DEF 14A of 4D Molecular Therapeutics, Inc., Apr 29, 2025

DEF 14A of 4D Molecular Therapeutics, Inc.

Filed Apr 29, 2025 · FY20240001140361-25-016307

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board 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 staggered, three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified. The Board currently consists of seven directors, divided into the three following classes:

  2. ELECTION OF DIRECTORS

    | • | Class I director: David Kirn, M.D., whose current term will expire at the annual meeting of stockholders to be held in 2027; |

  3. ELECTION OF DIRECTORS

    | • | Class II directors: Jacob Chacko, M.D., MBA, Susannah Gray, MBA and Charles Theuer, M.D., Ph.D., whose current terms will expire at the Annual Meeting; and |

  4. ELECTION OF DIRECTORS

    | • | Class III directors: Nancy Miller-Rich, John F. Milligan, Ph.D. and Shawn Cline Tomasello, MBA, whose current terms will expire at the annual meeting of stockholders to be held in 2026. |

  5. ELECTION OF DIRECTORS

    At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders. Dr. Chacko, Ms. Gray and Dr. Theuer have been nominated to serve as Class II directors and have each elected to stand for reelection. Each director to be elected will hold office from the date of their election by the stockholders until the third subsequent annual meeting of stockholders or until his or her successor is elected and has been qualified, or until such director’s earlier death, resignation or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominee named above. In the event that the nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

  6. THE BOARD OF DIRECTORS RECOMMENDS A VOTE

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED NOMINEE. The following table sets forth, for the Class II nominees (who are currently standing for re-election) and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of April 29, 2025 and position/office held within the Company:

  7. THE BOARD OF DIRECTORS RECOMMENDS A VOTE

    | Name | Age | Position/Office Held With the Company | Director Since | | Class I Director whose term expires at the 2027 annual meeting of stockholders | | | | | David Kirn, M.D. | 63 | Director and Chief Executive Officer | 2013 | | Class II Directors whose terms expire at the Annual Meeting | | | | | Jacob Chacko, M.D., MBA(2)(3) | 46 | Director | 2019 | | Susannah Gray, MBA(2)(4) | 64 | Director | 2020 | | Charles Theuer, M.D., Ph.D.(1)(2)(3) | 61 | Director | 2015 | | Class III Directors whose terms expire at the 2026 annual meeting of stockholders | | | | | Nancy Miller-Rich(1)(4) | 66 | Director | 2020 | | John F. Milligan, Ph.D. | 64 | Director and Executive Chairman | 2020 | | Shawn Cline Tomasello, MBA(1)(3)(4) | 66 | Director | 2020 |

  8. THE BOARD OF DIRECTORS RECOMMENDS A VOTE

    | (1) Member of the Science and Technology Committee. |

  9. THE BOARD OF DIRECTORS RECOMMENDS A VOTE

    | (2) Member of the Audit Committee. |

  10. THE BOARD OF DIRECTORS RECOMMENDS A VOTE

    | (3) Member of the Nominating and Corporate Governance Committee. |

  11. THE BOARD OF DIRECTORS RECOMMENDS A VOTE

    | (4) Member of the Compensation Committee. |

  12. THE BOARD OF DIRECTORS RECOMMENDS A VOTE

    Set forth below is biographical information for the nominee and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

  13. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders Jacob Chacko, M.D., MBA, has served as a member of our board of directors since March 2019. Dr. Chacko has served as Chief Executive Officer of ORIC Pharmaceuticals, Inc., a clinical-stage oncology company focused on discovery and development of novel therapies against treatment-resistant cancers, since May 2018. Prior to ORIC, Dr. Chacko served as Chief Financial Officer of Ignyta, Inc., a publicly traded precision oncology company, from May 2014 until February 2018 when Ignyta was acquired by Roche Holdings, Inc. Prior to Ignyta, Dr. Chacko was an investor at TPG Capital from August 2008 until May 2014. From 2002 until 2003, Dr. Chacko was a consultant serving healthcare clients at McKinsey & Company. Dr. Chacko has served as chairman of the board of directors of Bright Peak Therapeutics, an oncology company, since November 2021. He also served on the board of directors of Turning Point Therapeutics, Inc., a publicly traded biotechnology company, from November 2018 until March 2021, RentPath Inc., a digital media company, from 2011 until 2014, Envision Pharmaceutical Services, LLC from 2013 until 2014, Bonti, Inc., a biotechnology company, from February 2018 until October 2018 and the Packard Children’s Health Alliance at the Lucile Packard Children’s Hospital Stanford from 2013 until June 2017. Dr. Chacko currently chairs the Western Regional Selection Committee for the Marshall Scholarship. Dr. Chacko concurrently received his M.D. from U.C. Los Angeles and his M.B.A. from Harvard Business School. Dr. Chacko received a M.Sc. from Oxford University as a Marshall Scholar. We believe Dr. Chacko is qualified to serve as a member of our board of directors based on his medical and finance background, his experience in investing in life science companies and his service on the boards of public and private companies. Susannah Gray, MBA, has served as a member of our board of directors since July 2020. Ms. Gray served as the Executive Vice President of Finance and Strategy of Royalty Pharma Management, LLC, a buyer of pharmaceutical royalties and a funder across the biopharmaceutical industry, and in various other similar roles from 2005 until 2019. Prior to Royalty Pharma, Ms. Gray served as a managing director and senior analyst covering the healthcare sector of CIBS World Market’s high yield group from 2002 to 2004, and also previously served in similar roles at Merrill Lynch and Chase Securities, Inc. (predecessor of JP Morgan Securities, Inc.). Ms. Gray currently serves on the board of directors of Theravance BioPharma, Inc., a publicly traded biopharmaceutical company, since February 2023, and Maravai LifeSciences Holdings, Inc., a publicly traded biotechnology company, since December 2020. She also serves on the board of directors of several private companies and organizations, including StreetSquash and the German Marshall Fund. Ms. Gray is also a trustee of Wesleyan University and serves as a Governor of the Colby College Museum of Art. Ms. Gray previously served on the board of directors of Morphic Holding, Inc., a publicly traded biopharmaceutical company, from April 2021 until its acquisition in August 2024, and Apria, Inc., a privately held healthcare company, from May 2021 until its acquisition in March 2022. From March 2021 until February 2025, Ms. Gray was a member of the board of directors of BioSplice Therapeutics, Inc., a privately held pharmaceutical company. Ms. Gray received a B.A. from Wesleyan University in 1982 and an M.B.A. from Columbia University in 1990. We believe Ms. Gray is qualified to serve as a member of our board of directors based on her experience in corporate finance and capital markets and previous experience in investment banking covering the healthcare sector. Charles Theuer, M.D., Ph.D., has served as a member of our board of directors since December 2015. Dr. Theuer has served as Chief Medical Officer at Halozyme, Inc., since October 2024. He previously served as President and Chief Executive Officer at Tracon Pharmaceuticals, Inc., from June 2006 until July 2024 and Chief Medical Officer at TargeGen, Inc. until June 2006. He currently serves on the board of directors of the following publicly traded companies: Oncternal Therapeutics Inc. since May 2018, where he serves on the Science and Development and Nominating and Corporate Governance committees. He previously served on the board of directors of Tracon Pharmaceuticals, Inc. from June 2006 until July 2024. Dr. Theuer received a B.S. in Life Sciences from the Massachusetts Institute of Technology in 1985. He received his M.D. from U.C. San Francisco in 1989. He received his Ph.D. in Environmental Health Science from U.C. Irvine in 2002. We believe that Dr. Theuer is qualified to serve as a member of our board of directors based on his medical and scientific background and because of his experience in leading and serving on the boards of public and private life science companies.

  14. FOR THE ELECTION OF EACH OF THE ABOVE NAMED NOMINEES

    FOR THE ELECTION OF EACH OF THE ABOVE NAMED NOMINEES

  15. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Nancy Miller-Rich has served as a member of our board of directors since November 2020. She has served as a consultant and advisor to various pharmaceutical and biotechnology companies since September 2017. Previously, Ms. Miller-Rich served in a number of leadership roles at Merck & Co., Inc. and, prior to the merger of the two companies, at Schering-Plough Corporation, including most recently as Senior Vice President, Global Human Health Business Development & Licensing, Strategy and Commercial Support from November 2013 to September 2017 and as Group Vice President, Consumer Care Global New Ventures and Strategic Commercial Development from January 2007 to November 2013. Prior to joining Schering-Plough in 1990, Ms. Miller-Rich served in a variety of commercial and marketing roles at Sandoz Pharmaceuticals and Sterling Drug, Inc. Ms. Miller-Rich has served on the board of directors of several publicly traded biotechnology companies, such as Intercept Pharmaceuticals, Inc. since April 2018, Aldeyra Therapeutics, Inc. since January 2020, and Kadmon Holdings, Inc. from October 2020 to November 2021. She has also served on the board of directors of private biotechnology companies Attralus, Inc. since July 2020 and BioTheryX from August 2021 until April 2023. She received her undergraduate degree in Business Administration, Marketing, from Ithaca College in New York in 1981. We believe Ms. Miller-Rich is qualified to serve as a member of our board of directors based on her extensive experience as a director of publicly traded biotechnology companies. John F. Milligan, Ph.D., has served as Executive Chairman of our board of directors since August 2020. Dr. Milligan previously served as the President and Chief Executive Officer, and President and Chief Operating Officer, of Gilead Sciences, Inc. from March 2016 and May 2008, respectively, until February 2019, served on the board of directors of Gilead Sciences, Inc. from March 2016 until December 2018, and spent a total of 29 years at Gilead in various roles since 1990. Prior to joining Gilead, Dr. Milligan was a postdoctoral research fellow at the University of California San Francisco Medical Center. Dr. Milligan has served on the board of directors of Pacific Biosciences of California, a publicly traded biotechnology company, since July 2013, TurnCare, Inc., a privately held patient-support technology company, since December 2023, and Kailera Therapeutics, a privately-held clinical-stage biopharmaceutical company, since October 2024. He also serves as the Chair of the Board of Trustees of Ohio Wesleyan University. Dr. Milligan received his B.A. in Chemistry from Ohio Wesleyan University in 1983 and his Ph.D. from the University of Illinois at Urbana-Champaign in 1988. We believe Dr. Milligan is qualified to serve as a member of our board of directors based on his extensive experience and leadership roles in the biopharmaceutical industry. Shawn Cline Tomasello, MBA, has served as a member of our board of directors since November 2020. She served as Chief Commercial Officer of Kite Pharma from December 2015 to July 2018. Before that, Ms. Tomasello served as the Chief Commercial Officer of Pharmacyclics, LLC from August 2014 to August 2015. She has served on the boards of several publicly traded biotechnology companies including Cabaletta Bio, Inc. since July 2023, AlloVir, Inc. since March 2022, and TCR2 Therapeutics, Inc. since February 2021, as well as the board of the privately held biotechnology company Centrexion Therapeutics Corporation since June 2017, and previously served on the boards of Orna Therapeutics, Inc., a privately held biotechnology company, from September 2022 until March 2024 and Gamida-Cell Ltd. from March 2019 until May 2024. Ms. Tomasello previously served on the board of several publicly traded biotechnology companies, including UroGen Pharma Ltd. from July 2018 to June 2022 and Mesoblast Ltd. from July 2018 to August 2022. Ms. Tomasello received her undergraduate degree in marketing from the University of Cincinnati in 1982 and her MBA from Murray State University in Kentucky in 1989. We believe Ms. Tomasello is qualified to serve as a member of our board of directors based on her extensive experience in building successful commercial operations for biopharmaceutical companies and her experience as a director of publicly traded life science companies.

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION With respect to fiscal year 2024, each of our non-employee directors was covered by our compensation policy for our non-employee directors (the “Director Compensation Program”). For 2024, pursuant to the Director Compensation Program, our non-employee directors received cash compensation (paid quarterly in arrears) as follows:

  17. DIRECTOR COMPENSATION

    | • | Each non-employee director received an annual cash retainer in the amount of $40,000 per year. |

  18. DIRECTOR COMPENSATION

    | • | The chairperson of the Audit Committee received additional annual cash compensation in the amount of $20,000 per year for such chairperson’s service on the Audit Committee. Each non-chairperson member of the Audit Committee received additional annual cash compensation in the amount of $10,000 per year for such member’s service on the Audit Committee. |

  19. DIRECTOR COMPENSATION

    | • | The chairperson of the Compensation Committee received additional annual cash compensation in the amount of $15,000 per year for such chairperson’s service on the Compensation Committee. Each non-chairperson member of the Compensation Committee received additional annual cash compensation in the amount of $7,500 per year for such member’s service on the Compensation Committee. |

  20. DIRECTOR COMPENSATION

    | • | The chairperson of the Nominating and Corporate Governance Committee received additional annual cash compensation in the amount of $10,000 per year for such chairperson’s service on the Nominating and Corporate Governance Committee. Each non-chairperson member of the Nominating and Corporate Governance committee received additional annual cash compensation in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee. |

  21. DIRECTOR COMPENSATION

    | • | The chairperson of the Science and Technology Committee received additional annual cash compensation in the amount of $10,000 per year for such chairperson’s service on the Science and Technology Committee. Each non-chairperson member of the Science and Technology Committee received additional annual cash compensation in the amount of $5,000 per year for such member’s service on the Science and Technology Committee. |

  22. DIRECTOR COMPENSATION

    For 2024, the Executive Chairperson received an annual retainer of $150,000 in lieu of any cash payable under the Director Compensation Program. Under the Director Compensation Program and subject to the limitations in the Plan, during 2024, each non-employee director was granted an option to purchase 22,500 shares of our common stock automatically on the date of the annual stockholder’s meeting, provided, that the Executive Chairman was granted an option to purchase 26,791 shares of our common stock. The option grant will vest as to 33.3% of the underlying shares on the first anniversary of the date of grant and as to 1/36th of the underlying shares on each monthly anniversary thereafter, subject to continued service through each applicable vesting date. Any unvested shares subject to the option grant will accelerate in full on a change in control (as defined in the Director Compensation Program). The exercise price per share subject to the option grants is equal to the fair market value of a share of our common stock on the grant date. No portion of the option grant which is unvested or unexercisable at the time of a non-employee director’s termination of service on our board shall become vested and exercisable thereafter. The following table summarizes the total compensation earned during the year ended December 31, 2024 for our non-employee directors. Dr. Kasahara resigned from the Board effective on January 1, 2024 and was appointed as Chief Scientific Officer.

  23. DIRECTOR COMPENSATION

    | Name | Fees Earned in Cash ($)(1) | Option Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | John Milligan, Ph.D. | 150,000 | 496,807 | — | 646,807 | | Charles Theuer, M.D., Ph.D. | 65,000 | 417,236 | — | 482,236 | | Jacob Chacko, M.D., MBA | 65,000 | 417,236 | — | 482,236 | | Susannah Gray, MBA | 65,000 | 417,236 | — | 482,236 | | Nancy Miller-Rich | 52,500 | 417,236 | — | 469,736 | | Shawn Tomasello, MBA | 61,944 | 417,236 | — | 479,180 |

  24. DIRECTOR COMPENSATION

    | (1) Amounts reported represent the aggregate dollar amount of all fees earned or paid in cash to each non-employee director for their service as a director during 2024, including any annual retainer fees and committee and/or chairmanship fees. Cash fees are paid quarterly in arrears. |

  25. DIRECTOR COMPENSATION

    | (2) Amounts shown represent the grant date fair value of stock options granted during fiscal year 2024 as calculated in accordance with FASB ASC Topic 718. See Item 12 of the financial statements and the subsection entitled “Stock-Based Compensation Expense” included in our Form 10-K filed on February 28, 2025 for the assumptions used in calculating these amounts. |

  26. DIRECTOR COMPENSATION

    | (3) All options were granted under the Plan and have an exercise price equal to the fair market value of our common stock on the grant date. The options granted represent the annual option grant described in the narrative above and vest as to 33.3% of the underlying shares on the first anniversary of the date of grant and as to 1/36th of the underlying shares on each monthly anniversary thereafter, subject to the respective director’s continued service through each applicable vesting date. |

  27. DIRECTOR COMPENSATION

    The table below shows the aggregate numbers of option awards (exercisable and unexercisable) held as of December 31, 2024 by each non-employee director.

  28. DIRECTOR COMPENSATION

    | Name | Option Awards Outstanding at 2024 Fiscal Year End | | John Milligan, Ph.D. | 463,284 | | Charles Theuer, M.D., Ph.D. | 158,017 | | Jacob Chacko, M.D., MBA | 145,000 | | Susannah Gray, MBA | 135,000 | | Nancy Miller-Rich | 135,000 | | Shawn Tomasello, MBA | 135,000 |

  29. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2024 and December 31, 2023 (to the extent the NEO served as a NEO as of such date).

  30. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | David Kirn, M.D. Chief Executive Officer | 2024 | 662,780 | — | — | 292,662 | 53,561(3) | 1,009,004 | | | 2023 | 596,640 | — | 9,278,715 | 394,953 | 16,500 | 10,286,808 | | Uneek Mehra Chief Financial and Business Officer | 2024 | 545,752 | 100,000(4) | — | 178,147 | — | 823,899 | | Fariborz Kamal, Ph.D. Chief Operating Officer & President | 2024 | 546,273 | — | — | 180,603 | 7,731(5) | 734,607 | | | 2023 | 489,389 | — | 3,758,059 | 296,812 | — | 4,544,260 |

  31. 2024 Summary Compensation Table

    | (1) Amounts shown represent the grant date fair value of options granted as calculated in accordance with ASC Topic 718. No options were granted in fiscal year 2024. |

  32. 2024 Summary Compensation Table

    | (2) Amounts represent the annual performance-based cash bonuses earned by our NEOs based on the achievement of certain corporate performance objectives during 2024. For fiscal year 2024, these amounts were paid to the NEOs in early 2025. Please see the descriptions of the annual performance bonuses paid to our NEOs under “2024 Bonuses” below. |

  33. 2024 Summary Compensation Table

    | (3) The amount reported in 2024 for Dr. Kirn includes Company’s match of his contributions to our 401(k) plan of $17,250 and a one-time cash payment of $36,311 paid in lieu of accrued and unused vacation as of December 31, 2024 as a result of the Company’s transition of its Human Resources services from a third party. |

  34. 2024 Summary Compensation Table

    | (4) The amounts reported in 2024 for Mr. Mehra represents the sign-on bonus paid in connection with the start of his employment in September 2023. |

  35. 2024 Summary Compensation Table

    | (5) The amount reported in 2024 for Dr. Kamal represents a one-time cash payment paid in lieu of accrued and unused vacation as of December 31, 2024 as a result of the Company’s transition of its Human Resources services from a third party. |

  36. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table lists all outstanding equity awards held by our NEOs as of December 31, 2024.

  37. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Option Awards | | | | | Name | Vesting Commencement Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | David Kirn, M.D | 03/08/2021 | 149,625 | 9,375 | 41.66 | 3/7/2031 | | | 02/01/2022 | 104,980 | 43,750 | 15.78 | 1/31/2032 | | | 02/10/2023 | 101,750 | 120,250 | 20.24 | 2/09/2033 | | | 12/11/2023 | 122,917 | 442,500 | 14.42 | 12/10/2033 | | Fariborz Kamal, Ph.D. | 10/12/2018(2) | 214,887 | 0 | 8.27 | 10/11/2028 | | | 12/20/2018(2) | 71,930 | 0 | 8.27 | 12/19/2028 | | | 03/08/2021 | 56,250 | 3,750 | 41.66 | 03/07/2031 | | | 02/01/2022 | 49,583 | 20,417 | 15.78 | 01/31/2032 | | | 09/01/2022 | 33,750 | 26,250 | 8.04 | 08/31/2032 | | | 09/23/2022 | 8,437 | 6,563 | 8.06 | 09/22/2032 | | | 02/10/2023 | 34,375 | 40,625 | 20.24 | 02/09/2033 | | | 12/11/2023 | 65,000 | 195,000 | 14.42 | 12/10/2033 | | Uneek Mehra | 9/11/2023(2) | 71,761 | 157,873 | 12.02 | 09/30/2033 | | | 12/11/2023 | 18,750 | 56,250 | 14.42 | 12/10/2033 |

  38. Outstanding Equity Awards at 2024 Fiscal Year End

    | (1) Except as otherwise noted, the option vests as to 1/48th of the shares on each monthly anniversary of the vesting commencement date, such that all awards will be vested on the four year anniversary of the vesting commencement date, subject to the holder continuing to provide services to us through such vesting date. Please see the descriptions of the change in control severance agreements which our NEOs are party to under “Executive Compensation Arrangements” below for a description of the accelerated vesting of the options on a qualifying termination in connection with a change in control. |

  39. Outstanding Equity Awards at 2024 Fiscal Year End

    | (2) The option vests as to 25% of the shares on the one year anniversary of the vesting commencement date and vest as to 1/48th of the shares monthly thereafter, such that all awards will be vested on the four year anniversary of the vesting commencement date, subject to the holder continuing to provide services to us through such vesting date. |

  40. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2023, and 2024 and our financial performance for each such fiscal year:

  41. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(3) | Net Income (thousands) ($) | | 2024 | 1,009,004 | (6,841,155) | 779,253 | (2,676,111) | 25.08 | (160,868) | | 2023 | 10,286,808 | 15,354,119 | 4,254,605 | 4,914,905 | 91.22 | (100,837) |

  42. Pay Versus Performance Table

    | (1) Amounts represent compensation actually paid to our principal paid officer (the “PEO” or the “principal paid officer”) and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under Securities Exchange Commission rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |

  43. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2024 | David Kirn | Fariborz Kamal, Uneek Mehra | | 2023 | David Kirn | Fariborz Kamal, Robert Kim |

  44. Pay Versus Performance Table

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  45. Pay Versus Performance Table

    | | 2024 | | 2023 | | | Adjustments | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table—Total Compensation Reported | 1,009,004 | 779,253 | 10,286,808 | 4,254,605 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | — | — | (9,278,715) | (3,509,083) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | — | — | 11,572,246 | 4,636,819 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (7,621,346) | (3,201,389) | 1,594,335 | (303,526) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | 470,412 | 132,708 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (228,813) | (253,975) | 709,033 | (296,618) | | Compensation Actually Paid | (6,841,155) | (2,676,111) | 15,354,119 | 4,914,905 |

  46. Pay Versus Performance Table

    | (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life calculated as of the revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and prior fiscal years. |

  47. Pay Versus Performance Table

    | (3) Assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |

  48. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table