DEF 14A of Immunome Inc.
Filed Apr 24, 2025 · FY20240001140361-25-015421
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Under our Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws (the “Bylaws”), the Board is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term. Each Class II director has a term that expires at this Annual Meeting, each Class III director has a term that expires at the Company’s 2026 annual meeting of stockholders and each Class I 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 respective earlier death, resignation, or removal. The Board currently consists of seven members. Of the seven members, Clay B. Siegall, Ph.D., Carol Schafer and Philip Wagenheim have previously been elected by our stockholders. . On June 29, 2023, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Morphimmune Inc. (“Morphimmune”), and Ibiza Merger Sub, Inc. (“Merger Sub”), pursuant to which Morphimmune merged with and into Merger Sub and became a wholly owned subsidiary of the Company (the “Merger”). The Merger was consummated on October 2, 2023 (the “Closing”). Pursuant to the terms of the Merger Agreement, upon the Closing, each of Dr. Siegall and Isaac Barchas were appointed to the Board as designees of Morphimmune, and Philip Wagenheim remained on the Board as a designee of Immunome, with the remaining directors to be mutually agreed upon. Dr. Siegall was subsequently elected by our stockholders to a three-year term at the 2024 annual meeting of stockholders. In connection with the Merger Agreement, the Company entered into subscription agreements (each, a “Subscription Agreement”) with certain investors (the “PIPE Investors”) pursuant to which, immediately following the consummation of the Merger, the PIPE Investors purchased, and Immunome issued and sold to the PIPE Investors, an aggregate of 21,690,871 shares of Immunome common stock for an aggregate purchase price of approximately $125.0 million (the “PIPE Financing”). In connection with execution of a Subscription Agreement, Immunome agreed, subject to the closing of the PIPE Financing, to provide Enavate Sciences, LP (“Enavate”) with the right to designate a nominee for election to the Board until the earlier to occur of (i) a Change of Control (as defined in the Subscription Agreement), (ii) Enavate holds less than 6.0% of Immunome's outstanding capital stock and (iii) June 29, 2030. At the closing of the PIPE Financing, the Board appointed James Boylan to the Board as the Enavate designee. Enavate’s right to continue to designate a nominee for election to the Board has expired in accordance with its terms. Subsequent to the Closing, the Board appointed Jean-Jacques Bienaimé, Ms. Schafer and Sandra M. Swain, M.D. to the Board in November 2023, January 2024, and April 2024, respectively, to fill vacancies and expand the knowledge and expertise of the Board. The appointment of Mr. Bienaimé, Ms. Schafer and Dr. Swain were each unanimously approved by the Board at the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”). Ms. Schafer and Dr. Siegall were subsequently elected by our stockholders to a three-year term at the 2024 annual meeting of stockholders, The term of office of each of Mr. Barchas and Mr. Bienaimé, Class II directors, expires at the Annual Meeting. Each of them has been recommended for nomination to the Board by the Nominating Committee and nominated for election by the Board. Proxies may not be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Directors are elected by a plurality of the votes of the holders of shares present virtually or represented by proxy and entitled to vote on the election of directors at the Annual Meeting. Accordingly, the two nominees receiving the most “For” votes (among votes properly cast at the Annual Meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed or authenticated proxies will be voted “For” the election of the two nominees named above or, if any nominee becomes unavailable for election as a result of an unexpected occurrence, “For” the election of a substitute nominee designated by the Board. We have no reason to believe that either of the nominees will be unavailable or, if elected, will decline to serve.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
The Board of Directors
The Board of Directors The biographies of each of our nominees for election to the Board as Class II directors, and all other directors, are set forth below. Each biography includes the offices held, other business directorships, the class and term of each director nominee and other director, as well as the specific experience, qualifications, attributes and skills that led us to conclude that each such person should serve as a director. We believe that, as a whole, the Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. The Nominating Committee seeks to assemble a board of directors 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. The Nominating Committee and the Board also seek to attain diversity with respect to geography, thought, knowledge, experience, capability, skills and viewpoints among directors. To this 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. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes and skills of each nominee for director that led the Nominating Committee to recommend that person as a nominee. However, each member of the Nominating Committee may have a variety of reasons why they believe a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. Director Biographies
Class II Director Nominees for Election at the Annual Meeting
Class II Director Nominees for Election at the Annual Meeting
Class II Director Nominees for Election at the Annual Meeting
| ISAAC BARCHAS | Director Since: 2023 Age: 57 | Committee Memberships: Compensation, Nominating and Corporate Governance (Chair) | | | Isaac Barchas, J.D. has served as the lead independent director of the Board since October 2023. Mr. Barchas has served as a member of the board of directors of Research Bridge Partners, a biotechnology accelerator, since January 2017, and previously served as its President and Chief Executive Officer from January 2017 until January 2024. Mr. Barchas also previously served as Director of the Austin Technology Incubator from 2006 to 2016. Additionally, Mr. Barchas worked at McKinsey & Company from 1996 to 2006. Mr. Barchas currently serves on the board of directors of Tetricus Labs, a private technology company focused on AI-enabled psychiatric diagnostics. Mr. Barchas received his B.A. from Stanford University and his M.A. and J.D. from University of Chicago. The Nominating Committee and the Board believe that Mr. Barchas is qualified to serve on the Board due to his extensive investment and business experience in the life sciences and biotechnology sectors. | |
Class II Director Nominees for Election at the Annual Meeting
| JEAN-JACQUES BIENAIMÉ | Director Since: 2024 Age: 71 | Committee Memberships: Audit, Compensation | | | Jean-Jacques Bienaimé has served as a member of the Board since November 2023. Mr. Bienaimé served as a member of the board of directors of BioMarin Pharmaceutical lnc. (Nasdaq: BMRN), a biotechnology company focused on genetic discovery from May 2005 until May 2024, as its Chief Executive Officer from May 2005 until December 2023, and as its Chairman of the Board from June 2015 until December 2023. Mr. Bienaimé served as Chairman, Chief Executive Officer, and President of Genencor, a biotechnology company focused on industrial bioproducts and targeted cancer biotherapeutics, from November 2002 to April 2005. Prior to Genencor, Mr. Bienaimé served as Chairman, Chief Executive Officer and President of Sangstat Medical Corporation, an immunology-focused biotechnology company, from 1998 to late 2002, becoming President in 1998 and Chief Executive Officer in 1999. Mr. Bienaimé also held several senior management positions at Rhone-Poulenc Rorer Pharmaceuticals (now Sanofi-Aventis) from 1992 to 1998, culminating in the position of Senior Vice President of Worldwide Marketing and Business Development. Earlier in his career, Mr. Bienaimé worked at Genentech, Inc. where he was involved in the launch of a tissue plasminogen activator (t-PA) for the treatment of heart attacks. Mr. Bienaimé has served on the board of directors of lncyte Corporation (NASDAQ: INCY), a public pharmaceutical company, since January 2021, Keros Therapeutics, Inc. (NASDAQ: KROS), a public biotechnology company, since May 2024, Owkin, Inc., a private artificial intelligence and biotechnology company, since May 2024, and Alpha-9 Oncology, Inc., a private radiopharmaceutical company, since October 2024. Mr. Bienaimé is also a member of the board of directors of Biotechnology Innovation Organization (BIO), an industry trade association. Mr. Bienaimé received an M.B.A. from the Wharton School at the University of Pennsylvania and a degree in economics from the Ecole Superieure de Commerce de Paris. The Nominating Committee and the Board believe that Mr. Bienaimé is qualified to serve on the Board due to his extensive business and operating experience in the life sciences and biotechnology sectors, including experience managing and serving on boards of public biotechnology companies. | |
Class II Director Nominees for Election at the Annual Meeting
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE.
Class III Directors Continuing in Office Until Our 2026 Annual Meeting
Class III Directors Continuing in Office Until Our 2026 Annual Meeting
Class III Directors Continuing in Office Until Our 2026 Annual Meeting
| JAMES BOYLAN | Director Since: 2023 Age: 58 | Committee Memberships: Compensation (Chair), Nominating and Corporate Governance | | | James Boylan has served as a member of the Board since October 2023. Mr. Boylan also serves as the Chief Executive Officer of Enavate Sciences, a portfolio company of Patient Square Capital that provides capital and strategic growth support to biotechnology and life sciences companies, since May 2022. Previously, Mr. Boylan served as President and Head of Investment Banking at SVB Leerink from May 2009 to April 2021. Mr. Boylan currently serves on the boards of Enavate Sciences, Compass Therapeutics, Inc. (NASDAQ: CMPX), a clinical stage biopharmaceutical company, Zenas BioPharma (NASDAQ: ZBIO), a clinical stage biopharmaceutical company, Graviton Bioscience, a clinical stage biopharmaceutical company, and Camp4 Therapeutics (NASDAQ: CAMP), a pre-clinical stage biopharmaceutical company Mr. Boylan earned his B.S in Finance from Lehigh University and his M.B.A. from Columbia University. The Nominating Committee and the Board believe Mr. Boylan is qualified to serve on the Board given his significant venture capital experience, public company board experience and extensive experience in the biotechnology and life sciences industry. | |
Class III Directors Continuing in Office Until Our 2026 Annual Meeting
| PHILIP WAGENHEIM | Director Since: 2017 Age: 54 | Committee Memberships: None | | | Philip Wagenheim has served as a member of the Board since December 2017. He previously served as our interim Chief Executive Officer from January 2017 to March 2017. Mr. Wagenheim has served as a Managing Member of Broadband Capital Partners, LLC since April 2016. He has also served as Vice Chairman of and held various leadership roles at Broadband Capital Management LLC and its affiliates since March 2000. In addition, Mr. Wagenheim served as Secretary, President and a member of the board of directors of Committed Capital Acquisition Corporation II from April 2014 to June 2017. Mr. Wagenheim has served on the board of directors of Hydrobuilder Holdings LLC, a private hydroponics company, since December 2020, and as chief executive officer of Sacrilege Motors LLC, a private automative technology company, since 2021. Mr. Wagenheim received his B.B.A. from the University of Miami in 1992. The Nominating Committee and the Board believe that Mr. Wagenheim is qualified to serve on the Board due to his extensive experience as a venture capital investor in the life sciences industry and his financial expertise. | |
Class III Directors Continuing in Office Until Our 2026 Annual Meeting
| SANDRA M. SWAIN, M.D. | Director Since: 2024 Age: 71 | Committee Memberships: Audit Committee | | | Sandra M. Swain, M.D. has served as a member of the Board of Directors since April 2024. Dr. Swain has served as Associate Dean for Research Development at Georgetown University Medical Center since July 2016, and as Professor of Medicine at Georgetown University Medical Center since June 2007. She has also served as Vice President of Genetic Medicine at MedStar Health, a not-for-profit healthcare system, since January 2018. Since 2007, Dr. Swain has served on the board of directors for Conquer Cancer, the ASCO Foundation, including as treasurer from 2016 to 2019 and on the Joint Investment Committee from 2016 to 2019. Dr. Swain previously served on the board of directors of Seagen Inc. from November 2022 until its acquisition by Pfizer Inc. in December 2023. Dr. Swain holds a M.D. from the University of Florida and a B.A. in Chemistry from the University of North Carolina at Chapel Hill. Dr. Swain completed a residency in Internal Medicine at Vanderbilt University and a fellowship in Medical Oncology at the National Institutes of Health, National Cancer Institute. The Nominating Committee and the Board believe that Dr. Swain is qualified to serve on the Board due to her extensive research and clinical trial experience, particularly in oncology, and her public company and non-profit board experience. | |
Class I Directors Continuing in Office Until Our 2027 Annual Meeting
Class I Directors Continuing in Office Until Our 2027 Annual Meeting
Class I Directors Continuing in Office Until Our 2027 Annual Meeting
| CLAY B. SIEGALL, PH.D. President, Chief Executive Officer and Chairman | Director Since: 2023 Age: 64 | Committee Memberships: None | | | Clay B. Siegall¸ Ph.D. has served as our President, Chief Executive Officer and Chairman of the Board since October 2023. He previously served as President and Chief Executive Officer of Morphimmune, Inc. from January 2023 to October 2023, prior to its merger with Immunome. From November 2002 to May 2022, Dr. Siegall served as the Chief Executive Officer of Seagen, Inc. (acquired by Pfizer Inc. in December 2023), which he co-founded in July 1997. Dr. Siegall also served as a director of Seagen from December 1997 to May 2022, as its President from June 2000 to May 2022 and as Chairman of its board of directors from March 2004 to May 2022. Prior to co-founding Seagen, Dr. Siegall was with the Bristol-Myers Squibb Pharmaceutical Research Institute from 1991 to 1997, most recently as a Principal Scientist. From 1988 to 1991, Dr. Siegall was a Staff Fellow/Biotechnology Fellow at the National Cancer Institute, National Institutes of Health. Dr. Siegall has served as chairman of the board of directors of Tourmaline Bio, Inc. (Nasdaq: TRML) since December 2023, and as a member of the board of directors of Shattuck Labs, Inc. (Nasdaq STTK), since March 2024. Dr. Siegall also previously served as a director of Nurix Therapeutics, Inc. (Nasdaq: NRIX), Alder BioPharmaceuticals, Inc. (Nasdaq: ALD) (acquired by H. Lundbeck A/S in 2019), Mirna Therapeutics, Inc. and Ultragenyx Pharmaceutical Inc. (Nasdaq: RARE). He also previously served as chairman of the board of Umoja Biopharma, Inc. Dr. Siegall received a Ph.D. in Genetics from George Washington University and a B.S. in Zoology from the University of Maryland. The Nominating Committee and the Board believe that Dr. Siegall is qualified to serve on the Board due to his breadth of experience in drug research, development and commercialization, operating and leadership skills for life sciences companies, scientific understanding and corporate vision as well as his experience serving on boards of directors of other publicly-traded biopharmaceutical companies. | |
Class I Directors Continuing in Office Until Our 2027 Annual Meeting
| CAROL A. SCHAFER | Director Since: 2024 Age: 61 | Committee Memberships: Audit (Chair), Nominating and Corporate Governance | | | Carol Schafer has served as a member of the Board since January 2024. Ms. Schafer previously worked at Wells Fargo Securities from 2007 to 2018, most recently as Vice Chair, Equity Capital Markets. Prior to that, Ms. Schafer served as Vice President of Finance and Business Development at Lexicon Pharmaceuticals, Inc. from 2003 to 2007. Earlier, she held positions of increasing responsibility at J.P. Morgan, most recently serving as Managing Director of Equity Capital Markets. Ms. Schafer has served on the boards of directors of Kura Oncology, a biopharmaceutical company (Nasdaq: KURA), since June 2021, Insmed Incorporated, a biopharmaceutical company (Nasdaq: INSM), since April 2020, and Repare Therapeutics Inc., an oncology company (Nasdaq: RPTX), since March 2019, and previously served on the boards of directors of Idera Pharmaceuticals, Inc., a biopharmaceutical company, from December 2018 to September 2022, and Five Prime Therapeutics, Inc., an oncology company, from May 2019 until its acquisition by Amgen in April 2021. Ms. Schafer received an M.B.A from New York University’s Stern School of Business and a B.A. in mathematics and computer science from Boston College. The Nominating Committee and the Board believe that Ms. Schafer is qualified to serve on the Board due to her extensive experience in financial services and capital markets, including capital raising and investor relations in the pharmaceutical industry, her finance and accounting background, and her experience serving on boards of directors of other publicly-traded biopharmaceutical companies. | |
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
Jean-Jacques Bienaimé
| • | reviewing and recommending to the Board the compensation of our directors; |
Fiscal Year 2024 Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Option awards ($)(1) | Non-equity incentive plan compensation ($)(2) | All other compensation ($)(3) | Total ($) | | Clay B. Siegall, Ph.D.(4) President, Chief Executive Officer and Chairman of the Board | 2024 | 700,000 | | 7,991,424 | 525,000 | 10,350 | 9,226,774 | | | 2023 | 162,500 | | 14,215,856 | 483,600 | 4,875 | 14,866,831 | | Kinney Horn(5) Chief Business Officer | 2024 | 382,765 | 25,000 | 6,390,806 | 180,747 | 10,350 | 6,989,668 | | Sandra G. Stoneman Chief Legal Officer | 2024 | 470,000 | | 4,531,349 | 235,000 | 10,350 | 5,246,699 |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards(1) | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price per share ($)(2) | Option expiration date | | Clay B. Siegall, Ph.D. President, Chief Executive Officer and Director | 9/27/2022(3) | 198,565 | — | 1.35 | 9/26/2032 | | | 1/19/2023(5) | 1,191,399 | — | 1.35 | 1/18/2033 | | | 6/28/2023 (4) | 623,315 | 1,513,765 | 5.91 | 6/28/2033 | | | 8/9/2024(6) | — | 800,000 | 12.92 | 8/8/2034 | | Kinney Horn Chief Business Officer | 2/20/2024(7) | — | 300,000 | 23.00 | 2/19/2034 | | | 8/9/2024(8) | — | 130,000 | 12.92 | 8/8/2034 | | Sandra G. Stoneman Chief Legal Officer | 11/3/2020(9) | 148,837 | — | 11.38 | 11/2/2030 | | | 5/28/2021(10) | 14,878 | 1,731 | 20.92 | 5/27/2031 | | | 6/16/2022(11) | 30,625 | 12,375 | 3.42 | 6/15/2032 | | | 6/8/2023(12) | 21,000 | 35,000 | 4.84 | 6/7/2033 | | | 1/31/2024(13) | — | 200,000 | 16.57 | 1/30/2034 | | | 8/9/2024(14) | — | 210,000 | 12.92 | 8/8/2034 |
Outstanding Equity Awards at Fiscal Year End
| (1) Options granted to Dr. Siegall under the 2020 MI Plan were adjusted in accordance with the Merger Agreement. Upon the Closing, we assumed the 2020 MI Plan and each outstanding and unexercised option granted under the 2020 MI Plan (the “MI Options”). At the effective time of the Merger, each MI Option was converted into an option to purchase a number of shares of our common stock determined by multiplying (a) the number of shares of Morphimmune common stock that were subject to such MI Option by (b) 0.3042, and rounding the resulting number down to the nearest whole number of shares of our common stock, and the per share exercise price determined by dividing (x) the per share exercise price of such MI Option by (y) 0.3042, and rounding the resulting exercise price up to the nearest whole cent. |
Outstanding Equity Awards at Fiscal Year End
| (2) Option awards granted to Dr. Siegall under the 2020 MI Plan were granted with a per share exercise price equal to the fair market value of Morphimmune common stock on the grant date, as determined in good faith by the board of directors of Morphimmune. |
Outstanding Equity Awards at Fiscal Year End
| (3) This option vested in full upon the completion of the Merger. This grant was made pursuant to the 2020 MI Plan. |
Outstanding Equity Awards at Fiscal Year End
| (4) On June 28, 2023, Dr. Siegall was granted the CEO Inducement Grant. 25% of the shares vest on the one-year anniversary of the Closing, and the remaining shares vest in 36 equal monthly installments each month thereafter. |
Outstanding Equity Awards at Fiscal Year End
| (5) This option vested in full upon the completion of the Merger. This grant was made pursuant to the 2020 MI Plan. |
Outstanding Equity Awards at Fiscal Year End
| (6) This option vests over four years, with 1/4 vesting on August 9, 2025, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (7) This option vests over four years, with 1/4 vesting on February 12, 2025, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (8) This option vests over four years, with 1/4 vesting on August 9, 2025, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (9) This option vests over four years, with 1/4 vesting on October 26, 2021, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (10) This option vests over four years, with 1/4 vesting on May 28, 2022, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (11) This option vests as follows: (i) with respect to 33,000 shares, 1/4 of such shares vest on June 16, 2023, and the remainder vesting in 36 equal monthly installments thereafter, and (ii) with respect to the remaining 10,000 shares, such shares vested in full on June 16, 2024. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (12) This option vests over two years, with 1/48th vesting in equal monthly installments. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (13) This option vests over four years, with 1/4 vesting on January 31, 2025, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (14) This option vests over four years, with 1/4 vesting on August 9, 2025, and the remainder vesting in 36 equal monthly installments thereafter. The grant was made pursuant to the 2020 Plan. |
Non-Employee Director Compensation
Non-Employee Director Compensation The following table shows for the fiscal year ended December 31, 2024 certain information with respect to the compensation of our non-employee directors:
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1)(2) | Total ($) | | Isaac Barchas, J.D. | 82,500 | 134,999 | 217,499 | | Carol A. Schafer | 60,000 | 397,615 | 457,615 | | Jean-Jacques Bienaimé | 52,500 | 134,999 | 187,499 | | James Boylan(3) | 55,000 | 134,999 | 189,999 | | Sandra M. Swain, M.D. | 32,493 | 404,954 | 437,447 | | Philip Wagenheim | 40,000 | 134,999 | 174,999 |
Non-Employee Director Compensation
| (1) The amounts reported here do not reflect the actual economic value realized by our directors. In accordance with SEC rules, this column represents the grant date fair value of shares underlying stock options, calculated in accordance with ASC 718. Assumptions used in the calculation of the grant date fair value of the stock options are set forth in Note 10, “Share-Based Compensation” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
Non-Employee Director Compensation
| (2) The aggregate number of shares subject to outstanding stock options held as of December 31, 2024 by the non-employee directors who are listed in the table above, which includes grants made to the non-employee directors in 2024 and prior calendar years are as follows: (i) 129,756 shares subject to outstanding stock options for Mr. Barchas, (ii) 44,267 shares subject to outstanding stock options for Ms. Schafer, (iii) 52,029 shares subject to outstanding stock options for Mr. Bienaimé, (iv) 52,871 shares subject to outstanding stock options for Mr. Boylan, (v) 37,070 shares subject to outstanding stock options for Dr. Swain, (vi) 35,583 shares subject to outstanding stock options for Mr. Wagenheim. As of December 31, 2024, none of our non-employee directors held other unvested stock awards. |
Non-Employee Director Compensation
| (3) Mr. Boylan has agreed to receive and hold for the benefit of Enavate Sciences, LP any securities granted to him for his service on the Board. |
Non-Employee Director Compensation
Clay B. Siegall, Ph.D., our President, CEO and Chairman of the Board, does not receive any additional compensation for his service on the Board. Dr. Siegall’s compensation as a Named Executive Officer is set forth above under “Executive Compensation-Summary Compensation Table.”
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy The Board adopted a non-employee director compensation policy in September 2020 that is applicable to all of our non-employee directors. The compensation policy was amended effective October 2020, July 2021, June 2022 and October 2023, each following a review of the program. As in effect for 2024, our compensation policy provided that each non-employee director will receive the following compensation for service on the Board:
Non-Employee Director Compensation Policy
| • | an annual cash retainer of $40,000 for eligible directors; |
Non-Employee Director Compensation Policy
| • | an annual cash retainer of $60,000 for service as lead independent director (in lieu of the regular annual retainer described above); |
Non-Employee Director Compensation Policy
| • | an annual cash retainer of $7,500 for service as a member of the Audit Committee, $5,000 for service as a member of the Compensation Committee, and $5,000 for service as a member of the Nominating Committee; |
Non-Employee Director Compensation Policy
| • | additional cash retainers of $15,000 for service as the chair of the Audit Committee, $10,000 for service as the chair of the Compensation Committee, and $10,000 for service as the chair of the Nominating Committee; |
Non-Employee Director Compensation Policy
| • | for a non-employee director joining the Board (i) after October 27, 2023 or (ii) in connection with the Closing, upon the later of (x) the date of their initial election or appointment to the Board and (y) October 27, 2023, a stock option to purchase shares of common stock with an aggregate value of $270,000. Such option will vest in equal quarterly installments following the date of grant such that the option is fully vested on the third anniversary of the date of grant, subject to the non-employee director’s continuous service through each applicable vesting date; and |
Non-Employee Director Compensation Policy
| • | on the business day following each annual meeting of stockholders, commencing with the 2024 annual meeting of stockholders, an option to purchase shares of common stock with an aggregate value of $135,000. Such option will vest in equal quarterly installments over the four quarters following the date of grant such that the option is fully vested on the first anniversary of the date of grant, subject to the non-employee director’s continuous service through each applicable vesting date. |
Non-Employee Director Compensation Policy
In the event of a Change in Control (as defined in the 2020 Plan), the then unvested options held by each non-employee director who remains in service through the date of the Change in Control will become fully vested. Pursuant to the non-employee director compensation policy, the compensation described above is subject to the limits on non-employee director compensation set forth in the 2020 Plan. Each of the awards described above will be granted under the 2020 Plan, the terms of which are described in more detail below under “Executive Compensation-Employee Benefit Plans-2020 Equity Incentive Plan”. We will also continue to reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.
Executive Officer and Director Compensation
Executive Officer and Director Compensation We have granted stock options to certain of our executive officers and directors. See the sections titled “Non-Employee Director Compensation” and “Executive Compensation” for a description of these stock options.