 | 30.07 | 2/25/2031 | — | — | | | 2/11/2022(3) | 70,833 | 29,167 | 6.94 | 2/11/2032 | — | — | | | 2/11/2022(4) | — | — | — | — | 4,167 | 21,377 | | | 7/11/2022(3) | 60,416 | 14,584 | 3.91 | 7/11/2032 | — | — | | | 7/11/2022(4) | — | — | — | — | 3,125 | 16,031 | | | 2/16/2023(3) | 35,314 | 41,736 | 5.94 | 2/16/2033 | — | — | | | 2/16/2023(4) | — | — | — | — | 12,650 | 64,895 | | | 2/16/2024(3) | 33,333 | 126,667 | $5.13 | 2/16/2024 | — | — | | | 2/16/2024(4) | — | — | — | — | 39,000 | 200,070 |
Outstanding Equity Awards as of December 31, 2024
| (1) Market value is calculated by multiplying $5.13, the closing trading price per share of our common stock as of December 31, 2024, by the number of unvested RSUs outstanding as of December 31, 2024. |
Outstanding Equity Awards as of December 31, 2024
| (2) The option is fully vested. |
Outstanding Equity Awards as of December 31, 2024
| (3) The option vests as to 1/48th of the shares in monthly installments measured from the vesting commencement date, subject to continued service to us through the vesting date. |
Outstanding Equity Awards as of December 31, 2024
| (4) The RSUs vest in three equal annual installments on each annual anniversary of the grant date, reflected under “vesting commencement date” above, and will vest in full on the third annual anniversary of the grant date, subject to continued service. |
Outstanding Equity Awards as of December 31, 2024
| (5) Dr. Dananberg commenced employment with us effective July 27, 2023. |
Outstanding Equity Awards as of December 31, 2024
| (6) Twenty-five percent of the shares subject to the option will vest on the first anniversary of the vesting commencement date, and the remainder vests in thirty-six (36) equal monthly installments thereafter, subject to continued service to us through the vesting date. |
Item 402(v) Pay Versus Performance
Item 402(v) Pay Versus Performance 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 (“NEO”) pay.
Required Tabular Disclosure of Pay Versus Performance
Required Tabular Disclosure of Pay Versus Performance The amounts in the table 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” (“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 and the compensation decisions described in the Executive Compensation.
Required Tabular Disclosure of Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | Year | Summary Compensation Table Total for PEO ($)(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 ($)(1)(3) | Total Shareholder Return ($)(4) | Net Income (Loss) ($ Million)(5) | | 2024 | 3,672,746 | 4,367,052 | 1,564,076 | 1,812,051 | 20.5 | (138) | | 2023 | 2,453,184 | 1,202,088 | 1,484,344 | 1,064,962 | 18.1 | (134) | | 2022 | 3,582,434 | 272,095 | 1,418,551 | 334,628 | 20.7 | (142) |
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 | Douglas Love | Jamie Dananberg and Ted Yednock | | 2023 | Douglas Love | Ted Yednock and Rick Artis | | 2022 | Douglas Love | Jennifer Lew and Michael Overdorf |
Required Tabular Disclosure of Pay Versus Performance
| (2) Represents the amount of total compensation reported for Douglas Love (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 Douglas Love 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 reported total compensation for each year to determine the CAP: |
Required Tabular Disclosure of Pay Versus Performance
| | 2022 | | 2023 | | 2024 | | | | PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | | Total Compensation as reported on the 2024 Summary Compensation Table (“SCT”) | 3,582,434 | 1,418,551 | 2,453,184 | 1,484,344 | 3,672,746 | 1,564,076 | | Less: Grant Date Fair Value of Equity Awards as reported in SCT(a) | (2,660,448) | (816,219) | (1,473,062) | (736,774) | (2,661,939) | (849,126) | | Add: Year-End Fair Value of unvested Equity Awards Granted in the Year(b) | 2,146,847 | 655,956 | 846,371 | 450,472 | 2,075,305 | 706,089 | | Add: Vesting date Fair Value of Awards Granted during the Year vested during the Year(b) | 405,612 | 114,945 | 166,151 | 18,553 | 666,310 | 162,463 | | Add/(less): Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards as of Year End(b) | (1,560,277) | (621,084) | (412,800) | (76,252) | 201,334 | 85,217 | | Add/(less): Year over Year Change in Fair Value of Equity Awards Granted in Prior Year vested in the Year(b) | (1,642,073) | (417,521) | (377,757) | (75,382) | 413,296 | 143,332 |
Required Tabular Disclosure of Pay Versus Performance
| | 2022 | | 2023 | | 2024 | | | | PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | PEO | Average Non- PEO NEOs | | Add: Change in Fair Value of Awards Granted during Prior Year that were Forfeited during the Year as of Prior Year End | — | — | — | — | — | — | | Add: Change in Fair Value of Option awards or Stock Awards modified during the Year | — | — | — | — | — | — | | Total Adjustments | (3,310,339) | (1,083,923) | (1,251,096) | (419,382) | 694,306 | 247,975 | | Compensation Actually Paid | 272,095 | 334,628 | 1,202,088 | 1,064,962 | 4,367,052 | 1,812,051 |
Required Tabular Disclosure of Pay Versus Performance
| (a) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year. |
Required Tabular Disclosure of Pay Versus Performance
| (b) The fair values of stock options included in the CAP to our PEO and the Average CAP to our NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for the year ended December 31, 2024. Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, implied volatility of our stock over the updated expected option term, and risk-free rate assumptions. For all years presented, the meaningful increases or decreases in the year-end stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price. |
Required Tabular Disclosure of Pay Versus Performance
| (4) The amounts reflect the cumulative total shareholder return of our common stock at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2020. |
Required Tabular Disclosure of Pay Versus Performance
| (5) The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. |
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO NEOs, with (i) our cumulative TSR and (ii) our net income, in each case, for the three fiscal years presented in the table. All information provided above under the “Item 402(v) 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.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information concerning compensation earned by the non-employee members of our Board during the year ended December 31, 2024. Mr. Love, our President and CEO, is also a director but does not receive any additional compensation for his services as a director. Information concerning the compensation earned by Mr. Love is set forth in the Summary Compensation Table above.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total $ | | Bettina M. Cockroft, M.D. | 55,125 | 239,238 | — | 294,363 | | Jung E. Choi | 57,250 | 239,238 | — | 296,488 | | Muneer A. Satter | 58,875 | 239,238 | — | 298,113 | | Thomas G. Wiggans | 84,250 | 239,238 | — | 323,488 | | William D. Waddill | 63,500 | 239,238 | — | 302,738 | | William H. Carson, M.D. | 57,250 | 239,238 | — | 296,488 | | William (BJ) Jones, Jr.((3)) | — | — | — | — |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (1) The amounts in the “Option Awards” column reflect the aggregate grant date fair value of stock options granted during the calendar year computed in accordance with the provisions of ASC 718, Compensation—Stock Compensation. The assumptions that we used to |
NON-EMPLOYEE DIRECTOR COMPENSATION
calculate these amounts are discussed in Note 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These amounts may not reflect the actual economic value that will be realized by the non-employee director upon the exercise of the stock options, or the sale of the common stock acquired upon such exercise.
NON-EMPLOYEE DIRECTOR COMPENSATION
| (2) The following tables set forth options awards held as of December 31, 2024 by each non-employee director. None of our non-employee directors held any stock awards as of December 31, 2024. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Options Outstanding as of Fiscal Year-End (Exercisable and Unexercisable) (#) | | Bettina M. Cockroft, M.D. | 112,000 | | Jung E. Choi | 138,322 | | Muneer A. Satter | 102,000 | | Thomas G. Wiggans | 133,745 | | William D. Waddill | 112,000 | | William H. Carson, M.D. | 122,000 | | William (BJ) Jones, Jr.(3) | — |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (3) Mr. Jones commenced service on our Board on January 9, 2025. |
NON-EMPLOYEE DIRECTOR COMPENSATION
Our Board adopted our Non-Employee Director Compensation Program for our non-employee directors, as amended in April 2025 (the “Amended Director Compensation Program”) pursuant to which non-employee directors are compensated as follows:
NON-EMPLOYEE DIRECTOR COMPENSATION
| • | Each non-employee director receives an annual cash retainer in the amount of $40,000 per year. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| • | The non-executive chair receives an additional annual cash retainer in the amount of $35,000 per year. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| • | The chair of the Audit Committee receives additional annual cash compensation in the amount of $20,000 per year for such chair’s service on the Audit Committee. Each non-chair member of the Audit Committee receives additional annual cash compensation in the amount of $10,000 per year for such member’s service on the Audit Committee. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| • | The chair of the Compensation Committee receives additional annual cash compensation in the amount of $12,000 per year for such chair’s service on the Compensation Committee. Each non-chair member of the Compensation Committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the Compensation Committee. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| • | The chair of the Nominating and Corporate Governance Committee receives additional annual cash compensation in the amount of $10,000 per year for such chair’s service on the Nominating and Corporate Governance Committee. Each non-chair member of the Nominating and Corporate Governance Committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| • | The chair of the Science and Technology Committee receives additional annual cash compensation in the amount of $12,000 per year for such chair’s service on the Science and Technology Committee. Each non-chair member of the Science and Technology Committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the Science and Technology Committee. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| • | Each non-employee director is automatically granted an option to purchase 110,000 shares of our common stock upon the director’s initial appointment or election to our Board, referred to as the Initial Grant, and option to purchase 55,000 shares of our common stock automatically on the date of each annual stockholder’s meeting thereafter, referred to as the Annual Grant. The Initial Grant vests in substantially equal monthly installments for three years from the date of grant, subject to continued service. The Annual Grant vests on the earlier of the first anniversary of the date of grant or the date of |
NON-EMPLOYEE DIRECTOR COMPENSATION
the next annual stockholder’s meeting to the extent unvested as of such date, subject to continued service through each applicable vesting date. Each Initial Grant and Annual Grant vests in full in the event of a change in control.