DEF 14A of Ardelyx, Inc., Apr 30, 2025

DEF 14A of Ardelyx, Inc.

Filed Apr 30, 2025 · FY20240001140361-25-016522

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Except as otherwise provided by law, vacancies on the board of directors may be filled only by individuals elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a particular class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. Our board of directors currently consists of eight directors divided into the following three classes:

  2. ELECTION OF DIRECTORS

    | • | The Class II directors are David Mott and Michael Raab, and their terms will expire at the 2025 Annual Meeting of Stockholders; |

  3. ELECTION OF DIRECTORS

    | • | The Class III directors are Robert Bazemore, Muna Bhanji, R.Ph, and Richard Rodgers, and their terms will expire at the 2026 Annual Meeting of Stockholders; and |

  4. ELECTION OF DIRECTORS

    | • | The Class I directors are William A. Bertrand, Jr., Esq., Onaiza Cadoret-Manier and |

  5. ELECTION OF DIRECTORS

    Merdad Parsey, M.D., Ph.D., and their terms will expire at the 2027 Annual Meeting of Stockholders. Our current Class II directors, David Mott and Michael Raab, have each been nominated to serve as Class II directors and have agreed to stand for election. If the nominees for Class II are elected at the 2025 Annual Meeting, then each nominee will serve for a three-year term expiring at the 2028 Annual Meeting of Stockholders, and until his successor is elected and qualified, or until his earlier death, resignation or removal. Our directors are elected by a plurality of the votes cast. If a choice is specified on the proxy card by a stockholder, the shares will be voted as specified. If a choice is not specified on the proxy card, and authority to do so is not withheld, the shares will be voted “FOR” the election of the two nominees for Class II above. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for the nominee will instead be voted for the election of a substitute nominee proposed by our management or the board of directors. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. The following is a brief biography and discussion of the specific attributes, qualifications, experience and skills of each nominee for director and each director whose term will continue after the 2025 Annual Meeting, including information with respect to their ages as of March 31, 2025. Our board of directors and management encourage each nominee for director and each continuing director to attend the 2025 Annual Meeting.

  6. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE TWO CLASS II NOMINEES FOR DIRECTOR.

  7. CLASS II NOMINEES FOR DIRECTOR - To be elected for a three-year term expiring at the 2028 Annual Meeting of Stockholders

    CLASS II NOMINEES FOR DIRECTOR - To be elected for a three-year term expiring at the 2028 Annual Meeting of Stockholders David Mott, age 59, has served on our board of directors since March 2009 and as the chairperson of the board of directors since March 2014. Mr. Mott is currently a private investor through Mott Family Capital. Mr. Mott served as a general partner of New Enterprise Associates, or NEA, an investment firm focused on venture capital and growth equity investments from September 2008 to February 2020, where he led the healthcare investing practice. From 1992 until 2008, Mr. Mott worked at MedImmune Limited, a biotechnology company and subsidiary of AstraZeneca Plc (NYSE: AZN), and served in numerous roles during his tenure, including from October 2000 to July 2008 as President and Chief Executive Officer, and previously as Chief Financial Officer, and as President and Chief Operating Officer. During that time, Mr. Mott also served as Executive Vice President of AstraZeneca Plc from June 2007 to July 2008 following AstraZeneca Plc’s acquisition of Medimmune Limited in June 2007. Prior to joining MedImmune Limited, Mr. Mott was a Vice President in the healthcare investment banking group at Smith Barney, Harris Upham & Co. Inc. Mr. Mott received a B.A. in Economics and Government from Dartmouth College. Mr. Mott serves as the chairperson of the board of directors for Adaptimmune (Nasdaq: ADAP), and Mersana Therapeutics, Inc. (Nasdaq: MRSN), and serves on the board of directors of Novavax, Inc. (Nasdaq: NVAX). Additionally, he served as the chairperson of the board of directors of Imara Inc. from April 2016 to its acquisition by Enliven Therapeutics, Inc (Nasdaq: ELVN) in February 2023, and as the chairperson of the board of directors of Epizyme, Inc. (Nasdaq: EPZM) from December 2009 to its acquisition by Ipsen (Euronext: IPN; ADR: IPSEY) in August 2022. Mr. Mott also served as the chairperson of the board of directors of Tesaro, Inc. (Nasdaq: TSRO) and as a director of Nightstar Therapeutics plc (Nasdaq: IMRA). We believe that Mr. Mott is qualified to serve on our board of directors due to his extensive experience in the life sciences industry as a senior executive, his investment experience, strategic leadership track record and service on other boards of directors of life sciences companies. Michael Raab, age 60, has served as our President and Chief Executive Officer since March 2009 and as a director since 2008. From 2002 to 2009, Mr. Raab was a partner at NEA, an investment firm focused on venture capital and growth equity investments, where he focused on investments in the biotechnology and pharmaceutical sectors. Prior to joining NEA, Mr. Raab spent 15 years in commercial and operating leadership roles in the biotech and pharmaceutical industries, including serving as Senior Vice President, Therapeutics and General Manager of the Renal Division at Genzyme Corporation, or Genzyme, a biotechnology company. Mr. Raab also spent two years with Genzyme’s diagnostic products and services division. Before Genzyme, Mr. Raab held business development and sales and marketing positions at Repligen Corporation, a life sciences company, and Bristol-Myers Corporation. Mr. Raab is currently the lead independent director of Amicus Therapeutics, Inc. (Nasdaq: FOLD) and also serves as the chairperson of the board of directors of Tempest Therapeutics (Nasdaq CM: TPST). Mr. Raab also currently serves as a member of the Emerging Companies Section Governing Board and the Health Section Governing Board of the Biotechnology Innovation Organization. Mr. Raab received a B.A. from DePauw University. We believe Mr. Raab is qualified to serve on our board of directors based on his role as our President and Chief Executive Officer, his senior management experience in the life sciences sector, his investment experience and his current and past service on other boards of directors of public companies.

  8. CLASS III DIRECTORS - To continue in office until the 2026 Annual Meeting of Stockholders

    CLASS III DIRECTORS - To continue in office until the 2026 Annual Meeting of Stockholders Robert Bazemore, age 57, has served on our board of directors since June 2016. Mr. Bazemore served as President and Chief Executive Officer and a director of Epizyme, Inc., a biopharmaceutical company, from September 2015 until the company was acquired by Ipsen S.A. (Euronext: IPN; ADR: IPSEY) in August 2022. Prior to joining Epizyme, Mr. Bazemore served as Chief Operating Officer of Synageva BioPharma Corp., a biopharmaceutical company, which was acquired by Alexion Pharmaceuticals, a pharmaceutical company and subsidiary of AstraZeneca, for $8.4 billion in July 2015. Prior to that, Mr. Bazemore was President of Janssen Biotech, part of the Janssen Pharmaceutical Companies of Johnson & Johnson (NYSE: JNJ). Mr. Bazemore currently serves on the board of directors of Nuvation Bio, Inc. (NYSE: NUVB) and Akari Therapeutics, PLC (Nasdaq: AKTX). Additionally, he served on the board of directors of Neon Therapeutics, Inc. from November 2018 to its acquisition by Biopharmaceuticals New Technologies, or BioNTech (Nasdaq: BNTX), in May 2020. Mr. Bazemore received his B.S. in Biochemistry from the University of Georgia. We believe that Mr. Bazemore is qualified to serve on our board of directors due to his significant life science industry experience, including as a chief executive officer, and service on the boards of directors of life sciences companies. Muna Bhanji, R.Ph, age 62, has served on our board of directors since March 2021. Ms. Bhanji has served as the founder and principal of Tiba Global Access, LLC, an independent senior advisory practice focused on commercialization and market access strategy development, since January 2021. Ms. Bhanji previously served in roles of increasing responsibility at Merck & Co. (NYSE: MRK) between 1986 and January 2021. Most recently, Ms. Bhanji served as Senior Vice President, Global Market Access from 2010 until 2021 and as Senior Vice President, Hospital & Specialty Franchises from 2014 until 2017. Ms. Bhanji currently serves on the boards of directors of Veracyte, Inc. (Nasdaq: VCYT), Cytokinetics Incorporated (Nasdaq: CYTK), Intellia Therapeutics (Nasdaq: NTLA), and Corus International, an international humanitarian organization committed to poverty alleviation. Ms. Bhanji also serves as a Member of the Strategic Advisory Board of Lumanity. Ms. Bhanji received her B.Sc. in Pharmacy from the Rutgers School of Pharmacy, and her M.B.A. from Saint Joseph’s University. We believe that Ms. Bhanji is qualified to serve on our board of directors due to her extensive U.S. and global commercial and operational experience within the pharmaceutical industry. Richard Rodgers, age 58, has served on our board of directors since March 2014. From March 2010 until August 2013, Mr. Rodgers was co-founder, Executive Vice President, Chief Financial Officer, Secretary and Treasurer of Tesaro, Inc., a biopharmaceutical company, which was acquired by GlaxoSmithKline plc (LSE/NYSE: GSK) in January 2019. Mr. Rodgers previously served as the Chief Financial Officer of Abraxis BioScience, Inc., a biotechnology company, from June 2009 to February 2010. Prior to that, Mr. Rodgers served as Senior Vice President, Controller and Chief Accounting Officer of MGI PHARMA, Inc., a biopharmaceutical company, from 2004 until its acquisition by Eisai Co. Ltd. (OTC: ESALF), a pharmaceutical company, in January 2008. Mr. Rodgers has held finance and accounting positions at several private and public companies, including Arthur Anderson & Co. Mr. Rodgers currently serves as a director of Novavax, Inc. (Nasdaq: NVAX), and Opus Genetics, Inc. (Nasdaq: IRD). Mr. Rodgers received a B.S. in Financial Accounting from St. Cloud State University and his M.B.A. in Finance from the University of Minnesota, Carlson School of Business. We believe that Mr. Rodgers is qualified to serve on our board of directors due to his financial background, significant industry experience, and service on other boards of directors of publicly-traded life sciences companies.

  9. CLASS I DIRECTORS - To continue in office until the 2027 Annual Meeting of Stockholders

    CLASS I DIRECTORS - To continue in office until the 2027 Annual Meeting of Stockholders William Bertrand, Jr., Esq., age 60, has served on our board of directors since October 2015. Mr. Bertrand has served as the Chief Operating Officer at Adaptimmune Therapeutics Plc (Nasdaq: ADAP) since March 2017. From October 2015 to September 2016, Mr. Bertrand served as the Executive Vice President, General Counsel of Infinity Pharmaceuticals, Inc. (Nasdaq: INFI). From July 2013 to August 2015, Mr. Bertrand held a variety of positions with Salix Pharmaceuticals, Ltd., a biopharmaceutical company, including Senior Vice President, General Counsel, Acting Chief Operating Officer, and most recently, General Manager of Salix Pharmaceuticals following its acquisition by Valeant Pharmaceuticals International (NYSE: VRX) in April 2015. Prior to that, Mr. Bertrand completed a 12-year career at Medimmune Limited, a biotechnology company and subsidiary of AstraZeneca Plc (NYSE: AZN), serving in numerous roles of increasing responsibility, including as Executive Vice President and General Counsel from 2008 to 2013. Mr. Bertrand received his B.S. in Biology from Wayne State University and his J.D. from the University of Wisconsin-Madison. We believe that Mr. Bertrand is qualified to serve on our board of directors due to his legal and compliance background and significant life science industry experience. Onaiza Cadoret-Manier, age 61, has served on our board of directors since March 2020. Ms. Cadoret-Manier has served as the Chief Executive Officer, President and Board Member of Yemaya Bio, a biotechnology company, since March 2024. From March 2022 to March 2024, Ms. Cadoret-Manier served as Chief Global Product Strategy and Operations Officer at Ionis Pharmaceuticals (Nasdaq: IONS), and from January 2020 to March 2022, Ms. Cadoret-Manier served as Chief Corporate Development and Commercial Officer at Ionis Pharmaceuticals. Prior to that, Ms. Cadoret-Manier was the Chief Commercial Officer for Grail Biosciences, an early detection genomics company, from June 2018 until June 2019. Prior to Grail, from April 2011 until June 2018, she was Vice President of the Respiratory Franchise at Genentech, a biopharmaceutical company. Ms. Cadoret-Manier also has held multiple senior management positions overseeing corporate strategy, alliances, and marketing and sales for numerous disease areas for Genentech, Pfizer and Amylin Pharmaceuticals. Ms. Cadoret-Manier serves on the board of directors of Ventyx Biosciences (Nasdaq: VTYX). She has an M.B.A. from the University of Chicago and a bachelor’s degree in economics and accounting from City University of New York Queens College. We believe that Ms. Cadoret-Manier is qualified to serve on our board of directors due to her extensive commercial and strategic operational experience with life sciences companies. Merdad Parsey, M.D., Ph.D., age 62, has served as a member of our board of directors since April 2025. Dr. Parsey served as the Chief Medical Officer of Gilead Sciences, Inc. (Nasdaq: GILD) from November 2019 until April 2025. From October 2015 to November 2019, Dr. Parsey served as senior vice president of early clinical development at Genentech, Inc. Prior to Genentech, Dr. Parsey served as President and Chief Executive Officer of 3-V Biosciences Inc. (now Sagimet BioSciences Inc. (Nasdaq: SGMT)), held development roles at Sepracor, Regeneron, and Merck, and was Assistant Professor of Medicine and Director of Critical Care Medicine at the New York University School of Medicine. He currently serves on the board of directors for Sagimet BioSciences Inc. and Arrivent Biopharma (Nasdaq: AVBP). Additionally, Dr. Parsey previously served on the boards of Arcus Biosciences, Inc. (NYSE: RCUS) and the Gilead Foundation. Dr. Parsey received his B.S. in microbiology and biochemistry from the University of Maryland, his M.D. and Ph.D. in immunology from the University of Maryland at Baltimore. He completed his internal medicine residency at Stanford University and his pulmonary and critical care fellowship at the University of Colorado. We believe Dr. Parsey is well-suited to serve on our board of directors due to his years of experience in clinical drug development and his extensive scientific and medical experience.

  10. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Our board of directors periodically reviews our non-employee director compensation program in consultation with Pearl Meyer and has amended and restated the program from time to time based on recommendations provided by Pearl Meyer. In 2023, our board of directors adopted the Third Amended and Restated Non-Employee Director Compensation Program, or the Director Compensation Program, under which our non-employee directors received compensation during 2024. The Director Compensation Program provides for cash retainers and equity compensation for members of our board of directors who are not employed by us. We do not provide compensation to directors who are employees under the Director Compensation Program. Retainers are paid to our non-employee directors on or about the date of our annual stockholders meeting or, in respect of non-employee directors appointed to our board of directors after the annual stockholders meeting, on the date of appointment but pro-rated to reflect the number of whole or partial months remaining until the next annual stockholders meeting. Under the Director Compensation Program, our non-employee directors receive an annual retainer of $50,000. Any non-employee chairperson receives an additional annual cash retainer in the amount of $35,000. Non-employee directors receive additional annual retainers of $10,000 for serving on the audit and compliance committee (or $20,000 for serving as the chair of the audit and compliance committee), $7,500 for serving on the compensation committee (or $15,000 for serving as the chair of the compensation committee) and $5,000 for serving on the nominating and corporate governance committee (or $10,000 for serving as the chair of the nominating and corporate governance committee). Under the Director Compensation Program, each newly appointed or elected non-employee director is automatically granted an option to purchase the lesser of 200,000 shares of our common stock or that number of shares that results in the option having an expected grant date fair value of $300,000 as of the date of appointment or election. In addition, each non-employee director who has been serving on our board of directors for at least six months as of the date of any annual meeting of our stockholders and who will continue to serve as a non-employee director immediately following such meeting automatically is granted an option to purchase the lesser of 100,000 shares of our common stock or that number of shares that results in the option having an expected grant date fair value of $200,000. Each option has an exercise price per share equal to the closing trading price of our common stock on the date of grant or, if the date of grant is not a trading day, the immediately preceding trading day. Each initial non-employee director stock option vests and becomes exercisable as to 1/36th of the shares underlying the option on each monthly anniversary of the grant date, subject to the non-employee director’s continued service on our board of directors through the applicable vesting date. Each annual non-employee director stock option vests and becomes exercisable as to 1/12th of the shares underlying the option on each monthly anniversary of the grant date, subject to accelerated vesting immediately prior to the next annual stockholders meeting, in each case, subject to the non-employee director’s continued service on our board of directors through the applicable vesting date. The Director Compensation Program also provides that all outstanding equity awards that are held by a non-employee director will become fully vested and/or exercisable as of immediately prior to the consummation of a change in control. The Director Compensation Program includes the opportunity for non-employee directors to elect to receive fully vested stock awards in lieu of cash retainers. The number of shares of our common stock underlying the stock award is calculated by dividing the amount of the cash retainer by the closing trading price of a share of our common stock on the date of our annual meeting of stockholders (or the immediately preceding trading day if the date of our annual meeting of stockholders is not a trading day), rounded to the nearest whole share. For 2024, each of Messrs. Bertrand, Mott and Rodgers elected to receive a stock award in lieu of their respective 2024 annual cash retainers as calculated pursuant to the preceding sentence. In 2025, our board of directors adopted the Fourth Amended and Restated Non-Employee Director Compensation Program, or the Fourth Amendment, which amends the Director Compensation Program to increase the retainer for any non-employee chairperson to $37,500; to increase the expected grant date fair value for the equity grant for each newly appointed or elected non-employee director to $450,000, while retaining the maximum share utilization for any such grant to 200,000; and to increase the expected grant date fair value for the annual equity grant for any non-employee director who has been serving on our board of directors for at least six months as of the date of any annual meeting of our stockholders and who will continue to serve as a non-employee director immediately following such meeting to $300,000, while retaining the maximum share utilization for each such annual grant to 100,000. The Fourth Amendment also provides for the initial non-employee director equity grants and the annual non-employee director equity grants to be comprised of a mix of stock options to purchase shares of our common stock and restricted stock units, with the split of stock options and restricted stock units to be determined by the board of directors. The vesting schedule for the stock options granted to non-employee directors remains unchanged from the Director Compensation Plan. Under the Fourth Amendment, subject to the non-employee director’s continued service on our board of directors through the applicable vesting date, the restricted stock units comprising part of any initial non-employee director grant will vest as to 1/12th of the shares on each Company designated quarterly restricted stock unit vest date, and the restricted stock units comprising part of any annual non-employee director grant will vest as to 1/4th of the shares on each Company designated quarterly restricted stock unit vest date. Further, under the Fourth Amendment, the board may provide each director with the opportunity to defer the issuance of shares underlying any of the restricted stock units that would otherwise be used to the director in connection with the vesting or grant of the restricted stock units until the earliest of: (i) a fixed date properly elected by the director, (ii) the termination of the director’s service, or (iii) a Change in Control (as defined in the Restated Plan). Members of our board of directors are also reimbursed for reasonable travel and other out-of-pocket expenses.

  11. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth information for the year ended December 31, 2024 regarding the compensation awarded to, earned by or paid to our non-employee directors.

  12. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Robert Bazemore | $57,500 | $199,997 | $257,497 | | William Bertrand, Jr., Esq. | $70,000(2) | $199,997 | $269,997 | | Muna Bhanji, R.Ph | $57,500 | $199,997 | $257,497 | | Onaiza Cadoret-Manier | $55,000 | $199,997 | $254,997 | | David Mott | $110,000(2) | $199,997 | $309,997 | | Richard Rodgers | $77,500(2) | $199,997 | $277,497 |

  13. 2024 Director Compensation Table

    | (1) The amounts reported in the Option Awards column represent the grant date fair value of the stock options granted to the non-employee members of our board of directors during 2024 as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the stock option reported in this column are set forth in Note 13 to the audited financial statements included in our Annual Report on Form 10-K filed on February 20, 2025. The amounts reported in this column exclude the impact of estimated forfeitures related to service-based vesting provisions. Note that amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by the directors from the options. In June 2024, each of our non-employee directors was granted an annual option to purchase 40,243 shares of our common stock pursuant to the Director Compensation Program with an exercise price per share of $6.35. |

  14. 2024 Director Compensation Table

    The following table sets forth for the number of shares of our common stock subject to outstanding options held by each of our non-employee directors as of December 31, 2024:

  15. 2024 Director Compensation Table

    | Name | Shares Subject to Outstanding Option | | Robert Bazemore | 350,775 | | William Bertrand, Jr., Esq. | 365,775 | | Muna Bhanji, R.Ph | 253,167 | | Onaiza Cadoret-Manier | 288,135 | | David Mott(a) | 330,775 | | Richard Rodgers | 355,775 |

  16. 2024 Director Compensation Table

    | (a) Includes options to purchase 110,000 shares of our common stock that Mr. Mott holds for the benefit of entities associated with New Enterprise Associates. |

  17. 2024 Director Compensation Table

    | (2) Pursuant to the Director Compensation Program, each of Messrs. Bertrand, Mott and Rodgers elected to receive a fully vested stock award in lieu of their respective 2024 annual cash retainers. The fully vested stock awards consisted of 11,023, 17,322 and 12,204 shares of our common stock for Messrs. Bertrand, Mott and Rodgers, respectively. The number of shares of our common stock issued was calculated by dividing the annual retainer otherwise payable in cash at the 2024 Annual Meeting of Stockholders as reported in this column by $6.35, which was the closing trading price of our common stock on the date of the 2024 Annual Meeting of Stockholders, rounded down to the nearest whole share. The value of the cash fees the non-employee directors would have received had they not elected to receive stock awards is reported in this column. |

  18. Executive Summary

    | ○ | Strengthened our balance sheet. As of December 31, 2024, we had total cash, cash equivalents and short-term investments of $250.1 million, compared to $184.3 million as of December 31, 2023 primarily driven by our strong commercial performance and $50.0 million of additional proceeds that we drew in October 2024 under our loan agreement with investment affiliates managed by SLR Capital Partners (SLR). |

  19. Executive Summary

    | Topic | Key Actions | | Base Salaries | • Approved 2024 salaries for our NEOs • The increase in base salary from 2023 averaged 9.5% for our NEOs (excluding Mr. Kelliher who started in March 2024), reflecting (i) a merit increase component, as well as (ii) market adjustments to bring NEOs to within a competitive range of the 50th percentile of the market compensation group recommended by Pearl Meyer (the “Market Data”) • Set Mr. Kelliher’s salary at the 50th percentile of the Market Data | | Cash Performance Incentive Program | • Approved target bonus levels for each NEO for 2024 • Established corporate goals for 2024 across a number of key areas, including financial, regulatory, scientific, operational, and people • Evaluated performance relative to these goals and approved a corporate goal performance score of 92% for 2024 | | Equity Awards | • Established a 2024 long-term incentive program, comprised of grants of stock options and restricted stock units (RSUs), each with a four-year vesting schedule • Approved grants to our NEOs within the established program • Set grant amounts based on an average of a targeted long-term incentive value and a targeted long-term incentive award as a percentage of common shares outstanding • Applied this same logic to Mr. Kelliher’s grant upon his hiring |

  20. Executive Summary

    | What We Do | What We Don’t Do | | ☑ Evaluate compensation against a set of comparable companies ☑ Target our compensation opportunities within established market ranges, typically the 50th percentile with flexibility to adjust as business needs dictate ☑ Use multiple incentive plan metrics covering key financial, scientific, operational, strategic, and people goals ☑ Utilize both short- and long-term incentives to balance risk and reward ☑ Allow the Committee full negative discretion to reduce incentives ☑ Maintain a compensation recoupment policy ☑ Engage an independent consultant to advise our Committee ☑ Assess the risk of our compensation program | ☒ No guarantees for increases to annual compensation ☒ No single trigger vesting of equity in connection with a change in control unless equity awards are not assumed ☒ No excessive perquisites or executive benefits ☒ No hedging or pledging of company stock ☒ No repricing of outstanding equity awards without stockholder approval ☒ No excise tax gross ups |

  21. Compensation Philosophy and Process

    | Three Year Corporate Bonus Funding History (% of Target) | | | | 2022 | 2023 | 2024 | | 85% | 92% | 92% |

  22. Compensation Philosophy and Process

    | • | The Role of Management. Our CEO annually reviews each NEO’s performance (excluding himself), and recommends salary adjustments and incentive awards with the Committee. Our Chief Legal and Administrative Officer provides data and participates in Committee meetings to provide context and perspective on appropriate matters. Collectively, our CEO and Chief Legal and Administrative Officer also develop, with assistance from other executive officers, and propose corporate objectives for the purpose of our annual cash-based incentives, and may also assist in developing other compensation proposals as may come up from time to time. While our Committee utilizes this information, the ultimate decisions regarding fiscal 2024 executive compensation were made by our Committee and our board of directors. |

  23. Compensation Philosophy and Process

    | • | The Role of the Independent Consultant. Pearl Meyer serves as the Committee’s independent consultant and provides information and advice on executive and non-employee director compensation matters to the Committee. Pearl Meyer advises the Committee on all the principal aspects of executive compensation, and attends meetings of the Committee when requested. |

  24. Compensation Philosophy and Process

    In addition to the compensation peer group detailed above, Pearl Meyer also made use of compensation survey data in leveling our NEO compensation to the market. Like the compensation peer group, this survey data was customized to reflect companies that have a similar profile to our Company to ensure the comparisons were appropriate. The Committee generally references compensation paid by the peer group companies to similarly situated employees at the 50th percentile when evaluating the compensation levels of our NEOs .

  25. Cash-Based Incentive Compensation

    Cash-Based Incentive Compensation We consider annual cash incentive bonuses to be an important component of our total compensation program and provides incentives necessary to retain and motivate NEOs. For 2024, our NEOs were eligible to receive performance-based cash incentives pursuant to the achievement of certain corporate performance objectives, as well as reflecting on their individual performance (excluding our CEO, who has a bonus opportunity based entirely on corporate performance). The performance goals for these annual performance cash bonuses were evaluated by our compensation committee and approved by our board of directors. The determination of the bonus amounts paid to our NEOs generally reflects a number of considerations, including the NEO’s target bonus opportunity and the performance of the Company against corporate goals, as well as their individual performance. Each NEO’s target bonus opportunity for 2024 performance is expressed as a percentage of base salary and is detailed below.

  26. Cash-Based Incentive Compensation

    | NEO Fiscal Year 2024 Target Cash Incentive (% of Base Salary) | | | Michael Raab | 70% | | Justin Renz | 45% | | Elizabeth Grammer | 45% | | Laura Williams, M.D., M.P.H. | 45% | | Michael Kelliher | 45% |

  27. Discussion of Corporate Objective Goal Scoring

    | NEO | Base Salary | Target Bonus (% of Base Salary) | Target Bonus Amount | Total Bonus Achieved | Total Bonus Achieved as a % of Target Bonus | | Michael Raab | $770,000 | 70% | $539,000 | $495,880 | 92% | | Justin Renz | $517,000 | 45% | $232,650 | $214,038 | 92% | | Elizabeth Grammer | $509,300 | 45% | $229,185 | $210,850 | 92% | | Laura Williams, M.D., M.P.H. | $522,720 | 45% | $235,224 | $216,406 | 92% | | Michael Kelliher | $440,000 | 45% | $198,000 | $182,160 | 92% |

  28. Equity-Based Compensation

    Equity-Based Compensation The Committee views equity-based compensation as a critical component of our total compensation program. Equity-based compensation creates an ownership culture among our NEOs that provides an incentive to contribute to our mission and align interest of NEOs with those of our stockholders. We do not currently have any formal policy for determining the number of equity-based awards to grant to NEOs, though our Committee does reference the Market Data from our independent consultant when approving annual equity awards, as well as reflects on our philosophy, program objectives, and key factors as described above. For 2024, the Committee reviewed Market Data that captured both the grant date fair value of long-term incentives provided, as well as the size of long-term incentive grants expressed as a percentage of a company’s common shares outstanding at that time. The Committee determined both reference points were important given the volatility of our share price leading up to the grant date, as well as the Committee’s desire to balance delivering competitive value and awards that were not excessively dilutive to stockholders or punitive to our NEOs on that basis. The Committee determined to allocate 50% of each NEO’s equity award to time-vesting stock options and 50% to time-vesting Restricted Stock Units (RSUs) applying a 1.28 to 1 ratio for options to RSUs. The Committee reviewed Market Data and considered its desire to balance risk and reward, the volatility of our stock, and the motivational and retention aspects of the awards in arriving at the decision to grant an equal mix of stock options and RSUs (after applying the 1.28 to 1 ratio of options to RSUs described above). In sizing each equity award, the Committee referenced the 50th percentile of the Market Data, as well as internal equity among NEOs. As such, on January 16, 2024, in connection with our annual compensation review and approvals, the Committee approved the following grants to each of our NEOs other than Mr. Kelliher, who was not yet employed at our Company. Mr. Kelliher received a new hire grant upon commencing employment with us in March 2024, which was structured in the same fashion as the annual grants, while reflecting arm’s length negotiations.

  29. Equity-Based Compensation

    | NEO | Award Type | Number of Shares Underlying Stock Options | Number of RSUs | Resulting Grant Date Fair Value | | Michael Raab | Annual | 605,904 | 475,000 | $8,335,121 | | Justin Renz | Annual | 164,000 | 127,750 | $2,248,883 | | Elizabeth Grammer | Annual | 164,000 | 127,750 | $2,248,883 | | Laura Williams, M.D., M.P.H. | Annual | 152,127 | 118,750 | $2,088,255 | | Michael Kelliher | New Hire | 205,000 | 160,000 | $2,470,303 |

  30. Equity-Based Compensation

    Each annual stock option grant disclosed above vests and becomes exercisable in substantially equal monthly installments over four years from the grant date, subject to each holder continuing to provide services to us through such dates. The New Hire stock option grant awarded to Mr. Kelliher also vests and becomes exercisable over four years from the grant date, subject to Mr. Kelliher continuing to provide services to us through such dates but contains a one-year cliff vest of 25% of the award, with vesting thereafter on a monthly ratable basis. The Annual RSU grants vest in substantially equal quarterly installments over four years on each of the Company’s designated quarterly RSU vest dates following the grant date, subject to each holder continuing to provide services to us through such dates. Our New Hire RSUs contain a one-year cliff vest of 25% of the award, with vesting thereafter on a quarterly ratable basis.

  31. Retirement Savings and Health and Welfare Benefits

    Retirement Savings and Health and Welfare Benefits Retirement Programs We maintain a 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies. In 2023, the compensation committee and board of directors approved matching employer contributions under our 401(k) plan for all employees participating in the 401(k) plan, with all contributions to vest immediately, and the Company match to be 0.5% of the first 3% of the employee’s contribution. All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans. These health and welfare plans include medical, dental and vision benefits; short-term and long-term disability insurance; and supplemental life and AD&D insurance. Perquisites and Other Personal Benefits We did not provide any perquisites or personal benefits to our NEOs not otherwise made available to other employees in 2024. Employment and Severance Arrangements We have entered into an employment agreement with our CEO and an offer letter and a change in control severance agreement with each of our other NEOs. Our CEO’s employment agreement and our NEOs’ offer letters set forth the terms and conditions of employment of our NEOs, including base salary and standard employee benefit plan participation and, in the case of offer letters, initial equity awards. Our CEO’s employment agreement and other NEOs’ change in control severance agreements provide for severance benefits and payments upon certain terminations without cause or resignations for good reason. The Committee believes that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such arrangements can serve to mitigate a potential disincentive for them when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits provided under our CEO’s employment agreement and our other NEOs’ change in control severance agreements are described in more detail and quantified below under “—Potential Payments Upon Termination or Change in Control.”

  32. Other Aspects of our Compensation Program

    Other Aspects of our Compensation Program Recovery of Erroneously Awarded Compensation Policy Our Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) is intended to comply with SEC and Nasdaq listing standards and maintain a culture of focused, diligent, and responsible management that discourages conduct detrimental to our growth. Accordingly, as set forth in the Clawback Policy, we are required to recover certain erroneously paid incentive-based compensation of our current and former executive officers in the event we are required to prepare a qualifying accounting restatement. The Clawback Policy provides that such erroneously paid incentive-based compensation may also be recovered from other compensation payable by us. Equity Granting Practices From time to time, we grant equity awards, including stock options and RSUs, to our employees, including our NEOs. Our typical practice is to grant employee equity awards upon an individual’s commencement of employment. We typically grant annual refresh employee equity grants in the first quarter of each fiscal year, which refresh grants are typically approved at a regularly scheduled meeting of the Committee occurring in such quarter. In addition, non-employee directors receive grants of initial and annual equity awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of our stockholders, respectively, pursuant to our non-employee director compensation program. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Committee considers whether there is any material nonpublic information (“MNPI”) about our Company when determining the timing of stock option grants and it does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation. During fiscal year 2024, we did not grant stock options or similar option-like instruments to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses MNPI. Insider Trading All employees, officers, members of our board of directors and certain consultants of the Company are subject to our Insider Trading Compliance Policy. The policy prohibits the covered individuals from purchasing or selling any of our securities while in possession of material nonpublic information. Our Insider Trading Compliance Policy also prohibits covered individuals, including our NEOs, from (i) making short sales of our securities, (ii) engaging in transactions in puts, calls or other options or derivative instruments related to our securities, (iii) engaging in any hedging or similar transaction designed to decrease the risks associated with holding our securities and (iv) purchasing our securities on margin or pledging our securities as collateral. Accounting and Tax Considerations As a general matter, our Committee reviews and considers the various tax and accounting implications of compensation programs we utilize. We account for equity compensation paid to our employees under the rules of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”). Accounting standards also require us to record cash compensation as an expense at the time the obligation is accrued. Compensation Risk Assessment The Committee carefully considered whether our compensation policies and practices were reasonably likely to have a material adverse effect on the Company. The Committee believes that the mix and design of our compensation plans and policies do not encourage management to assume excessive risks and are not reasonably likely to have a material adverse effect on the Company. The Committee considered several factors in assessing the overall risk of our compensation program:

  33. Other Aspects of our Compensation Program

    | ☑ | We offer a base salary component of compensation, as well as certain health and welfare benefits, to provide employees fixed compensation and support regardless of performance | | ☑ | Our Cash Based Incentive Compensation Program has a range of metrics and outcomes that promote a balanced view of performance and is not binary in application | | ☑ | Certain aspects of the Company’s Cash Based Incentive Program include qualitative consideration, which restrain the influence of formulae or quantitative factors on excessive risk taking | | ☑ | We use multiple incentive plan metrics covering key financial, scientific, operational, strategic, and people goals | | ☑ | We set performance goals that we believe are reasonable to achieve | | ☑ | The Committee has full discretion to adjust the Cash Based Incentive Compensation funding at the end of year | | ☑ | We utilize both short- and long-term incentives to balance risk and reward | | ☑ | We grant long-term incentive awards that have a multi-year vesting schedule to promote a long-term view and decision-making | | ☑ | We maintain a Clawback Policy |

  34. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table contains information regarding the compensation earned by each of our named executive officers during the fiscal years ended December 31, 2024, 2023 and 2022.

  35. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All other Compensation ($)(3) | Total ($) | | Michael Raab President, Chief Executive Officer and Director | 2024 | 770,000 | — | 4,170,500 | 4,164,621 | 495,880 | 5,164 | 9,606,165 | | | 2023 | 700,000 | 330,000 | 687,500 | 2,395,694 | — | 4,950 | 4,118,144 | | | 2022 | 650,000 | 300,000(4) | 148,500 | 517,020 | 331,500 | — | 1,947,020 | | Justin Renz Chief Financial and Operations Officer | 2024 | 517,000 | — | 1,121,645 | 1,127,238 | 214,038 | 3,932 | 2,983,853 | | Elizabeth Grammer Chief Legal and Administrative Officer | 2024 | 509,300 | — | 1,121,645 | 1,127,238 | 210,850 | 4,273 | 2,973,306 | | | 2023 | 463,300 | 200,000 | 214,500 | 748,121 | — | 4,950 | 1,630,871 | | Laura Williams, M.D., M.P.H. Chief Medical Officer | 2024 | 522,720 | — | 1,042,625 | 1,045,630 | 216,406 | — | 2,827,381 | | | 2023 | 483,600 | 181,210 | 214,500 | 748,121 | — | — | 1,627,431 | | | 2022 | 465,000 | 250,000(4) | 39,600 | 141,811 | 158,800 | — | 1,055,211 | | Michael Kelliher(5) EVP, Corporate Development and Strategy | 2024 | 338,461 | — | 1,232,000 | 1,238,303 | 182,160 | — | 2,990,924 |

  36. 2024 Summary Compensation Table

    | (1) The amounts reported in the Stock Awards and Option Awards columns represent the grant date fair value of the restricted stock units and stock options granted to our named executive officers as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the restricted stock units and stock options reported in the Stock Awards and Option Awards columns are set forth in Note 13 to the audited financial statements included in our Annual Report on Form 10-K filed on February 20, 2025. The amounts reported in this column exclude the impact of forfeitures related to service-based vesting conditions. Note that the amounts reported in these columns reflect the accounting cost for these equity awards and do not correspond to the actual economic value that may be received by the named executive officers from the equity awards. |

  37. 2024 Summary Compensation Table

    | (2) The amounts reported in the Non-Equity Incentive Plan Compensation column represent annual cash performance-based bonuses earned by our NEOs pursuant to the achievement of certain company performance objectives. |

  38. 2024 Summary Compensation Table

    | (3) The amounts reported in the All Other Compensation column represent employer matching contributions under our 401(k) plan. |

  39. 2024 Summary Compensation Table

    | (4) The amounts represent discretionary retention bonuses paid to our NEOs in December 2022. |

  40. 2024 Summary Compensation Table

    | (5) Mr. Kelliher commenced employment with us on March 25, 2024. |

  41. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  42. 2024 Grants of Plan-Based Awards Table

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | All other stock awards: Number of shares of stock or unit | All other option awards: Number of shares underlying options | Exercise or base price of option award ($/share) | Grant date fair value of stock and option awards ($)(2) | | | | | Threshold | Target | | | | | | Michael Raab | Option(3) | 1/16/2024 | — | — | — | 605,904 | $8.78 | $4,164,421 | | | RSU(4) | 1/16/2024 | — | — | 475,000 | — | — | $4,170,500 | | | — | — | $26,950 | $539,000 | — | — | — | | | Justin Renz | Option(3) | 1/16/2024 | — | — | — | 164,000 | $8.78 | $1,127,238 | | | RSU(4) | 1/16/2024 | — | — | 127,750 | — | — | $1,121,645 | | | — | — | $11,633 | $232,650 | — | — | — | | | Elizabeth Grammer | Option(3) | 1/16/2024 | — | — | — | 164,000 | $8.78 | $1,127,238 | | | RSU(4) | 1/16/2024 | — | — | 127,750 | — | — | $1,121,645 | | | — | — | $11,459 | $229,185 | — | — | — | | | Laura Williams, M.D., M.P.H. | Option(3) | 1/16/2024 | — | — | — | 152,127 | $8.78 | $1,045,630 | | | RSU(4) | 1/16/2024 | — | — | 118,750 | — | — | $1,042,625 | | | — | — | $11,762 | $235,224 | — | — | — | | | Michael Kelliher | Option(5) | 3/25/2024 | — | — | — | 205,000 | $7.70 | $1,238,303 | | | RSU(6) | 3/25/2024 | — | — | 160,000 | — | — | $1,232,000 | | | — | — | $9,900 | $198,000 | — | — | — | |

  43. 2024 Grants of Plan-Based Awards Table

    | (1) Non-equity incentive plan awards consist of performance-based cash bonuses earned based on achievement of pre-determined performance criteria during fiscal year 2024. There is no maximum payout amount under the non-equity incentive plan. The 2024 cash incentive bonus determinations are described in more detail above under the heading “Cash-Based Incentive Compensation.” |

  44. 2024 Grants of Plan-Based Awards Table

    | (2) Amounts represent the aggregate grant date fair value of RSU and stock option awards granted to our named executive officers, computed in accordance with ASC Topic 718 and excluding the effect of estimated forfeitures related to service-based vesting conditions. The assumptions used in the valuation of these awards are set forth in Note 13 to the audited financial statements included in our Annual Report on Form 10-K filed on February 20, 2025. |

  45. 2024 Grants of Plan-Based Awards Table

    | (3) Represents annual grants of stock options to our NEOs, except Mr. Kelliher, in 2024. The option awards vest in substantially equal monthly installments over four years from the vesting commencement date, subject to the holder continuing to provide services to us through each such date. |

  46. 2024 Grants of Plan-Based Awards Table

    | (4) Represents annual grants of RSU awards to our NEOs, except Mr. Kelliher, in 2024. The awards of restricted stock units vest in substantially equal quarterly installments over four years from the vesting commencement date, on each of February 19; May 19; August 19 and November 19, subject to the holder continuing to provide services to us through each such date. |

  47. 2024 Grants of Plan-Based Awards Table

    | (5) Represents the new hire grant of stock options to Mr. Kelliher. The option award vests and becomes exercisable as to 25% of the shares subject to the option on the one year anniversary of the vesting commencement date, and as to 1/48th of the shares subject to the option each month thereafter, subject to the holder continuing to provide services to us through each such date. |

  48. 2024 Grants of Plan-Based Awards Table

    | (6) Represents the new hire grant of RSU awards to Mr. Kelliher. The restricted stock unit award vests as to 25% of the restricted stock units subject to the award on May 19, 2025, and as to 1/16th of the shares subject to the restricted stock unit on each February 19; May 19; August 19 and November 19, subject to the holder continuing to provide services to us through each such date. |

  49. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table sets forth certain information regarding the exercise of options to purchase shares of our common stock by our NEOs during 2024, and the vesting of RSUs with respect to shares of our common stock that were held by our NEOs during the year ended December 31, 2024.

  50. Outstanding Equity Awards at Fiscal Year-End 2024

    | Name | | Option Awards(1) | | | | Stock Awards(2) | | | | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Michael Raab | 1/16/2024 | 138,853 | 467,051 | 8.78 | 1/16/2034 | 356,248 | 1,806,177 | | | 1/5/2023 | 538,583 | 585,417 | 2.75 | 1/5/2033 | 125,000 | 633,750 | | | 1/6/2022 | 330,416 | 189,584 | 0.99 | 1/6/2032 | 37,500 | 190,125 | | | 1/5/2021 | 507,168 | 10,791 | 6.35 | 1/5/2031 | — | — | | | 1/9/2020 | 557,460 | — | 7.60 | 1/9/2030 | — | — | | | 1/17/2019 | 455,000 | — | 2.32 | 1/17/2029 | — | — | | | 7/26/2018 | 185,000 | — | 4.30 | 7/26/2028 | — | — | | | 1/16/2018 | 390,348 | — | 7.10 | 1/16/2028 | — | — | | | 8/9/2017 | 79,535 | — | 4.70 | 8/8/2027 | — | — | | | 1/19/2017 | 318,141 | — | 13.90 | 1/18/2027 | — | — | | | 1/15/2016 | 301,258 | — | 10.55 | 1/14/2026 | — | — | | | 1/6/2015 | 75,000 | — | 23.02 | 1/6/2025 | — | — | | Justin Renz | 1/16/2024 | 37,583 | 126,417 | 8.78 | 1/16/2034 | 95,810 | 485,757 | | | 1/5/2023 | 168,187 | 182,813 | 2.75 | 1/5/2033 | 39,000 | 197,730 | | | 1/6/2022 | 67,916 | 53,084 | 0.99 | 1/6/2032 | 10,500 | 53,235 | | | 1/5/2021 | 143,697 | 3,058 | 6.35 | 1/5/2031 | — | — | | | 6/8/2020 | 195,017 | — | 7.35 | 6/8/2030 | — | — | | Elizabeth Grammer | 1/16/2024 | 37,583 | 126,417 | 8.78 | 1/16/2034 | 95,810 | 485,757 | | | 1/5/2023 | 58,500 | 182,813 | 2.75 | 1/5/2033 | 39,000 | 197,730 | | | 1/6/2022 | 32,666 | 53,084 | 0.99 | 1/6/2032 | 10,500 | 53,235 | | | 1/5/2021 | 143,697 | 3,058 | 6.35 | 1/5/2031 | — | — | | | 1/9/2020 | 139,365 | — | 7.60 | 1/9/2030 | — | — | | | 1/17/2019 | 78,000 | — | 2.32 | 1/17/2029 | — | — | | | 7/26/2018 | 54,730 | — | 4.30 | 7/26/2028 | — | — | | | 1/16/2018 | 117,104 | — | 7.10 | 1/16/2028 | — | — | | | 8/9/2017 | 19,884 | — | 4.70 | 8/8/2027 | — | — | | | 1/19/2017 | 79,535 | — | 13.90 | 1/18/2027 | — | — | | | 1/15/2016 | 102,701 | — | 10.55 | 1/14/2026 | — | — | | | 1/6/2015 | 11,450 | — | 23.02 | 1/6/2025 | — | — | | Laura Williams, M.D., M.P.H. | 1/16/2024 | 34,862 | 117,265 | 8.78 | 1/16/2034 | 89,062 | | | | 1/5/2023 | 68,187 | 182,813 | 2.75 | 1/5/2033 | 39,000 | | | | 1/6/2022 | 110,000 | 52,000 | 0.99 | 1/6/2032 | 10,000 | | | | 11/2/2020 | 105,000 | — | 5.19 | 11/2/2030 | — | | | Michael Kelliher | 3/25/2024(4) | — | 205,000 | 7.70 | 3/25/2034 | 160,000 | 811,200 |

  51. Outstanding Equity Awards at Fiscal Year-End 2024

    | (1) Except as otherwise noted, each option vests and becomes exercisable in substantially equal monthly installments over four years from the vesting commencement date, subject to the holder continuing to provide services to us through each such date. |

  52. Outstanding Equity Awards at Fiscal Year-End 2024

    | (2) Except as otherwise noted, each award of restricted stock units vest in substantially equal quarterly installments over four years from the vesting commencement date, on each of February 19; May 19; August 19 and November 19, subject to the holder continuing to provide services to us through each such date. |

  53. Outstanding Equity Awards at Fiscal Year-End 2024

    | (3) Amounts calculated based on the $5.07 closing trading price of our common stock as of December 31, 2024, the last trading day of fiscal year 2024. |

  54. Outstanding Equity Awards at Fiscal Year-End 2024

    | (4) The option award vests and becomes exercisable as to 25% of the shares subject to the option on the one year anniversary of the vesting commencement date, and as to 1/48th of the shares subject to the option each month thereafter, subject to the holder continuing to provide services to us through each such date, and the restricted stock unit award vests as to 25% of the restricted stock units subject to the award on May 19, 2025, and as to 1/16th of the shares subject to the restricted stock unit on each February 19; May 19; August 19 and November 19, subject to the holder continuing to provide services to us through each such date. |

  55. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth certain information regarding the exercise of options to purchase shares of our common stock by our NEOs during 2024, and the vesting of RSUs with respect to shares of our common stock that were held by our NEOs during the year ended December 31, 2024.

  56. Option Exercises and Stock Vested Table

    | | Option Awards | | RSU Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Michael Raab | 180,000 | $897,400 | 247,526 | $1,709,789 | | Justin Renz | — | — | 70,092 | $484,161 | | Elizabeth Grammer, Esq. | 219,937 | $1,601,636 | 70,092 | $484,161 | | Laura Williams, M.D., M.P.H. | 130,000 | $669,900 | 65,020 | $449,126 | | Michael Kelliher | — | — | — | — |

  57. Option Exercises and Stock Vested Table

    | (1) The value realized on exercise is based on the difference between the closing market price of our common stock on the date of exercise and the applicable exercise price of those options multiplied by the number of shares underlying the options. |

  58. Option Exercises and Stock Vested Table

    | (2) The value realized on vesting is based on the number of shares of our common stock underlying the RSU awards that vested multiplied by the closing market price of our common stock on the vesting date. |

  59. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans.

  60. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans.

  61. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As described above, we have entered into an employment agreement with our CEO and a change in control severance agreement with each of our other NEOs, which provide for the following severance benefits. Under Mr. Raab’s amended and restated employment agreement, in the event Mr. Raab’s employment with us is involuntarily terminated for reason other than “cause” or he resigns for “good reason” (each, as defined below), in each case more than three months prior to or more than 12 months after a change in control, then Mr. Raab will receive: (i) continued payment of his annual base salary as in effect immediately prior to such termination for a period of 12 months; (ii) payment of healthcare continuation costs for him and his eligible dependents for up to 12 months following the date of such termination; and (iii) 12 months of accelerated vesting of any outstanding equity awards, with any options remaining exercisable until the earlier of 12 months following the date of termination or the original expiration date. In the event Mr. Raab’s employment with us is involuntarily terminated for reason other than cause or he resigns for good reason, in each case within three months prior to and 12 months after a change in control, then Mr. Raab will receive: (i) a lump sum amount equal to 1.5 multiplied by the sum of (a) his base salary as in effect immediately prior to such termination and (b) his target annual bonus for the year of termination; (ii) payment of healthcare continuation costs for him and his eligible dependents for up to 18 months following the date of such termination; and (iii) full accelerated vesting of any outstanding equity awards, with any options remaining exercisable until the earlier of 12 months following the date of termination or the original expiration date. The foregoing severance benefits are subject to Mr. Raab’s timely execution and non-revocation of a general release of claims against the Company and its affiliates. Under each other NEO’s change in control severance agreements, in the event the named executive officer’s employment with us is involuntarily terminated for reason other than cause or they resign for good reason, in each case more than three months prior to or more than 12 months after a change in control, then they will receive: (i) continued payment of their annual base salary as in effect immediately prior to such termination for a period of nine months; and (ii) payment of healthcare continuation costs for them and their eligible dependents for up to 12 months following the date of such termination. In the event their employment with us is involuntarily terminated for reason other than cause or they resign for good reason, in each case within three months prior to and 12 months after a change in control, then they will receive: (i) a lump sum amount equal to (a) the sum of their base salary as in effect immediately prior to such termination and (b) their target annual bonus for the year of termination; (ii) payment of healthcare continuation costs for them and their eligible dependents for up to 12 months following the date of such termination; and (iii) full accelerated vesting of any outstanding equity awards, with any options remaining exercisable until the earlier of 12 months following the date of termination or the original expiration date. The foregoing severance benefits are subject to the named executive officer’s timely execution and non-revocation of a general release of claims against the Company and its affiliates and continued compliance with their confidential information agreement. For the purposes of Mr. Raab’s amended and restated employment agreement and each of the other NEO’s change in control severance agreements, “cause” means (i) the named executive officer’s theft, dishonesty or falsification of any employment or company records that is non-trivial in nature; (ii) malicious or reckless disclosure of our confidential or proprietary information or any material breach by the named executive officer of their obligations under their proprietary information and inventions assignment agreement with us; (iii) the conviction of the named executive officer of a felony (excluding motor vehicle violations) or the commission of gross negligence or willful misconduct, where a majority of the non-employee members of the board of directors reasonably determines that such act or misconduct has (A) seriously undermined the ability of the board of directors or management to entrust them with important matters or otherwise work effectively with them, (B) substantially contributed to our loss of significant revenues or business opportunities, or (C) significantly and detrimentally affected the business or reputation of our company or any of our subsidiaries; and/or (iv) the willful failure or refusal by the named executive officer to follow the reasonable and lawful directives of the board of directors, provided such willful failure or refusal continues after their receipt of reasonable notice in writing of such failure or refusal and a reasonable opportunity of not less than 30 days to correct the problem. For the purposes of Mr. Raab’s amended and restated employment agreement and each of the other NEO’s change in control severance agreements, “good reason” includes the occurrence of: (i) a material diminution in the NEO’s authority, duties, or responsibilities, which substantially reduces the nature or character of their position; (ii) a reduction (or material reduction, in the case of each named executive officer other than Mr. Raab) of their base salary as in effect immediately prior to such reduction; (iii) a relocation of their principal office to a location more than 50 miles from the location of our principal office as of immediately prior to such relocation, except for required travel by them on company business; or (iv) any material breach by us of any provision of the named executive officer’s employment agreement or offer letter which we do not cure within 30 days following written notice from the NEO, provided that in order for “good reason” to exist, each of the following conditions must be met: (i) the foregoing good reason conditions must have occurred without the named executive officer’s express written consent; (ii) the named executive officer must provide written notice to us of such condition within 30 days of the initial existence of the condition; (iii) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice; and (iv) the date of the named executive officer’s resignation of employment must occur within 60 days after the initial existence of the condition specified in such notice. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our NEOs. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2024, and a fair market value of our common stock on December 31, 2024 of $5.07 per share (determined based on the closing trading price of a share of our common stock on December 31, 2024). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date.

  62. Potential Payments Upon Termination or Change in Control

    | Name | Type of Payment | Covered Termination Unrelated to a Change in Control | Covered Termination in Connection with a Change in Control | | Michael Raab | Cash Severance Benefits | | | | | Base Salary | $770,000 | $1,155,000 | | | Target Bonus | — | $808,500 | | | Equity Awards | | | | | RSUs(1) | $1,109,053 | $2,630,052 | | | Options(2) | $1,365,920 | $2,131,670 | | | Healthcare Benefits(3) | $23,500 | $35,250 | | | Total | $3,268,473 | $6,760,472 | | Justin Renz | Cash Severance Benefits | | | | | Base Salary | $387,750 | $517,000 | | | Target Bonus | — | $232,650 | | | Equity Awards | | | | | RSUs(1) | — | $736,722 | | | Options(2) | — | $640,709 | | | Healthcare Benefits(3) | $33,300 | $33,300 | | | Total | $421,050 | $2,160,381 | | Elizabeth Grammer | Cash Severance Benefits | | | | | Base Salary | $381,975 | $509,300 | | | Target Bonus | — | $229,185 | | | Equity Awards | | | | | RSUs(1) | — | $736,722 | | | Options(2) | — | $640,709 | | | Healthcare Benefits(3) | $33,300 | $33,300 | | | Total | $415,275 | $2,149,216 | | Laura Williams, M.D., M.P.H. | Cash Severance Benefits | | | | | Base Salary | $392,025 | $522,720 | | | Target Bonus | — | $235,224 | | | Equity Awards | | | | | RSUs(1) | — | $699,974 | | | Options(2) | — | $636,286 | | | Healthcare Benefits(3) | $17,000 | $17,000 | | | Total | $409,025 | $2,111,204 | | Michael Kelliher | Cash Severance Benefits | | | | | Base Salary | $330,000 | $440,000 | | | Target Bonus | — | $198,000 | | | Equity Awards | | | | | RSUs(1) | — | $811,200 | | | Options(2) | — | — | | | Healthcare Benefits(3) | $33,300 | $33,300 | | | Total | $363,300 | $1,482,500 |

  63. Potential Payments Upon Termination or Change in Control

    | (1) The value of accelerated vesting for restricted stock units was based on $5.07 per share, which was the closing trading price of our common stock on December 31, 2024. |

  64. Potential Payments Upon Termination or Change in Control

    | (2) The value of accelerated vesting for stock options was calculated by subtracting the exercise prices of options from $5.07 per share, which was the closing trading price of our common stock on December 31, 2024. Options with exercise prices in excess of $5.07 per share were excluded. |

  65. Potential Payments Upon Termination or Change in Control

    | (3) Represents the estimated value of the monthly COBRA premium that would otherwise be payable by the NEO and any eligible dependents multiplied by 12. based on the monthly cost of such benefits to the Company as of December 31, 2024. |

  66. Potential Payments Upon Termination or Change in Control

    In 2025, the Company entered into an amended and restated employment agreement with Mr. Raab (“the Second Amended and Restated Employment Agreement”) as well as amended and restated change in control and severance agreements with each of the other NEOs. Under Mr. Raab’s Second Amended and Restated Employment Agreement, in the event Mr. Raab’s employment with us is involuntarily terminated for reason other than “cause” or he resigns for “good reason” (each, as defined above), in each case more than three months prior to or more than 12 months after a change in control, then Mr. Raab will receive: (i) continued payment of his annual base salary as in effect immediately prior to such termination for a period of 18 months; (ii) payment of healthcare continuation costs for him and his eligible dependents for up to 18 months following the date of such termination; and (iii) 18 months of accelerated vesting of any outstanding equity awards, with any options remaining exercisable until the earlier of 12 months following the date of termination or the original expiration date. In the event Mr. Raab’s employment with us is involuntarily terminated for reason other than cause or he resigns for good reason, in each case within three months prior to and 12 months after a change in control, then Mr. Raab will receive: (i) a lump sum amount equal to 2.0 multiplied by the sum of (a) his base salary as in effect immediately prior to such termination and (b) his target annual bonus for the year of termination; (ii) payment of healthcare continuation costs for him and his eligible dependents for up to 24 months following the date of such termination; and (iii) full accelerated vesting of any outstanding equity awards, with any options remaining exercisable until the earlier of 12 months following the date of termination or the original expiration date. The foregoing severance benefits are subject to Mr. Raab’s timely execution and non-revocation of a general release of claims against the Company and its affiliates. Under the amended and restated change in control and severance agreements with each of the other NEOs, in the event the NEO’s employment with us is involuntarily terminated for reason other than cause or they resign for good reason, in each case more than three months prior to or more than 12 months after a change in control, then they will receive: (i) continued payment of their annual base salary as in effect immediately prior to such termination for a period of 12 months; (ii) payment of healthcare continuation costs for them and their eligible dependents for up to 12 months following the date of such termination; and (iii) 3 months of accelerated vesting of any outstanding equity awards for each year the NEO has been employed with the Company (up to 12 months). In the event their employment with us is involuntarily terminated for reason other than cause or they resign for good reason, in each case within three months prior to and 12 months after a change in control, then they will receive: (i) a lump sum amount equal to 1.5 multiplied by (a) the sum of their base salary as in effect immediately prior to such termination and (b) their target annual bonus for the year of termination; (ii) payment of healthcare continuation costs for them and their eligible dependents for up to 18 months following the date of such termination; and (iii) full accelerated vesting of any outstanding equity awards, with any options remaining exercisable until the earlier of 12 months following the date of termination or the original expiration date. The foregoing severance benefits are subject to the named executive officer’s timely execution and non-revocation of a general release of claims against the Company and its affiliates and continued compliance with their confidential information agreement.

  67. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our President and CEO, Mr. Raab. The CEO pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In complying with the CEO pay ratio disclosure requirements, companies are permitted to use a variety of assumptions and methodologies. As a result, the CEO pay ratio reported by other companies may not be comparable with the ratio reported below since all results are impacted by the nature of each company’s compensation reward structure and employee demographics and the chosen assumptions and methodologies permitted under the SEC rules.

  68. Pay Versus Performance

    Pay Versus Performance

  69. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation provided to our NEOs and certain measures of Company performance in the years ended December 31, 2024, 2023, 2022 and 2021, for services to our Company in all capacities. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

  70. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR”) ($)(2) | Peer Group TSR ($)(3) | Net Loss ($ in millions) | Total Revenue ($ in millions)(4) | | 2024 | 9,606,165 | 4,749,620 | 2,941,814 | 1,676,438 | 78 | 105 | (39) | 334 | | 2023 | 4,113,194 | 10,055,709 | 1,626,676 | 3,344,278 | 96 | 101 | (66) | 124 | | 2022 | 1,947,020 | 4,047,941 | 1,049,800 | 1,913,762 | 44 | 103 | (67) | 52 | | 2021 | 4,230,994 | 39,202 | 1,700,013 | 584,783 | 17 | 92 | (158) | 10 |

  71. Pay Versus Performance Table

    | (1) Amounts represent compensation actually paid (“CAP”) to our CEO, Michael Raab, who was our Principal Executive Officer or “PEO” for each of the four years shown, and the average CAP to our remaining NEOs or “Non-PEO NEOs” for the relevant fiscal year, as determined under SEC rules, which includes Justin Renz, Elizabeth Grammer, Esq., Laura Williams, M.D., M.P.H., and Michael Kelliher for 2024, Laura Williams, M.D., M.P.H and Elizabeth Grammer, Esq. for 2023, Laura Williams, M.D., M.P.H. and Susan Rodriguez for 2022 and Justin Renz, Robert Blanks, Elizabeth Grammer, Esq. and David Rosenbaum, Ph.D. for 2021. |

  72. Pay Versus Performance Table

    Amounts represent the Summary Compensation Table Total Compensation for the applicable fiscal year adjusted as follows:

  73. Pay Versus Performance Table

    | Fiscal Year (“FY”) | 2024 | | | | PEO ($) | Average non- PEO NEOs ($) | | 2024 Summary Compensation Table Total | 9,606,165 | 2,941,814 | | Deduction for ASC 718 Fair Value as of Grant Date Reported under the Option Awards Columns in the Summary Compensation Table | 8,335,121 | 2,264,081 | | Increase based on ASC 718 Fair Value of Awards Granted during the FY that Remain Unvested as of FY End (“FYE”) | 2,972,646 | 919,554 | | Increase based on ASC 718 Fair Value of Awards Granted during the FY that Vested during the FY as of Vesting Date | 1,251,140 | 247,178 | | Increase/deduction based on ASC 718 Fair Value of Outstanding Unvested Prior FY Awards as of FYE Compared to Valuation as of Prior FYE | (1,245,555) | (282,833) | | Increase/deduction based on ASC 718 Fair Value of Prior FY Awards that Vested during the FY as of Vesting Date Compared to Valuation as of Prior FYE | 500,345 | 114,805 | | Total Adjustments | (4,856,545) | (1,265,377) | | Compensation Actually Paid | 4,749,620 | 1,676,438 |

  74. Pay Versus Performance Table

    | (2) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. No dividends were paid on our common stock in 2021, 2022, 2023 or 2024. |

  75. Pay Versus Performance Table

    | (3) Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the same peer group used in the review of our executive compensation, as disclosed under “Compensation Discussion and Analysis”. Please refer to “Use of Market Data” caption of the “Compensation Discussion and Analysis” for the names of the peer group companies. |

  76. Pay Versus Performance Table

    | (4) We have selected total revenue as the most important financial measure used by us to link compensation actually paid for 2024 to our performance since it is the financial measure with the largest impact on the cash bonuses we pay our NEOs. |

  77. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  78. Interests of Directors and Executive Officers

    Interests of Directors and Executive Officers Our directors and executive officers (including our named executive officers) have substantial interests in the matters set forth in the Equity Plan Amendment Proposal since equity awards may be granted to them in the future under the Restated Plan (as amended by the Equity Plan Amendment).