DEF 14A of IRulya Therapeutics Inc.
Filed Apr 24, 2024 · FY20230001193125-24-110034
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION OF DIRECTORS Our board of directors currently consists of eight directors and is divided into three classes, with staggered three-year terms, pursuant to our Certificate of Incorporation and our Bylaws. There are three directors in Class II whose term of office expires in 2024, Dirk Thye, M.D., David A. Lamond, and Luca Benatti, Ph.D. who will stand for election at the Annual Meeting. At the recommendation of our nominating and corporate governance committee, our board of directors nominated each of Dr. Thye, Mr. Lamond, and Dr. Benatti for election at the Annual Meeting as a Class II director for a three-year term expiring at our 2027 Annual Meeting of Stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. All three of the nominees are current directors, and, if elected, will be continuing their roles on our board of directors. Dr. Thye and Dr. Benatti have not been previously elected by our stockholders. As described above, Dr. Benatti’s candidacy was recommended by EryDel pursuant to the Purchase Agreement. Shares represented by proxies will be voted “FOR” the election of each of the three nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.
Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting
Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting The nominees and their ages, occupations and lengths of service on our board of directors as of April 18, 2024 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting
| Name | Age | Position | Director Since | | Dirk Thye, M.D. | 54 | Chief Executive Officer, Chief Medical Officer and Director | May 2022 | | David A. Lamond (1)(2) | 49 | Director and Chairperson of the Board | December 2015 | | Luca Benatti, Ph.D. | 63 | Director | October 2023 |
Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting
| (1) Member of our compensation committee |
Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting
| (2) Member of our nominating and corporate governance committee |
Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting
Dirk Thye, M.D. has served as our Chief Executive Officer and member of our board of directors since May 2022 and Chief Medical Officer since January 2024. Prior to joining Quince Therapeutics, Inc., he served as the Chief Executive Officer of Novosteo Inc. from September 2021 to May 2022. Previously, Dr. Thye was the Executive Chairman of Geom Therapeutics, Inc. from January 2016 to July 2020 and the Chief Executive Officer of Agenovir Corporation from September 2016 to January 2018. Dr. Thye holds a M.D. from the University of California, Los Angeles and a B.A. in Molecular Biology from the University of California, Berkeley. We believe that Dr. Thye’s extensive experience in the biotechnology industry as an executive officer, as well as his education in biotechnology qualifies him to serve as a director. David A. Lamond has served on our board of directors since December 2015. Mr. Lamond has served as the president of En Pointe LLC, an investment firm, since 2016. He served as the President, Chief Executive Officer and Chief Investment Officer of Lamond Capital Partners LLC from 2011 to 2016. He also serves on the board of directors of Applied Molecular Transport, a biotechnology company, EG 427, a biotechnology company, Inquis Medical, a medical device company and Windfall Data, an analytics company. He previously served on the board of Arrinex, a medical device company until its acquisition by Stryker Corporation in February 2019. Mr. Lamond holds a B.A. in History from Duke University and a J.D. from Duke Law School. We believe that Mr. Lamond is qualified to serve as a director because his extensive experience with important ecosystem partners and his service on a number of boards provides an important perspective on operations, finance and corporate governance matters. Luca Benatti, Ph.D. has served on our board of directors since October 2023. Since February 2024, Dr. Benatti has served as Chief Executive Officer at Tes Pharma S.r.L, a biotechnology company. Dr. Benatti has also served as the Chief Executive Officer and a director of EryDel S.p.A., a private biotechnology company focused on rare diseases since June 2012. Prior to joining EryDel S.p.A, from 1998 till May 2012, Dr. Benatti was Chief Executive Officer of Newron Pharmaceuticals S.p.A., a publicly traded biopharmaceutical company that Dr. Benatti co-founded. From 1985 to 1998, Dr. Benatti held various research and development positions at Pharmacia & Upjohn and its predecessor companies. Dr. Benatti has authored several scientific publications and holds a number of patents. Dr. Benatti currently serves as a director of Newron Pharmaceuticals S.p.A., Metis Precision Medicine, and CasRevolution. Dr. Benatti also serves as chairman of Italian Angels for Biotech, a member of the Advisory Board of the Sofinnova Telethon Fund, as chairman of the Scientific Advisory Board of Gain Therapeutics, and a member of the Development Advisory Boards of Zambon S.p.A. Dr. Benatti graduated from and performed his post-doctoral training at the Milano Genetics Institute. We believe that Dr. Benatti’s extensive executive and professional experience in the biotechnology industry qualify him to serve as a director.
Continuing Directors
Continuing Directors The directors who are serving for terms that end following the Annual Meeting and their ages, occupations and lengths of service on our board of directors as of April 18, 2024 are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Continuing Directors
| Name | Age | Position | Director Since | | Class I Directors: | | | | | Margaret A. McLoughlin, Ph.D.(2)(3) | 60 | Director | December 2015 | | Una Ryan, OBE, Ph.D.(1)(3) | 81 | Director and Lead Independent Director | January 2019 | | Class III Directors: | | | | | June Bray(1) | 70 | Director | June 2022 | | Christopher J. Senner(1) | 56 | Director | March 2019 | | Rajiv Patni, M.D.(2) | 55 | Director | February 2024 |
Continuing Directors
| (1) Member of our audit committee |
Continuing Directors
| (2) Member of our compensation committee |
Continuing Directors
| (3) Member of our nominating and corporate governance committee |
Directors Continuing in Office Until the 2025 Annual Meeting
Directors Continuing in Office Until the 2025 Annual Meeting June Bray has served on our board of directors since June 2022. Ms. Bray has been a member of the board of directors of BioXcel Therapeutics, Inc. since March 2021 and Travecta Therapeutics from October 2021 to October 2022. Previously, she served as Senior Vice President, Global Regulatory Affairs and Medical Writing at Allergan, where she was responsible for regulatory strategies on development projects and lifecycle management in all therapeutic areas, including psychiatry and neurology. Ms. Bray also served as Vice President, Regulatory Affairs at Organon (now Merck), where she led regulatory activities for development and marketed products. Earlier in her career, Ms. Bray held numerous roles of increasing responsibility over a 25-year period at Berlex Laboratories, Inc. (now Bayer HealthCare Pharmaceuticals). She began her pharmaceutical career in sterile manufacturing at Hoechst-Roussel Pharmaceuticals (now Sanofi-Aventis). Ms. Bray holds a B.S. in Pharmacy from the University of Rhode Island and an MBA in Pharmaceutical Marketing from Fairleigh Dickinson University. We believe that Ms. Bray’s extensive experience in developing global regulatory strategies for product candidates qualifies her to serve as a director. Christopher J. Senner has served on our board of directors since March 2019. Mr. Senner has served as Executive Vice President and Chief Financial Officer for Exelixis, Inc. since 2015. Prior to joining Exelixis, Inc., Mr. Senner served as Vice President, Corporate Finance for Gilead Sciences, Inc., a biopharmaceutical company, from 2010 to 2015, where he was accountable for controllership, tax, treasury and corporate and operational financial planning. Mr. Senner previously spent 18 years at Wyeth, a pharmaceutical company acquired by Pfizer Inc. in 2009, in a variety of financial roles with increasing responsibility, most notably as Chief Financial Officer of Wyeth’s United States pharmaceuticals business and the BioPharma business unit. Mr. Senner holds an undergraduate degree in Finance from Bentley College. We believe that Mr. Senner’s extensive executive and professional experience in the biotechnology industry qualify him to serve as a director. Rajiv Patni, M.D., joined our board of directors in February 2024. Dr. Patni brings to the board nearly 25 years of global product development experience in a diverse set of therapeutic areas, including cardiology, diabetology, hepatology, neurology, and benign hematology. Most recently, he served as Chief Research and Development Officer at Reata Pharmaceuticals, a commercial-stage company recently acquired by Biogen. Previously, Dr. Patni also served as Chief Medical Officer at several successful public, small-cap, and commercial-stage biopharmaceutical companies – Global Blood Therapeutics, Portola Pharmaceuticals, and Adamas Pharmaceuticals. He joined these companies at an inflection point in their R&D growth trajectories and contributed to their acquisition by larger companies. Earlier in his career, Dr. Patni held roles of increasing responsibility at Pfizer, Roche, and Actelion. His proven track record in fostering successful team efforts at these companies contributed to the approval of 11 medicines from the U.S. Food and Drug Administration, European Medicines Agency, and other regulatory agencies. Recent approvals include medicines for several rare diseases, including pulmonary arterial hypertension, advanced Parkinson’s disease, sickle cell disease, and Friedrich’s ataxia. He received his M.D. from the Ichan School of Medicine at Mount Sinai in New York City as part of an accelerated B.S./M.D. program. He completed an internal medicine residency and adult cardiology fellowship at the Albert Einstein College of Medicine, also in New York City, where he continued as an attending physician-scientist before joining the biopharmaceutical industry. We believe that Dr. Patni’s professional experience from translational to registrational studies and regulatory agency negotiation in several rare diseases and extensive executive experience in the biotechnology industry qualify him to serve as a director.
Directors Continuing in Office Until the 2026 Annual Meeting
Directors Continuing in Office Until the 2026 Annual Meeting Margaret A. McLoughlin, Ph.D., has served on our board of directors since December 2015. From January 2014 to April 2019, Dr. McLoughlin served as an Executive Director in World Wide Business Development, at Pfizer Inc. focusing on venture investments, and from June 2018 to April 2019, she was a Partner in Pfizer Ventures, a venture capital arm of Pfizer Inc. focused on companies working in areas aligned with the future directions of Pfizer Inc. Dr. McLoughlin served as a director on the board of directors of 4D Molecular Therapeutics, System1 Biosciences and Adapsyn Biosciences. Dr. McLoughlin joined Pfizer Inc. in 2001 and prior to focusing on venture investments, had roles of increasing responsibility within Worldwide Business Development where she led transactions with multiple biotech companies, academic institutions and other large pharma companies. Prior to working at Pfizer Inc., Dr. McLoughlin served as a Director in Yale’s Office of Cooperative Research for two years. Dr. McLoughlin served in various positions at Mallinckrodt Medical from 1992 to 1999, holding positions in Discovery Research, followed by Technology Planning. Dr. McLoughlin holds a B.S. in Chemistry from the University of California, Irvine and a Ph.D. in Chemistry from the University of California, Santa Barbara. We believe that Dr. McLoughlin is qualified to serve as a director because of her extensive experience in the biotechnology industry and her service on a number of boards, which provides an important perspective on operations and corporate governance matters, as well as her education in biotechnology. Una Ryan, OBE, Ph.D., has served on our board of directors since January 2019. Dr. Ryan has served as a Managing Director at Golden Seeds LLC since 2012, a Partner at Astia Angel since 2012, and a Limited Partner at Breakout Ventures since 2016. She was Chairman of The Bay Area BioEconomy Initiative from 2012 to 2015. Dr. Ryan served as the President and Chief Executive Officer at Waltham Technologies, Inc. from 2008 to 2010. She served as the Chief Executive Officer, President and Chief Operating Officer of AVANT Immunotherapeutics Inc. from 1998 to 2008 (which then became known as Celldex, Inc). She also served as the President and Chief Executive Officer of Diagnostics for All, or DFA, from 2009 to 2012 and as Director of Health Sciences at Monsanto Corporation from 1989 to 1993. Dr. Ryan serves on the board of directors of the following private companies: RenovoRx and Elemental Machines. She also serves on the board of directors of the following non-profit entities: Cambridge in America, the University of Bristol Foundation and the San Francisco Art Institute. Dr. Ryan previously served as a director on the board of directors for AVANT Immunotherapeutics, Inc, AMRIGlobal, Inc, BayBio, MassBio, BIO, or Biotechnology Innovation Organization, New England Healthcare Institute, Board of Associates of the Whitehead Institute and Strategy & Policy Council of the MIT Center for Biomedical Innovation. Dr. Ryan holds a B.S. in Zoology, Microbiology, Chemistry from Bristol University and a Ph.D. in Cellular and Molecular Biology from Cambridge University. Dr. Ryan was awarded the Order of the British Empire for services to biotechnology. We believe that Dr. Ryan is qualified to serve as a director because of her extensive experience in the biotechnology industry and her service on a number of boards of companies, which provides an important perspective on operations and corporate governance matters. There are no family relationships among our directors and executive officers. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” NOMINEES FOR THE ELECTION OF THE THREE CLASS II DIRECTORS SET FORTH IN THIS PROPOSAL ONE.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth all of the compensation awarded to, earned by, or paid to each of the NEOs for their services rendered for the years ended December 31, 2023 and 2022.
SUMMARY COMPENSATION TABLE
| Name and Principal Position(s) | Year | Salary ($) | Option Awards ($)(1) | Restricted Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Dirk Thye, M.D. | 2023 | 550,000 | 474,000 | — | 302,500 | 4,000 | 1,330,500 | | Chief Executive Officer and Chief Medical Officer | 2022 | 316,955 | 4,483,313 | — | 164,209 | 4,000 | 4,968,477 | | Charles Ryan, Ph.D. | 2023 | 147,756 | 588,600 | — | 70,000 | 11,200 | 817,556 | | President | | | | | | | | | Brendan Hannah | 2023 | 425,000 | 240,000 | — | 178,500 | 4,000 | 847,500 | | Chief Business Officer, Chief Operating Officer and Chief Compliance Officer | 2022 | 244,920 | 800,925 | — | 103,081 | 4,000 | 1,152,926 | | Karen Smith, M.D., Ph.D.(4) | 2023 | 336,458 | 249,037 | 66,256 | — | 696,168 | 1,347,920 | | Former Chief Medical Officer | 2022 | 273,734 | 3,092,332 | — | 115,208 | 4,000 | 3,485,274 |
SUMMARY COMPENSATION TABLE
| (1) The amounts reported in this column reflect the aggregate grant date fair value for financial statement reporting purposes of stock options and stock awards granted in the indicated year as determined in accordance with FASB ASC Topic 718 (“ASC 718”). These amounts reflect our accounting expense for these stock options and stock awards and do not represent the actual economic value that may be realized by each named executive officer. There can be no assurance that these amounts will ever be realized. For information on the assumptions used in valuing these awards, refer to Note 9 to the historical financial statements included in our Annual Report on Form 10-K. As required by the SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For Dr. Smith, the values in these columns for 2023 also include the incremental fair value as of the modification date associated with the acceleration of her stock option awards and restricted stock awards upon her departure from the Company, discussed below. Such amounts reflect our calculation of the value of the modification of her equity awards in accordance with ASC 718, and do not necessarily correspond to the actual value that may ultimately be realized by her. |
SUMMARY COMPENSATION TABLE
| (2) Amounts shown in this column represent the annual performance bonus awards earned by our NEOs under our Executive Incentive Bonus Plan. Such bonuses are tied to achievement against clinical and regulatory goals and strategic objectives, with payouts determined after the close of the year and primarily based on our level of achievement against those corporate goals and compensation committee discretion. Payouts for 2023 occurred in the first quarter of 2024. For more information, please see the summary set forth below under the heading, “Executive Incentive Bonus Plan.” |
SUMMARY COMPENSATION TABLE
| (3) The table below shows the components of “All Other Compensation” for each of our NEOs. |
SUMMARY COMPENSATION TABLE
| Name | Year | Retirement Plan Contributions(A) | Severance Payments | COBRA Premiums | PTO Payout | All Other Compensation(B) | Total ($) | | Dirk Thye, M.D. | 2023 | 4,000 | — | — | — | — | 4,000 | | | 2022 | 4,000 | — | — | — | — | 4,000 | | Charles Ryan, Ph.D. | 2023 | 4,000 | — | — | — | 7,200 | 11,200 | | Brendan Hannah | 2023 | 4,000 | — | — | — | — | 4,000 | | | 2022 | 4,000 | — | — | — | — | 4,000 | | Karen Smith, M.D., Ph.D. | 2023 | 4,000 | 601,667 | 43,423 | 47,078 | — | 696,168 | | | 2022 | 4,000 | — | — | — | — | 4,000 |
SUMMARY COMPENSATION TABLE
| (A) Represents the Company matching contribution to the accounts of our NEOs in the Company’s 401(k) plan. |
SUMMARY COMPENSATION TABLE
| (B) Represents compensation for health insurance premiums of $1,800 per month. |
SUMMARY COMPENSATION TABLE
| (4) Dr. Smith departed from the Company as of September 1, 2023. For a description of her severance benefits, see the section titled “Employment Agreements and Separation Agreements with Our NEOs - Karen Smith, M.D., Ph.D.” |
OUTSTANDING EQUITY AWARDS
OUTSTANDING EQUITY AWARDS The following table provides information regarding outstanding equity awards held by each of our NEOs as of December 31, 2023.
OUTSTANDING EQUITY AWARDS
| | Option Awards | | | | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | | Dirk Thye, M.D. | 9/9/2021 | 9/9/2021 | — | — | — | — | — | 113,570 | 127,198(1)(3)(4) | | | 5/19/2022 | 3/23/2022 | 102,752 | 116,400 | — | 0.55 | 3/23/2032(2)(3) | — | — | | | 5/23/2022 | 5/23/2022 | 783,611 | 1,196,039 | — | 2.98 | 5/23/2032(2) | — | — | | | 2/1/2023 | 1/1/2023 | 137,499 | 462,501 | — | 0.94 | 2/1/2033(1) | — | — | | Charles Ryan, Ph.D. | 9/1/2023 | 9/1/2023 | — | 545,000 | — | 1.30 | 9/1/2033(2) | — | — | | Brendan Hannah | 11/1/2021 | 11/1/2021 | — | — | — | — | — | 62,193 | 69,656(1)(3)(4) | | | 5/19/2022 | 3/23/2022 | 45,281 | 58,219 | — | 0.55 | 3/23/2032(2)(3) | — | — | | | 5/23/2022 | 5/23/2022 | 139,988 | 213,668 | — | 2.98 | 5/23/2032(2) | — | — | | | 2/1/2023 | 1/1/2023 | 51,562 | 173,438 | — | 0.94 | 2/1/2033(1) | — | — | | | 10/24/2023 | 10/23/2023 | 3,124 | 71,876 | — | 0.99 | 10/24/2033(1) | — | — | | Karen Smith, M.D., Ph.D.(5) | — | — | — | — | — | — | — | — | — |
OUTSTANDING EQUITY AWARDS
| (1) The shares subject to the equity award vest over a four-year period, with 1/48th of the shares vesting and becoming exercisable one month after the vesting commencement date, and an additional 1/48th of the shares subject to such option vest and become exercisable each month thereafter, subject to the NEO providing continued service to us through each vesting date. |
OUTSTANDING EQUITY AWARDS
| (2) The shares subject to the equity award vest over a four-year period, with 25% vesting on one-year-anniversary from the vesting commencement date, and the balance vesting each month over the remaining three-year period, subject to the NEO providing continued service to us through each vesting date. |
OUTSTANDING EQUITY AWARDS
| (3) These equity awards were assumed in connection with the Company’s merger with Novosteo, Inc. on May 19, 2022. |
OUTSTANDING EQUITY AWARDS
| (4) The market value was based on the closing stock price, $1.12, on December 29, 2023. |
OUTSTANDING EQUITY AWARDS
| (5) Dr. Smith’s employment with the Company terminated in September 2023 and thus, she had no outstanding equity awards as of December 31, 2023. |
NARRATIVE TO SUMMARY COMPENSATION TABLE AND OUTSTANDING EQUITY AWARDS TABLE
NARRATIVE TO SUMMARY COMPENSATION TABLE AND OUTSTANDING EQUITY AWARDS TABLE Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based bonuses, and long-term incentive compensation. We also provide our executive officers with severance and change-in-control benefits, as well as other benefits available to all our employees, including retirement benefits under the Company’s 401(k) plan and participation in employee benefit plans.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We entered into a transition agreement with Dr. Smith, which is described in “—Employment Agreements and Separation Agreements with Our NEOs” above. We have entered into Severance Agreements or Executive Change in Control and Severance Agreements (“CiC Agreements”), with Dr. Thye, Dr. Ryan, and Mr. Hannah, which provide for certain payments and benefits in connection with certain terminations of employment with the Company, including terminations that occur in connection with a change in control (as defined in the CiC Agreements), subject to the named executive officer’s execution and non-revocation of a general release of claims in a form prescribed by the Company. The compensation committee believes that the severance protection benefits we offer are necessary to provide stability among our executive officers, serve to focus our executive officers on our business operations, and avoid distractions in connection with a potential change in control transaction or period of uncertainty. Under the CiC Agreements, if within the period beginning 3 months prior to, and ending 18 months following, a change in control of the Company (the “CiC Period”), the Company terminates a named executive officer’s employment without “cause” or a named executive officer resigns for “good reason” (each as defined in the CiC Agreements), the named executive officer will be eligible to receive the following: (i) 18 months of base salary to be paid within thirty (30) days following the Release Deadline (as defined in the CiC Agreements); (ii) an amount equal to 150% of the named executive officer’s target annual bonus opportunity for the year in which the termination occurs, pro-rated to the effective date of termination, to be paid in a single lump-sum within thirty (30) days following the Release Deadline; (iii) full vesting acceleration of any then-outstanding unvested equity awards that are subject to time-based vesting and vesting at 100% of target levels of any then-outstanding unvested equity awards that are subject to performance-based vesting, as of the later of the named executive officer’s termination of employment of the change in control; (iv) a cash payment equal to 18 months of COBRA premiums to be paid in a single lump-sum within thirty (30) days following the Release Deadline. In addition, the CiC Agreements provide that if the Company terminates a named executive officer’s employment without cause or a named executive officer resigns for “good reason” outside of the CiC Period, the named executive officer will be eligible to receive the following: (i) 12 months of base salary; (ii) an amount equal to 100% of the named executive officer’s target annual bonus opportunity for the year in which the termination occurs, pro-rated to the effective date of termination, to be paid in a single lump-sum within thirty (30) days following termination of employment; (iii) vesting acceleration of 50% of any then-outstanding unvested equity awards that are subject to time-based vesting and vesting at 50% of target levels of any then-outstanding unvested equity awards that are subject to performance-based vesting as of the named executive officer’s termination of employment; (iv) a cash payment equal to 12 months of COBRA premiums to be paid in a single lump-sum within thirty (30) days following the Release Deadline. The base salary severance will be paid to named executive officer at named executive officer’s Base Salary Rate (as defined in the CiC Agreements) in accordance with the Company’s normal payroll practices on the Company’s regularly scheduled payroll dates commencing with the first regularly scheduled payroll date that occurs at least 8 days following termination of employment, with the first payment being equal to the number of business days between named executive officer’s last day of employment and the date of the first payment multiplied by named executive officer’s daily Base Salary Rate. Pursuant to the CiC Agreements, in the event of a change in control, if our successor does not agree to assume, substitute or otherwise continue any then outstanding stock options, the vesting of the unvested stock options shall accelerate in full (or, with respect to performance-based options, at 100% of target level), effective immediately prior to and contingent upon a change of control, unless our named executive officer resigns without good reason or is terminated for cause. In addition, if any of the payments or benefits provided to a named executive officer constitutes a parachute payment under Section 280G of the Code, the payments or benefits may be reduced so that no portion of the payment is subject to the excise tax imposed under Section 4999 of the Code.
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.
PAY VERSUS PERFORMANCE
| Year (a) | Summary Compensation Table Total for Dirk Thye (b) (1) | Compensation Actually Paid to Dirk Thye (c) (2) | Summary Compensation Table Total for Christopher Lowe (b) (1) | Compensation Actually Paid to Christopher Lowe (c) (2) | Summary Compensation Table Total for Casey C. Lynch (b) (2) | Compensation Actually Paid to Casey C. Lynch (c) (2) | Average Summary Compensation Table Total for Non-PEO NEOs (d) (3) | Average Compensation Actually Paid to Non-PEO NEOs (e) (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (f) (5) | Net Income (Loss) (in millions) (h) (6) | | 2023 | $1,330,500 | $2,491,503 | — | — | — | — | $1,004,325 | $948,782 | $3.78 | $(31.38) | | 2022 | $4,968,477 | $1,790,159 | $3,400,870 | $(742,796) | $5,167,258 | $(1,870,802) | $2,746,696 | $230,797 | $2.29 | $(51.66) | | 2021 | — | — | — | — | $887,344 | $(2,845,137) | $990,776 | $(1,811,740) | $45.43 | $(89.95) |
PAY VERSUS PERFORMANCE
| (1) The dollar amounts reported in columns (b) are the amounts of total compensation reported for Dr. Thye (who served as our Chief Executive Officer during fiscal years 2022 and 2023), Mr. Lowe (who served as our Interim Chief Executive Officer during fiscal year 2022), and Ms. Lynch (who served as Chief Executive Officer during fiscal years 2022 and 2021) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation Tables—Summary Compensation Table.” Ms. Lynch served as our Chief Executive Officer from 2014 until her departure from the Company effective January 28, 2022, upon which the Company appointed Mr. Lowe to serve as Interim Chief Executive Officer of the Company. Mr. Lowe served as Interim Chief Executive Officer until the Company appointed Dr. Thye to serve as the Chief Executive Officer of the Company effective May 19, 2022. Dr. Thye continued to serve as the Chief Executive Officer in 2023. |
PAY VERSUS PERFORMANCE
| (2) The dollar amounts reported in columns (c) represent the amount of “compensation actually paid” to Dr. Thye, Mr. Lowe and Ms. Lynch, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to, in the case of 2023, Dr. Thye, in the case of 2022, Dr. Thye, Mr. Lowe and Ms. Lynch, and in the case of 2021, Ms. Lynch. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Thye, Mr. Lowe and Ms. Lynch’s respective total compensation to determine the compensation actually paid in the applicable year: |
PAY VERSUS PERFORMANCE
| | 2023 | 2022 | | | 2021 | | Adjustments to Determine Compensation Actually Paid for PEO and Former PEOs | Thye | Thye | Lowe | Lynch | Lynch | | Summary Compensation Table Total (a) | $1,330,500 | $4,968,477 | $3,400,870 | $5,167,258 | $887,344 | | Subtract: Adjustment for Grant Date Fair Value of Equity Awards Granted in Fiscal Year (b) | $(474,000) | $(4,483,313) | $(2,742,388) | $(4,355,604) | — | | Add: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $374,811 | $1,239,525 | — | — | — | | Add/Subtract: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $472,787 | — | — | — | $(7,494,039) | | Add: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $132,619 | $65,470 | $578,618 | $39,763 | — | | Add/Subtract: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $654,786 | — | $(306,149) | $(646) | $3,761,558 | | Subtract: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | $(1,673,748) | $(2,721,573) | — | | Add: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | — | — | — | | Compensation Actually Paid | $2,491,503 | $1,790,159 | $(742,796) | $(1,870,802) | $(2,845,137) |
PAY VERSUS PERFORMANCE
| (a) We have not reported any amounts in our Summary Compensation Table for a change in pension value and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. |
PAY VERSUS PERFORMANCE
| (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
PAY VERSUS PERFORMANCE
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding, in the case of 2023, Dr. Thye, in the case of 2022, Dr. Thye, Mr. Lowe and Ms. Lynch, and in the case of 2021, Ms. Lynch) in the “Total” column of |
PAY VERSUS PERFORMANCE
| the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: |
PAY VERSUS PERFORMANCE
2023: Charles Ryan, Ph.D., Brendan Hannah, and Karen Smith, M.D., Ph.D.; 2022: Caryn McDowell, Leslie Holsinger, Karen Smith, M.D., Ph.D., and Brendan Hannah; and 2021: Christopher Lowe, Caryn McDowell, Leslie Holsinger, and Michael Detke.
PAY VERSUS PERFORMANCE
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding, in the case of 2023, Dr. Thye, in the case of 2022, Dr. Thye, Mr. Lowe and Ms. Lynch, and in the case of 2021, Ms. Lynch), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. The following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid in the applicable year: |
PAY VERSUS PERFORMANCE
| Adjustments to Determine Average Compensation Actually Paid for non-PEO NEOs | 2023 | 2022 | 2021 | | Total Reported in Summary Compensation Table (a) | $1,004,325 | $2,746,696 | $990,776 | | Subtract: Adjustment for Grant Date Fair Value of Equity Awards Granted in Fiscal Year (b) | $(381,298) | $(2,227,332) | $(369,500) | | Add: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $228,538 | $291,917 | $69,390 | | Add/Subtract: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $36,406 | — | $(4,280,802) | | Add: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $42,390 | $147,462 | $82,269 | | Add/Subtract: Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $119,020 | $(117,791) | $1,696,127 | | Subtract: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $(100,599) | $(610,155) | — | | Add: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | — | | Compensation Actually Paid | $948,782 | $230,797 | $(1,811,740) |
PAY VERSUS PERFORMANCE
| (a) We have not reported any amounts in our Summary Compensation Table for a change in pension value and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. |
PAY VERSUS PERFORMANCE
| (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
PAY VERSUS PERFORMANCE
| (5) Cumulative total shareholder return (“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 share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
PAY VERSUS PERFORMANCE
| (6) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between Compensation Actually Paid to our PEO and other NEOs and the following measures: Cumulative TSR and Net Income (Loss), each as presented in the Pay Versus Performance table above. Compensation Actually Paid and Cumulative TSR The following graph sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Compensation Actually Paid and Net Income (Loss) The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s net income (loss) over the three most recently completed fiscal years. All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table The following table provides information concerning compensation awarded to, earned by and paid to each person who served as a non-employee member of our board of directors during the fiscal year ended December 31, 2023. Dr. Thye is not included in the table below, as he was employed in 2023 as our Chief Executive Officer and Chief Medical Officer, and received no compensation for his service as director. The compensation received by Dr. Thye is shown in “Executive Compensation—Summary Compensation Table” above.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Option Awards ($) (1)(2) | Total ($) | | David A. Lamond | 71,500 | 34,560 | 106,060 | | Margaret McLoughlin, Ph.D. | 47,500 | 34,560 | 82,060 | | Una Ryan, OBE, Ph.D. | 64,000 | 34,560 | 98,560 | | Christopher J. Senner | 53,000 | 34,560 | 87,560 | | June Bray | 45,500 | 34,560 | 80,060 | | Luca Benatti, Ph.D. | 7,435 | 45,360 | 52,795 | | Rajiv Patni, M.D. (3) | — | — | — | | Philip Low, Ph.D. (4) | 9,500 | — | 9,500 |
Director Compensation Table
| (1) The amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of stock options granted in 2023 as determined in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these stock options and do not represent the actual economic value that may be realized by each non-employee director. There can be no assurance that these amounts will ever be realized. For information on the assumptions used in valuing these awards, refer to Note 9 to the historical financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As required by the SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. |
Director Compensation Table
| (2) Our non-employee directors held the following number of outstanding stock options as of December 31, 2023: |
Director Compensation Table
| Name | Shares Subject to Outstanding Stock Options (#) | | David A. Lamond | 49,058 | | Margaret McLoughlin, Ph.D. | 140,969 | | Una Ryan, OBE, Ph.D. | 140,969 | | Christopher J. Senner | 140,969 | | June Bray | 18,000 | | Luca Benatti, Ph.D. | — | | Rajiv Patni, M.D. (3) | — | | Philip Low, Ph.D. (4) | — |
Director Compensation Table
| (3) Dr. Patni joined our board of directors in February 2024. |
Director Compensation Table
| (4) Dr. Low resigned from the board of directors in March 2023. |
Non-Employee Director Compensation Arrangements
Non-Employee Director Compensation Arrangements Pursuant to our outside director compensation policy adopted by our board of directors on June 7, 2022, we pay each non-employee director an annual cash retainer for service on the board of directors and an additional annual cash retainer for service on each committee on which the director is a member, which is paid quarterly in arrears. Our Lead Independent Director. Chairperson of the board of directors, and the chair of each committee will receive higher annual cash retainers for such service. 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 of which the director is a member are as follows:
Non-Employee Director Compensation Arrangements
| | Member Annual Cash Retainer | Lead/Chairperson Annual Cash (1) | | Board of Directors | $38,000 | $52,500 | | Audit Committee | $7,500 | $15,000 | | Compensation Committee | $5,500 | $11,000 | | Nominating and Corporate Governance Committee | $4,000 | $8,000 |
Non-Employee Director Compensation Arrangements
| (1) Such amounts are inclusive of, and not in addition to, the Member Annual Cash Retainer. |
Non-Employee Director Compensation Arrangements
Pursuant to our outside director compensation policy, each non-employee director who is appointed to our board of directors shall initially be granted a stock option to purchase 54,000 shares of our common stock. One-third of the shares subject to such initial stock option grant will vest on each of the first, second and third anniversaries of the date of grant, subject to the director’s continued service as a member of our board of directors through each vesting date. Further, at the close of business on the date of each annual meeting of stockholders, each continuing non-employee director will be granted a stock option to purchase the total shares of our common stock set forth below:
Non-Employee Director Compensation Arrangements
| • | If the non-employee director’s appointment to our board of directors occurred more than six (6) months prior to the annual meeting of our stockholders, the stock option will cover 27,000 shares of our common stock. |
Non-Employee Director Compensation Arrangements
| • | If the non-employee director’s appointment to our board of directors occurred between three (3) and six (6) months prior to the annual meeting of our stockholders, the stock option will cover 13,500 shares of our common stock. |
Non-Employee Director Compensation Arrangements
| • | If the non-employee director’s appointment to our board of directors occurred less than three (3) months prior to the annual meeting of our stockholders, the non-employee director will not receive a stock option on the date of the annual meeting of our stockholders. |
Non-Employee Director Compensation Arrangements
100% of the shares subject to any such annual stock option grant will vest in full on the one-year anniversary of the grant date, subject to the director’s continued service as a member of our board of directors through the vesting date. All stock options granted to non-employee directors will be made pursuant to our 2019 Plan and will vest in full immediately prior to, and contingent upon, the consummation of a change in control of our Company, subject to the director’s continued service as a member of our board of directors through the change in control. We also reimburse our directors for their reasonable out-of-pocket expenses in connection with attending meetings of our board of directors and committees. The non-employee director compensation 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.