DEF 14A of BridgeBio Pharma, Inc., Apr 30, 2025

DEF 14A of BridgeBio Pharma, Inc.

Filed Apr 30, 2025 · FY20240001140361-25-016452

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. General

    General Our amended and restated certificate of incorporation provides for a Board of Directors that is divided into three classes. The term for each class is three years, staggered over time. The terms of the Class III directors are scheduled to expire on the date of the upcoming Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, or the Nominating and Corporate Governance Committee, the Board of Directors’ nominees for election by the stockholders are the current Class III members: Neil Kumar, Ph.D., Charles Homcy, M.D., Douglas A. Dachille, Ronald J. Daniels, and Andrew W. Lo, Ph.D. If elected, each nominee will serve as a director until the date of the annual meeting of stockholders following the year ending December 31, 2027, and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. Our Board of Directors is currently comprised of fourteen (14) members. If each of the Class III director nominees is elected at the Annual Meeting, the composition of our Board of Directors will be as follows: Class I: James C. Momtazee, Frank P. McCormick, Ph.D., F.R.S., D.Sc., Randal W. Scott, Ph.D. and Hannah A. Valantine, M.D.; Class II: Eric Aguiar, M.D., Jennifer E. Cook, Andrea J. Ellis, Fred Hassan and Ali J. Satvat; and Class III: Neil Kumar, Ph.D., Charles Homcy, M.D., Douglas A. Dachille, Ronald J. Daniels, and Andrew W. Lo, Ph.D. In the absence of instructions to the contrary, the persons named as proxy holders in the accompanying proxy intend to vote in favor of the election of the nominees designated below to serve until the date of the annual meeting of stockholders following the year ending December 31, 2027 and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. Each nominee is currently a director. The Board of Directors expects that each nominee will be available to serve as a director, but if any such nominee should become unavailable or unwilling to stand for election, it is intended that the shares represented by the proxy will be voted for such substitute nominee as may be designated by the Board of Directors. The biographies of our directors and their ages as of March 31, 2025, are set forth below.

  3. General

    | Name | Age | Position | | Neil Kumar, Ph.D. | 46 | Chief Executive Officer and Director | | Eric Aguiar, M.D.(1) | 63 | Director | | Jennifer E. Cook(3) | 59 | Director | | Douglas A. Dachille(1)(2) | 60 | Director | | Ronald J. Daniels(3) | 65 | Director | | Andrea J. Ellis(1) | 39 | Director | | Fred Hassan(3) | 79 | Director and Lead Independent Director | | Charles Homcy, M.D. | 76 | Director and Lead Director | | Andrew W. Lo, Ph.D.(2) | 64 | Director | | Frank P. McCormick, Ph.D., F.R.S., D.Sc. | 74 | Director | | James C. Momtazee | 53 | Director | | Ali J. Satvat(2)(3) | 47 | Director | | Randal W. Scott, Ph.D.(1) | 67 | Director | | Hannah A. Valantine, M.D.(2) | 73 | Director |

  4. General

    | (1) Member of the Audit Committee |

  5. General

    | (2) Member of the Nominating and Corporate Governance Committee |

  6. General

    | (3) Member of the Compensation Committee |

  7. Nominees for Director

    Nominees for Director Class III: The persons listed below are nominated for election to Class III of the Board of Directors to serve a three-year term ending on the date of the annual meeting of stockholders following the year ending December 31, 2027, and until their successors are elected and qualified, or until such director’s earlier death, resignation or removal. The Board of Directors recommends that you vote FOR the following nominees. Neil Kumar, Ph.D., is a co-founder and has served as our Chief Executive Officer and a member of our Board of Directors since April 2015. Dr. Kumar has also served as the Chief Executive Officer of our subsidiary, Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX), a clinical-stage biopharmaceutical company, and a member of Eidos Therapeutics’ board of directors since March 2016. Prior to co-founding us, he served as the interim vice president of business development at MyoKardia, Inc. (formerly Nasdaq: MYOK, acquired by Bristol Myers Squibb), a clinical-stage biopharmaceutical company, from 2012 to 2014. Prior to that, Dr. Kumar served as a principal at Third Rock Ventures, a venture capital firm, from 2011 to 2014. Before joining Third Rock Ventures, he served as an associate principal at McKinsey & Company, a worldwide management consulting firm, from 2007 to 2011. Dr. Kumar has served as a member of the board of directors of LianBio (formerly Nasdaq: LIAN) since October 2019, and as executive chair of the board of managers of GondolaBio, LLC since August 2024. He received his B.S. and M.S. degrees in chemical engineering from Stanford University and received his Ph.D. in chemical engineering from the Massachusetts Institute of Technology. Dr. Kumar’s qualifications to serve on our Board of Directors include his role as our principal executive officer and his extensive experience as an executive officer of biotechnology companies. Charles Homcy, M.D., has served as a member of our Board of Directors since November 2018, our Chairman of Pharmaceuticals since February 2019, and our Lead Director since February 2020. In 2010, Dr. Homcy joined Third Rock Ventures, a venture capital firm, where he currently serves on the Scientific Advisory Board. He served as president and chief executive officer of Portola Pharmaceuticals, Inc. (Nasdaq: PTLA), a clinical biotechnology company, since co-founding the company in 2003 until 2010. Prior to that, Dr. Homcy served as the president of research and development at Millennium Pharmaceuticals, Inc. (currently, Takeda Oncology), a biopharmaceutical company, following its acquisition of COR Therapeutics, Inc. in 2002. He joined COR Therapeutics, a biopharmaceutical company, in 1995 as executive vice president of research and development, and he served as a director of the company from 1998 to 2002. Dr. Homcy was a clinical professor of medicine at the University of California, San Francisco Medical School, and attending physician at the San Francisco Veterans Affairs Hospital from 1997 to 2011. He was previously president of the medical research division of American Cyanamid-Lederle Laboratories, a division of Wyeth-Ayerst Laboratories. He currently serves on the board of directors of Maze Therapeutics, Inc., a biopharmaceutical company, and was formerly a director of Portola Pharmaceuticals from 2004 until March 2019, Global Blood Therapeutics, Inc. (Nasdaq: GBT, acquired by Pfizer, Inc.) from 2012 until June 2019, and Pliant Therapeutics, Inc. (Nasdaq: PLRX) from 2015 until June 2022. Dr. Homcy holds a B.A. and an M.D. from Johns Hopkins University and served as an emeritus trustee of the institution from 2013 to 2024. Dr. Homcy’s qualifications to serve on our Board of Directors include his significant experience building and leading successful biotechnology companies and his scientific expertise. Douglas A. Dachille has served as a member of our Board of Directors since August 2021. Mr. Dachille served as Executive Vice President and Chief Investment Officer for American International Group, Inc. (“AIG”) (NYSE: AIG) from September 2015 to June 2021. Before assuming these roles at AIG, Mr. Dachille served as Chief Executive Officer of First Principles Capital Management, LLC (“First Principles”), an investment management firm, from September 2003 until its acquisition by AIG in September 2015. Prior to co-founding First Principles, he was President and Chief Operating Officer of Zurich Capital Markets. Mr. Dachille began his career at JPMorgan Chase, where he served as Global Head of Proprietary Trading and Co-Treasurer. Mr. Dachille has served as a member of the board of directors of Equitable Holdings, Inc. (NYSE: EQH) since January 2025 and as a member of the board of directors of PNC Financial Services Group, Inc. (NYSE: PNC) since February 2025. Mr. Dachille earned his bachelor’s degree in a special joint program through Union University and Albany Medical College and an M.B.A. in finance from the University of Chicago. Mr. Dachille’s qualifications to serve on our Board of Directors include his decades of investment management experience, strategic expertise, and previous service as a board observer for the Company. Ronald J. Daniels has served as a member of our Board of Directors since February 2020. Mr. Daniels has been the president of Johns Hopkins University since March 2009. He is a member of the Board of Managers of the Johns Hopkins Applied Physics Laboratory and the chair of the Executive Committee of Johns Hopkins Health System. A law and economics scholar, Mr. Daniels is author or editor of seven books and dozens of scholarly articles. Before joining Johns Hopkins University, he served as Provost and a Professor of Law at the University of Pennsylvania and Dean and James M. Tory Professor of Law of the Faculty of Law at the University of Toronto. Mr. Daniels previously served as a director of T. Rowe Price Funds from January 2018 until April 2022. Mr. Daniels earned an L.L.M. from Yale University in 1988 and a J.D. in 1986 from the University of Toronto. He received a B.A. from the University of Toronto in 1982 in political science and economics. Mr. Daniels’ qualifications to serve on our Board of Directors include his extensive experience as a professor and now a leader at one of the world’s premier science institutions. Andrew W. Lo, Ph.D., has served as a member of our Board of Directors since June 2020. Dr. Lo is the Charles E. and Susan T. Harris Professor at the MIT Sloan School of Management, director of the MIT Laboratory for Financial Engineering, a principal investigator at the MIT Computer Science and Artificial Intelligence Laboratory and has served as a professor at the MIT Sloan School of Management since 1988. He is also an external faculty member of the Santa Fe Institute and a research associate of the National Bureau of Economic Research. Dr. Lo currently serves on the board of directors of clinical-stage and preclinical biopharmaceutical companies, including AbCellera Biologics Inc. (Nasdaq: ABCL) since December 2021, Atomwise Inc. and Vesalius Therapeutics. He also served as a director on the board of directors of Roivant Sciences, Inc. (Nasdaq: ROIV) from July 2016 to November 2022. Dr. Lo holds a B.A. in Economics from Yale University and a Ph.D. in Economics from Harvard University. Dr. Lo’s qualifications to serve on our Board of Directors include his extensive experience as a professor and a leader at two premier educational institutions, as well as his research experience in healthcare finance.

  8. Current Directors

    Current Directors

  9. Class I: Currently Serving Until the 2026 Annual Meeting

    Class I: Currently Serving Until the 2026 Annual Meeting James C. Momtazee has served as a member of our Board of Directors since March 2016 and as our Senior Advisor - Transactions from February 2020 until January 2021. He is the Managing Partner of Patient Square Capital, LP, a dedicated health care investment firm. He was Chairman and CEO of Montes Archimedes Acquisition Corporation from October 2020 until October 2021. He was previously a Member of KKR, a private equity and alternative asset management firm, and had been employed by KKR for 21 years ending in July 2019. Mr. Momtazee currently serves on the board of directors of Apollo Therapeutics, Enavate Sciences, GondolaBio, LLC, Hanger, Inc., Kriya Therapeutics, Inc., The Medical Device Manufacturers Association, Elevage Medical Technologies, Syneos Health, and Roivant Sciences, Inc. (Nasdaq: ROIV). He previously served on the boards of directors of Jazz Pharmaceuticals plc (Nasdaq: JAZZ), a biopharmaceutical company, from 2004 to 2014, HCA Healthcare Inc. (formerly HCA Holdings Inc.; NYSE: HCA), a health care services company, from 2006 to 2014, and Entellus Medical, Inc., a medical technology company, from 2017 to 2018 and PRA Health Sciences (formerly Nasdaq: PRAH) from 2013 to 2021. He received an A.B. from Stanford University and an M.B.A. from the Stanford Graduate School of Business. Mr. Momtazee’s qualifications to serve on our Board of Directors include his expertise in corporate governance, the healthcare industry and in financing and financial matters. Frank P. McCormick, Ph.D., F.R.S., D.Sc., has served as a member of our Board of Directors since February 2023. He currently also serves as our Chairman of Oncology and has held this position since April 2019. He is also a Professor in the University of California, San Francisco (“UCSF”) Helen Diller Family Comprehensive Cancer Center, a multidisciplinary research and medical care organization, and has been a UCSF faculty member since 1997. Dr. McCormick held the positions of Director of the UCSF Helen Diller Family Comprehensive Cancer Center and served as Associate Dean of the UCSF School of Medicine from 1997 to 2014. Prior to joining the UCSF faculty, Dr. McCormick pursued cancer-related work with several biotechnology firms, including Cetus Corporation as Director of Molecular Biology from 1981 to 1990 and Vice President of Research from 1990 to 1991, and Chiron Corporation as Vice President of Research from 1991 to 1992. In 1992, Dr. McCormick founded Onyx Pharmaceuticals and served as its Chief Scientific Officer until 1996. Dr. McCormick is a Fellow of the Royal Society, an institution dedicated to science, since 1996, a member of the National Academy of Sciences since 2014 and has served as President, 2012 to 2013, for the American Association for Cancer Research. Since 2013, Dr. McCormick has led the National Cancer Institute’s Ras Initiative at the Frederick National Laboratories for Cancer Research overseeing the national effort to develop therapies against Ras-driven cancers. Dr. McCormick also served as a member of the board of directors of Olema Pharmaceuticals, Inc. (Nasdaq: OLMA) from December 2014 to April 2021, and Aduro Biotech, Inc. (Nasdaq: KDNY) from 2010 to February 2019. Dr. McCormick received his B.Sc. in biochemistry from the University of Birmingham and his Ph.D. in biochemistry from the University of Cambridge and held postdoctoral fellowships in the U.S. at the State University of New York at Stony Brook and in London at the Imperial Cancer. Dr. McCormick’s qualifications to serve on our Board of Directors include his extensive scientific background, particularly in the field of oncology. Randal W. Scott, Ph.D., has served as a member of our Board of Directors since June 2020. Dr. Scott is currently the Chairman and CEO of Genomic Life, positions in which he has served since January 2024. He is also a cofounder of Invitae Corporation (“Invitae”), a genetic information company (formerly NYSE: NVTA), where he rejoined as Chairman of the board of Invitae from July 2022 to August 2024 and previously served as the Chairman and CEO from 2012 to 2017, the Executive Chairman from 2017 to 2019, and as a member of the board of directors from 2010 until August 2019. Dr. Scott has served on the board of directors of Talis Biomedical Corporation, a molecular diagnostic company (Nasdaq: TLIS) since February 2016. Dr. Scott also serves on the board of directors of Freenome Holdings, Inc. Previously, Dr. Scott cofounded Genomic Health, Inc., where he served as the Chairman and CEO from 2000 to 2009 and the Executive Chairman from 2009 to 2012. Dr. Scott holds a B.S. in Chemistry from Emporia State University and a Ph.D. in Biochemistry from the University of Kansas. Dr. Scott’s qualifications to serve on our Board of Directors include his significant experience building and leading successful biopharmaceutical companies and his scientific expertise. Hannah A. Valantine, M.D., has served as a member of our Board of Directors since October 2021. Dr. Valantine currently serves as Professor of Medicine at Stanford University School of Medicine, where she has been a faculty member since 1987. From April 2014 to September 2020, Dr. Valantine served as Chief Officer for Scientific Workforce Diversity at the National Institutes of Health, and as a Senior Investigator in the Intramural Research Program at the National Heart, Lung, and Blood Institute. From November 2004 to April 2014, Dr. Valantine was Professor of Cardiovascular Medicine and the Senior Associate Dean for Diversity and Leadership at Stanford University. In collaboration with her colleagues at Stanford University, Dr. Valantine co-invented the technology for donor derived cell-free DNA for diagnosis of transplant rejection, which is currently licensed and used to monitor patients for early detection of acute rejection. Dr. Valantine has served on the board of directors of Pacific Biosciences of California, Inc. (Nasdaq: PACB) since June 2021, and of CareDx, Inc. (Nasdaq: CDNA) since July 2021. Dr. Valantine also serves as Principal and Founder of HAV LLC, a consulting company for diversity, equity and inclusion that she founded in January 2021. Dr. Valantine received her M.B.B.S., M.R.C.P. and M.D. at St Georges Hospital/London University. Dr. Valantine’s qualifications to serve on our Board of Directors include her extensive experience in the life sciences industry and her background in academic medicine.

  10. Class II: Currently Serving Until the 2027 Annual Meeting

    Class II: Currently Serving Until the 2027 Annual Meeting Eric Aguiar, M.D., has served as a member of our Board of Directors since March 2019. Dr. Aguiar has been a partner at Aisling Capital since January 2016 and prior to that was a partner at Thomas, McNerney and Partners, a healthcare venture capital and growth equity fund, since 2007. Prior to joining that firm, he was a Managing Director of HealthCare Ventures, a healthcare focused venture capital firm, from 2001 to 2007. Dr. Aguiar has served on the board of directors of Biomea Fusion, a biopharmaceutical company (Nasdaq: BMEA) since December 2020. He served on the board of directors of Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX) from March 2018 to August 2020. He served on the board of directors of Biohaven Corporation (NYSE: BHVN) from October 2016 to January 2020 and Invitae Corporation (formerly NYSE: NVTA) from 2010 to 2024. Dr. Aguiar is a member of the Council on Foreign Relations. Dr. Aguiar received his medical degree with honors from Harvard Medical School. He graduated with honors from Cornell University as a College Scholar. He was also a Luce Fellow and is a Chartered Financial Analyst. Dr. Aguiar’s qualifications to serve on our Board of Directors include his medical and finance background and experience as an investor in life science companies. Jennifer E. Cook has served as a member of our Board of Directors since December 2019. She is currently the owner and principal of Jennifer Cook Consulting since July 2019. Ms. Cook has served as a member of the board of directors of Denali Therapeutics, Inc., a biotechnology company (Nasdaq: DNLI), since November 2018 and Jazz Pharmaceuticals plc, a biopharmaceutical company (Nasdaq: JAZZ), since November 2020. Ms. Cook served as the Chief Executive Officer of GRAIL from January 2018 to June 2019. Previously, Ms. Cook was at Roche Pharmaceuticals and Genentech, where she held a number of senior management positions; from January 2017 to December 2017, Ms. Cook served as Senior Vice President, Global Head of Clinical Operations for Roche Pharmaceuticals; from September 2013 to December 2016, Ms. Cook served as Head of Region Europe Pharma for Roche Pharmaceuticals; and from July 2010 to September 2013, Ms. Cook served as the Senior Vice President, Business Unit Head Immunology and Ophthalmology for Genentech. Ms. Cook holds a B.A. in human biology and an M.S. in biology from Stanford University, as well as an M.B.A. from the Haas School of Business at the University of California, Berkeley. Ms. Cook’s qualifications to serve on our Board of Directors include her extensive experience as a senior management executive of healthcare and biotechnology companies, including as the senior vice president of one of the world’s largest healthcare companies. Andrea J. Ellis has served as a member of our Board of Directors since August 2021. Mrs. Ellis currently serves as the Chief Financial Officer of Fanatics Betting & Gaming. From June 2020 to September 2022, she served as the Chief Financial Officer of Neutron Holdings, Inc. d/b/a Lime, an innovative transportation technology company that offers access to shared electric scooters, bikes and mopeds that is built on sustainability. From 2015 to 2020, Mrs. Ellis held numerous positions at Restaurant Brands International (RBI), the parent company of Burger King, Popeyes, and Tim Hortons. Mrs. Ellis started her career at Goldman Sachs, working in Investment Banking from 2012 to 2015 and Equities Trading from 2007 to 2010. Mrs. Ellis earned her bachelor’s degree in biology from the University of Pennsylvania and an M.B.A. from Harvard Business School. Mrs. Ellis’ qualifications to serve on our Board of Directors include her background in finance. Fred Hassan has served as a member of our Board of Directors since August 2021 and as our lead independent director since April 2025. Mr. Hassan currently serves as Director of Warburg Pincus LLC, a global private equity investment institution, which he joined in 2009 and EyePoint Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company (Nasdaq: EYPT), since September 2024. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation, a company formed through the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc. as Chief Executive Officer in 1997. Mr. Hassan has served as a director of Precigen, Inc. (Nasdaq: PGEN) since 2016 and Cocrystal Pharma, Inc. (Nasdaq: COCP) since April 2023. Previously, Mr. Hassan served as a director of Prometheus Biosciences, Inc. (formerly Nasdaq: RXDX, acquired by Merck) from May 2021 to June 2023, as a director of Time Warner Inc. (now Warner Media, LLC) from October 2009 to June 2018, as a director of Amgen, Inc. from July 2015 to May 2021, and as a director of Avon Products, Inc. from 1999 until 2013. He was Chairman of the board of Bausch & Lomb from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc. in 2013 and served on the board of Valeant Pharmaceuticals from 2013 to 2014. Mr. Hassan earned his bachelor’s degree in chemical engineering from the Imperial College of Science and Technology at the University of London and an M.B.A. from Harvard Business School. Mr. Hassan’s qualifications to serve on our Board of Directors include his extensive experience leading and scaling global pharmaceutical companies and advising major corporations as a director. Ali J. Satvat has served as a member of our Board of Directors since March 2016. Mr. Satvat joined Kohlberg Kravis Roberts & Co. L.P., a global investment firm (“KKR”), in January 2012 and is a Partner, Co-Head of the Health Care industry team within KKR’s Americas Private Equity platform, and Global Head of KKR Health Care Strategic Growth. Mr. Satvat is a member of the Investment Committee for KKR’s Americas Private Equity platform and chairs the Investment Committee for KKR Health Care Strategic Growth. Mr. Satvat has served as a member of the boards of directors of PRA Health Sciences, Inc. (formerly Nasdaq: PRAH), a global contract research organization, from September 2013 through April 2018, Coherus BioSciences, Inc. (Nasdaq: CHRS) since May 2014, Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX) from June 2018 through January 2021, Impel Pharmaceuticals, Inc. (formerly Nasdaq: IMPL) from December 2018 through April 2024, and numerous privately held companies. Prior to joining KKR, Mr. Satvat was a Principal with Apax Partners, a global private equity firm, where he invested in health care from 2006 to 2012. Previously, Mr. Satvat held various positions with Johnson & Johnson Development Corporation, a venture capital subsidiary of Johnson & Johnson, Audax Group, a private equity firm, and The Blackstone Group, a global investment firm. Mr. Satvat holds an A.B. in History and Science from Harvard College and a M.B.A. in Health Care Management and Entrepreneurial Management from the Wharton School of the University of Pennsylvania. Mr. Satvat previously served as a member of the board of directors of the Healthcare Private Equity Association. Mr. Satvat’s qualifications to serve on our Board of Directors include his expertise in corporate governance, financing, and financial matters and his extensive investment experience in the health care industry.

  11. Compensation Committee

    | • | reviewing and making recommendations to the Board of Directors with respect to director compensation; |

  12. Director Compensation

    Director Compensation Our Amended and Restated Director Compensation Policy (the “Amended Policy”) was approved by the stockholders on December 15, 2021, and is applicable from January 1, 2022, through December 31, 2025. In 2024, our directors were eligible to receive the following cash retainers and equity awards pursuant to the Amended Policy:

  13. Director Compensation

    | Annual Cash Retainer for Board Membership | $50,000 | | Initial Non-Statutory Stock Option Grant upon Election | $1,200,000 | | Annual Non-Statutory Stock Option Grant | $550,000 |

  14. Director Compensation

    Annual Retainer for Board Membership The Amended Policy provides that each Outside Director would receive a cash retainer in the amount of $50,000 for general availability and participation in meetings and conference calls of our Board of Directors. No additional compensation would be paid for attending individual Board meetings, serving on committees of the Board of Directors or attending committee meetings. With respect to directors who join the Board of Directors during the calendar year, such amounts are expected to be pro-rated based on the number of calendar days served by such director. Initial Equity Grant Upon Election The Amended Policy provides that, upon initial election to our Board of Directors, each Outside Director would receive an initial, one-time grant of a non-statutory stock option with a value of $1,200,000, with an exercise price per share equal to the closing price of a share of our common stock on the date of grant and a term of ten years, that vests in three equal annual installments over three years; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting (the “Initial Grant”). Annual Equity Grant In addition, the Amended Policy provides that, on the date of each of our annual meetings of stockholders, each Outside Director who would continue as a member of our Board of Directors following such annual meeting and who had not received an Initial Grant in the same calendar year would receive a grant of a non-statutory stock option on the date of such annual meeting with a value of $550,000, with an exercise price per share equal to the closing price of a share of our common stock on the date of grant and a term of ten years, that vests in three equal annual installments over three years; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting (the “Annual Grant”). The Initial Grants and Annual Grants are subject to full accelerated vesting upon a “sale event,” as defined in the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan (as amended from time to time, the “2021 Plan”). The Amended Policy also provides that the aggregate amount of compensation, including both equity compensation and cash compensation, (i) awarded to any Outside Director in any calendar year shall not exceed $1,250,000 (or such other limits as may be set forth in the 2021 Plan or any similar provision of a successor plan), and (ii) awarded to any Outside Director for calendar years subsequent to the calendar year in which an Outside Director is first elected to the Board of Directors would not exceed $600,000 (or such other limit as may be set forth in the 2021 Plan or any similar provision of a successor plan). Our Chief Executive Officer received no additional compensation for his service as a director. We reimburse all reasonable out-of-pocket expenses incurred by our Outside Directors for their attendance at meetings of our Board of Directors or any committee thereof. The following table presents the total compensation for each person who served as an Outside Director during the year ended December 31, 2024, pursuant to the Amended Policy. The compensation received by Dr. Kumar as Chief Executive Officer and as a named executive officer (“NEO”) is presented in “Executive Compensation—2024 Summary Compensation Table” below.

  15. Director Compensation

    | Name(1) | Fees earned or paid in cash ($) | Stock awards ($)(2) | Option awards ($)(2) | All other compensation ($) | Total ($) | | Eric Aguiar, M.D. | 50,000(3) | — | 549,998 | — | 599,998 | | Jennifer E. Cook | 50,000(4) | — | 549,998 | — | 599,998 | | Douglas A. Dachille | 50,000 | — | 549,998 | — | 599,998 | | Ronald J. Daniels | 50,000 | — | 549,998 | — | 599,998 | | Andrea J. Ellis | 50,000 | — | 549,998 | — | 599,998 | | Fred Hassan | 50,000(5) | — | 549,998 | — | 599,998 | | Charles Homcy, M.D. | 50,000 | — | 549,998 | 517,646(6) | 1,117,644 | | Andrew W. Lo, Ph.D. | 50,000(7) | — | 549,998 | 50,000(7) | 649,998 | | Frank P. McCormick, Ph.D., F.R.S., D.Sc. | 50,000 | — | 549,998 | 500,000(8) | 1,099,998 | | James C. Momtazee | 50,000 | — | 549,998 | — | 599,998 | | Ali J. Satvat | 50,000(9) | — | 549,998 | — | 599,998 | | Randal W. Scott, Ph.D. | 50,000 | — | 549,998 | — | 599,998 | | Hannah A. Valantine, M.D. | 50,000 | — | 549,998 | — | 599,998 |

  16. Director Compensation

    Note: Amounts may not total due to rounding.

  17. Director Compensation

    | (1) As of December 31, 2024: Dr. Aguiar held outstanding options to purchase an aggregate of 416,631 shares of our common stock; Ms. Cook held outstanding options to purchase an aggregate of 433,715 shares of our common stock; Mr. Dachille held outstanding options to purchase an aggregate of 232,305 shares of our common stock; Mr. Daniels held outstanding options to purchase an aggregate of 312,885 shares of our common stock; Ms. Ellis held outstanding options to purchase an aggregate of 232,305 shares of our common stock; Mr. Hassan held outstanding options to purchase an aggregate of 232,305 shares of our common stock; Dr. Homcy held outstanding options to purchase an aggregate of 731,849 shares of our common stock; Dr. Lo held outstanding options to purchase an aggregate of 322,554 shares of our common stock; Dr. McCormick held outstanding options to purchase an aggregate of |

  18. Director Compensation

    479,406 shares of our common stock; Mr. Momtazee held outstanding options to purchase an aggregate of 441,558 shares of our common stock; Mr. Satvat held outstanding options to purchase an aggregate of 416,631 shares of our common stock; Dr. Scott held outstanding options to purchase an aggregate of 322,554 shares of our common stock; and Dr. Valantine held outstanding options to purchase an aggregate of 221,744 shares of our common stock.

  19. Director Compensation

    | (2) In accordance with SEC rules, these columns reflect the aggregate grant date fair values of the stock awards and option awards, as applicable, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are included in Note 16 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These amounts do not reflect the actual economic values that will be realized by the directors upon the exercise of the options or the sale of shares of our common stock underlying such awards. |

  20. Director Compensation

    | (3) All cash payments to Dr. Aguiar were made payable to Aisling Capital Management LP. |

  21. Director Compensation

    | (4) All cash payments to Ms. Cook were made payable to Jennifer Cook Consulting. |

  22. Director Compensation

    | (5) All cash payments to Mr. Hassan were made payable to HGN Services, LLC. |

  23. Director Compensation

    | (6) Includes cash compensation of $503,846 and $13,800 in Company matching of 401(K) contributions paid to Dr. Homcy in his role as Chairman of Pharmaceuticals of the Company. See section titled “Certain Relationships and Related Party Transactions.” |

  24. Director Compensation

    | (7) All cash payments to Dr. Lo were made payable to LoTech Partners, LLC. In addition, in 2024 we also paid to QLS Advisors, LLC (“QLS”), of which Dr. Lo is the co-founder and chairman, an aggregate amount of $50,000 in connection with consulting services provided by BioSF Global, a joint collaboration of QLS. See section titled “Certain Relationships and Related Party Transactions.” |

  25. Director Compensation

    | (8) Includes cash payments to Dr. McCormick of $500,000 for his consulting service to the Company regarding matters relating to oncology and pipeline development matters. See section titled “Certain Relationships and Related Party Transactions.” |

  26. Director Compensation

    | (9) All cash payments to Mr. Satvat were made payable to Kohlberg Kravis Roberts & Co. L.P. |

  27. Executive Summary

    Executive Summary BridgeBio Pharma, Inc. is a commercial-stage biopharmaceutical company founded to discover, create, test, and deliver transformative medicines to treat patients who suffer from genetic diseases and cancers with clear genetic drivers. Our pipeline of development programs ranges from early science to advanced clinical trials. BridgeBio was founded in 2015 and our team of experienced drug discoverers, developers and innovators are committed to applying advances in genetic medicine to help patients as quickly as possible. Since inception, we have created 19 Investigational New Drug applications (“INDs”) and had three products approved by the U.S. Food and Drug Administration (“FDA”). We work across over 20 disease states at various stages of development. Several of our programs target indications that we believe present the potential for our product candidates, if approved, to target portions of market opportunities of at least $1.0 billion in annual sales. 2024 Business and Financial Highlights In 2024, BridgeBio successfully launched Attruby (acoramidis), an orally-administered near-complete stabilizer of transthyretin for the treatment of adults with amyloid cardiomyopathy (“ATTR-CM”), after receiving approval from the FDA on November 22, 2024. As disclosed in early January 2025, BridgeBio achieved remarkable early Attruby demand with 430 scripts written by 248 unique HCPs with broad uptake across academic centers and community centers in all patient types. We also fully enrolled three Phase 3 programs, including in achondroplasia, limb girdle muscular dystrophy type 2I (LGMD2I), and ADH1. We announced positive long-term Cohort 5 data for infigratinib, our investigational drug in achondroplasia. To enable ongoing investment in early-stage programs, we spun out BridgeBio Oncology Therapeutics and GondolaBio, LLC with $200 million and $300 million of private financing, respectively. We also secured up to $1.5 billion in financing, including a royalty agreement for acoramidis ($500 million), a European licensing agreement for acoramidis ($135 million upfront), a Japanese licensing agreement for infigratinib ($100 million upfront), and a secured credit facility refinancing existing senior secured credit ($450 million upfront with option for $300 million additional). On February 28, 2025, the Company fully repaid the senior secured credit facility. As of December 31, 2024, we had cash and cash equivalents of $681.1 million and restricted cash of $0.1 million as disclosed in our 2024 Annual Report on Form 10-K. We delivered these results while maintaining a total equity overhang at approximately 16.7%, which is below the 50th percentile for our 2024 peer companies (17.6%) measured at the end of 2024. Consistent with our “pay for performance” philosophy, we continue to set executive compensation so that a significant portion is based on “at-risk” payments to maintain alignment between the interests of our executive officers and stockholders. Almost all compensation was “at risk” for our senior executives, including our NEOs. Overview of 2024 Compensation Outcomes We continue to reward our NEOs with competitive compensation packages that we believe directly align pay and pay outcomes with performance. The caliber of our performance in the areas of research, clinical, regulatory, and commercial milestones drives our compensation structure, specifically the degree to which our NEOs are granted equity awards and earn cash bonuses. Our Compensation Committee regularly examines our compensation program both from a design and pay outcome perspective. In line with our corporate performance in 2024, the Compensation Committee considered how our incentives provided appropriate levels of compensation given our performance and growth stage. In 2024, we set 94% of our CEO, 88% of our Former CFO and 90% of our CFO compensation at risk in the form of performance-based bonuses and time-based equity awards to align the interests of our NEOs and stockholders. Key decisions impacting 2024 “at risk” NEO compensation included:

  28. Executive Summary

    | • | Annual Performance-Based Bonus - Our Compensation Committee and Board of Directors considered the totality of Company and individual performance and applied discretion in determining the annual performance bonus for our NEOs. For 2024, our Board of Directors determined that we achieved all corporate goals across commercial, R&D, business development, financial, and organizational areas. As a result, our Compensation Committee determined that it was appropriate for our CFO to receive a bonus equal to 125% of target bonus percentage and our Former CFO to receive a bonus equal to 100% of target bonus percentage and our Board determined that it was appropriate for our CEO to receive a bonus equal to 106% of target bonus percentage. |

  29. Executive Summary

    | • | Long-term Incentives: 2024 Equity “Refresh” Award and Special Retention Award - The annual stock option grant and restricted stock unit (“RSU”) grants to Drs. Kumar and Stephenson in March 2024 and the RSU grants to Dr. Trimarchi in March 2024 served as their 2024 annual refresh equity, focused primarily on aligning such NEO’s financial incentives with shareholder interests and served as an additional retentive purpose. Dr. Trimarchi did not receive options in connection with our annual review in March 2024, as he was not an executive officer at such time and only executive officers were eligible to receive annual refresh grants of RSUs and options. In addition, the special retention awards granted in December 2024 were designed to recognize the strong operational performance in 2024 and also reinforce the retentive purpose of the equity program. These awards reflect our equity guidelines and are based on market data provided to us by our compensation consultant. |

  30. Compensation Philosophy and Objectives

    | • | Attract and retain top performers at all levels who contribute to our long-term success; |

  31. Compensation Philosophy and Objectives

    | • | Directly tie rewards to performance through a long-term incentive compensation program that pays out when we achieve specified value inflection points. |

  32. Compensation Determination Process

    Compensation Determination Process Role of the Compensation Committee Our Compensation Committee is responsible for the executive compensation programs for our executive officers and reports to our Board of Directors on its discussions, decisions, and other actions. Our Board of Directors, on the recommendation of our Compensation Committee, establishes the annual compensation, including base salaries, performance-based bonuses, and equity awards for our CEO. For our other executive officers, our Compensation Committee solicits and considers evaluations by, and recommendations from, our CEO and either approves or recommends the compensation decisions to our Board of Directors for approval. In the case of our CEO, the evaluation of his performance is conducted by our Board of Directors (outside of the presence of our CEO) upon recommendation from our Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For our executive officers, as part of its deliberations, our Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, company stock performance data, analyses of historical executive compensation levels, and current Company-wide compensation levels and recommendations of our Compensation Committee’s independent compensation consultant including analyses of executive compensation paid at other companies identified by the compensation consultant. Role of CEO & Management Our CEO makes recommendations to our Compensation Committee for the respective “C-suite” officers that report to him and typically attends Compensation Committee meetings. Our CEO makes such recommendations (other than with respect to his own compensation) regarding base salary, and short-term and long-term compensation, including equity awards, for our C-suite officers based on our results, a C-suite officer’s individual contribution toward these results, the C-suite officer’s role, and performance of his or her duties and his or her achievement of individual goals. Our Compensation Committee then reviews the recommendations and other data, including various compensation survey data and publicly-available data of our peers, and either approves or recommends to our Board of Directors for approval the target total direct compensation and each element of compensation. Our Board of Directors, at the recommendation of our Compensation Committee, has also delegated to our CEO the authority to determine and approve the cash and equity compensation payable to employees and consultants of the Company and our subsidiaries who are not “officers” (as defined in Section 16 of the Exchange Act). The aggregate amount of compensation our CEO had the authority to approve in 2024 pursuant to the foregoing delegations did not exceed approximately $142.4 million, and the aggregate number of shares of our common stock issuable pursuant to equity awards that may be granted under the 2021 Plan did not exceed 4,500,000 shares. While our CEO typically attends Compensation Committee meetings, our Compensation Committee meets outside the presence of our CEO when discussing his compensation and when discussing certain other matters. Role of Compensation Consultant Our Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it determines in its sole discretion, to assist with the establishment, analysis and review of our compensation program, plan design and related policies. In determining the compensation for our executive officers for 2024, our Compensation Committee engaged the services of Compensia to conduct a review and analysis of our executive compensation program compared with current competitive market practices from a peer group of companies. Compensia’s review consisted of an analysis of our executive officer compensation levels and practices against prevailing market practices of our identified peer group companies and broader industry trends. Compensia reported directly to our Compensation Committee. In September 2024, the Compensation Committee decided to retain the services of Aon’s Human Capital Solutions practice, a division of Aon plc (Aon), to serve as our primary independent compensation consultant for the second half of 2024 and beyond. In this capacity, Aon will conduct a review and analysis of our executive and director compensation programs compared with current competitive market practices and a peer group of companies to inform 2025 compensation decisions. Aon will also assist with assessing the appropriateness of the peer group, incentive plan design and our governance practices. Aon did not provide consulting services to the Compensation Committee as it relates to 2024 compensation levels or practices. During 2024, Compensia did not provide services to us other than the services to our Compensation Committee described herein. During 2024, in addition to providing executive and director compensation related services to us, which resulted in fees equal to $87,798, Aon provided us with commercial risk and health insurance services totaling $246,267 and talent survey data for one of our subsidiaries, totaling $8,200. The decision to engage Aon for commercial risk and health services and talent survey data was approved by management in the ordinary course of business. Because these other services were in the ordinary course of business, the Compensation Committee did not specifically approve such services, although the Compensation Committee is aware of these other services. Compensia and Aon reported directly to our Compensation Committee in connection with their executive and director compensation related services. Our Compensation Committee has assessed the independence of Compensia and Aon according to the six factors mandated by SEC and Nasdaq listing standards. After conducting this review and assessment, which included the consideration of any potential conflicts of interest, our Compensation Committee concluded that the engagement of Compensia and Aon did not raise any conflict of interest and did not adversely affect the independence of our advisors in 2024. Compensation Peer Group In making 2024 compensation decisions, our Compensation Committee reviewed competitive market data for each NEO’s position, compiled by Compensia using Radford compensation survey data and other publicly available data. For this compensation peer group, our Compensation Committee reviewed similar companies with respect to sector, stage of development, and market capitalization that were ultimately chosen based on these characteristics and others including:

  33. Pay Components

    | Base Salary | Base salaries are fixed annual cash compensation established and reviewed annually with consideration for individual responsibilities and experience, competitive market data, and individual contributions. Base salaries are set to be competitive within our industry and are important in attracting and retaining talented executive officers. | | Annual Performance-based Bonus | The annual performance-based bonus opportunity is a variable, cash incentive program. It is intended to motivate and reward our executive officers for the achievement of key strategic goals of the Company. In determining the annual performance-based bonus for our CEO, Former CFO and CFO, our Compensation Committee reviews corporate performance and considers whether there have been any other extraordinary factors that should be considered in determining the amount of bonus earned for the year. Our Compensation Committee then reviews and approves bonus decisions for the Former CFO, CFO, and the rest of the company. The Compensation Committee makes a recommendation to our Board of Directors on the bonus amount for the CEO based on the totality of the Company and individual performance. | | Long-Term Equity Incentives | Long-term incentive compensation in the form of equity awards incentivizes our executive officers to create sustainable long-term stockholder value, while also providing a retention vehicle for our top executive talent and promoting an ownership culture. Equity awards are granted in the form of time-based stock options and/or RSU awards. These awards are typically granted on an annual basis. | | | From time to time, our Compensation Committee may determine it is in the Company’s best interest to use other award types, such as performance-based or milestone achievement equity awards, to drive the achievement of specific performance outcomes. Our Compensation Committee did not use performance-based awards for NEO compensation for 2024. |

  34. Pay Components

    | What We Do | What We Don’t Do | | Pay for performance - structure a substantial portion of pay to be “at risk” and based on Company and individual performance | No excise tax reimbursement or “gross ups” in the event of a change in control | | Maintain a long-term strategic plan for equity compensation and avoid undue emphasis on short-term value creation | No significant health and welfare benefits or perquisites that are not available to all employees | | Retain an independent compensation consultant | No hedging or pledging of securities | | Review compensation peer group and analyze peer company executive pay regularly | No retirement programs other than our Section 401(k) retirement savings plan | | Maintain an independent Compensation Committee | | | Conduct an annual say-on-pay vote | | | Maintain a compensation clawback policy | |

  35. Annual Performance-Based Cash Bonus

    Annual Performance-Based Cash Bonus In addition to base salaries, our NEOs are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executive officers to achieve corporate objectives and individual accomplishments, and to reward our executive officers who significantly impact our results. Each NEO has a target annual performance-based cash bonus represented as a percentage of base salary, or a target bonus percentage, each of which is set forth below. The target bonus percentages were based on competitive market data from other companies for similar positions within the industry. For 2024, our CEO’s target bonus percentage was increased from 70% to 100%, based on recommendations from Compensia as necessary to be competitive with our 2024 compensation peer group. Dr. Trimarchi’s target bonus during his time as CPO was 50% of his base salary and his target bonus increased to 60% of his base salary in connection with his new role as our President and COO. Our Compensation Committee decreased our Former CFO’s target bonus percentage for 2024 from 75% to 50% of his base salary to align with market data.

  36. Annual Performance-Based Cash Bonus

    | Name | 2024 Base Salary | 2024 Target Bonus (% of base salary) | 2024 Target Bonus ($) | | Neil Kumar, Ph.D. | $980,000 | 100% | $980,000 | | Brian Stephenson, Ph.D., CFA | $656,000 | 50% | $328,000 | | Thomas Trimarchi, Ph.D.(1) | $638,786 | 60% | $363,395 |

  37. Annual Performance-Based Cash Bonus

    | (1) From January 1, 2024, through April 30, 2024, Dr. Trimarchi’s target bonus was 50% of his base salary. Effective May 1, 2024, Dr. Trimarchi’s target bonus increased to 60% of his base salary. Dr. Trimarchi’s 2024 target bonus amount is based on 50% of his then-current 2024 base salary for January 1, 2024, through April 30, 2024 ($600,000) and 60% of his then-current 2024 base salary for May 1, 2024, through December 31, 2024 ($658,000). |

  38. Annual Performance-Based Cash Bonus

    Our Compensation Committee and our Board of Directors review our Company’s corporate performance and consider whether there have been any other extraordinary factors that should be considered in determining the amount of bonus earned for the year. The actual amount of bonus compensation that is earned by our NEOs is a discretionary determination made by our Board of Directors based on the recommendation of our Compensation Committee. Our Board of Directors believes that it can responsibly discharge its duties by maintaining discretion to evaluate corporate performance at the close of the year based on the totality of the circumstances and exercise the discretion to award or not award bonus compensation without reliance on rote calculations under set formulas. Payouts of earned bonuses, if any, are generally made in the year following the year of performance, subject to continued employment on the bonus payment date. For 2024, our Board of Directors determined that we achieved all corporate goals, including a successful commercial launch of Attruby in the United States, full enrollment of three Phase 3 clinical trials, including in achondroplasia, limb girdle muscular dystrophy type 2I (LGMD2I), and ADH1, and positive long-term Cohort 5 data for infigratinib. We also spun out BridgeBio Oncology Therapeutics and GondolaBio, LLC with $200 million and $300 million of private financing, respectively. We also secured up to $1.5 billion in financing, including a royalty agreement for acoramidis ($500 million), a European licensing agreement for acoramidis ($135 million upfront), a Japanese licensing agreement for infigratinib ($100 million upfront), and a secured credit facility refinancing existing senior secured credit ($450 million upfront with option for $300 million additional). We had cash, cash equivalents and restricted cash as of December 31, 2024, of $681.2 million as disclosed in our 2024 Annual Report on Form 10-K. We delivered these results while maintaining a total equity overhang at or below the median of our peer group. Based on our Company’s strong performance in 2024 across commercial launch and clinical programs as well as our broader business success, our Compensation Committee and Board of Directors decided to pay approximately 106% of the target performance bonus to our CEO recognizing his strong individual performance in leading our Company’s achievements in 2024. Our Compensation Committee decided to pay 100% of the target performance bonus to our Former CFO, recognizing his strong individual performance related to strengthening our financial position from the equity financings and ensuring adequate cash resources to fund our planned operations, strengthening internal operations and controls, and building cross-organization and cross-function capabilities. Our Compensation Committee decided to pay approximately 125% of the target performance bonus to our CFO in the amount of $454,200, which reflects prorating based on the time he served as both CPO and as President and COO (including with the respective target annual bonus percentage), recognizing his leadership over a broad range of core service functions that enable BridgeBio’s R&D and commercial success.

  39. Annual Performance-Based Cash Bonus

    | Name | 2024 Target Bonus ($) | 2024 Bonus Payout ($) | 2024 Bonus Payout (% of bonus target) | | Neil Kumar, Ph.D. | $980,000 | $1,038,800 | 106% | | Brian Stephenson, Ph.D., CFA | $328,000 | $328,000 | 100% | | Thomas Trimarchi, Ph.D. | $363,395 | $454,200 | 125% |

  40. Long-term Incentive Program

    Long-term Incentive Program

  41. Annual Refresh Grants

    Annual Refresh Grants Our long-term incentive compensation awards are designed to align the interests of our NEOs with the interests of our stockholders. We believe that equity compensation is an integral component of our efforts to attract and retain exceptional executives, senior management, and other employees at this critical point in our trajectory. The total value of equity awarded as well as the split between options and RSUs is recommended by our Compensation Committee to the full Board of Directors, taking into consideration Compensia’s recommendation and analysis of our compensation peer group. For the 2024 refresh award granted in March 2024, the Board of Directors decided on a split of 90% RSUs and 10% options, with the split based on the intended value of the equity award. Our CFO received an award of 100% RSUs in March 2024 consistent with the rest of the non-NEO employees, as he did not become an executive officer of the Company until July 2024. Our CFO then received additional award on August 6, 2024, in recognition of his promotion to the role of President and CFO. This additional award was split 90% RSUs and 10% options, consistent with the other NEO awards, and was comprised of 19,003 RSUs and 3,160 options. The following table summarizes the annual equity refresh grants to our NEOs in 2024:

  42. Annual Refresh Grants

    | Name | 2024 Refresh RSUs and Stock Options (grant date) | 2024 Refresh RSUs (# of shares) | 2024 Refresh Stock Options (# of shares) | Strike Price of 2024 Refresh Stock Options ($) | | Neil Kumar, Ph.D. | 3/12/2024 | 313,588 | 45,140 | $28.70 | | Brian Stephenson, Ph.D., CFA | 3/12/2024 | 107,278 | 15,442 | $28.70 | | Thomas Trimarchi, Ph.D. | 3/18/2024 | 121,951 | N/A | N/A |

  43. Annual Refresh Grants

    The 2024 annual option grants and the 2024 annual RSU awards vest in equal quarterly installments over a period of four years with the first vesting installment to occur on May 16, 2024, subject to the NEO’s continued service through each vesting date. Additional details regarding these options and RSUs are set forth in the “Grants of Plan-Based Awards for Fiscal Year 2024 Table” and the “Outstanding Equity Awards at 2024 Fiscal Year End Table” below.

  44. Promotion Award

    | Name | 2024 Promotion RSUs and Stock Options (grant date) | 2024 Promotion RSU (# of shares) | 2024 Promotion Stock Options (# of shares) | Strike Price of 2024 Promotion Stock Options ($) | | Thomas Trimarchi, Ph.D. | 8/6/2024 | 19,003 | 3,160 | $24.87 |

  45. Promotion Award

    The promotion RSUs and stock options vest in equal quarterly installments over four years with the first vesting installment beginning on August 16,2024, subject to Dr. Trimarchi’s continuous service through each such vesting date.

  46. Retention Awards

    | Name | 2024 Retention RSUs (grant date) | 2024 Retention RSUs (# of shares) | | Neil Kumar, Ph.D. | 12/10/2024 | 121,951 | | Brian Stephenson, Ph.D., CFA | 12/10/2024 | 42,683 | | Thomas Trimarchi, Ph.D. | 12/10/2024 | 50,000 |

  47. Retention Awards

    The retention RSUs vest in equal annual installments over two years on each of December 12, 2025 and December 12, 2026, subject to the grantee’s continued service through each vesting date. Additional details regarding these options and RSUs are set forth in the “Grants of Plan-Based Awards for Fiscal Year 2024 Table” and the “Outstanding Equity Awards at 2024 Fiscal Year End Table” below.

  48. Equity Grant Practices

    Equity Grant Practices We do not have a formal policy regarding the granting practices of our equity awards. We generally make refresh grants to existing employees in the first quarter of each year after our year end results are filed. However, our Board and Compensation Committee, as applicable, carefully review any potential material nonpublic information before granting equity awards. We do not time our equity award grants either to take advantage of a depressed stock price, or an anticipated increase in stock price, and we have limited the amount of discretion that can be exercised in connection with the timing of equity award grants. We also do not time the release of material nonpublic information based on equity award grant dates. During the fiscal year ended December 31, 2024, we did not award any stock options to an NEO in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such report.

  49. Severance Arrangements

    Severance Arrangements In addition to base salaries, annual performance-based cash bonuses and long-term incentive compensation awards, our employees, including our executive officers, are eligible to receive certain payments and/or benefits upon qualifying terminations of employment from the Company, both in connection with, and unrelated to, a change in control. We consider it essential and in the best interests of our stockholders to foster the continuous employment of our executive officers. Accordingly, we believe that reasonable and competitive post-employment compensation arrangements are an important part of an executive compensation program to attract and retain highly qualified executive officers. Our NEOs are party to offer letters with the Company that provide certain payments and benefits upon a qualified termination event not in connection with a change in control. Our philosophy is that outside of a change in control context, severance protections are only appropriate in the event an executive officer is involuntarily terminated by us without cause or if the executive voluntarily resigns for good reason, and such protections are only provided upon the executive officer’s execution of an effective release of claims. The Compensation Committee determined that such payments and benefits are necessary to recruit and retain top talent and to align with market norms. We also believe that the occurrence or potential occurrence of a change in control will create uncertainty regarding the continued employment of our executive officers. In order to encourage them to remain employed with us during an important time when their prospects for continued employment following a change in control transaction are often uncertain, we provide our NEOs, through their offer letters and the Company’s change in control policy, adopted May 9, 2023, as may be amended from time to time (the “CiC Policy”), with the opportunity to receive additional severance protections during a change in control protection period, including certain cash payments, equity acceleration and/or other benefits, subject to the executive officer’s execution of an effective release of claims. The primary purpose of these arrangements is to keep our executive officers focused on pursuing potential corporate transactions that are in the best interests of our stockholders regardless of whether those transactions may impact their own job security. The enhanced severance benefits are “double trigger” because a change in control alone (except, in the case of equity awards, when such awards are not assumed, continued or substituted by the successor in connection with the change in control) cannot trigger such payments and benefits. Rather, such enhanced severance benefits are triggered only if there is a qualifying termination of an NEO’s employment within the change in control protection period. In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of equity-based awards accelerated automatically as a result of the transaction. We believe that the severance benefits provided to our NEOs are appropriate in light of the severance protections available to similarly-situated executive officers at our peer companies and are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections. For a full description of the severance arrangements applicable to our NEOs, please see our “Employment Arrangements with our Named Executive Officers” and “Potential Payments on Termination or Change in Control Table” below.

  50. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information regarding the total compensation awarded to, earned by, and paid to our NEOs for services rendered to us in all capacities for the years ended as set forth below.

  51. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Neil Kumar, Ph.D. Chief Executive Officer | 2024 | 987,539 | 1,038,800 | 12,541,433 | 999,991 | 14,160(3) | 15,581,923 | | | 2023 | 742,000 | 779,100 | 6,123,793 | 4,499,993 | 13,740 | 12,158,626 | | | 2022 | 1,106,000 | 940,100 | 4,571,519 | — | 56,818 | 6,674,437 | | Brian Stephenson, Ph.D., CFA Former Chief Financial Officer | 2024 | 661,046 | 328,000 | 4,318,393 | 342,088 | 14,160(3) | 5,663,687 | | | 2023 | 650,000 | 487,500 | 3,170,759 | 2,329,997 | 13,740 | 6,651,996 | | | 2022 | 650,000 | 487,500 | 1,807,692 | — | 12,200 | 2,957,392 | | Thomas Trimarchi, Ph.D.(4) President and Chief Financial Officer | 2024 | 643,654 | 454,200 | 5,316,062 | 60,584 | 27,558(3) | 6,502,058 |

  52. 2024 Summary Compensation Table

    | (1) The bonus amounts reported reflect the discretionary cash bonuses earned by the NEOs, and determined by our Board of Directors, for the applicable fiscal year, which was based on several factors, including our Company’s and our NEOs’ performance during such fiscal year. |

  53. 2024 Summary Compensation Table

    | (2) In accordance with SEC rules, these columns reflect the aggregate grant date fair values of the stock awards and option awards, as applicable, granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718 for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are included in Note 16 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the exercise of the options, the lapse of our repurchase right on any shares of restricted stock, the vesting/settlement of restricted stock units or the sale of shares of our common stock underlying such awards. |

  54. 2024 Summary Compensation Table

    | (3) The amount reported represents $13,800 for employer matching contributions received under the Company’s 401(k) plan for each NEO, $360 for parking for each of Drs. Kumar and Stephenson, and $13,758 in imputed income for health benefits for Dr. Trimarchi’s domestic partner. |

  55. 2024 Summary Compensation Table

    | (4) Dr. Trimarchi was not an NEO for 2022 and 2023. Dr. Trimarchi’s 2024 salary includes his salary earned as our CPO from January 1, 2024 through July 22, 2024, and his salary earned as our President and COO from July 23, 2024, through December 31, 2024. Dr. Trimarchi’s 2024 bonus was pro-rated accordingly for his partial year of service with us as CPO from January 1, 2024, through July 22, 2024 and as President and COO from July 23, 2024 through December 31, 2024. |

  56. Grants of Plan-Based Awards for Fiscal Year 2024 Table

    Grants of Plan-Based Awards for Fiscal Year 2024 Table The following table sets forth the individual awards made to each of our NEOs during 2024. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” above.

  57. Grants of Plan-Based Awards for Fiscal Year 2024 Table

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Share)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Neil Kumar, Ph.D. | 3/12/2024 | — | 45,140 | 28.70 | 999,991 | | | 3/12/2024 | 313,588 | — | — | 8,999,976 | | | 12/10/2024 | 121,951 | — | — | 3,541,457 | | Brian Stephenson, Ph.D., CFA | 3/12/2024 | — | 15,442 | 28.70 | 342,088 | | | 3/12/2024 | 107,278 | — | — | 3,078,879 | | | 12/10/2024 | 42,683 | — | — | 1,239,514 | | Thomas Trimarchi, Ph.D. | 3/18/2024 | 121,951 | — | — | 3,391,457 | | | 8/6/2024 | — | 3,160 | 24.87 | 60,584 | | | 8/6/2024 | 19,003 | — | — | 472,605 | | | 12/10/2024 | 50,000 | — | — | 1,452,000 |

  58. Grants of Plan-Based Awards for Fiscal Year 2024 Table

    | (1) The amounts shown represent time-based RSUs granted pursuant to the 2021 Plan, which amounts will be payable in shares of our common stock if the service-based conditions for such time-based RSUs are met. The vesting schedules for such time-based RSUs are set forth in the “Outstanding Equity Awards at 2024 Fiscal Year End Table” below. |

  59. Grants of Plan-Based Awards for Fiscal Year 2024 Table

    | (2) The amounts shown represent time-based stock options granted pursuant to our 2021 Plan. The vesting schedules for such time-based stock options are set forth in the “Outstanding Equity Awards at 2024 Fiscal Year End Table” below. |

  60. Grants of Plan-Based Awards for Fiscal Year 2024 Table

    | (3) Based on the closing price per share of our common stock as reported by the Nasdaq Global Select Market on the date of grant. |

  61. Grants of Plan-Based Awards for Fiscal Year 2024 Table

    | (4) The amounts represent the aggregate grant date fair values of the stock awards and option awards, as applicable, granted during 2024, computed in accordance with FASB ASC Topic 718 for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are included in Note 16 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the exercise of the options, the lapse of our repurchase right on any shares of restricted stock, the vesting/settlement of restricted stock units or the sale of shares of our common stock underlying such awards. |

  62. Outstanding Equity Awards at 2024 Fiscal Year End Table

    Outstanding Equity Awards at 2024 Fiscal Year End Table The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2024:

  63. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(2) | | Neil Kumar, Ph.D. | 6/26/2019 | 1,742,882(3) | — | $17.00 | 06/26/2029 | — | — | | | 6/3/2020 | 590,551(3) | — | $28.86 | 06/2/2030 | — | — | | | 2/10/2021 | 216,555 | 9,416(4) | $68.87 | 02/9/2031 | — | — | | | 2/10/2021 | — | — | — | — | 2,395(5) | $65,719 | | | 12/3/2021 | 589,554 | 196,518(6) | $38.62 | 12/2/2031 | — | — | | | 2/10/2023 | 286,298 | 338,354(7) | $11.41 | 2/9/2033 | — | — | | | 2/10/2023 | — | — | — | — | 301,896(8) | $8,284,026 | | | 3/12/2024 | 8,463 | 36,677(9) | $28.70 | 3/11/2034 | — | — | | | 3/12/2024 | — | — | — | — | 254,791(10) | $6,991,465 | | | 12/10/2024 | — | — | — | — | 121,951(11) | $3,346,335 | | Brian Stephenson, Ph.D., CFA | 6/26/2019 | 516,670(3) | — | $17.00 | 6/26/2029 | — | — | | | 6/3/2020 | 196,850(3) | — | $28.86 | 6/2/2030 | | | | | 2/10/2021 | 70,380 | 3,060(4) | $68.87 | 2/9/2031 | — | — | | | 2/10/2021 | — | — | — | — | 779(5) | $21,376 | | | 12/3/2021 | 158,524 | 52,842(6) | $38.62 | 12/2/2031 | — | — | | | 12/3/2021 | — | — | — | — | 3,786(12) | $103,888 | | | 2/10/2023 | 148,239 | 175,192(7) | $11.41 | 2/9/2033 | — | — | | | 2/10/2023 | — | — | — | — | 156,315(8) | $4,289,284 | | | 3/12/2024 | 2,895 | 12,547(9) | $28.70 | 3/11/2034 | — | — | | | 3/12/2024 | — | — | — | — | 87,164(10) | $2,391,780 | | | 12/10/2024 | — | — | — | — | 42,683(11) | $1,171,222 | | Thomas Trimarchi, Ph.D. | 06/26/2019 | 115,000(3) | — | $17.00 | 6/26/2029 | — | — | | | 9/18/2020 | 16,419(3) | — | $42.19 | 9/17/2030 | | | | | 2/10/2021 | 21,222 | 923(4) | $68.87 | 2/9/2031 | — | — | | | 2/10/2021 | — | — | — | — | 704(5) | $19,318 | | | 12/2/2021 | 118,595 | 39,532(13) | $40.03 | 12/1/2031 | — | — | | | 12/2/2021 | — | — | — | — | 4,171(12) | $114,452 | | | 2/7/2023 | — | — | — | — | 196,875(8) | $5,402,250 | | | 3/18/2024 | — | — | — | — | 99,086(10) | $2,718,920 | | | 8/6/2024 | 395 | 2,765(14) | $24.87 | 8/5/2034 | — | — | | | 8/6/2024 | — | — | — | — | 16,628(14) | $456,272 | | | 12/10/2024 | — | — | — | — | 50,000(11) | $1,372,000 |

  64. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (1) All grants were made under the 2021 Plan. |

  65. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (2) Based on a price of $27.44 per share, which was the closing price per share of our common stock as reported by the Nasdaq Global Select Market on December 31, 2024, the last trading day of 2024. |

  66. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (3) Represents fully vested shares subject to such stock option award. |

  67. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (4) The shares underlying this stock option award vest in equal monthly installments over four years following the vesting commencement date of February 10, 2021, subject to the grantee’s continuous service through each such vesting date. |

  68. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (5) Represents restricted stock units that vest in equal quarterly installments over four years following the vesting commencement date of February 16, 2021, subject to the grantee’s continuous service through each such vesting date. |

  69. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (6) The shares underlying this stock option award vest as follows: 1/4th of the shares vested on December 3, 2022, and the remaining shares vest in equal monthly installments thereafter over the next three years, subject to the grantee’s continuous service through each such vesting date. |

  70. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (7) The shares underlying this stock option award vest in equal monthly installments over four years following the vesting commencement date of February 10, 2023, subject to the grantee’s continuous service through each such vesting date. |

  71. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (8) Represents restricted stock units that vest in equal quarterly installments over four years with the first vesting installment beginning on May 16, 2023, subject to the grantee’s continued service through each vesting date. |

  72. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (9) The shares underlying this stock option award vest in equal quarterly installments over four years with the first vesting installment beginning on May 16,2024, subject to the grantee’s continuous service through each such vesting date. |

  73. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (10) Represents restricted stock units that vest in equal quarterly installments over four years with the first vesting installment beginning on May 16, 2024, subject to the grantee’s continued service through each vesting date. |

  74. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (11) Represents restricted stock units that vest in equal annual installments over two years on each of December 12, 2025 and December 12, 2026, subject to the grantee’s continued service through each vesting date. |

  75. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (12) Represents restricted stock units that vested with respect to 1/4th of the underlying shares on November 16, 2022, and the remaining shares vest in equal quarterly installments thereafter over the next three years, subject to the grantee’s continuous service through each such vesting date. |

  76. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (13) The shares underlying this stock option award vest as follows: 1/4th of the shares vested on December 2, 2022, and the remaining shares vest in equal monthly installments thereafter over the next three years, subject to the grantee’s continuous service through each such vesting date. |

  77. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (14) The shares underlying the equity award vest in equal quarterly installments over four years with the first vesting installment beginning on August 16,2024, subject to the grantee’s continuous service through each such vesting date. |

  78. Option Exercises and Stock Vested in Fiscal Year 2024 Table

    Option Exercises and Stock Vested in Fiscal Year 2024 Table The following table sets forth the number of shares of our common stock acquired and the value realized upon vesting of restricted stock and restricted stock unit awards during the fiscal year ended December 31, 2024 by each of our NEOs. None of our NEOs exercised options during the fiscal year ended December 31, 2024.

  79. Option Exercises and Stock Vested in Fiscal Year 2024 Table

    | | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Neil Kumar, Ph.D. | 337,561 | $10,723,480 | | Brian C. Stephenson, Ph.D., CFA | 124,707 | $3,792,120 | | Thomas Trimarchi, Ph.D. | 135,072 | $3,980,311 |

  80. Option Exercises and Stock Vested in Fiscal Year 2024 Table

    | (1) The value realized upon vesting of restricted stock and restricted stock units is calculated by multiplying (i) the number of shares of restricted stock and restricted stock units vested by (ii) the closing market price of our common stock on the vesting date. The value does not necessarily reflect the actual proceeds received. |

  81. Potential Payments on Termination or Change in Control Table

    Potential Payments on Termination or Change in Control Table The table below quantifies the potential payments and benefits that would have become due to our NEOs assuming that a qualifying termination of employment occurred on December 31, 2024. Our 2021 Plan provides for full acceleration of outstanding time-based awards in the event the awards will not be assumed, substituted or continued in connection with a sale event (as defined in the 2021 Plan), which applies to all plan participants, including our NEOs. For purposes of the table below, we have assumed that all awards granted under the 2021 Plan would be assumed, substituted or continued by a successor entity. In the event there is no assumption, substitution or continuation, then the vesting of all time-based awards would be fully accelerated, and the potential benefits from such acceleration due to our NEOs assuming that the event occurred on December 31, 2024 would be the same as those calculated for “Termination Without Cause of Resignation for Good Reason in Connection with a Change in Control” in the table below. Our NEOs are also entitled to certain change in control benefits provided to all participants of our 2021 Plan under the Company’s CiC Policy. Specifically, in the event of a termination of a participant’s employment by the Company without “cause” or the participant’s resignation from employment for “good reason,” in either case which occurs upon or within 12 months after the completion of a “sale event” of the Company and subject to the participant’s execution of a severance agreement, the participant is entitled to full acceleration of vesting of then unvested and outstanding restricted stock awards, stock options, restricted stock units and any other equity awards of the Company with time-based vesting as of the date of such termination. The terms “good reason,” “cause” and “sale event” are as defined in the CiC Policy. For purposes of the table below, the value of accelerated vesting of equity awards is based on the closing price of $27.44 per share on December 31, 2024, minus, in the case of stock options, the exercise price of the unvested and outstanding stock option shares subject to acceleration.

  82. Potential Payments on Termination or Change in Control Table

    | Name | Benefit | Termination Without Cause or Resignation for Good Reason not in Connection with a Change in Control | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | | Neil Kumar, Ph.D. | Cash Severance | $980,000(1) | $980,000(1) | | | Equity Acceleration | — | $24,111,360(2) | | | Health Benefits | $46,355(3) | $46,355(3) | | | Total | $1,026,355 | $25,137,715 | | Brian C. Stephenson, Ph.D., CFA(7) | Cash Severance | $492,000(4) | $984,000(5) | | | Equity Acceleration | — | $10,785,877(2) | | | Health Benefits | $22,036 (6) | $29,381(3) | | | Total | $514,036 | $11,799,258 | | Thomas Trimarchi, Ph.D. | Cash Severance | $493,500(4) | $1,052,800(5) | | | Equity Acceleration | — | $10,090,318(2) | | | Health Benefits | $34,766(6) | $46,355(3) | | | Total | $528,266 | $11,189,473 |

  83. Potential Payments on Termination or Change in Control Table

    | (1) Represents lump sum payment of 12 months of the executive’s base salary. Dr. Kumar is also entitled to receive a pro-rated bonus in the year of termination. However, although Dr. Kumar has a target annual bonus opportunity, such bonus for 2024 was discretionary and not determinable as of December 31, 2024. |

  84. Potential Payments on Termination or Change in Control Table

    | (2) Represents, as applicable, the value of the acceleration of vesting of 100% of the executive’s unvested and outstanding restricted stock awards, stock options, restricted stock units and any other equity awards of the Company that is subject to time-based vesting as of the date of such termination, all based on the closing price of $27.44 per share on December 31, 2024. |

  85. Potential Payments on Termination or Change in Control Table

    | (3) Represents 12 months of payment of COBRA premiums for such executive. |

  86. Potential Payments on Termination or Change in Control Table

    | (4) Represents lump sum payment of 9 months of the executive’s base salary. |

  87. Potential Payments on Termination or Change in Control Table

    | (5) Represents lump sum payment of 12 months of the executive’s base salary and payment of one times such executive’s target annual bonus opportunity. |

  88. Potential Payments on Termination or Change in Control Table

    | (6) Represents 9 months of payment of COBRA premiums for such executive. |

  89. Potential Payments on Termination or Change in Control Table

    | (7) Dr. Stephenson served as the Company’s CFO and Secretary through March 17, 2025. In connection with Dr. Stephenson’s termination of employment from the Company, he will be entitled to (i) a lump sum payment equal to nine (9) months of his current base salary $492,000 and (ii) up to nine (9) months of COBRA reimbursements $22,036. In addition, following his termination of employment, Dr. Stephenson’s equity awards will continue to vest while he provides consulting services to the Company. |

  90. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are required to calculate and disclose the median of the actual total compensation of all our employees (except for our Chief Executive Officer), the annual total compensation of our Chief Executive Officer, and the ratio of the median of the annual total compensation of all our employees as compared to the annual total compensation of our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

  91. Methodology and Pay Ratio

    Methodology and Pay Ratio After determining our median employee, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table under Item 402(c)(2) of Regulation S-K. The actual total compensation of our median employee in 2024 was $348,914. The annual total compensation for our Chief Executive Officer compensation for 2024 as reported in the 2024 Summary Compensation Table was $15,581,922. Therefore, our CEO Pay Ratio for 2024 is approximately 45 to 1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. This information should not be used as a basis for comparison among different companies, even companies within the same industry, because the SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company uses the CEO Pay Ratio measure in making compensation decisions.

  92. Pay-Versus-Performance Table

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment based on:(5) | | Net Loss ($ Thousands)(7) | Revenue ($ Thousands)(8) | | | | | | | Total Shareholder Return (TSR)(5) ($) | Peer Group Total Shareholder Return (TSR)(6) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 15,581,922 | (2,656,829) | 6,082,873 | (261,159) | 78 | 118 | (543,347) | 221,902 | | 2023 | 12,158,626 | 70,060,160 | 6,651,996 | 29,070,865 | 115 | 119 | (653,251) | 9,303 | | 2022 | 6,674,437 | (11,343,340) | 2,957,392 | (783,731) | 22 | 114 | (484,652) | 77,648 | | 2021 | 25,626,959 | (132,750,009) | 8,677,297 | (23,115,955) | 48 | 126 | (586,454) | 69,716 | | 2020 | 10,054,909 | 151,056,692 | 4,762,662 | 18,433,250 | 203 | 126 | (505,488) | 8,249 |

  93. Pay-Versus-Performance Table

    | 2. | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Kumar, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Dr. Kumar during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Kumar’s total compensation for 2024 to determine the “compensation actually paid” to him for such fiscal year: |

  94. Pay-Versus-Performance Table

    | 4. | The dollar amounts reported in column (e) represent the average amount of “executive compensation actually paid” to our Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our Non-PEO NEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for 2024 to determine the executive compensation actually paid to our Non-PEO NEOs, using the methodology described in Note 4(b) below: |

  95. Executive Officer and Director Compensation

    Executive Officer and Director Compensation See the sections titled “Executive Compensation” and “Proposal 1—Election of Directors—Director Compensation” for information regarding compensation of our executive officers and directors, respectively.