DEF 14A of Fulcrum Therapeutics, Inc.
Filed Apr 19, 2024 · FY20230001193125-24-102863
PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS
PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS Our board of directors currently consists of eight members. In accordance with the terms of our restated certificate of incorporation, our board of directors is divided into three classes (Class I, Class II and Class III), with members of each class serving staggered three-year terms. The members of the classes are divided as follows:
PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS
| • | the Class II directors are James Collins, James Geraghty, and Alex Sapir, and their term expires at the Annual Meeting; |
PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS
| • | the Class III directors are Katina Dorton, Robert Gould and Kate Haviland, and their term expires at the annual meeting of stockholders to be held in 2025; and |
PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS
| • | the Class I directors are Alan Ezekowitz and Sonja Banks, and their term expires at the annual meeting of stockholders to be held in 2026. |
PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution of our board of directors. Our restated certificate of incorporation also provides that our directors may be removed only for cause and only by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated James Collins, James Geraghty, and Alex Sapir for election as Class II directors at the Annual Meeting. Proxies may not be voted for a greater number of persons than the number of nominees named in this proxy statement as only Class II is up for re-election at the Annual Meeting. Mr. Collins, Mr. Geraghty and Mr. Sapir are all presently directors, and have indicated a willingness to continue to serve as directors, if elected, and management has no reason to believe that such nominees will be unavailable to serve. In the event the nominees are unable or decline to serve as directors at the time of the Annual Meeting, the proxies will be voted for any nominee who may be designated by the present board of directors to fill the vacancy. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees named below. We have no formal policy regarding board diversity, but our Corporate Governance Guidelines provide that the value of diversity should be considered and that the background and qualifications of the members of our board of directors considered as a group should provide a significant breadth of experience, knowledge, and ability to assist our board of directors in fulfilling its responsibilities. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, the ability to contribute positively to the collaborative culture among our board members, knowledge of our business, understanding of the competitive landscape in which we operate and adherence to high ethical standards. Certain individual qualifications and skills of our directors that contribute to our board of directors’ effectiveness as a whole are described in the following paragraphs.
Nominees for Election as Class II Directors
Nominees for Election as Class II Directors Biographical information as of March 31, 2024, including principal occupation and business experience during the last five years, for our nominees for election as Class I directors at our Annual Meeting is set forth below. James J. Collins, Ph.D., age 58, has served on our board of directors since January 2017. Dr. Collins has served as the Termeer Professor of Medical Engineering and Science in the Institute for Medical Engineering and Science and the Department of Biological Engineering at MIT since December 2014. Prior to his joining MIT, from October 1990 to November 2014, Dr. Collins served as a professor in biomedical engineering at Boston University. Dr. Collins currently is on the board of directors of Senti Biosciences, Inc. Dr. Collins previously served on the board of directors of Orion Biotech Opportunities Corp. Dr. Collins received a B.A. in Physics from the College of the Holy Cross and a doctorate in Medical Engineering from the University of Oxford. From 1987 to 1990, he was a Rhodes Scholar. We believe Dr. Collins’ extensive industry expertise qualifies him to serve on our board of directors. James Geraghty, age 69, has served on our board of directors since July 2016. Mr. Geraghty is an industry leader with over 30 years of strategic and leadership experience. Mr. Geraghty currently serves as chairman of the board of directors of Pieris Pharmaceuticals, Inc., a publicly traded company, and as a member of the board of directors of Voyager Therapeutics, Inc., a publicly traded company. From May 2013 to December 2016, Mr. Geraghty was an Entrepreneur in Residence at Third Rock Ventures, LLC, or TRV, a leading biotech venture and company-formation fund. From April 2011 to December 2012, Mr. Geraghty served as a senior vice president of Sanofi, a global healthcare company. Prior to that, he served in various senior management roles at Genzyme Corporation, or Genzyme, a biotechnology company, including as senior vice president, international development, president of Genzyme Europe, and chief executive officer of Genzyme Transgenics. He previously served as chairman of the board of Orchard Therapeutics, plc, Idera Pharmaceuticals, Inc. (acquired by Aceragen, Inc.) and Juniper Pharmaceuticals, Inc. Mr. Geraghty received a B.A. in English from Georgetown University, an M.S. in Psychology from the University of Pennsylvania and a J.D. From Yale Law School. We believe Mr. Geraghty’s public company board and management experience and his broad and deep knowledge of the industry in which we operate qualifies him to serve on our board of directors. Alex C. Sapir, age 57, has served as our president and chief executive officer and as a member of our board of directors since July 2023. Prior to joining our Company, Mr. Sapir served as chief executive officer and a member of the board of directors of ReViral Ltd. (acquired by Pfizer Inc.), or ReViral, a biopharmaceutical company focused on developing novel antiviral therapeutics that target respiratory syncytial virus, from June 2019 until June 2022. From January 2017 to December 2018, Mr. Sapir served as the president and chief executive officer of Dova Pharmaceuticals Inc., or Dova (acquired by Sobi, Inc.), a pharmaceutical company focused on developing drug candidates for diseases that are treated by specialist physicians, with an initial focus on addressing thrombocytopenia, and as a member of Dova’s board of directors from March 2017 to April 2019. Earlier in his career, Mr. Sapir was the Executive Vice President for Marketing and Sales at United Therapeutics Corporation, a biotechnology company focused on the development and commercialization of unique products to address the unmet medical needs of patients with chronic and life-threatening conditions and prior to that, Mr. Sapir held commercial positions of increasing responsibility at GlaxoSmithKline and other smaller healthcare companies. Mr. Sapir currently serves as a member of the board of directors of PhaseBio Pharmaceuticals, Inc., a biotechnology company. Mr. Sapir received a B.A. in economics from Franklin and Marshall College and an M.B.A. from Harvard Business School. We believe that Mr. Sapir is qualified to serve on our board of directors due to his extensive knowledge of our company and his significant background in working with life sciences companies. Our board of directors unanimously recommends voting “FOR” the election of James Collins, James Geraghty and Alex Sapir as Class II directors for a three-year term ending at the annual meeting of stockholders to be held in 2027.
Directors Continuing in Office
Directors Continuing in Office Biographical information as of March 31, 2024, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below.
Class I Directors
Class I Directors Sonja L. Banks, age 55, has served on our board of directors since December 2021. Ms. Banks has been the chief executive officer of the International Dyslexia Association since December 2018. Prior to that, Ms. Banks served in various leadership roles at the Sickle Cell Disease Association of America, Inc., or SCDAA, from May 2010 to December 2018, including as a senior advisor, president, and chief operating officer. Prior to joining the SCDAA, Ms. Banks was a director of community service and outreach at the St. Vincent’s Health System in Alabama from May 2007 to June 2010 and held key leadership roles at the United Negro College Fund and the United Way of Central Alabama from February 2000 to May 2007. Ms. Banks has previously served on the National Heart, Lung, and Blood Institute’s Sickle Cell Disease Advisory Committee, Community Health Charities Board, and the American Society of Hematology’s Sickle Cell Disease Coalition. Ms. Banks earned a B.A. in Political Science from the University of Alabama and an M.P.A. in Public Administration & Business from Jacksonville State University. We believe Ms. Bank’s experience in the life sciences industry, in particular her knowledge and understanding regarding access, reimbursement and treatment options in sickle cell disease, among others, qualifies her to serve on our board of directors. Alan Ezekowitz, MBChB, D.Phil, age 70, has served on our board of directors since December 2016. Dr. Ezekowitz has served as an advisory partner at TRV since December 2023 and previously as a venture partner at TRV from December 2019 to 2022. Dr. Ezekowitz served as the president and chief executive officer of Abide Therapeutics, Inc., or Abide, a biopharmaceutical company that he co-founded, from 2011 to May 2019, when Abide was acquired by H. Lundbeck A/S. Prior to founding Abide, Dr. Ezekowitz was the senior vice president and franchise head for disease areas including bone, respiratory, immunology, muscle, dermatology and urology at Merck Research Laboratories, or Merck, a healthcare company, from March 2006 to March 2011. Dr. Ezekowitz currently is on the board of directors of Organon & Co., a global healthcare company. Prior to joining Merck, Dr. Ezekowitz was the Charles Wilder Professor of Pediatrics at the Harvard Medical School from June 1995 to March 2005 and served as the chief of pediatric services at the Massachusetts General Hospital for Children and the Partners Healthcare System. Additionally, he directed the Laboratory of Developmental Immunology at Massachusetts General Hospital. Dr. Ezekowitz received his medical training at the University of Cape Town in South Africa and received a Doctor of Philosophy degree from Oxford University. We believe Dr. Ezekowitz’s leadership experience in the life sciences industry qualifies him to serve on our board of directors.
Class III Directors
Class III Directors Katina Dorton, age 66, has served on our board of directors since January 2020. Ms. Dorton currently is on the board of directors of Tscan Therapeutics, Inc., a clinical stage biotechnology company developing T cell therapies for patients with cancer, and Mallinckrodt, plc, a global business focused on specialty pharmaceutical products and therapies. Previously Ms. Dorton held chief financial officer positions at several biotechnology companies, including Nodthera Inc, from 2020 through 2022, Repare Therapeutics Inc., from 2019 to 2020, AVROBIO, Inc., from 2017 through 2018, and Immatics GmbH, from 2015 through 2017, each a biotechnology company. Ms. Dorton served on the board of directors of US Ecology, Inc., an environmental services company, from 2014 until its acquisition by Republic Services, Inc. in 2022 and Pandion Therapeutics, Inc., a biopharmaceutical company, from December 2020 until its acquisition by Merck & Co., Inc in April 2021. Ms. Dorton holds a J.D. from the University of Virginia School of Law, an M.B.A. from George Washington University and a B.A. from Duke University. We believe that Ms. Dorton’s extensive experience working with life sciences companies qualifies her to serve on our board of directors. Robert J. Gould, Ph.D., age 69, has served as a member of our board of directors since July 2016, served as our interim president and chief executive officer from January 2023 to June 2023, and served as our president and chief executive officer from July 2016 to March 2021. Dr. Gould has served as an operating partner of Khosla Ventures since September 2021. Dr. Gould previously served as president and chief executive officer of Epizyme, Inc., or Epizyme, a biopharmaceutical company, from March 2010 to September 2015. Prior to joining Epizyme, he served as director of novel therapeutics at the Broad Institute of Massachusetts Institute of Technology, or MIT, and Harvard, a research institute, from December 2006 to March 2010. Dr. Gould spent 23 years at Merck, a healthcare company, where he held a variety of leadership positions, culminating in the role of vice president, licensing and external research. Dr. Gould currently is on the board of directors of Turnstone Biologics Corp, a biotechnology company. Dr. Gould served as a member of the board of directors of Epizyme from March 2010 to March 2016. Dr. Gould received a B.A. from Spring Arbor University and a Ph.D. from the University of Iowa and completed postdoctoral studies at the Johns Hopkins University. We believe that Dr. Gould’s extensive leadership experience in the life sciences industry and his extensive knowledge of our company based on his previous role as our chief executive officer qualify him to serve on our board of directors. Kate Haviland, age 48, has served on our board of directors since June 2018, and as chair of the board since January 2022. Ms. Haviland has served as chief executive officer and a member of the board of directors of Blueprint Medicines Corporation, or Blueprint, a precision therapy company, since April 2022. Prior to her serving as chief executive officer, Ms. Haviland served as chief operating officer of Blueprint from January 2019 to April 2022, and chief business officer of Blueprint from January 2016 to January 2019. Prior to joining Blueprint, Ms. Haviland served as vice president, rare diseases and oncology program leadership at Idera Pharmaceuticals (acquired by Aceragen, Inc.) from April 2014 to December 2015, as head of commercial development at Sarepta Therapeutics, Inc. from June 2012 to April 2014, as executive director of commercial development at PTC Therapeutics, Inc. from March 2007 to June 2012, and roles in corporate development and project management at Genzyme from July 2005 to April 2007. Ms. Haviland currently serves on the board of directors of Bicara Therapeutics, a private company. Ms. Haviland received a B.A. from Wesleyan University with a double major in biochemistry/molecular biology and economics and an M.B.A. from Harvard Business School. We believe that Ms. Haviland’s extensive experience working with life sciences companies and leadership within the biopharmaceutical industry qualifies her to serve on our board of directors.
Executive Officers Who Are Not Directors
Executive Officers Who Are Not Directors Biographical information as of March 31, 2024 for our executive officers who are not directors is listed below. Patrick Horn, age 69, M.D., Ph.D. has served as our chief medical officer since March 2024. Dr. Horn previously served as chief medical officer of Hemoshear Therapeutics from January 2022 to March 2024. Dr. Horn served as chief medical officer of Albiero Pharma, Inc., a biopharmaceutical company, from August 2018 through December 2021. Dr. Horn previously served as senior vice president, medical and clinical development at Orphan Technologies Ltd., a biopharmaceutical company, from January 2018 to July 2018. Prior to that, he served as chief medical officer at Tetraphase Pharmaceuticals, Inc., a biopharmaceutical company, from January 2011 to December 2017. Prior to that, he served as vice president, clinical & medical affairs at Dyax Corporation, a biopharmaceutical company, from September 2007 to December 2010. Previously, Dr. Horn served in various positions at Abbott Laboratories, a pharmaceutical company, from 2001 to 2006, most recently serving as medical director, head of clinical pharmacology. Dr. Horn received a B.S. in Chemistry from the University of Illinois, a Ph.D. in the Pharmacological and Physiological Sciences from the University of Chicago and an M.D. from the University of Chicago, Pritzker School of Medicine. Alan Musso, age 62, has served as our chief financial officer since August 2023. Previously, Mr. Musso served as chief financial officer of ReViral from October 2019 until September 2022. From September 2018 to September 2019, Mr. Musso served as the chief financial officer of Peloton Therapeutics, Inc. (acquired by Merck & Co., Inc.), a biopharmaceutical company focused on oncology drug discovery and development. From November 2014 to August 2018, Mr. Musso served as the chief financial officer and treasurer of Bellicum Pharmaceuticals, Inc., a public biotechnology company focused on discovering and developing novel, controllable cellular immunotherapies for various forms of cancer. From February 2002 to November 2014, Mr. Musso served in various positions at Targacept, Inc., a public biopharmaceutical company, including as senior vice president of finance and administration, chief financial officer and treasurer, and assistant secretary. Mr. Musso is on the board of directors of Aileron Therapeutics, Inc., a biopharmaceutical company. Mr. Musso has over 25 years of biotechnology and pharmaceutical industry experience in both large and emerging growth companies. Mr. Musso received his B.S. in accounting from Saint Mary’s College of California and his graduate degree from the Thunderbird School of Global Management. Curtis Oltmans, J.D., age 60, has served as our chief legal officer since August 2022 and previously served as our general counsel from November 2020. Mr. Oltmans previously served as vice president, head of litigation for DaVita, Inc., or DaVita, a healthcare company, from June 2019 to November 2020. Prior to joining DaVita, he served as general counsel for Array BioPharma, a biopharmaceutical company which was acquired by Pfizer Inc. Prior to joining Array BioPharma, Mr. Oltmans served as the U.S. general counsel for Novo Nordisk, a pharmaceutical company. Mr. Oltmans is on the board of directors of Avenue Therapeutics, Inc., a biopharmaceutical company. Mr. Oltmans earned a B.A. in Political Science from the University of Nebraska and a J.D. from the University of Nebraska College of Law. There is no arrangement or understanding between any of our directors or executive officers and any other person or persons pursuant to which he or she was or is to be selected as a director or executive officer. PROPOSAL NO. 2—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 Our stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Ernst & Young LLP has served as our independent registered public accounting firm since 2017. The audit committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2024. Stockholder approval is not required to appoint Ernst & Young LLP as our independent registered public accounting firm. However, the board of directors believes that submitting the appointment of Ernst & Young LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Ernst & Young LLP. If the selection of Ernst & Young LLP is ratified, the audit committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of our company and our stockholders. A representative of Ernst & Young LLP is expected to virtually attend the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions from our stockholders. We incurred the following fees from Ernst & Young LLP for the audit of the consolidated financial statements and for other services provided during the years ended December 31, 2023 and 2022.
Executive Officers Who Are Not Directors
| Fee Category | 2023 | 2022 | | Audit fees (1) | $462,600 | $528,350 | | Audit related fees | — | — | | Tax fees (2) | $16,480 | $113,500 | | All other fees | — | — | | Total fees | $479,080 | $641,850 |
Executive Officers Who Are Not Directors
| (1) “Audit fees” consist of fees for the audit of our annual financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with regulatory filings or engagements. |
Executive Officers Who Are Not Directors
| (2) “Tax fees” consist of fees for professional services, including tax compliance, advice and tax planning. |
Director Nomination Process
| • | Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to our current and long-term objectives and should be willing and able to contribute positively to our decision-making process. |
Compensation & Human Capital Management Committee
| • | overseeing and administering our cash and equity incentive plans; |
Compensation & Human Capital Management Committee
| • | reviewing and making recommendations to our board of directors with respect to director compensation; |
Compensation & Human Capital Management Committee
| • | appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the compensation and human capital management committee; |
Science and Technology Committee
| • | reviewing, evaluating, and advising our board of directors and management regarding our long-term strategic goals and objectives and the quality and direction of our research and development programs; |
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION This section describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers for 2023. Our named executive officers for 2023 were Alex Sapir, Robert J. Gould, Bryan Stuart, Alan Musso, Curtis Oltmans and Mel Hayes. This section also describes the material elements of compensation awarded to, earned by or paid to each of our non-employee directors. This section also provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and our directors and is intended to place in perspective the data presented in the tables and narrative that follow.
Executive and Director Compensation Processes
Executive and Director Compensation Processes Our executive compensation program is administered by the compensation and human capital management committee of our board of directors, subject to the oversight and approval of our board of directors. Our compensation and human capital management committee reviews our executive compensation practices on an annual basis and based on this review approves, or, as appropriate, makes recommendations to our board of directors for approval of, our executive compensation program. In designing our executive compensation program, our compensation and human capital management committee considers compensation data for national and regional companies in the biotechnology/pharmaceutical industry provided by our independent compensation consultant to help guide its executive compensation decisions at the time of hiring and for subsequent adjustments in compensation. Since 2018, our compensation and human capital management committee has retained Aon’s Talent Solutions practice, a division of Aon plc (formerly known as Radford), or Aon, as its independent compensation consultant, to provide comparative data on executive compensation practices in our industry and to advise on our executive compensation program generally. During 2023, our compensation and human capital management committee directly retained Aon to advise the compensation and human capital management committee on our compensation program for executive officers, which includes base salaries, annual performance-based cash incentives and equity incentive awards, and our compensation program for directors and Aon made recommendations with respect to the amount and form of executive and director compensation. Although our compensation and human capital management committee considers the advice and guidance of Aon as to our executive compensation program and our director compensation program, our compensation and human capital management committee ultimately makes its own decisions about these matters. In the future, we expect that our compensation and human capital management committee will continue to engage independent compensation consultants to provide additional guidance on our executive compensation programs and our director compensation programs and to conduct further competitive benchmarking against a peer group of publicly traded companies. The compensation and human capital management committee reviewed information regarding the independence and potential conflicts of interest of Aon, taking into account, among other things, the factors set forth in the Nasdaq listing standards. Based on such review, the compensation and human capital management committee concluded that the engagement of Aon did not raise any conflict of interest. Under its charter, the compensation and human capital management committee may form, and delegate authority to, subcommittees, consisting of independent directors, as it deems appropriate. During 2023, the compensation and human capital management committee did not form or delegate authority to such subcommittees. In addition, under its charter, the compensation and human capital management committee may delegate to one or more executive officers the power to grant options or other stock awards pursuant to our equity-based plans or as inducement awards to employees who are not directors or executive officers of the Company. During 2023, the compensation and human capital management committee delegated authority to the current chief executive officer to grant certain stock options to non-executive employees. Compensation to executive officers and directors is subject to our policies, including anti-hedging and anti-pledging policies described under “—Corporate Governance” above. Our director compensation program is administered by our board of directors with the assistance of the compensation and human capital management committee. The compensation and human capital management committee conducts an annual review of director compensation and makes recommendations to the board of directors with respect thereto.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-equity incentive plan compensation ($)(2) | All other compensation ($)(3) | Total ($) | | Alex C. Sapir(4) | 2023 | 369,419 | — | 6,398,757 | 150,000 | 72,420 | 6,990,596 | | President and Chief Executive Officer | | | | | | | | | Bryan Stuart(5) | 2023 | 2,385 | — | 1,294,861(6) | — | 572,450 | 1,869,696 | | Former President and Chief Executive Officer | 2022 | 572,450 | — | 3,179,306 | 220,000 | — | 3,971,756 | | Robert J. Gould(7) | 2023 | 300,000 | — | 76,404 | — | 48,097 | 424,501 | | Former Interim President and Chief Executive Officer | 2022 | — | — | 73,342 | — | 45,000 | 118,342 | | Alan Musso(8) | 2023 | 180,682 | — | 1,605,754 | 61,700 | 31,697 | 1,879,833 | | Chief Financial Officer | | | | | | | | | Curtis Oltmans(9) | 2023 | 436,800 | | 1,734,261 | 148,600 | — | 2,319,661 | | Chief Legal Officer | 2022 | 411,825 | — — | 840,909 | 117,600 | — | 1,370,334 | | Mel Hayes(10) | 2023 | 471,200 | — | 1,561,354 | 160,300 | — | 2,192,854 | | Executive Vice President, Patient Affairs | | | | | | | |
Summary Compensation Table
| (1) The amounts reported in the “Option awards” column reflect the aggregate grant date fair value of stock- based compensation awarded during the year computed in accordance with the provisions of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. See Note 9 to our consolidated financial statements appearing in our annual report on Form 10-K, which was filed with the SEC on February 27, 2024, regarding assumptions underlying the valuation of stock option awards. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. |
Summary Compensation Table
| (2) Except where noted otherwise, the amounts reported in the “Non-Equity Incentive Plan” column reflect annual cash bonuses earned by our named executive officers for their performance in 2023 and 2022, respectively, pro rata adjusted for Mr. Sapir and Mr. Musso who joined our company in July and August 2023, respectively. See “—Narrative to Summary Compensation Table—Annual Target Bonus.” |
Summary Compensation Table
| (3) For Mr. Sapir, includes $51,000 for a housing and travel allowance and a $21,420 tax gross-up related to the taxable housing and travel allowance; for Mr. Stuart, reflects severance benefits in connection with his January 2023 separation from service; for Dr. Gould, reflects fees for earned for non-employee director |
Summary Compensation Table
| services after he was replaced as interim chief executive officer; and for Mr. Musso includes $22,322 for housing and travel allowance and a $9,375 tax gross-up related to the housing and travel allowance. |
Summary Compensation Table
| (4) Mr. Sapir’s employment commenced in May 2023 as a special advisor to Dr. Gould, then serving as interim president and chief executive officer, and he assumed the role of president and chief executive officer in July 2023. The salary reported reflects the pro rata portion of Mr. Sapir’s annualized salary of $650,000 earned during 2023, and $44,419 earned during his role as a special advisor. |
Summary Compensation Table
| (5) In January 2023, we and Mr. Stuart mutually agreed that he would transition from his role as our president and chief executive officer effective immediately. Accordingly, salary for 2023 reflects the pro rata portion of Mr. Stuart’s salary earned in 2023 prior to separation from service. |
Summary Compensation Table
| (6) Reported amount reflects incremental fair value of the extension of the post-termination exercise period of Mr. Stuart’s vested option awards in connection with his separation from service. |
Summary Compensation Table
| (7) In January 2023, we appointed Dr. Gould as interim president and chief executive officer. Accordingly, salary reported reflects the pro rata portion of Dr. Gould’s $600,000 annualized salary earned during 2023, and his compensation as a non-employee director is reflected under Option Awards and Other Compensation. For 2022, Dr. Gould’s compensation as a non-employee director is reflected under Option Awards and Other Compensation. |
Summary Compensation Table
| (8) Mr. Musso’s employment as chief financial officer commenced in August 2023. Accordingly, salary reported reflects the pro rata portion of Mr. Musso’s annualized salary of $450,000 earned during 2023. |
Summary Compensation Table
| (9) Mr. Oltmans was promoted from senior vice president to chief legal officer in July 2022, and his salary and annual target bonus were increased in connection therewith. Accordingly, 2022 amounts reflect this step up in both salary and bonus mid-year. |
Summary Compensation Table
| (10) In October 2023, Mr. Hayes’ role transitioned to executive vice president, patient affairs. |
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following table sets forth information regarding all outstanding stock options held by each of our named executive officers as of December 31, 2023. We have omitted stock awards from the following table as there are no outstanding stock awards held by our named executive officers as of December 31, 2023.
Outstanding Equity Awards at December 31, 2023
| | Option Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | | Alex C. Sapir | — | 2,430,400(1) | 3.27 | 5/11/2033 | | Bryan Stuart | 224,571 | — | 7.84 | 12/17/2028 | | | 58,928 | — | 7.84 | 1/21/2029 | | | 24,999 | — | 16.00 | 7/17/2029 | | | 78,750 | — | 16.87 | 1/22/2030 | | | 67,188 | — | 13.09 | 1/24/2031 | | | 153,125 | — | 11.78 | 3/30/2031 | | | 85,000 | — | 12.69 | 1/18/2032 | | Robert J. Gould | 107,142 | — | 16.00 | 7/17/2029 | | | 187,500 | 12,500(2) | 16.87 | 1/22/2030 | | | 185,206 | 84,184(3) | 11.33 | 2/1/2031 | | | 19,000 | — | 5.22 | 6/26/2032 | | | — | 30,000(4) | 3.16 | 6/26/2033 | | Alan Musso | — | 432,800(5) | 4.01 | 8/6/2033 | | | | 61,822(6) | 4.01 | 8/6/2033 | | Curtis Oltmans | 115,200 | 38,400(7) | 11.82 | 12/2/2030 | | | 26,250 | 33,750(8) | 12.69 | 1/18/2032 | | | 15,625 | 34,375(9) | 7.40 | 8/8/2032 | | | 28,125 | 121,875(10) | 12.59 | 2/8/2032 | | | — | 127,500(11) | 2.58 | 4/25/2033 |
Outstanding Equity Awards at December 31, 2023
| | Option Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | | Mel Hayes | 78,750 | 61,250(12) | 28.49 | 9/6/2031 | | | 21,875 | 28,125(8) | 12.69 | 1/18/2032 | | | 42,813 | 94,187(9) | 7.40 | 8/8/2032 | | | 25,313 | 109,687(10) | 12.59 | 2/8/2033 | | | — | 115,000(11) | 2.58 | 4/25/2033 |
Outstanding Equity Awards at December 31, 2023
| (1) This option award vests over four years, with 25% of the shares vesting on May 12, 2024 and 6.25% of the shares vesting thereafter in equal quarterly installments over three years, subject to continued service. |
Outstanding Equity Awards at December 31, 2023
| (2) This option award vests in equal quarterly installments over four years beginning on the vesting commencement date of January 1, 2020, subject to continued service. |
Outstanding Equity Awards at December 31, 2023
| (3) This option award vests in equal quarterly installments over four years beginning on the vesting commencement date of January 1, 2021, subject to continued service. |
Outstanding Equity Awards at December 31, 2023
| (4) This option award is scheduled to vest with respect to all shares on June 27, 2024, the first anniversary of the grant date or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date on June 27, 2023, subject to continued service. |
Outstanding Equity Awards at December 31, 2023
| (5) This option award vests over four years, with 25% of the shares vesting on August 7, 2024 and 6.25% of the shares vesting thereafter in equal quarterly installments over three years, subject to continued service. |
Outstanding Equity Awards at December 31, 2023
| (6) This performance-based stock option was granted on August 7, 2023 and was subject to the achievement of certain pre-defined performance objectives pertaining to financial and investor relations goals within six months from the grant date, and subject to Mr. Musso continuing to be an “eligible participant” (as defined in our 2022 Inducement Stock Incentive Plan) through the vesting date. All performance objectives were met on January 17, 2024. |
Outstanding Equity Awards at December 31, 2023
| (7) This option award vests over four years, with 25% of the shares vested on November 30, 2021 and 6.25% of the shares vesting thereafter in equal quarterly installments over three years, subject to continued service. |
Outstanding Equity Awards at December 31, 2023
| (8) This option award vests in equal quarterly installments over four years beginning on the vesting commencement date of January 1, 2022, subject to continued service. |
Outstanding Equity Awards at December 31, 2023
| (9) This option award vests over four years, with 25% of the shares vested on July 1, 2023 and 6.25% of the shares vesting thereafter in equal quarterly installments over three years, subject to continued service. |
Outstanding Equity Awards at December 31, 2023
| (10) This option award vests in equal quarterly installments over four years beginning on the vesting commencement date of January 1, 2023, subject to continued service. |
Outstanding Equity Awards at December 31, 2023
| (11) This option award vests over four years, with 25% of the shares vesting on April 26, 2024 and 6.25% of the shares vesting thereafter in equal quarterly installments over three years, subject to continued service. |
Outstanding Equity Awards at December 31, 2023
| (12) This option award vests over four years, with 25% of the shares vested on September 7, 2022 and 6.25% of the shares vesting thereafter in equal quarterly installments over three years, subject to continued service. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The employment agreements and the employment of Mr. Sapir, Mr. Musso, Mr. Oltmans and Mr. Hayes may be (and of Mr. Stuart could have been) terminated as follows: (1) upon the death or “disability” (as disability is defined in the applicable employment agreement) of such executive officer; (2) at our election, with or without “cause” (as cause is defined in the applicable employment agreement); and (3) at such executive officer’s election, with or without “good reason” (as good reason is defined in the applicable employment agreement). Dr. Gould’s letter agreement for his service as interim chief executive officer did not provide for any severance or change in control benefits.
Director Compensation
Director Compensation The table below shows all compensation earned by our non-employee directors during the year ended December 31, 2023. Dr. Gould’s compensation for 2023 (including fees received as a non-employee director) are reported in the “Summary Compensation Table” above.
Director Compensation
| Name | Fees earned or paid in cash ($) | Option awards ($)(1)(2) | Total ($) | | Sonja L. Banks | 45,000 | 76,404 | 121,404 | | James J. Collins | 46,903 | 76,404 | 123,307 | | Katina Dorton | 60,000 | 76,404 | 136,404 | | Alan Ezekowitz | 55,000 | 76,404 | 131,404 | | James Geraghty | 55,500 | 76,404 | 131,904 | | Kate Haviland | 81,500 | 76,404 | 157,904 |
Director Compensation
| (1) The amounts reported in the “Option awards” column reflect the aggregate grant date fair value of stock options awarded during the year computed in accordance with the provisions of ASC 718. See Note 9 to our consolidated financial statements appearing in our annual report on Form 10-K, which was filed with the SEC on February 27, 2024, regarding assumptions underlying the valuation of the option awards. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. |
Director Compensation
| (2) As of December 31, 2023, the aggregate number of shares of our common stock subject to outstanding option awards for each non-employee director serving during 2023 was as follows: Ms. Banks, 79,000 shares; Dr. Collins, 86,141 shares; Ms. Dorton, 82,571 shares, Dr. Ezekowitz, 95,285 shares; Mr. Geraghty, 89,712 shares; and Ms. Haviland, 106,141 shares. |
Director Compensation
In June 2019, our board of directors approved a non-employee director compensation program that became effective on July 17, 2019. Under this non-employee director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairman of the board and of each committee receive additional retainers for such service. These cash retainer fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member in the year ended December 31, 2023 were as follows:
Director Compensation
| | Member Annual Fee | Chair Incremental Annual Fee | | Board of Directors | $40,000 | $30,000 | | Audit Committee | $7,500 | $7,500 | | Compensation and Human Capital Management Committee | $5,000 | $5,000 | | Nominating and Corporate Governance Committee | $4,000 | $4,000 | | Science and Technology Committee | $5,000 | $5,000 |
Director Compensation
We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which he or she serves. In addition, under our director compensation program, each non-employee director will receive, upon his or her initial election or appointment to our board of directors, an option under our 2019 Stock Incentive Plan, or the 2019 Plan, to purchase 60,000 shares of our common stock. Each of these options vests as to 2.7778% of the shares of our common stock underlying such option at the end of each successive one-month period following the grant date until the third anniversary of the grant date, subject to the non-employee director’s continued service as a director. Further, on the date of the first board meeting held after our 2023 annual meeting of stockholders, each non-employee director that served on our board of directors for at least six months received an option under the 2019 Plan to purchase 30,000 shares of our common stock under the 2019 Plan. Each of these options vests with respect to all of the shares underlying such option on the first anniversary of the grant date or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to the non-employee director’s continued service as a director. All options issued to our non-employee directors under our director compensation program are issued with exercise prices equal to the fair market value of our common stock on the Nasdaq Global Market on the date of grant and will become exercisable in full upon specified change in control events.