DEF 14A of Cabaletta Bio, Inc.
Filed Apr 23, 2024 · FY20230001193125-24-105870
PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS
PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS Our board of directors currently consists of six members. In accordance with the terms of our certificate of incorporation and bylaws, 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 CLASS II DIRECTORS
| • | the class I directors are Scott Brun, M.D. and Shawn Tomasello, and their term will expire at the annual meeting of stockholders to be held in 2026; |
PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS
| • | the class II directors are Catherine Bollard, MBChB, M.D., and Richard Henriques, MBA, and their terms will expire at the Annual Meeting; and |
PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS
| • | the class III directors are Steven Nichtberger, M.D., and Mark Simon, MBA, and their terms will expire at the annual meeting of stockholders to be held in 2025. |
PROPOSAL NO. 1 – ELECTION OF 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 certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) or more of the outstanding shares then entitled to vote 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 Catherine Bollard, MBChB, M.D., and Richard Henriques, MBA, for election as the class II directors at the Annual Meeting. The nominees are presently directors, and they have indicated a willingness to continue to serve as directors, if elected. If a nominee becomes unable or unwilling to serve, however, the properly submitted proxies may be voted for a substitute nominee selected by our board of directors. Our nominating and corporate governance committee Policies and Procedures for Director Candidates, or the Director Guidelines, provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, judgment, skills, education, expertise and absence of conflicts of interest. 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, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. The nominating and corporate governance committee and the full board of directors are committed to creating a board of directors with diversity, including diversity of expertise, experience, background and gender, and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches. In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that they should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to Cabaletta Bio and our board of directors.
Nominees for Election as Class II Directors
Nominees for Election as Class II Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and age as of April 4, 2024.
Nominees for Election as Class II Directors
| Name | Positions and Offices Held with Cabaletta | Director Since | Age | | Catherine Bollard, MBChB, M.D. | Director | 2019 | 56 | | Richard Henriques, MBA | Director | 2019 | 68 |
Class II Directors (Term Expires at Annual Meeting)
Class II Directors (Term Expires at Annual Meeting) Catherine Bollard, MBChB, M.D. Dr. Bollard joined our board of directors in April 2019. She has been the director of the Center for Cancer and Immunology Research at the Children’s National Research Institute (CNRI) since 2017 and the director of the Program for Cell Enhancement and Technologies for Immunotherapy at the Children’s National Hospital, or CNH, since 2013. She is also a faculty member of the Division of the Blood and Marrow Transplantation at CNH. Since 2013, Dr. Bollard has served as a tenured Professor of Pediatrics and Microbiology, Immunology and Tropical Medicine at the George Washington University and is the Associate Center Director (ACD) for Translational Research and Innovation within the George Washington Cancer Center. Prior to her move in 2013, Dr. Bollard was Professor of Pediatrics, Medicine and Immunology at Baylor College of Medicine. She is a past president of the International Society for Cell Therapy (ISCT), and she served on the Cellular, Tissues and Gene Therapy Advisory Committee of the FDA until 2019. Dr. Bollard chaired the Non-Hodgkin’s Lymphoma Committee of the Children’s Oncology Group from 2012 to 2020 and in 2021 became the President of the Foundation for the Accreditation of Cellular Therapy (FACT). Dr. Bollard was the scientific co-founder of Catamaran Bio, a company developing novel, off-the-shelf chimeric antigen receptor (CAR)-NK cell therapies designed to treat a broad range of cancers and served on its Scientific Advisory Board until 2024. Dr. Bollard was previously on the board of directors and subsequently the Scientific Advisory Board of Mana Therapeutics. She currently serves on the SAB of Minovia Tx Ltd and serves as Chair of the DSMB for SOBI. Dr. Bollard received her medical degree (MBChB) and her doctor of medicine (MD) from the University of Otago Medical School in New Zealand. We believe Dr. Bollard is qualified to serve as a member of our board of directors because of her scientific background and significant experience in clinical and translational research efforts. Richard Henriques, MBA. Mr. Henriques joined our board of directors in February 2019. Since 2015, he has been a senior fellow at the Center for High Impact Philanthropy at the University of Pennsylvania, with a focus on impact investing. From 2010 to 2014, Mr. Henriques was the Chief Financial Officer of the Bill & Melinda Gates Foundation, where he was responsible for finance and accounting, financial planning and analysis, strategic planning, measurement and evaluation, program related investments and information technology. From 1981 to 2008, Mr. Henriques held positions at Merck & Co., Inc., including as Senior Vice President of Finance for Global Human Health, Vice President and Corporate Controller, and Principal Accounting Officer. Mr. Henriques has served on the boards of directors of Arbutus Biopharma Corporation (Nasdaq: ABUS) since December 2014. Mr. Henriques also serves on the boards of directors or trustees of the Heritage Conservancy and Episcopal Community Services, Delaware Canal 21, Fisherman’s Mark and The Franklin Institute. Mr. Henriques received his MBA from the Wharton School of the University of Pennsylvania and a BA from the University of Pennsylvania. We believe that Mr. Henriques is qualified to serve as a member of our board of directors because of his extensive corporate leadership experience and expertise in finance and investment management.
Directors Continuing in Office
Directors Continuing in Office The following table identifies our directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 4, 2024.
Directors Continuing in Office
| Name | Positions and Offices Held with Cabaletta | Director Since | Class and Year in Which Term Will Expire | Age | | Steven Nichtberger, M.D. | Chief Executive Officer, President, Chairman of the Board of Directors and Director | 2017 | Class III—2025 | 62 | | Mark Simon, MBA | Director | 2018 | Class III—2025 | 62 | | Scott Brun, M.D. | Director | 2021 | Class I—2026 | 56 | | Shawn Tomasello, MBA | Director | 2023 | Class I—2026 | 65 |
Class I Director (Term Expires at 2026 Annual Meeting)
Class I Director (Term Expires at 2026 Annual Meeting) Scott Brun, M.D. Dr. Brun joined our board of directors in June 2021. Dr. Brun is currently President at Gold Mast Consulting, LLC, an advisory firm he founded in 2019 to provide technical advice and strategic guidance related to biopharmaceutical research and development, pipeline portfolio management, commercialization of new therapeutics and strategic communications related to R&D activities. Dr. Brun serves as a Venture Partner at Abingworth LLP and a Senior Medical Advisor to Launch Therapeutics. Prior to his current roles, Dr. Brun had two decades of experience in various leadership roles at AbbVie, Inc., including 15 years at the predecessor company, Abbott Laboratories. The majority of his career has been focused on leading teams and clinical development organizations across a broad variety of therapeutic areas including autoimmune, neurologic, and renal among others. He was most recently Corporate Vice President of Scientific Affairs and Head of AbbVie Ventures, a corporate venture fund responsible for investment opportunities within AbbVie’s R&D therapeutic areas as well as technology platforms of interest from 2016 to 2019. Previously, Dr. Brun served as Corporate Vice President and Head of Pharmaceutical Development at AbbVie from 2013 to 2016. During his tenure at AbbVie, Dr. Brun oversaw a global organization with responsibilities for AbbVie’s entire portfolio of early and late-stage clinical pre-registration pipeline compounds as well as marketed compounds within oncology, neurology, immunology, renal, infectious disease, and women’s and men’s health therapeutic areas. Prior to joining AbbVie, Dr. Brun spent over 15 years at Abbott Laboratories, where he held positions of increasing leadership responsibility in drug development within the R&D organization. Dr. Brun is a member of the boards of directors of Axial Biotherapeutics, Inc. and Trishula Therapeutics, Inc., both private, clinical-stage biopharmaceutical companies, Jasper Therapeutics, Inc. (Nasdaq: JSPR) a biotechnology company focused on targeting mast cells and stem cells to treat chronic diseases and Forte Biosciences, Inc. (Nasdaq: FBRX) a preclinical-stage company focused on autoimmune diseases. Previously, Dr. Brun served as a Senior Advisor to the business development team at Horizon Therapeutics plc (Nasdaq: HZNP) from 2020 to 2023. Dr. Brun received his B.S. in Biochemistry from the University of Illinois at Urbana-Champaign and earned his M.D. from the Johns Hopkins University School of Medicine. He completed his residency in ophthalmology at the Massachusetts Eye and Ear Infirmary, Harvard Medical School. We believe Dr. Brun is qualified to serve as a member of our board of directors because of his scientific background and significant experience in clinical and research efforts. Shawn Tomasello, MBA. Ms. Tomasello joined our Board of Directors in July 2023. Most recently, Ms. Tomasello served as the Chief Commercial Officer of Kite Pharma, where she oversaw the global commercialization of Yescarta, from 2015 to 2018 including through its acquisition by Gilead for $11.9 billion in October 2017. She was previously Chief Commercial Officer at Pharmacyclics, where she led commercial and medical affairs activities for Imbruvica®, a first-in-class treatment for hematologic malignancies, from August 2014 until its acquisition by AbbVie for $21.0 billion in August 2015. Prior to Pharmacyclics, Ms. Tomasello served in leading commercial roles with multiple major pharmaceutical companies, including Celgene as President of the Americas Hematology and Oncology, where she led the company through five successful product launches encompassing 11 indications and played a critical role in acquisitions. At Genentech for 14 years prior, Ms. Tomasello was the National Director of Hematology for Rituxan. She currently serves on the board of directors of AlloVir, Inc. (Nasdaq: ALVR) since March 2022, Gamida Cell Ltd. (Nasdaq: GMDA) since June 2019 and 4D Molecular Therapeutics Inc. (Nasdaq: FDMT) since November 2020. She previously served as a board member of TCR2 Therapeutics Inc. (Nasdaq: TCRR) until June 2023, Urogen Pharma Ltd (Nasdaq: URGN) until 2022, Mesoblast, Ltd. (Nasdaq: MESO) until August 2022, Clementia Pharmaceuticals, Diplomat Pharmacy, Inc. until 2020, Abeona Therapeutics (Nasdaq: ABEO) until 2020 and Principia Biopharma until 2020, as well as several private boards. On such boards, she at various times has served and serves on the Compensation, Nominating and Corporate Governance, Compliance, and Transaction committees. Ms. Tomasello received her B.S. in Marketing from the University of Cincinnati and her M.B.A. from Murray State University in Kentucky. We believe Ms. Tomasello is qualified to serve as a member of our Board of Directors because of her experience serving in various commercial roles in the life sciences industry.
Class III Directors (Term Expires at 2025 Annual Meeting)
Class III Directors (Term Expires at 2025 Annual Meeting) Steven Nichtberger, M.D. Dr. Nichtberger has served as our Chief Executive Officer, President and Chairman of our board of directors since our founding in 2017. He is also a senior fellow and adjunct professor at The Wharton School of the University of Pennsylvania and a member of the board of directors of the BioAdvance Greenhouse Fund. Previously, Dr. Nichtberger served as president, chief executive officer, and a member of the board of directors of Tengion, Inc. from 2004 to 2011. In 2008, his leadership was recognized nationally with the National Ernst & Young Entrepreneur of the Year Award for emerging companies. Earlier in his career, Dr. Nichtberger served as the head of global marketing for Merck and in various commercial operating roles at the company from 1995 to 2003. He has previously served as a member of the boards of directors of the Alliance for Regenerative Medicine (as a founding member), Pennsylvania Bio (including as chairman), and Biotechnology Industry Organization. From 2008 to 2019, he was a member of the board of overseers for the School of Arts & Sciences at the University of Pennsylvania. Dr. Nichtberger received his M.D. from the State University of New York at Buffalo, his B.S. from The Wharton School at the University of Pennsylvania and his B.A. from the University of Pennsylvania. He completed internship, residency and fellowship in the Department of Medicine and the Division of Cardiology of the Mount Sinai Medical Center in New York. We believe Dr. Nichtberger is qualified to serve as a member and Chairman of our board of directors because of his scientific and medical background as well as his corporate leadership experience. Mark Simon, MBA. Mr. Simon joined our board of directors in October 2018. He is a Strategic Advisor to the Founder and CEO of Sun Pharmaceutical Industries Ltd., which is the largest pharmaceutical company in India and a board observer of Sun Pharma Advanced Research Company Ltd., both public companies in India, where Mr. Simon is focused on accelerating their innovation initiatives. He is also a consultant to Stifel Nicolaus & Company (NYSE: SF) and co-founder of Torreya Partners, LLC, a global investment banking firm serving companies in the life sciences industry that Stifel acquired in 2023. Prior to co-founding Torreya, Mr. Simon was a managing director and head of life sciences investment banking at Citigroup from 2002 to 2005 where he covered global pharmaceutical companies with a focus on large-capitalization players in the U.S., Europe and Japan. Prior to Citigroup, Mr. Simon served as a Managing Director at Robertson Stephens in San Francisco and New York where he was responsible for covering the biotechnology investment banking sector. During his tenure overseeing the group, he was involved in raising 45% of all biotechnology dollars raised in the U.S. from 1999-2001. Prior to joining the investment banking group, Mr. Simon was a senior biotechnology research analyst at Robertson Stephens, and was named a Wall Street All-Star Analyst for three years in a row. He began his career at Kidder Peabody as a biotechnology research associate in 1984 and participated in the IPO of Genzyme and the early financings of companies such as Amgen. Mr. Simon currently serves on the board of directors of Portage Biotech Inc. (Nasdaq: PRTG), a public biotechnology company. Mr. Simon also serves on the boards of directors of several disease advocacy and philanthropic foundations in the oncology, CNS/neuroscience and metabolic areas. He received his MBA from Harvard Business School and his B.A. from Columbia College. We believe that Mr. Simon is qualified to serve on our board of directors because of his extensive experience of over 35 years in the life sciences industry and biotechnology and specialty pharmaceutical transactions. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or in which any such director has a material interest adverse to us.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated. Dr. Nichtberger also serves as a member of our board of directors but does not receive any additional compensation for his service as a director.
2023 Summary Compensation Table
| | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Steven Nichtberger, M.D. | 2023 | 597,417 | — | 3,784,529 | 412,288 | 14,045 | 4,808,279 | | President and Chief Executive Officer | 2022 | 568,952 | — | 839,208 | 387,599 | 14,045 | 1,809,804 | | Gwendolyn K. Binder, Ph.D. | 2023 | 477,417 | — | 1,618,263 | 245,203 | — | 2,340,883 | | President, Science and Technology | 2022 | 461,572 | — | 353,351 | 231,416 | — | 1,046,339 | | David J. Chang, M.D., M.P.H. | 2023 | 476,910 | — | 1,379,202 | 244,940 | — | 2,101,052 | | Chief Medical Officer | 2022 | 457,381 | — | 298,140 | 219,359 | — | 974,880 |
2023 Summary Compensation Table
| (1) Amounts reflect the grant date fair value of option awards granted in 2023 and 2022 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our financial statements for the year ended December 31, 2023. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of applicable awards. |
2023 Summary Compensation Table
| (2) The amounts represent bonuses earned in 2023 and 2022 and paid in 2024 and 2023, respectively, pursuant to the Company’s cash incentive plan based on the factors described under “Non-Equity Incentive Plan Compensation” below. |
2023 Summary Compensation Table
| (3) Amount includes reimbursements for life insurance premiums. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
Outstanding Equity Awards at 2023 Fiscal Year End Table The following table presents information regarding all outstanding stock awards and stock options held by each of our named executive officers as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year End Table
| | Option awards | | | | Stock awards | | | Name | 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 ($) | | Steven Nichtberger, M.D. | 186,451 | — | 1.01 | 10/28/2028 | — | — | | | 229,677 | —(1) | 1.01 | 10/28/2028 | — | — | | | 99,714 | —(2) | 11.00 | 10/23/2029 | — | — | | | 281,250 | 18,750(3) | 14.94 | 2/28/2030 | — | — | | | 229,281 | 104,219(7) | 11.47 | 2/28/2031 | — | — | | | 166,250 | 213,750(8) | 3.21 | 1/17/2032 | — | — | | | — | 411,600(9) | 11.09 | 1/17/2033 | — | — | | Gwendolyn K. Binder, Ph.D. | 111,756 | —(4) | 1.01 | 10/28/2028 | — | — | | | 66,667 | —(5) | 9.54 | 8/21/2029 | — | — | | | 29,908 | —(2) | 11.00 | 10/23/2029 | — | — | | | 85,938 | 39,062(7) | 11.47 | 2/28/2031 | — | — | | | 70,000 | 90,000(8) | 3.21 | 1/17/2032 | — | — | | | — | 176,000(9) | 11.09 | 1/17/2033 | — | — | | David J. Chang, M.D., M.P.H. | 185,709 | —(6) | 6.30 | 6/23/2029 | — | — | | | 48,836 | —(2) | 11.00 | 10/23/2029 | — | — | | | 35,848 | 2,390(3) | 14.94 | 2/28/2030 | — | — | | | 78,031 | 35,469(7) | 11.47 | 2/28/2031 | — | — | | | 59,063 | 75,937(8) | 3.21 | 1/17/2032 | — | — | | | — | 150,000(9) | 11.09 | 1/17/2033 | — | — |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (1) These options vest over four years, with 25% vesting on October 11, 2019, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (2) These options vest over four years, with 25% vesting on October 24, 2020, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (3) These options vest over four years, with 25% vesting on March 1, 2021, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (4) These options vest over four years, with 25% vesting on October 11, 2019 and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (5) These options vest over four years, with 25% vesting on August 22, 2020, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (6) These options vest over four years, with 25% vesting on June 17, 2020, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (7) These options vest over four years, with 25% vesting on March 1, 2022, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (8) These options vest over four years, with 25% vesting on January 18, 2023, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (9) These options vest over four years, with 25% vesting on January 18, 2024, and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to a continued service relationship with us. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal year ended December 31, 2023. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2023. We reimburse members of our board of directors for reasonable travel expenses. Dr. Nichtberger, our Chief Executive Officer and President, did not receive any compensation for his service as a member and Chairman of our board of directors in 2023. Dr. Nichtberger’s compensation for service as an employee for fiscal years 2023 and 2022 is presented in “Executive Compensation—2023 Summary Compensation Table.”
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid In Cash ($) | Option Awards (1)(2) | All Other Compensation | Total ($) | | Catherine Bollard, MBChB, M.D. | 56,231 | 199,202 | — | 255,433 | | Scott Brun, M.D. | 56,632 | 199,202 | — | 255,834 | | Richard Henriques, MBA | 60,000 | 199,202 | — | 259,202 | | Mark Simon, MBA | 60,946 | 199,202 | — | 260,148 | | Shawn Tomasello, MBA | 23,427 | 486,513 | — | 509,940 |
DIRECTOR COMPENSATION
| (1) Amount shown reflects the grant date fair value of an option award granted during 2023. The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or FASB ASC Topic 718, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 9 to the financial statements in our 2023 Annual Report on Form 10-K regarding assumptions we made in determining the fair value of option awards. |
DIRECTOR COMPENSATION
| (2) As of December 31, 2023, the aggregate number of shares subject to option awards held by our non-employee directors were: Dr. Bollard: 112,428; Dr. Brun: 88,000; Mr. Henriques: 112,428; Mr. Simon: 112,428 and Ms. Tomasello 44,000. As of December 31, 2023, the aggregate number of unvested shares outstanding held by our non-employee directors were: Dr. Bollard: 22,000; Dr. Brun: 22,000; Mr. Henriques: 22,000; Mr. Simon: 22,000 and Ms. Tomasello 40,333. |
Amended and Restated Non-Employee Director Compensation Policy
Amended and Restated Non-Employee Director Compensation Policy In connection with our initial public offering, we adopted a formal director compensation policy, or the director compensation policy. We amended the director compensation policy in February 2020 and December 2021, and in July 2023, we amended the director compensation policy to incorporate cash retainers for service on our science and technology committee. Under our director compensation policy, 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 each committee receives a higher retainer for such service. These 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 for 2023 are as follows:
Amended and Restated Non-Employee Director Compensation Policy
| | Member Annual Retainer ($) | Chairperson Annual Retainer ($) | | Board of Directors | 40,000 | — | | Audit Committee | 7,500 | 15,000 | | Compensation Committee | 5,000 | 10,000 | | Nominating and Corporate Governance Committee | 4,000 | 8,000 | | Science and Technology Committee | 7,500 | 15,000 |
Amended and Restated Non-Employee Director Compensation Policy
In December 2023, we further amended the director compensation policy, with such amendment to be effective as of January 1, 2024. The fees payable to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member, effective January 1, 2024, are as follows:
Amended and Restated Non-Employee Director Compensation Policy
| | Member Annual Retainer ($) | Chairperson Annual Retainer ($) | | Board of Directors | 40,000 | — | | Audit Committee | 7,500 | 15,000 | | Compensation Committee | 5,500 | 11,000 | | Nominating and Corporate Governance Committee | 5,000 | 10,000 | | Science and Technology Committee | 7,500 | 15,000 |
Amended and Restated Non-Employee Director Compensation Policy
We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with attending our board of director and committee meetings. In addition, each new non-employee director elected to our board of directors will be granted an initial, one-time award of a stock option to purchase 44,000 shares, which shall vest in equal quarterly installments over a three-year period from the date of vesting commencement, subject to continued service as a director through each such vesting date. In addition, on the date of each annual meeting of stockholders of our company, each non-employee director will receive an annual stock option award of 22,000 shares, which shall vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting provided, however, that all vesting shall cease if the director resigns from the board of directors or otherwise ceases to serve as a director, unless the board of directors determines that the circumstances warrant continuation of vesting. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.