DEF 14A of Cogent Biosciences, Inc., Apr 23, 2024

DEF 14A of Cogent Biosciences, Inc.

Filed Apr 23, 2024 · FY20230001193125-24-107124

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at seven. At the Annual Meeting, the stockholders will vote to elect the two Class III director nominees named in this Proxy Statement to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Our Board has nominated for re-election to our Board Andrew Robbins and Peter Harwin, each of whom is a current Class III director who was most recently elected by stockholders at the 2021 Annual Meeting of Stockholders. Our director nominees have indicated that they are willing and able to serve as directors. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.

  2. Information Regarding Director Nominees and Continuing Directors

    Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class I directors, whose terms expire at the 2025 Annual Meeting of Stockholders; three Class II directors, whose terms expire at the 2026 Annual Meeting of Stockholders; and two Class III directors, who are up for election at this meeting for a term expiring at the 2027 Annual Meeting of Stockholders. Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below.

  3. Information Regarding Director Nominees and Continuing Directors

    | Name | Class | Age (as of April 23, 2024) | Position | | Andrew Robbins | Class III | 48 | Chief Executive Officer, President and Director | | Chris Cain, Ph.D.(2)(4) | Class II | 40 | Independent Director | | Karen Ferrante, M.D.(3)(4) | Class I | 66 | Independent Director | | Peter Harwin(3)(4) | Class III | 38 | Independent Director and Chairman | | Arlene M. Morris(1)(2) | Class II | 72 | Independent Director | | Matthew E. Ros(1)(3) | Class I | 57 | Independent Director | | Todd Shegog(1)(2) | Class II | 59 | Independent Director |

  4. Information Regarding Director Nominees and Continuing Directors

    | (1) Member of the Audit Committee |

  5. Information Regarding Director Nominees and Continuing Directors

    | (2) Member of the Compensation Committee |

  6. Information Regarding Director Nominees and Continuing Directors

    | (3) Member of the Nominating Committee |

  7. Information Regarding Director Nominees and Continuing Directors

    | (4) Member of the Science & Technology Committee (the “Science Committee”) |

  8. Class I Directors Continuing in Office

    Class I Directors Continuing in Office Karen Ferrante, M.D. Dr. Ferrante has served as a member of our Board since February 2018. Dr. Ferrante is a medical oncologist who served as the Chief Medical Officer and Head of Research and Development of Tokai Pharmaceuticals, Inc. (now known as Eledon Pharmaceuticals, Inc.), a biopharmaceutical company focused on developing treatments for prostate cancer and other hormonally driven diseases, from April 2014 until August 2016. From 2007 to July 2013, Dr. Ferrante held senior positions at Millennium Pharmaceuticals, Inc. and its parent company, Takeda Pharmaceutical Company Limited (NYSE: TAK), including Chief Medical Officer and subsequently, Oncology Therapeutic Area Head and Cambridge USA Site Head from May 2013 to July 2013. Dr. Ferrante previously held positions of increasing responsibility at Pfizer Global Research and Development and Bristol-Myers Squibb Company (NYSE: BMY). Dr. Ferrante serves on the board of directors of MacroGenics, Inc. (Nasdaq: MGNX). Dr. Ferrante also served as a director of HUTCHMED (China) Limited (Nasdaq: HCM) from 2017 until 2023, Progenics Pharmaceuticals, Inc. from 2014 until its acquisition by Lantheus Holdings, Inc. (Nasdaq: LNTH) in 2020 and Baxalta Inc., a previously publicly-traded global biopharmaceutical company, from 2015 until its acquisition by Shire plc in 2016. She also served as an advisory board member for Kazia Therapeutics Limited (Nasdaq: KZIA) from 2016 until 2022 and Trillium Therapeutics Inc. (formerly, Nasdaq/TSX: TRIL) from 2020 until its acquisition by Pfizer in November 2021. Dr. Ferrante holds an M.D. from Georgetown University and a B.S. in Chemistry and Biology from Providence College. We believe Dr. Ferrante is qualified to serve on our Board because of her extensive leadership, scientific, business and managerial experience in the biotechnology industry and her experience and expertise serving as a member of the board of directors of several biotechnology companies. Matthew E. Ros. Mr. Ros has served as a member of our Board since July 2019. Mr. Ros has more than 30 years of experience in global pharmaceutical and early-stage biotechnology companies, building and leading teams across sales, marketing, franchise strategy and business operations. Most recently, Mr. Ros served as Chief Executive Officer and Director of Fore Biotherapeutics Inc., a clinical-stage precision oncology company from April 2022 to August 2023. Mr. Ros previously served as Chief Strategy and Business Officer of Epizyme, Inc., a biopharmaceutical company, from September 2018 to October 2021. He served as Chief Operating Officer of Epizyme from May 2016 to September 2018. Prior to joining Epizyme, from September 2010 to May 2016, Mr. Ros served in increasing levels of responsibility at Sanofi S.A. (Nasdaq: SNY), a multinational pharmaceutical company, most recently as Chief Operating Officer/Global Head of the Oncology business unit from December 2014 to May 2016. Prior to that role, Mr. Ros served in the rare disease business of Genzyme Corporation, a Sanofi company, where he served as Vice President and Franchise Head of its Pompe disease unit from September 2012 to December 2014, and also served as the Associate Vice President and Iniparib Global Brand Leader in Sanofi’s Oncology business unit from September 2010 to September 2012. From October 2007 to June 2010, Mr. Ros served at ARIAD Pharmaceuticals, Inc., a global oncology company, most recently as Senior Vice President, Commercial Operations. He started his pharmaceutical career in Bristol-Myers Squibb’s Oncology Division, serving in roles with increasing responsibility from 1990 to 2007. He received a B.S. from the State University of New York, College at Plattsburgh and completed the Executive Education Program in Finance and Accounting for the Non-Financial Manager at Wharton School of the University of Pennsylvania. We believe Mr. Ros is qualified to serve on our Board because of his extensive leadership, executive, managerial and business experience with life sciences companies.

  9. Class II Directors Continuing in Office

    Class II Directors Continuing in Office Chris Cain, Ph.D. Dr. Cain has served as a member of our Board since July 2020. Dr. Cain has served as Director of Research at Fairmount Funds Management LLC (“Fairmount”), a healthcare investment firm and one of the Company’s largest stockholders, since April 2020. From February 2019 to February 2020, Dr. Cain served as Vice President at Samsara BioCapital, a biotherapeutics-focused venture capital fund. Prior to that role, Dr. Cain worked at Apple Tree Partners, a life sciences-focused venture capital fund, from 2016 to January 2019, and at RA Capital Management, an investment management company, before that. Previously, Dr. Cain was a writer and editor at BioCentury Publications. Dr. Cain received his B.A. from the University of California, Santa Barbara and his Ph.D. in Biochemistry and Molecular Biology from the University of California, San Francisco. We believe Dr. Cain is qualified to serve on our Board because of his extensive leadership, scientific, business and managerial experience in the biotechnology industry. Arlene M. Morris. Ms. Morris has served as a member of our Board since July 2019. Ms. Morris has served as Chief Executive Officer of Willow Advisors, a consultancy advising biotech companies on financing, strategy and business development, since 2015. Previously, she spent over a decade leading public biotechnology companies. From 2012 to 2015, Ms. Morris served as Chief Executive Officer of Syndax Pharmaceuticals Inc. (Nasdaq: SNDX), a biopharmaceutical company focused on the development and commercialization of an epigenetic therapy for treatment-resistant cancers. Prior to this, she served as President and Chief Executive Officer of Affymax Inc. (OTCMKTS: AFFY), a biotechnology company, where she led the company through the development of peginesatide (Omontys®). She spent 15 years at Johnson & Johnson (NYSE: JNJ), a pharmaceutical company, in marketing, sales and senior level business development positions. Ms. Morris served on the board of directors of Viveve Medical, Inc. (OTCMKTS: VIVE) from 2016 to 2022, Dimension Therapeutics, Inc. (formerly, Nasdaq: DMTX) from 2015 to 2018 and Neovacs, SA (Euronext: ALNEV) from 2011 to 2020. She was also a director of Biodel Inc., a specialty pharmaceutical company, from 2015 until its merger with Albireo Limited in 2016. Ms. Morris is currently a member of the board of directors of Palatin Technologies, Inc. (NYSE: PTN), Viridian Therapeutics, Inc. (Nasdaq: VRDN), TC BioPharm (Holdings) PLC (Nasdaq: TCBP) and the Charleston Animal Society. Ms. Morris received her B.A. in Biology and Chemistry from Carlow College. We believe Ms. Morris is qualified to serve on our Board because of her extensive leadership, executive, managerial and board experience within pharmaceutical and biotechnology industries. Todd Shegog. Mr. Shegog has served as a member of our Board since February 2021. Mr. Shegog has more than 25 years of financial, operations, corporate strategy and compliance expertise in the biotechnology and pharmaceutical industries. He served as Senior Vice President and Chief Financial Officer of Forma Therapeutics, Inc., a clinical-stage biopharmaceutical company, from September 2019 through its acquisition by Novo Nordisk in October 2022. Prior to Forma Therapeutics, Mr. Shegog served as Chief Financial Officer of Synlogic, Inc. (Nasdaq: SYBX), a clinical-stage biopharmaceutical company, where he directed the company’s financial strategy and management as well as facilities and information systems from September 2016 to September 2019. From April 2014 to August 2016, Mr. Shegog served as Senior Vice President and Chief Financial Officer at Forum Pharmaceuticals, Inc., an early-stage biopharmaceutical company, where he was responsible for finance, operations and information systems during their pursuit of innovative therapies for schizophrenia and Alzheimer’s disease. He also served as the Chief Financial Officer of Millennium Pharmaceuticals, Inc., now Takeda Oncology, where he was responsible for management of the company’s financial resources, corporate planning, financial reporting and compliance from 1998 to 2014. Mr. Shegog earned a B.S. in Electrical Engineering from Lafayette College and an M.B.A. from the Tepper School of Management at Carnegie Mellon University. We believe Mr. Shegog is qualified to serve on our Board because of his financial expertise, extensive leadership, executive, managerial and business experience with life sciences companies.

  10. Class III Director Nominees

    Class III Director Nominees Andrew Robbins. Mr. Robbins has served as our Chief Executive Officer, President, principal executive officer and a member of our Board since October 2020. Prior to joining the Company, Mr. Robbins served as Chief Operating Officer at Array BioPharma Inc., a pharmaceutical company, from March 2015 through its acquisition by Pfizer Inc. (NYSE: PFE), a pharmaceutical company, in July 2019, where he was responsible for sales and marketing, corporate strategy, business development, manufacturing and supply chains, after serving as its Senior Vice President, Commercial Operations from July 2012 to March 2015. From January 2007 to July 2012, Mr. Robbins held management positions at Hospira, Inc., a pharmaceutical and medical device company, including General Manager and Vice President of the U.S. Alternate Site business unit and Vice President of Corporate Development. Prior to Hospira, Mr. Robbins held commercial and leadership positions within Pfizer’s oncology unit. Mr. Robbins previously served on the boards of directors of Turmeric Acquisition Corporation from 2020 to 2022 and Harpoon Therapeutics, Inc. from 2020 through its acquisition by Merck in March 2024. Mr. Robbins holds an M.B.A. from the Kellogg School of Management, Northwestern University and a bachelor’s degree from Swarthmore College. We believe Mr. Robbins is qualified to serve on our Board because of his extensive commercial, development and strategic leadership experience in the pharmaceutical industry. Peter Harwin. Mr. Harwin has served as a member of our Board since July 2020. Mr. Harwin is a managing member at Fairmount, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, Mr. Harwin served as a member of the investment team at Boxer Capital, LLC, part of the Tavistock Group, based in San Diego. Mr. Harwin also serves on the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN), Apogee Therapeutics, Inc. (Nasdaq: APGE), Spyre Therapeutics, Inc. (Nasdaq: SYRE), and Paragon Therapeutics, Inc. Mr. Harwin received his Bachelor of Business Administration from Emory University. We believe Mr. Harwin is qualified to serve on our Board because of his extensive leadership, executive, managerial and board experience within pharmaceutical and biotechnology industries. The Board recommends a vote “FOR ALL” of the Class III director nominees set forth above.

  11. Purpose of the Proposed Certificate Amendment

    | ** Includes our Amended and Restated 2018 Stock Option and Incentive Plan, as amended (the “2018 Plan”), 2018 Employee Stock Purchase Plan (the “ESPP”) and 2020 Inducement Plan (the “Inducement Plan”). |

  12. Board Composition

    | • | The candidate shall be well regarded in the community and shall have a long-term reputation for high ethical and moral standards. |

  13. Board Committees

    Audit Committee. The primary responsibilities of our Audit Committee are to oversee the accounting and financial reporting processes of the Company and its subsidiaries, including the audits of the Company’s financial statements, the integrity of the financial statements and the annual review of the performance, effectiveness and independence of the outside auditor. This includes reviewing the financial information provided to stockholders and others and the adequacy and effectiveness of the Company’s internal controls. The committee also makes recommendations to the Board as to whether financial statements should be included in the Company’s Annual Report on Form 10-K. Mr. Shegog qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, and all members of the Audit Committee are “financially literate” under Nasdaq listing rules. Compensation Committee. The primary responsibilities of our Compensation Committee are to periodically review and approve, or recommend to the Board for review and approval, where appropriate, the compensation and other benefits for our senior officers and directors. This includes reviewing and approving corporate goals and objectives relevant to the compensation of our senior officers, evaluating the performance of these officers in light of the goals and objectives, and setting the officers’ compensation based on those evaluations. The committee also administers and makes recommendations to the Board regarding equity incentive plans that are subject to the Board’s approval and approves the grant of equity awards under the plans. For compensation matters and equity grants to our CEO and Board members, the committee makes recommendations to the Board, and the Board is responsible for reviewing and approving all such matters. The Compensation Committee may delegate its authority to one or more subcommittees. The committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers. Even where the committee does not delegate authority, our executive officers will typically make recommendations to the committee regarding compensation to be paid to our employees and the size of equity awards under our equity incentive plans, but will not be present during voting or deliberations on their own compensation. The committee has the authority to engage outside advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The committee engaged Compensia, Inc. (“Compensia”) in 2023 to provide advice regarding the amount and form of executive and director compensation. The committee has determined that (1) the compensation consultant satisfies applicable independence criteria and (2) the compensation consultant’s work with the Company does not raise any conflicts of interest, in each case under applicable Nasdaq listing rules and the rules and regulations established by the SEC. Nominating Committee. The primary responsibilities of our Nominating Committee are to engage in succession planning for the Board, develop and recommend to the Board criteria for identifying and evaluating qualified director candidates, and make recommendations to the Board regarding candidates for election or reelection to the Board at each annual stockholders’ meeting. In addition, the committee is responsible for overseeing our corporate governance practices and making recommendations to the Board concerning corporate governance matters. The committee is also responsible for making recommendations to the Board concerning the structure, composition and functioning of the Board and its committees. Science Committee. The Science Committee assists our Board in overseeing that our research and development function is optimized to support our strategic goals, including to review and monitor the science, technology, process, procedures and infrastructure underlying our major discovery and development programs. The Science Committee makes recommendations to the Board regarding research and development strategies and opportunities.

  14. Director Compensation

    Director Compensation

  15. Outside Director Compensation Policy

    Outside Director Compensation Policy We adopted a policy for compensating our non-employee directors with a cash retainer for service on the Board 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. The Compensation Committee periodically reviews compensation paid to our non-employee directors, considering input from the Compensation Committee’s independent compensation consultant, and makes recommendations for adjustments, as appropriate, to the full Board. In January 2024, the Board approved changes to the outside director compensation program as reflected below in order to maintain compensation levels for our non-employee directors that are at the 50th percentile of our peer companies. The fees payable to non-employee directors for service on the Board and for service on each committee of the Board on which the director was or is a member in 2023 and 2024 are as follows:

  16. Outside Director Compensation Policy

    | | 2023 Annual Retainer | 2024 Annual Retainer | | Board of Directors: | | | | All non-employee directors | $40,000 | $45,000 | | Additional retainer for Non-Executive Chairman of the Board | $30,000 | $35,000 | | Audit Committee: | | | | Chairman | $15,000 | $20,000 | | Non-Chairman members | $7,500 | $10,000 |

  17. Outside Director Compensation Policy

    | | 2023 Annual Retainer | 2024 Annual Retainer | | Compensation Committee: | | | | Chairman | $13,500 | $15,000 | | Non-Chairman members | $6,750 | $7,500 | | Nominating Committee: | | | | Chairman | $10,000 | $10,000 | | Non-Chairman members | $5,000 | $5,000 | | Science Committee: | | | | Chairman | $13,500 | $15,000 | | Non-Chairman members | $6,750 | $7,500 |

  18. Outside Director Compensation Policy

    We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending any in-person Board and committee meetings. Pursuant to our director compensation policy, directors are given the opportunity to elect to receive all or a portion of their retainer and committee fees in the form of an equity award of: (a) unrestricted shares having a grant date fair value equal to the amount (or portion thereof) of such retainer and committee fees or (b) fully vested stock options to purchase common stock based on the Black-Scholes option-pricing model as of the date of grant. Any such election must be made: (i) for any continuing non-employee director, before the start of the calendar year with respect to any cash compensation for such calendar year and (ii) for any new non-employee director, within 30 days of her or his election to the Board. Any such stock options are fully vested upon grant and expire ten years from the date of grant. In addition, our director compensation policy provides that each new non-employee director elected to our Board receives an initial, one-time stock option grant to purchase 73,400 (increased to 89,400 beginning in 2024) shares of our common stock (the “Initial Award”), which vests in equal monthly installments over three years, subject to continued service as a member of the Board. In addition, each continuing non-employee director, other than a director receiving an Initial Award, receives, at the time of the Company’s annual meeting, an annual equity grant of options to purchase 36,700 (increased to 44,700 beginning in 2024) shares of our common stock, which vests in full upon the earlier of the first anniversary of the date of grant or the date of the Company’s next annual meeting of stockholders, subject to continued service as a member of the Board through such date. 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.

  19. Fiscal Year 2023 Director Compensation Table

    Fiscal Year 2023 Director Compensation Table The table below shows all compensation paid to or earned in 2023 by our non-employee directors. Executives who serve as directors do not receive any compensation for service as a director. The compensation received by Mr. Robbins for his service to us during 2023 as our Chief Executive Officer is presented in the 2023 Summary Compensation Table in “Executive Compensation” below.

  20. Fiscal Year 2023 Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($)(1) | Option Awards ($)(2)(3) | Total ($) | | Chris Cain, Ph.D.(4) | $56,875 | $284,487 | $341,362 | | Karen Ferrante, M.D. | $55,878 | $284,487 | $340,365 | | Peter Harwin(4) | $80,063 | $284,487 | $364,550 | | Arlene M. Morris | $61,000 | $284,487 | $345,487 | | Matthew E. Ros | $52,201 | $284,487 | $336,688 | | Todd Shegog | $61,313 | $284,487 | $345,800 |

  21. Fiscal Year 2023 Director Compensation Table

    | (1) Amounts represent fees earned in cash for services rendered by each member of the Board. Dr. Ferrante and Mr. Ros elected to receive their cash compensation in the form of fully vested options to purchase our common stock. |

  22. Fiscal Year 2023 Director Compensation Table

    | (2) Amounts shown reflect the grant date fair value of option awards 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 (“ASC Topic 718”), disregarding the effect of estimated forfeitures related to service-based vesting. See Note 7 to the financial statements in the Company’s Annual Report on Form 10-K regarding assumptions we made in determining the fair value of option awards. |

  23. Fiscal Year 2023 Director Compensation Table

    | (3) As of December 31, 2023, our non-employee directors held outstanding options to purchase the following number of shares of common stock: Dr. Cain – 134,565, Dr. Ferrante – 207,063, Mr. Harwin – 134,565, Ms. Morris – 138,148, Mr. Ros – 195,409 and Mr. Shegog – 127,400. |

  24. Fiscal Year 2023 Director Compensation Table

    | (4) All or a portion of such director’s fees is remitted directly to Fairmount and such director is obligated to turn over to Fairmount any net cash or stock received from the options pursuant to their arrangement with Fairmount. The director disclaims beneficial ownership of the options and underlying shares. |

  25. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our NEOs for 2023 and 2022.

  26. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Andrew Robbins Chief Executive Officer | 2023 | 656,098 | 393,659 | 4,962,615 | 1,873,200 | 13,200 | 7,898,772 | | | 2022 | 624,283 | 344,920 | 3,409,773 | — | 12,200 | 4,391,176 | | Jessica Sachs, M.D. Chief Medical Officer | 2023 | 507,150 | 253,575 | 1,512,416 | 713,600 | 13,200 | 2,999,941 | | | 2022 | 482,558 | 177,744 | 1,235,425 | — | 12,200 | 1,907,927 | | John Robinson, Ph.D. Chief Scientific Officer | 2023 | 491,130 | 245,565 | 1,512,416 | 713,600 | 13,200 | 2,975,911 | | | 2022 | 454,178 | 167,348 | 1,235,425 | — | 12,200 | 1,869,151 |

  27. 2023 Summary Compensation Table

    | (1) Amounts reflect the grant-date fair value of option awards granted in 2023 and 2022 in accordance with ASC Topic 718 disregarding the effect of any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 7 to the financial statements in the Company’s Annual Report on Form 10-K. These amounts do not correspond to the actual value that may be recognized by the executives upon exercise of the options. |

  28. 2023 Summary Compensation Table

    | (2) Amounts reflect the grant-date fair value of performance-based restricted stock units (“PSUs”) granted in 2023 in accordance with ASC Topic 718. For information regarding assumptions underlying the valuation of equity awards, see Note 7 to the financial statements in the Company’s Annual Report on Form 10-K and the narrative discussion below. These amounts do not correspond to the actual value that may be recognized by the executives upon vesting of the awards. The value of the PSU awards granted in 2023, assuming achievement of the maximum performance level of 200%, would have been: Mr. Robbins, $7,463,400; Dr. Sachs, $2,843,200; and Dr. Robinson, $2,843,200. |

  29. 2023 Summary Compensation Table

    | (3) Represents the value of 401(k) contributions made by the Company. |

  30. Outstanding Equity Awards at 2023 Fiscal Year End Table

    Outstanding Equity Awards at 2023 Fiscal Year End Table The following table sets forth information regarding outstanding equity awards at the end of 2023 for each of our NEOs.

  31. Outstanding Equity Awards at 2023 Fiscal Year End Table

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Andrew Robbins | 10/23/2020 | 1,472,979 | 387,626(1) | 11.16 | 10/22/2030 | — | — | | | 12/07/2020 | 342,520 | 114,173(1) | 12.76 | 12/06/2030 | — | — | | | 02/10/2021 | 223,267 | 91,933(2) | 10.17 | 02/09/2031 | — | — | | | 01/25/2022 | 330,625 | 359,375(2) | 7.60 | 01/24/2032 | — | — | | | 02/13/2023 | 109,375 | 415,625(2) | 13.63 | 02/12/2033 | | | | | 06/07/2023 | — | | | | 420,000(3) | 2,469,600(4) | | Jessica Sachs, M.D. | 05/07/2020 | 99,472 | — | 1.67 | 05/06/2030 | — | — | | | 02/01/2021 | 283,333 | 116,667(1) | 9.10 | 01/31/2031 | — | — | | | 02/10/2021 | 89,604 | 36,896(2) | 10.17 | 02/09/2031 | — | — | | | 01/25/2022 | 119,792 | 130,208(2) | 7.60 | 01/24/2032 | — | — | | | 02/13/2023 | 33,333 | 126,667(2) | 13.63 | 02/12/2033 | | | | | 06/07/2023 | — | | | | 160,000(3) | 940,800(4) | | John Robinson, Ph.D. | 03/31/2021 | 343,750 | 156,250(1) | 8.78 | 03/30/2031 | — | — | | | 01/25/2022 | 119,792 | 130,208(2) | 7.60 | 01/24/2032 | — | — | | | 02/13/2023 | 33,333 | 126,667(2) | 13.63 | 02/12/2033 | | | | | 06/07/2023 | — | | | | 160,000(3) | 940,800(4) |

  32. Outstanding Equity Awards at 2023 Fiscal Year End Table

    | (1) Stock options vest over four years, with 25% of the shares vesting on the first anniversary of the grant date, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to continuous service with us. |

  33. Outstanding Equity Awards at 2023 Fiscal Year End Table

    | (2) Stock options vest in equal monthly installments over a four-year period, subject to continuous service with us. |

  34. Outstanding Equity Awards at 2023 Fiscal Year End Table

    | (3) Represent the achievement of the target amount of each PSU award based on achievement of the specified stock price hurdles and/or research and development milestones over a three-year performance period ending February 2026. Any PSUs earned during the performance period will vest, if at all, in a single tranche in February 2026, subject to continuous service with us. |

  35. Outstanding Equity Awards at 2023 Fiscal Year End Table

    | (4) The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on Nasdaq on December 29, 2023, the last trading day of the year, which was $5.88 per share. |

  36. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.

  37. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”)(5) | Net Loss (in thousands)(6) | | 2023 | $7,898,772 | $(201,504) | $2,987,926 | $473,046 | $68.53 | $(192,410) | | 2022 | $4,391,176 | $9,821,916 | $1,888,539 | $3,210,146 | $134.73 | $(140,241) |

  38. Pay Versus Performance

    | (1) The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table. |

  39. Pay Versus Performance

    | (2) The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. In accordance with SEC rules, these amounts reflect the amounts reported in the “Total” column of the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  40. Pay Versus Performance

    | Compensation Actually Paid to PEO | 2023 | 2022 | | Summary Compensation Table Total | $7,898,772 | $4,391,176 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (6,835,815) | (3,409,773) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 2,261,014 | 4,332,121 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | 802,896 | 1,140,071 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (3,940,964) | 2,664,420 | | Plus (less), change in fair value from prior fiscal year end to vesting date of equity awards granted in prior years that vested in the year | (387,407) | 703,901 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | — | | Compensation Actually Paid to PEO | $(201,504) | $9,821,916 |

  41. Pay Versus Performance

    | (3) The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are Drs. Sachs and Robinson for both 2023 and 2022. |

  42. Pay Versus Performance

    | (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, these amounts reflect “Total” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |

  43. Pay Versus Performance

    | Average Compensation Actually Paid to Non-PEO NEOs | 2023 | 2022 | | Average Summary Compensation Table Total | $2,987,926 | $1,888,539 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (2,226,016) | (1,235,425) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 734,352 | 1,569,606 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | 244,689 | 413,073 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | (1,178,908) | 602,796 | | Plus (less), average change in fair value from prior fiscal year end to vesting date of equity awards granted in prior years that vested in the year | (88,997) | (28,443) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | — | | Average Compensation Actually Paid to Non-PEO NEOs | $473,046 | $3,210,146 |

  44. Pay Versus Performance

    | (5) 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 the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2021. |

  45. Pay Versus Performance

    | (6) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. |

  46. Pay Versus Performance

    Analysis of the Information Presented in the Pay versus Performance Table Our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR Compensation Actually Paid and Net Loss