DEF 14A of Kymera Therapeutics, Inc., Apr 24, 2024

DEF 14A of Kymera Therapeutics, Inc.

Filed Apr 24, 2024 · FY20230001193125-24-110064

Open on EDGAR

  1. Proposal One - Election of Directors

    Proposal One - Election of Directors The three class I director nominees receiving the highest number of votes, in person or by proxy, will be elected. You may vote “FOR” all nominees, “WITHHOLD” for all nominees, or you may vote “FOR” all nominees except for any nominee you “WITHHOLD” by specifying the name of the nominee on your proxy card. This proposal is not considered to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker “non-votes.” Withheld votes and broker non-votes will have no effect on the outcome of the election of the directors.

  2. PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS

    PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of eleven 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:

  3. PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS

    | • | the class I directors are Pamela Esposito, Ph.D., Gorjan Hrustanovic, Ph.D. and Victor Sandor, M.D.C.M., and their terms will expire at the Annual Meeting; |

  4. PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS

    | • | the class II directors are Jeffrey Albers, J.D., MBA, Felix J. Baker, Ph.D., Joanna Horobin, M.B., Ch.B. and Leigh Morgan, and their terms will expire at the annual meeting of shareholders to be held in 2025; and |

  5. PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS

    | • | the class III directors are Bruce Booth, D.Phil., Elena Ridloff, CFA, John Maraganore, Ph.D. and Nello Mainolfi, Ph.D., and their terms will expire at the annual meeting of shareholders to be held in 2026. |

  6. PROPOSAL NO. 1 - ELECTION OF CLASS I 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 shareholders 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 two-thirds (2/3) of the outstanding shares then entitled to vote at 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 Pamela Esposito, Ph.D., Gorjan Hrustanovic, Ph.D. and Victor Sandor, M.D.C.M., for election as the class I directors at the Annual Meeting. All of the nominees are currently directors, and each has indicated a willingness to continue to serve as a director, if elected. 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 shareholders 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.

  7. Board Diversity Matrix

    Board Diversity Matrix In accordance with Nasdaq’s Board Diversity Rules (Rule 5605(f) and Rule 5606), the following Board Diversity Matrix presents our board diversity statistics. The rule’s minimum diversity objective is two diverse directors, including one who self-identifies as female, and one who self-identifies as either an underrepresented minority or LGBTQ+. “Underrepresented Minority” means an individual who self-identifies as one or more of the following: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or Two or More Races or Ethnicities. “Two or More Races or Ethnicities” means a person who identifies with more than one of the following categories: White (not of Hispanic or Latinx origin), Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander. Our board currently includes three directors who self-identify as female, and one director who self-identifies as an underrepresented minority or as LGBTQ+.

  8. Board Diversity Matrix

    | As of March 31, 2024 | | | | | | Total Number of Directors | 11 | | | | | | Female | Male | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 7 | - | 1 | | Part II: Demographic Background | | | | | | African American or Black | - | - | - | - | | Alaskan Native or Native American | - | - | - | - | | Asian | - | - | - | - | | Hispanic or Latinx | - | - | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | | White | 3 | 7 | - | - | | Two or More Races or Ethnicities | - | - | - | - | | LGBTQ+ | 1 | | | | | Did Not Disclose Demographic Background | 1 | | | |

  9. Board Diversity Matrix

    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 he or she 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 Kymera Therapeutics and our board of directors. To see our Board Diversity Matrix as of April 27, 2023, please refer to our definitive proxy statement filed with the SEC on April 27, 2023.

  10. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2024.

  11. Nominees for Election as Class I Directors

    | Name | Positions and Offices Held with Kymera Therapeutics | Director Since | Age | | Pamela Esposito, Ph.D. | Director | 2020 | 50 | | Gorjan Hrustanovic, Ph.D. | Director | 2020 | 35 | | Victor Sandor, M.D.C.M. | Director | 2022 | 57 |

  12. Nominees for Election as Class I Directors

    Pamela Esposito, Ph.D. Dr. Esposito has served as a member of our board of directors since September 2020. She served as Chief Business Officer of Replimune Group, Inc. from November 2015 to March 2024, where she was a founding executive team member and the first U.S. employee of the company. During her tenure at Replimune, Dr. Esposito led strategy, business development, capital raising, investor relations and external communications. Currently, she is a consultant to Replimune. Previous to her position at Replimune, she was Chief Business Officer at Ra Pharmaceuticals, Inc. from 2013 to 2015. As a member of Ra Pharmaceuticals, Inc.’s senior management team, Dr. Esposito played a leadership role in strategy, helping Ra Pharmaceuticals, Inc. transform from a discovery platform to a clinical-stage company. Prior roles include strategy and business development positions at Angiochem Inc, BioVex Group, Inc. and Bioduro. Dr. Esposito serves as a member of the board of directors of a privately held company. Dr. Esposito earned a Ph.D. in Pharmacology from Tufts University School of Medicine in 2002 and a B.A. in Biochemistry/Molecular Biology from Dartmouth College. We believe Dr. Esposito is qualified to serve on our board of directors because of her extensive experience in the life sciences industry in operational roles for high-growth life science companies. Gorjan Hrustanovic, Ph.D. Dr. Hrustanovic has served as a member of our board of directors since March 2020. Dr. Hrustanovic is a Managing Director at BVF Partners L.P. where he focuses on biotechnology and therapeutic investments. Dr. Hrustanovic is a member of the board of directors of Olema Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, as well as Rain Therapeutics, Inc., a publicly traded biopharmaceutical company, and serves as a member of the board of directors of several privately held companies. Dr. Hrustanovic received his B.S. in molecular biology and economics/management science from the University of California, San Diego and a Ph.D. in Biomedical Sciences, Cancer Biology and Cell Signaling from the University of California, San Francisco. We believe Dr. Hrustanovic is qualified to serve as a member of our board of directors due to his experience in the life sciences industry as a venture capitalist and a director. Victor Sandor, M.D.C.M. Dr. Sandor has served as a member of our board of directors since November 2022. He was most recently Chief Medical Officer at Array Biopharma, Inc. from September 2014 until its acquisition in July 2019 by Pfizer Inc. Dr. Sandor is also a member of the board of directors of Prelude Therapeutics Incorporated, a publicly traded precision oncology company, ADCT Therapeutics SA, a publicly traded antibody drug conjugate company, and Merus N.V., a publicly traded oncology company. He also serves as a member on the board of directors of a privately held company. Prior to joining Array, Dr. Sandor was Senior Vice President for Global Clinical Development at Incyte Corporation. Dr. Sandor was also Vice President and Chief Medical Officer for Oncology at Biogen Idec and held positions of increasing responsibility in oncology product development at AstraZeneca. Dr. Sandor received his M.D.C.M. from McGill University and completed his fellowship in Medical Oncology at the National Institutes of Health. We believe Dr. Sandor is qualified to serve as a member of our board of directors due to his medical expertise and extensive industry experience.

  13. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of March 31, 2024.

  14. Directors Continuing in Office

    | Name | Position and Offices Held with Kymera Therapeutics | Director Since | Class and Year in Which Term Will Expire | Age | | Jeffrey Albers, J.D., MBA | Director | 2020 | Class II – 2025 | 52 | | Felix J. Baker, Ph.D. | Lead Independent Director | 2024 | Class II – 2025 | 55 | | Joanna Horobin, M.B., Ch.B. | Director | 2018 | Class II – 2025 | 69 | | Leigh Morgan | Director | 2022 | Class II – 2025 | 56 | | Bruce Booth, D.Phil. | Founder, Chair | 2015 | Class III – 2026 | 49 | | Nello Mainolfi, Ph.D. | Founder, President, Chief Executive Officer and Director | 2019 | Class III – 2026 | 45 | | Elena Ridloff, CFA | Director | 2021 | Class III – 2026 | 44 | | John Maraganore, Ph.D. | Director | 2022 | Class III – 2026 | 61 |

  15. Class II Directors (Term Expires at the 2025 Annual Meeting of Shareholders)

    Class II Directors (Term Expires at the 2025 Annual Meeting of Shareholders) Jeffrey Albers, J.D., MBA. Mr. Albers has served as a member of our board of directors since July 2020. Mr. Albers has more than 20 years of experience bringing important new medicines to patients with cancer and rare diseases in leadership roles in the biopharmaceutical industry. He is currently serving as the Chair of the board of directors of Blueprint Medicines Corp., or Blueprint, and served as Blueprint’s Executive Chair from April to December 2022 and Chief Executive Officer from July 2014 to August 2022, and as a member of the board of directors since July 2014. During that time, he led the research-stage company through an initial public offering and now to a fully integrated, global biotechnology company. Mr. Albers previously served as President of Algeta ASA from January 2012 to April 2014, where he oversaw the successful commercial launch of a targeted cancer therapy prior to its acquisition by Bayer. Prior to Algeta, he held senior commercial and corporate development positions at Genzyme (now a division of Sanofi) from July 2005 to November 2011, most recently as vice president of the U.S. hematology and oncology business unit. Earlier in his career from 2000 to 2005, Mr. Albers was a life sciences corporate attorney at Mintz Levin Cohn Ferris Glovsky & Popeo. He currently serves on the board of directors of Spyre Therapeutics., a publicly traded biotechnology company and serves as a member of the board of directors of several privately held companies. He currently serves as a Venture Partner at Atlas Venture and is on the Board of Advisors for Life Sciences Cares. He holds a B.S. from Indiana University and an MBA and J.D. from Georgetown University. We believe that Mr. Albers is qualified to serve on our board of directors due to his broad leadership experience in the life sciences industry. Felix J. Baker, Ph.D. has served as our Lead Independent Director and on our board of directors since March 2024. Dr. Baker is a Managing Member of Baker Brothers Investments which Dr. Baker founded, together with his brother Julian Baker, in 2000. Dr. Baker holds a B.S. and a Ph.D. in Immunology from Stanford University, where he also completed two years of medical school. He serves on the boards of Bicycle Therapeutics PLC, Kodiak Sciences, Inc., Kiniksa Pharmaceuticals, Ltd., and IGM Biosciences, Inc. We believe Dr. Baker is qualified to serve on our board of directors due to his extensive experience in the biotechnology industry and experience working with and serving on the boards of directors of numerous biotechnology and pharmaceutical companies. Joanna Horobin, M.B., Ch.B. Dr. Horobin has served as a member of our board of directors since May 2018. Dr. Horobin served as the Senior Vice President and Chief Medical Officer of Idera Pharmaceuticals, Inc., or Idera, a publicly traded clinical-stage biopharmaceutical company focused on the clinical development, and ultimately the commercialization, of drug candidates for both oncology and rare disease indications, from November 2015 until July 2019. Prior to joining Idera, Dr. Horobin served as the Chief Medical Officer of Verastem, Inc., a publicly traded biopharmaceutical company focused on developing and commercializing medicines to improve the survival and quality of life of cancer patients, from September 2012 to July 2015. Dr. Horobin currently serves as a member of the board of directors of Liquidia Corporation, a publicly traded biotechnology company, and from December 2020 until December 2023 served as a member of the board of Vyant Bio Inc., a publicly traded biotechnology company. She also serves as a member of the board of directors of a privately held company. Dr. Horobin received her medical degree from the University of Manchester, England. We believe Dr. Horobin is qualified to serve on our board of directors due to her extensive industry experience and knowledge in drug development and commercialization. Leigh Morgan Ms. Morgan has served as a member of our board of directors since July 2022. Leigh Morgan is a senior executive with experience scaling profitable, high performing organizations in domestic, global, and highly regulated market sectors. She currently is President and CEO of Imaginal Leadership Strategies LLC. She has served as an Executive in Residence from February 2018 to February 2019 and Chief Strategy & Operating Officer of Nia Tero Foundation from March 2019 to September 2023. Prior to Nia Tero, she served as Chief Operating Officer of the Bill & Melinda Gates Foundation from September 2014 to May 2017. She also serves as a member of the board of directors of a privately held company. She brings deep strategy, operations, human resource, M&A, and public-private partnership competencies to risk/governance oversight roles in the biopharmaceutical sector. As an executive in prominent global brands, she also brings deep insight into the evolving role of business in society including diversity, equity and inclusion (DE&I). She holds a master’s degree in organizational development from the American University and a B.A. from Duke University. We believe Ms. Morgan is qualified to serve on our board of directors due to her experience in human resources, governance and scaling high performing organizations. 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 in this proxy statement, 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 any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

  16. Class III Directors (Term Expires at the 2026 Annual Meeting of Shareholders)

    Class III Directors (Term Expires at the 2026 Annual Meeting of Shareholders) Bruce Booth, D.Phil. Dr. Booth has served as Chairman of our board of directors and has been a member of our board of directors since September 2015. Dr. Booth was our co-founder, President and Chief Executive Officer from September 2015 to August 2017. Dr. Booth joined Atlas Venture in 2005, and currently serves as a partner of Atlas Venture. Previously, from 2004 to 2005, Dr. Booth was a principal at Caxton Health Holdings L.L.C., a healthcare-focused investment firm, where he focused on the firm’s venture capital activities. He currently serves as chair of the board of directors of AVROBIO Inc. and Vigil Neuroscience, Inc. both publicly traded biotechnology companies. He also serves as either Chair or member of the board of directors of multiple privately held companies. Dr. Booth holds a D.Phil. in molecular immunology from Oxford University’s Nuffield Department of Medicine and a B.S. in biochemistry from Pennsylvania State University. Dr. Booth’s qualifications to sit on our board of directors include his extensive leadership, executive, managerial and business experience with life sciences companies, including experience in the formation, development, and business strategy of multiple start-up companies in the life sciences sector. Nello Mainolfi, Ph.D. Dr. Mainolfi has served as our co-founder, President, Chief Executive Officer and a member of our board of directors since November 2019. Previously, Dr. Mainolfi served as President and Chief Scientific Officer from June 2019 to November 2019, Chief Scientific Officer from January 2019 to June 2019, Chief Technology Officer from October 2017 to January 2019, and Vice President of Drug Discovery from May 2016 to September 2017. Prior to founding Kymera, Dr. Mainolfi was an entrepreneur in residence at Atlas Venture from January 2016 to June 2018 and has since transitioned to a role as an advisor. From January 2015 to April 2016, Dr. Mainolfi also held various roles at Raze Therapeutics, Inc., including as the Senior Director, Head of Drug Discovery from January 2016 to April 2016 and as Director, Head of Chemistry from January 2015 to January 2016. Prior to that, Dr. Mainolfi worked at the Novartis Institutes for Biomedical Research from October 2007 to January 2015, leading teams to identify multiple novel potential medicines that have entered clinical development across a series of disease areas. Dr. Mainolfi holds a Ph.D. from King’s College, University of London and a BSc from Queen Mary, University of London. We believe Dr. Mainolfi is qualified to serve as a member of our board of directors due to his significant history with the company, as well as his extensive experience in drug development and the life sciences industry. Elena Ridloff, CFA. Ms. Ridloff has served as a member of our board of directors since March 2021. Ms. Ridloff has served as the Chief Financial Officer of Sionna Therapeutics, Inc., a life sciences company, since September 2021. Ms. Ridloff previously served as the Executive Vice President and Chief Financial Officer of ACADIA Pharmaceuticals Inc., or ACADIA, a publicly traded pharmaceutical company. Ms. Ridloff joined ACADIA in April 2018 as Senior Vice President, Investor Relations, where she led investor and financial communications activities, and served as ACADIA’s Chief Financial Officer from October 2018 to September 2021. Before ACADIA, Ms. Ridloff held various roles at Alexion Pharmaceuticals, Inc., or Alexion, including Executive Director, Investor Relations from April 2014 to January 2016, and Vice President, Investor Relations from January 2016 to March 2018. Prior to joining Alexion, Ms. Ridloff served as the Chief Executive Officer and Managing Member of BIOVISIO, an independent consulting firm providing strategic, financial and investor relations counsel to the life sciences industry, from January 2012 to April 2014. Ms. Ridloff also spent over a decade as an institutional investor and from July 2005 to January 2012 served as Managing Director at Maverick Capital, a hedge fund, where she was responsible for investments in the biotechnology, pharmaceutical, medical device and life science sectors. Ms. Ridloff earned her B.A. in history and sociology of science from the University of Pennsylvania and is a Chartered Financial Analyst. Ms. Ridloff also serves as a member on the board of directors of Kronos Bio, Inc., a publicly traded biotechnology company. We believe Ms. Ridloff is qualified to serve on our board of directors due to her financial and accounting expertise and her experience in the finance and life sciences industries. John Maraganore, Ph.D. Dr. Maraganore has served as a member of our board of directors since January 2022. Dr. Maraganore is the principal of JMM Innovations, LLC, and currently serves as a Venture Partner at ARCH Venture Partners, a Venture Advisor at Atlas Venture, and a Senior Advisor at Blackstone Life Sciences. Previously, Dr. Maraganore served as the Chief Executive Officer and a member of the board of directors of Alnylam Pharmaceuticals, Inc. from December 2002 to December 2021, and as President of Alnylam from December 2002 to December 2007. Dr. Maraganore is a member of the board of directors of Beam Therapeutics Inc., ProKidney Corp., and Takeda Pharmaceuticals, all publicly traded biotechnology companies; and he is also a member on the Board of the Biotechnology Industry Organization, of which he was previously Chair, and as a member of the BIO Executive Committee. He also previously served on the board of directors of bluebird bio, Inc. from January 2012 to September 2017 and on the board of directors of Agios Pharmaceuticals, Inc from June 2010 to May 2023. Dr. Maraganore holds a B.A. in biological sciences from the University of Chicago and an M.S. and a Ph.D. in biochemistry and molecular biology from the University of Chicago. We believe that Dr. Maraganore’s experience as Chief Executive Officer of a public biotechnology company and as a board member of other public biotechnology companies qualify him to serve as a member of our board of directors.

  17. Compensation and Talent Committee

    | • | reviewing and recommending to the board of directors the compensation of our directors; |

  18. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our shareholders each year in the class of directors whose term expires at the relevant annual meeting. The board of directors delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate. Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by shareholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the board of directors’ approval to fill a vacancy or as director nominees for election to the board of directors by our shareholders each year in the class of directors whose term expires at the relevant annual meeting.

  19. COMPENSATION DISCUSSION AND ANALYSIS

    COMPENSATION DISCUSSION AND ANALYSIS Our Compensation and Talent Committee is responsible for reviewing and approving, or recommending for approval by the board of directors, the compensation of our named executive officers, including base salary, cash and equity incentive compensation levels, severance arrangements, change-in-control benefits and other forms of executive compensation. This committee is also responsible for evaluating our company’s performance against its goals and making related recommendations to our board of directors, assessing the performance of our named executive officers, and ensuring our compensation program is aligned with the objectives described below and competitive with those of other companies in our industry that compete with us for talent. Additionally, the Compensation and Talent Committee will engage on strategic, holistic talent topics beyond compensation including leadership development, succession planning and organizational engagement. This section discusses the principles underlying our Compensation and Talent Committee’s policies and decisions with respect to the compensation of our named executive officers. For 2023, our named executive officers were as follows:

  20. Fiscal Year 2023 Performance Highlights and Achievement of 2023 Corporate Goals

    Annually, we establish corporate goals, a subset of which are publicly announced, that are intended for the upcoming calendar year. Collectively the publicly disclosed goals, and those maintained internally, form the company’s overall corporate goals. The company often realizes achievements that were not specifically stated in the corporate goals, but which are nonetheless important accomplishments, and those are also considered in evaluating management’s performance. Our 2023 corporate goals were considered by our management and Compensation and Talent Committee in their respective assessment of the company’s performance for 2023. As described in more detail below in “Primary Elements of Executive Compensation” and “Annual Cash Incentive Compensation,” based on an evaluation of our performance in 2023 and input from our Compensation and Talent Committee, our board of directors established a bonus payout ratio of 120% of target due to achievement of our corporate goals for 2023 and in recognition of our additional successes beyond our stated corporate goals. Our goals were centered around four overall strategic objectives, each of which contained more specific tactical and operational goals. The four categories and associated highlights, in order of weighting, were:

  21. Executive Compensation Program Overview

    | What We Do | What We Don’t Do | | ✓ Maintain an industry-specific and size-appropriate peer group for benchmarking compensation ✓ Target compensation based on market norms ✓ Deliver executive compensation primarily through variable and at-risk pay ✓ Set challenging corporate goals and revisit those goals periodically based on year-to-date progress, to ensure they remain challenging ✓ Offer market-competitive benefits to executives that are consistent with the rest of our employees ✓ Consult with an independent compensation consultant on compensation levels and practices ✓ Maintain annual say-on-pay vote for shareholders to comment on executive compensation ✓ Use double trigger change-in-control protection for our executive officers with limited exceptions ✓ Thorough governance features including anti-pledging and anti-hedging policies ✓ Maintain an independent Compensation and Talent Committee ✓ Adopted a compensation recovery (or “clawback”) policy, which requires recovery from current and former executive officers of certain incentive-based compensation in the event of a required restatement of previously issued financial restatements | × No automatic or guaranteed annual salary increases, annual cash incentive payments or long-term equity incentive awards × No hedging, pledging, short selling or margin calls of equity × No backdating of equity incentive awards × No excessive perquisites to our executive officers × No supplemental executive retirement plans or special health and welfare benefits are provided to our executive officers × No tax gross-ups in executive agreements × No stock option repricing absent shareholder approval |

  22. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Our board of directors has adopted a senior executive cash incentive bonus plan, or the executive bonus plan, which is an annual bonus program intended to reward our named executive officers for meeting objective or subjective performance goals for a fiscal year. The executive bonus plan provides for cash payments based upon the attainment of performance targets established by the Compensation and Talent Committee, which may relate to financial and operational measures or objectives, as well as individual performance objectives. Each executive officer who is selected to participate in the executive bonus plan will have a target bonus opportunity set for each performance period. We believe this executive bonus plan provides incentive that motivates and rewards achievement of performance goals that directly correlates to enhancement of shareholder value, consistent with our total rewards philosophy. Subject to the rights contained in any agreement between the executive officer and the company, an executive officer must be employed by the company on the bonus payment date to be eligible to receive a bonus payment. Each of our named executive officers is eligible to participate in the executive bonus plan. In January 2024, our Chief Executive Officer recommended to our Compensation and Talent Committee that our company’s performance against our 2023 corporate goals be assessed based on achievements against these goals during the year, which goals and achievements are discussed above under “Fiscal Year 2023 Performance Highlights and Achievement of 2023 Corporate Goals.” In light of the company’s significant achievements in 2023, upon the recommendation of our Compensation and Talent Committee, our board of directors determined that we had successfully achieved our corporate goals for 2023 and delivered on key pre-clinical, clinical and regulatory milestones, and established a bonus payout ratio of 120% of target, as described above. Our Compensation and Talent Committee also evaluates the individual performance of our named executive officers, with the input of our Chief Executive Officer in the case of the evaluation of our other named executive officers and makes recommendations to our board of directors with regard to the evaluation of our Chief Executive Officer’s individual performance. Individual performance is considered for purposes of determining any positive or negative adjustments to an officer’s bonus for the applicable year. Consistent with this process, our Compensation and Talent Committee assessed the performance of Dr. Mainolfi in 2023 based on our relative achievement of our corporate goals as well as his leadership in driving the execution of our strategic plans. The Compensation and Talent Committee determined each of the other named executive officer’s performance in 2023 by considering each officer’s individual contributions to the completion of our corporate goals and the officer’s individual achievements in executing our strategy and respective functional objectives. Based on corporate and individual performance, our board of directors approved, upon the recommendation of the Compensation and Talent Committee, a bonus multiplier factor for the 2023 cash incentive payment for our Chief Executive Officer and each of our other named executive officers ranging from 100% - 120% based on corporate and individual performance.

  23. Annual Cash Incentive Compensation

    | Name | Target Award (% of 2023 Base Salary) | 2023 Target Award Opportunity ($) | 2023 Actual Cash Incentive Payment ($) | | Nello Mainolfi, Ph.D. | 55% | 352,000 | 422,400 | | Bruce Jacobs, CFA, MBA | 40% | 188,000 | 188,000 | | Jared Gollob, M.D. | 40% | 192,000 | 230,400 | | Ellen Chiniara, J.D. | 40% | 173,047(1) | 190,351(1) | | Jeremy Chadwick, Ph.D. | 40% | 117,830(1) | 117,830(1) |

  24. Annual Cash Incentive Compensation

    (1) Target bonus opportunity and actual incentive payments prorated based on start date

  25. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Equity compensation represents the largest at-risk component of our named executive officers’ compensation arrangements. We believe that it is appropriate to align the interests of our named executive officers with those of our shareholders to achieve and sustain long-term value creation and stock price appreciation. We use stock options, or an equity mix of stock options and restricted stock units to compensate our executive officers in the form of initial grants in connection with the commencement of employment and on an annual basis as they continue their employment. Initial equity awards are typically granted to our executive officers upon the commencement of their employment, and any annual equity awards granted to executive officers are typically granted effective in the first quarter of the year following the applicable performance period. Any stock options granted to our executive officers will have an exercise price equal to the closing price of our common stock as reported on the Nasdaq Global Market on the date of grant, will have time-based vesting over multiple years and will expire ten years after the date of grant. Restricted stock units will have time-based vesting over multiple years starting from the date of grant. Our Chief Executive Officer receives 100% stock options, and the remainder of our named executive officers receive a blend of stock options and restricted stock units, more heavily weighted towards options, to better align with shareholder interests. When determining equity incentive compensation for our named executive officers for 2023, our Compensation and Talent Committee, with assistance from Aon, considers a variety of factors in comparison to our named peers, including the following: annual long-term incentive target values, annual equity awards expressed as a percentage of total shares outstanding, total annual and cumulative dilution, the retentive value of outstanding awards and total equity ownership and the equity compensation practices of other companies in our industry that compete with us for talent. Given the dynamic biopharmaceutical market, the Compensation and Talent Committee does not overemphasize any one perspective. Rather, the committee takes a holistic perspective, further considering the factors enumerated above, the achievement of our company goals and how that impacts total shareholder return, as well as executive performance, when determining actual award levels for the named executive officers, which the committee generally targets between the 50th and 75th percentile of our peer group. Accordingly, our Compensation and Talent Committee and board of directors periodically review the equity incentive compensation of our named executive officers and from time to time may grant equity incentive awards to them in the form of stock options and RSUs. The initial stock option awards granted to executive officers upon commencement of their employment vest as to 25% of the shares underlying the award on the first anniversary of the grant date and as to an additional 1/48th of the shares underlying the award monthly thereafter, subject to the executive officer’s continued employment. Restricted stock units granted upon commencement of employment vest at a rate of 25% on the first anniversary of the grant date and an additional 25% annually thereafter. The annual stock option awards granted to executive officers vest in equal monthly installments over a three-year vesting period, subject to the executive officer’s continued employment. Annual restricted stock unit awards granted vest in equal annual installments over a three-year vesting period, starting on the first anniversary of the date of grant, subject to the executive officer’s continued employment. Upon a termination of employment, vesting for any equity awards granted to executive officers will cease and option exercise rights will generally cease three months thereafter. In specified termination and change-in-control circumstances, equity awards held by our named executive officers are subject to accelerated vesting. See “Employment, Severance and Change-in-Control Arrangements” below for further information. In March 2023, our Compensation and Talent Committee granted stock options to our Chief Executive Officer and a mix of stock options and restricted stock units to our named executive officers who were then employed with us in the amounts set forth in the table below, generally aligning competitive equity award grants between the 50th and 75th percentiles of our peer group, with variation based on individual and company performance, in recognition of achievements and performance during 2022 and for expected continued contributions over the equity vesting period.

  26. Long-Term Equity Incentive Awards

    | Name | Option Award (# Shares) | Restricted Stock Unit Award (# Shares) | | Nello Mainolfi, Ph.D. | 450,000 | – | | Bruce Jacobs, CFA, MBA | 142,500 | 23,750 | | Jared Gollob, M.D. | 112,500 | 18,750 |

  27. Long-Term Equity Incentive Awards

    Each of Ms. Chiniara and Dr. Chadwick were first hired in 2023 and thus received the initial equity grants described below in connection with their commencement of employment, rather than annual grants.

  28. Long-Term Equity Incentive Awards

    | Name | Option Award (# Shares) | Restricted Stock Unit Award (# Shares) | | Ellen Chiniara, J.D. | 225,000 | 37,500 | | Jeremy Chadwick, Ph.D. | 200,000 | 33,333 |

  29. Other Benefits

    Other Benefits Other compensation to our executives consists primarily of competitive and broad-based benefits we offer to all regular full-time employees. Named executive officers are eligible to participate in all our employee benefit plans, in each case on the same basis as other employees. We do not offer any defined benefit pension plans or nonqualified deferred compensation arrangements for our employees, including our named executive officers. We may offer cash retention awards to our employees, including our named executive officers, for long-term retention, and consider various factors, including the availability of, and demand for, particular knowledge, skills and expertise. 401(k) Plan. We participate in a retirement savings plan, or 401(k) plan, that is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code, or Code, and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. U.S. employees who are at least 21 years of age are generally eligible to participate in the 401(k) plan, subject to certain criteria. We have implemented a safe harbor match under our 401(k) plan of 100% of the first 3% and 50% of the next 2%, for a total match of 4% of the first 5%. Participants may make pre-tax and certain after-tax (Roth) salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Participant contributions are held in trust as required by law. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. We have the ability to make discretionary contributions under the plan but did not make any contributions in 2023. Health and Welfare Benefits. All of our named executive officers, are eligible to participate in all of our employee benefit plans, including our medical, dental and vision insurance, health savings and dependent care flexible spending accounts, group life, voluntary life and disability insurance, on the same basis as other employees. We also offer wellness incentives, commuting benefits, paid time-off benefits and holidays. Employee Stock Purchase Plan. Pursuant to our employee stock purchase plan, employees, including our named executive officers, have an opportunity to purchase our common stock at a discount on a tax-qualified basis through payroll deductions. The employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Code. The purpose of the employee stock purchase plan is to encourage our employees, including our named executive officers, to become our shareholders and better align their interests with those of our other shareholders. Perquisites. We do not provide perquisites or personal benefits to our named executive officers. Severance Benefits. We offer our executives severance benefits upon an involuntary or constructive termination based in part on market practice for similarly situated companies, as we believe such post-employment compensation protections are appropriate in light of similar benefits available to executive officers at companies in our peer group. We also offer our executives additional severance benefits in connection with change-in-control situations. We believe that reasonable and competitive change-in-control payments and benefits are an important part of an executive compensation program to attract and retain senior executives. We also believe such payments and benefits are in the best interests of our shareholders because they incentivize senior executives to continue to strive to achieve shareholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may lead to the departure or distraction of senior executives to the detriment of our company and our shareholders. A description of these arrangements is set forth under the subsection titled “Employment, Severance and Change-in-Control Arrangements” below, and information on the estimated payments and benefits that our named executive officers would have been eligible to receive as of December 31, 2023, is set forth in the subsection titled “Potential Payments Upon Termination or Change in Control” below.

  30. Role of Our Compensation and Talent Committee and Board of Directors

    Role of Our Compensation and Talent Committee and Board of Directors Our board of directors and Compensation and Talent Committee annually review compensation for our executive officers. In determining executive base salaries, annual cash incentive compensation and long-term equity incentive compensation, the Compensation and Talent Committee and our board of directors consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our shareholders, and a long-term commitment to our company. We target a general competitive position, considering market data as well as internal factors and market conditions to inform the magnitude and mix of compensation of base salary, annual cash incentive compensation and/or equity incentive grants. Our Compensation and Talent Committee is responsible for determining the compensation for all executive officers other than our Chief Executive Officer. Our board of directors, with the recommendation of the Compensation and Talent Committee, is responsible for determining the compensation of our Chief Executive Officer. Our Compensation and Talent Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executive officers other than the Chief Executive Officer. Based on those discussions and its discretion, taking into account the factors noted above, the Compensation and Talent Committee then sets the compensation for each executive officer other than the Chief Executive Officer and recommends the compensation for the Chief Executive Officer to our board of directors for approval. Our board of directors discusses the Compensation and Talent Committee’s recommendation and ultimately approves the compensation of our Chief Executive Officer.

  31. Role of the Compensation Consultant

    Role of the Compensation Consultant In fiscal year 2023, our Compensation and Talent Committee continued to retain the services of The Human Capital Solutions Practice of Aon plc (formerly Radford), or Aon, as its external compensation consultant through June 14, 2023. Starting June 15, 2023, our Compensation and Talent Committee agreed to make a transition to Alpine Rewards as its new external compensation consultant. Our board of directors and our Compensation and Talent Committee thereafter considered Alpine’s input on certain compensation matters as they deemed appropriate. Our Compensation and Talent Committee requires that its compensation consultants be independent of management and performs an annual assessment of the compensation consultants’ independence to determine whether the consultants are independent. Our Compensation and Talent Committee performed this assessment in 2023 and determined that Aon and Alpine are independent pursuant to the listing standards of the relevant Nasdaq and SEC rules and has concluded that the engagements of Aon and Alpine did not raise any conflict of interest.

  32. Defining and Comparing Compensation to Market Benchmarks

    Defining and Comparing Compensation to Market Benchmarks In evaluating the total compensation of our named executive officers, our Compensation and Talent Committee, using information provided by Aon in 2022 for fiscal year 2023 and Alpine thereafter, establishes a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of the following criteria:

  33. Defining and Comparing Compensation to Market Benchmarks

    | • | companies whose number of employees, development stage, therapeutic focus, market capitalization, and tenure as a public company are similar, though not necessarily identical to ours; |

  34. Defining and Comparing Compensation to Market Benchmarks

    | • | companies with similar executive positions to ours; |

  35. Defining and Comparing Compensation to Market Benchmarks

    | • | companies against which we believe we compete for executive and employee talent; and |

  36. Defining and Comparing Compensation to Market Benchmarks

    | • | public companies generally based in the United States whose compensation and financial data are available in proxy statements or through widely available compensation surveys. |

  37. Defining and Comparing Compensation to Market Benchmarks

    Based on these criteria, our 2023 peer group, as approved by our Compensation and Talent Committee was comprised of the following 17 companies:

  38. Defining and Comparing Compensation to Market Benchmarks

    | Allogene Therapeutics | Fate Therapeutics | Repare Therapeutics | | Arvinas | IGM Biosciences | Revolution Medicines | | Beam Therapeutics | Mirati Therapeutics | Springworks Therapeutics | | C4 Therapeutics | Morphic | Xencor | | Denali Therapeutics | Nurix Therapeutics | Zentalis Pharmaceuticals | | Editas Medicine | Relay Therapeutics | |

  39. Defining and Comparing Compensation to Market Benchmarks

    The Compensation and Talent Committee believes the compensation practices of our 2023 peer group provided us with appropriate compensation data for evaluating the compensation of our named executive officers. Any changes or removals for the 2023 peer group were driven by peer companies falling outside the desired criteria for market cap, headcount and/or stage of development. Notwithstanding any potential similarities we may have with our 2023 peer group, due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater equity compensation potential, as well as with prestigious academic and non-profit institutions. For purposes of compensation for fiscal year 2024, our Compensation and Talent Committee, with the advice of Alpine, examined our 2023 peer group. With reference to number of employees, development stage, therapeutic area, market capitalization and other key business metrics, as well as whether the companies in our 2023 peer group experienced reduced growth or change in market capitalization, our Compensation and Talent Committee approved the following 17 companies as our 2024 peer group:

  40. Defining and Comparing Compensation to Market Benchmarks

    | Allogene Therapeutics | Fate Therapeutics | Repare Therapeutics | | Arvinas | IGM Biosciences | Revolution Medicines | | Beam Therapeutics | Morphic | Springworks Therapeutics | | Celldex Therapeutics* | Nurix Therapeutics | Xencor | | Denali Therapeutics | RAPT Therapeutics* | Zentalis Pharmaceuticals | | Editas Medicine | Relay Therapeutics | |

  41. Defining and Comparing Compensation to Market Benchmarks

    | * New addition to our 2024 peer group |

  42. Compensation Policies and Practices

    Compensation Policies and Practices Anti-Hedging and Pledging Policy. Our insider trading policy expressly prohibits all of our employees, including our named executive officers, as well as our directors, from engaging in speculative transactions in our stock, including buying our securities on margin, borrowing against our securities held in a margin account, engaging in short sales of our securities, and buying or selling derivatives on our securities. Our insider trading policy generally prohibits all of our employees, including our named executive officers, as well as our directors, from pledging our securities as collateral for a loan. To date, no requests for any waivers of these policies have been made or approved. Compensation Recovery Policy. Our board of directors adopted a compensation recovery policy effective as of November 1, 2023. The compensation recovery policy generally provides, subject to certain exceptions, that if the company is required to prepare a restatement of its financial statements, the company will recover from its executive officers any incentive-based compensation that was erroneously awarded in excess of the amount that otherwise would have been awarded based on restated amounts in the restated financial statements. The recovery period is the three completed fiscal years immediately preceding the date that our board of directors concludes that the company is required to restate its financial statements. Incentive-based compensation includes any compensation that is granted, earned, or vested based on the attainment of a financial reporting measure of the company. The preceding description of our compensation recovery policy is qualified by the policy itself, which was filed as Exhibit 97# to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. No Tax Gross-ups. We do not provide for any tax gross-up payments in the employment agreements of our named executive officers. Accounting Considerations. We account for equity compensation paid to our employees under the rules of the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ACS Topic 718, which rules require us to estimate and record an expense over the service period of any such award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. To date, these accounting requirements have not impacted our executive compensation programs and practices. Tax Considerations for Deductibility of Executive Compensation. Section 162(m) of the Code, or Section 162(m), generally limits to $1 million the deduction that a public company could claim in any tax year with respect to compensation paid to anyone serving as the Chief Executive Officer, the Chief Financial Officer, and the top three other most highly compensated officers, and once an executive becomes a “covered employee” under Section 162(m), the individual will continue to be a “covered employee” as long as he or she remains employed by the company. In designing our executive compensation program and determining the compensation of our executive officers, including our named executive officers, our Compensation and Talent Committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, to maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term corporate goals, our Compensation and Talent Committee has not adopted a policy that all compensation must be deductible. Our Compensation and Talent Committee believes that our shareholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense. Taxation of “Parachute” Payments and Deferred Compensation. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. We have not agreed to provide any executive officer, including any named executive officers, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G, 4999 or 409A of the Code.

  43. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information regarding total compensation awarded to earned by and paid to each of our named executive officers (NEOs) for the years set forth below. Please note that in certain years these individuals were not NEOs and as such we are not including their compensation for those years.

  44. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Nello Mainolfi, Ph.D. Founder, President and Chief Executive Officer | 2023 | 640,000 | - | 8,594,942 | 422,400 | 13,200 | 9,670,542 | | | 2022 | 600,000 | - | 5,951,445 | 363,000 | 12,200 | 6,926,645 | | | 2021 | 570,582 | - | 10,621,667 | 369,525 | 11,600 | 11,573,374 | | Bruce Jacobs, CFA, MBA Chief Financial Officer | 2023 | 470,000 | 761,663 | 2,722,293 | 188,000 | 13,200 | 4,155,156 | | | 2022 | 441,738 | 512,449 | 1,732,564 | 194,365 | 12,200 | 2,893,316 | | | 2021 | 415,539 | - | 3,965,423 | 207,000 | 11,600 | 4,599,562 | | Jared Gollob, M.D. Chief Medical Officer | 2023 | 480,000 | 601,313 | 2,149,241 | 230,400 | 13,200 | 3,474,154 | | | 2022 | 460,006 | 485,478 | 1,641,729 | 165,602 | 12,200 | 2,765,015 | | | 2021 | 432,635 | - | 2,832,446 | 224,120 | 11,600 | 3,500,801 | | Ellen Chiniara, J.D.(4) Chief Legal Officer | 2023 | 433,327 | 931,500 | 3,394,615 | 190,351 | 13,200 | 4,962,993 | | Jeremy Chadwick, Ph.D.(5) Chief Operating Officer | 2023 | 295,385 | 987,990 | 3,588,789 | 117,830 | 11,055 | 5,001,049 |

  45. 2023 Summary Compensation Table

    (1) The amounts reflect the grant date fair value for time-based and performance-based restricted stock units awards granted during the applicable year. The grant date fair value was computed in accordance with FASB ASC 718, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 2 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions we made in determining the fair value of restricted stock units awards. (2) The amounts reflect the grant date fair value for time-based and performance-based stock option awards granted during the applicable year. The grant date fair value was computed in accordance with FASB ASC 718, disregarding the effect of estimated forfeitures related to service-based vesting. For performance-based stock options, the value reported reflects the value of the award at the grant date based upon the probable outcome of the performance conditions. The grant date fair value of such performance-based stock options assuming the maximum level of achievement of the applicable performance metrics is the same as the grant date fair value of the awards assuming probable achievement of the performance outcomes. See Note 2 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions we made in determining the fair value of option awards. (3) The amounts reflect the 401(k) employer matching contribution made on account of the respective years. (4) Ms. Chiniara was hired as our Chief Legal Officer on January 3, 2023. Her annualized base salary for 2023 was $435,000 and the amount reported represents the compensation she received during her partial year of service for fiscal year ended December 31, 2023. (5) Dr. Chadwick was hired as our Chief Operating Officer on May 22, 2023. His annualized base salary for 2023 was $480,000 and the amount reported represents the compensation he received during his partial year of service for fiscal year ended December 31, 2023.

  46. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table sets forth information concerning each grant of an award made to a named executive officer during the fiscal year ended December 31, 2023, under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received:

  47. Grants of Plan-Based Awards for Fiscal Year 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/share)(3) | Number of Securities Underlying Stock Awards (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($) | | | | | | Nello Mainolfi, Ph.D. | - | - | 352,000 | - | - | - | - | - | | | 3/1/2023 | - | - | - | 450,000 | 32.07 | - | 8,594,942 | | Bruce Jacobs CFA, MBA | - | - | 188,000 | - | - | - | - | - | | | 3/1/2023 | - | - | - | 142,500 | 32.07 | - | 2,722,293 | | | 3/1/2023 | - | - | - | - | - | 23,750 | 761,663 | | Jared Gollob, M.D. | - | - | 192,000 | - | - | - | - | - | | | 3/1/2023 | - | - | - | 112,500 | 32.07 | - | 2,149,241 | | | 3/1/2023 | - | - | - | - | - | 18,750 | 601,313 | | Ellen Chiniara, J.D. | - | - | 174,000 | - | - | - | - | - | | | 1/3/2023 | - | - | - | 225,000 | 24.84 | - | 3,394,615 | | | 1/3/2023 | - | - | - | - | - | 37,500 | 931,500 | | Jeremy Chadwick | - | - | 192,000 | - | - | - | - | - | | | 5/22/2023 | - | - | - | 200,000 | 29.64 | - | 3,588,789 | | | 5/22/2023 | - | - | - | - | - | 33,333 | 987,990 |

  48. Grants of Plan-Based Awards for Fiscal Year 2023

    (1) The amounts represent 100% of 2023 target award under our executive bonus plan. We do not establish thresholds or maximum bonus amounts under our executive bonus plan. (2) Consists of stock options granted under our 2020 Stock Option and Incentive Plan. The stock options are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End 2023” table below. (3) The exercise price of these stock options is equal to the closing price of our common stock as reported on the Nasdaq Global Market on the grant date. (4) Consists of restricted stock units granted under our 2020 Stock Option and Incentive Plan. The restricted stock units are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End 2023” table below. (5) The amounts reflect the aggregate grant date fair value of stock options and restricted stock units awarded in 2023, computed in accordance with the provisions of FASB ASC Topic 718 disregarding the effect of estimated forfeitures related to service-based vesting. These amounts reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by the named executive officer upon exercise of the stock options or any sale of any of the underlying shares of common stock. See Note 2 to our consolidated financial statements appearing at the end of our Annual Report on Form 10-K for the year ended December 31, 2023, regarding certain assumptions we made in determining the fair value of equity awards.

  49. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers at December 31, 2023. All equity awards granted prior to 2021 set forth in the table below were granted under our 2018 Stock Option and Grant Plan and all equity awards granted in 2023 set forth in the table below were granted under our 2020 Stock Option and Incentive Plan.

  50. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) (1) | | Nello Mainolfi, | 11/14/2019 | 11/14/2019 | 528,972 | — | 2.08 | 11/13/2029 | — | — | | Ph.D. | 11/14/2019 | 11/14/2019 | 18,725 | — | 2.08 | 11/13/2029 | — | — | | | 5/14/2020 | 5/14/2020 | 275,226 | 32,003(1) | 5.33 | 5/13/2030 | — | — | | | 5/14/2020 | 5/14/2020 | 76,493 | — | 5.33 | 5/13/2030 | — | — | | | 8/20/2020 | 8/20/2020 | 104,499 | 20,900(2) | 20.00 | 8/19/2030 | — | — | | | 3/1/2021 | 3/1/2021 | 343,750 | 31,250(3) | 48.46 | 2/28/2031 | — | — | | | 3/1/2022 | 3/1/2022 | 160,475 | 114,625(4) | 38.53 | 2/28/2032 | — | — | | | 3/1/2023 | 3/1/2023 | 112,500 | 337,500(5) | 32.07 | 2/28/2033 | — | — | | Bruce Jacobs, | 8/29/2019 | 7/1/2019 | 129,899 | — | 2.08 | 8/28/2029 | — | — | | CFA, MBA | 8/29/2019 | 7/1/2019 | 36,974 | — | 2.08 | 8/28/2029 | — | — | | | 5/14/2020 | 5/14/2020 | 64,594 | 7,510(1) | 5.33 | 5/13/2030 | — | — | | | 5/14/2020 | 5/14/2020 | 14,420 | — | 5.33 | 5/13/2030 | — | — | | | 8/20/2020 | 8/20/2020 | 27,420 | 5,484(2) | 20.00 | 8/19/2030 | — | — | | | 3/1/2021 | 3/1/2021 | 128,333 | 11,667(3) | 48.46 | 2/28/2031 | — | — | | | 3/1/2022 | 3/1/2022 | 46,666 | 33,334(4) | 38.53 | 2/28/2032 | — | — | | | 3/1/2022 | 3/1/2022 | — | — | — | 2/28/2032 | 8,867 | 225,754(6) | | | 3/1/2023 | 3/1/2023 | 35,625 | 106,875(5) | 32.07 | 2/28/2033 | — | — | | | 3/1/2023 | 3/1/2023 | — | — | — | 2/28/2033 | 23,750 | 477,375(7) | | Jared Gollob, | 11/1/2018 | 9/12/2018 | 29,799 | — | 1.31 | 10/31/2028 | — | — | | M.D. | 5/23/2019 | 2/7/2019 | 109,020 | — | 2.08 | 5/22/2029 | — | — | | | 5/14/2020 | 5/14/2020 | 74,705 | 8,685(1) | 5.33 | 5/13/2030 | — | — | | | 8/20/2020 | 8/20/2020 | 40,785 | 8,157(2) | 20.00 | 8/19/2030 | — | — | | | 3/1/2021 | 3/1/2021 | 91,666 | 8,334(3) | 48.46 | 2/28/2031 | — | — | | | 3/1/2022 | 3/1/2022 | 44,216 | 31,584(4) | 38.53 | 2/28/2032 | — | — | | | 3/1/2022 | 3/1/2022 | — | —(6) | — | 2/28/2032 | 8,400 | 213,864(6) | | | 3/1/2023 | 3/1/2023 | 28,125 | 84,375(5) | 38.53 | 2/28/2033 | — | — | | | 3/1/2023 | 3/1/2023 | — | —(7) | — | 2/28/2033 | 18,750 | 477,375(7) | | Ellen Chiniara, | 1/3/2023 | 1/3/2023 | — | 225,000(8) | 24.84 | 6/20/2031 | — | — | | J.D. | 1/3/2023 | 1/3/2023 | — | —(9) | — | 2/28/2032 | 37,500 | 954,750(9) | | Jeremy Chadwick, | 5/22/2023 | 5/22/2023 | — | 200,000(10) | 29.64 | 10/31/2028 | — | — | | Ph.D. | 5/22/2023 | 5/22/2023 | — | —(11) | — | 5/22/2029 | 33,333 | 848,658(11) |

  51. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) The shares underlying these options vest in 48 equal monthly installments through May 14, 2024. (2) The shares underlying these options vest in 48 equal monthly installments through August 20, 2024. (3) The shares underlying these options vest in 36 equal monthly installments through March 1, 2024. (4) The shares underlying these options vest in 36 equal monthly installments through March 1, 2025. (5) The shares underlying these options vest in 36 equal monthly installments through March 1, 2026. (6) The shares vest in three annual installments beginning on March 1, 2023 through March 1, 2025. (7) The shares vest in three annual installments beginning on March 1, 2024 through March 1, 2026. (8) The shares underlying these options vest as follows: 25% vest on January 3, 2024 with the remainder of the shares vesting in 36 equal monthly installments through January 3, 2027. (9) The shares vest in four annual installments beginning on January 3, 2024 through January 3, 2027. (10) The shares underlying these options vest as follows: 25% vest on May 22, 2024 with the remainder of the shares vesting in 36 equal monthly installments through May 22, 2027. (11) The shares vest in four annual installments beginning on May 22, 2024 through May 22, 2027.

  52. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table sets forth information concerning option exercises for each of our named executive officers during the fiscal year ended December 31, 2023:

  53. Option Exercises and Stock Vested in Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Nello Mainolfi, Ph.D. | 32,000 | 457,971 | - | - | | Bruce Jacobs CFA, MBA | 10,000 | 249,766 | 4,433 | 142,166 | | Jared Gollob, M.D. | - | - | 4,200 | 134,694 | | Ellen Chiniara, J.D. | - | - | - | - | | Jeremy Chadwick, Ph.D. | - | - | - | - |

  54. Option Exercises and Stock Vested in Fiscal Year 2023

    (1) The value realized when the stock options were exercised represents (i) the excess of the closing price of a share of our common stock as reported on the Nasdaq Global Market on the date of exercise over the per share exercise price of the stock option, multiplied by (ii) the number of option shares exercised. (2) The value realized upon vesting of restricted stock awards or restricted stock units is calculated by multiplying the number of restricted stock units vested by the closing price market price of a share of our common stock as reported on the Nasdaq Global Market on the vest date.

  55. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The amount of compensation and benefits payable to each named executive officer employed as of December 31, 2023 under our current employment agreements in various termination and/or change-in-control situations has been estimated in the table below, which assumes that such termination and/or change-in-control occurred on December 31, 2023 and that no non-competition provisions will be enforced following any such termination. The value of the equity vesting acceleration was calculated based on the assumption that the change-in-control and/or executive’s employment termination occurred on December 31, 2023. For purposes of the following table, we have used $25.46 per share, which was the closing price of our common stock as reported on the Nasdaq Global Market on December 29, 2023, the last trading day of the year 2023, to estimate the value of our common stock upon acceleration. The value of the option vesting acceleration was calculated by multiplying the number of unvested shares underlying stock options subject to vesting acceleration as of December 31, 2023 by the difference between the closing price of our common stock as reported on the Nasdaq Global Market on December 31, 2023 and the exercise price for such unvested stock options.

  56. Potential Payments Upon Termination or Change-in-Control

    | | Executive Benefits and Payment upon Termination | Termination by Company without Cause or Voluntary Resignation for Good Reason Not in Connection with a Change in Control ($) | Termination by Company without Cause or Voluntary Resignation for Good Reason in Connection with a Change in Control ($) | | Nello Mainolfi, Ph.D. | Cash severance payments | 640,000(1) | 1,488,000(2) | | | Healthcare continuation | 24,158(3) | 36,237(4) | | | Acceleration of equity award vesting | 157,079(5) | 731,979(6) | | | Total | 821,237 | 2,256,216 | | Bruce Jacobs, CFA, MBA | Cash severance payments | 352,500(7) | 658,000(8) | | | Healthcare continuation | 18,118(9) | 24,158(10) | | | Acceleration of equity award vesting | - | 988,765(6) | | | Total | 370,618 | 1,670,923 | | Jared Gollob, M.D. | Cash severance payments | 360,000(7) | 672,000(8) | | | Healthcare continuation | 18,118(9) | 24,158(10) | | | Acceleration of equity award vesting | - | 888,635(6) | | | Total | 378,118 | 1,584,793 | | Ellen Chiniara, J.D. | Cash severance payments | 326,250(7) | 609,000(8) | | | Healthcare continuation | 18,191(9) | 24,255(10) | | | Acceleration of equity award vesting | - | 963,000(6) | | | Total | 344,441 | 1,596,255 | | Jeremy Chadwick, Ph.D. | Cash severance payments | 360,000(7) | 672,000(8) | | | Healthcare continuation | 18,191(9) | 24,255(10) | | | Acceleration of equity award vesting | - | 831,992(6) | | | Total | 378,191 | 1,528,246 |

  57. Potential Payments Upon Termination or Change-in-Control

    (1) 12 months base salary. (2) 18 months base salary plus 2023 target annual cash incentive compensation. (3) Payment of the COBRA health insurance premiums until the earlier of (a) 12 months following the date of termination, or (b) the end of the COBRA health continuation period. (4) Payment of the COBRA health insurance premiums until the earlier of (a) 18 months following the date of termination, or (b) the end of the COBRA health continuation period. (5) Value attributable to acceleration of 25% of the then-unvested portion of any outstanding equity awards that were granted prior to the company’s initial public offing on August 20, 2020. (6) Value attributable to acceleration of 100% of outstanding equity awards. (7) 9 months base salary. (8) 12 months base salary plus 2023 target annual cash incentive compensation. (9) Payment of the COBRA health insurance premiums until the earlier of (a) nine months following the date of termination, or (b) the end of the COBRA health continuation period. (10) Payment of the COBRA health insurance premiums until the earlier of (a) 12 months following the date of termination, or (b) the end of the COBRA health continuation period.

  58. 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 during the 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 for their services as members of the board of directors. Amounts paid to Dr. Mainolfi, our Founder, President and Chief Executive Officer and a director are presented above in the “Summary Compensation Table.” Dr. Mainolfi did not receive any compensation for his services as a director for the fiscal year ended December 31, 2023.

  59. 2023 Director Compensation Table

    2023 Director Compensation Table

  60. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Bruce Booth, D.Phil.(2) | 75,000 | 191,464 | 266,464 | | Jeff Albers, MBA(3) | 50,000 | 191,464 | 241,464 | | Pamela Esposito, Ph.D.(4) | 52,500 | 191,464 | 243,964 | | Joanna Horobin, M.B., Ch.B.(5) | 52,500 | 191,464 | 243,964 | | Gorjan Hrustanovic Ph.D.(6) | 45,000 | 191,464 | 236,464 | | John Maraganore, Ph.D(7) | 45,000 | 191,464 | 236,464 | | Leigh Morgan(8) | 55,000 | 191,464 | 246,464 | | Elena Ridloff, CFA(9) | 55,000 | 191,464 | 246,464 | | Victor Sandor, MDCM(10) | 40,000 | 191,464 | 231,464 |

  61. 2023 Director Compensation Table

    (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to our non-employee directors during the fiscal year ended December 31, 2023, calculated in accordance with FASB, ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 2 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our non-employee directors upon the exercise of the stock options or any sale of the underlying shares of common stock. (2) As of December 31, 2023, Dr. Booth held stock options to purchase 84,190 shares of common stock, including options to purchase 12,000 shares of common stock granted in June 2023. (3) As of December 31, 2023, Mr. Albers held stock options to purchase 115,539 shares of common stock, including options to purchase 12,000 shares of common stock granted in June 2023. (4) As of December 31, 2023, Dr. Esposito held stock options to purchase 84,190 shares of common stock, including options to purchase 12,000 shares of common stock granted in June 2023. (5) As of December 31, 2023, Dr. Horobin held stock options to purchase 174,648 shares of common stock, including options to purchase 12,000 shares of common stock granted in June 2023. (6) As of December 31, 2023, Dr. Hrustanovic held stock options to purchase 84,190 shares of common stock, including options to purchase 12,000 shares of common stock granted in June 2023. (7) As of December 31, 2023, Dr. Maraganore held stock options to purchase 36,000 shares of common stock, including options to purchase 12,000 shares of common stock granted in June 2023. (8) As of December 31, 2023, Ms. Morgan held stock options to purchase 36,000 shares of common stock, including options to purchase 12,000 shares of common stock granted in June 2023. (9) As of December 31, 2023, Ms. Ridloff held stock options to purchase 64,378 shares of common stock including options to purchase 12,000 shares of common stock granted in June 2023. (10) As of December 31, 2023, Dr. Sandor held stock options to purchase 36,000 shares of common stock including options to purchase 12,000 shares of common stock granted in June 2023.

  62. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In connection with our initial public offering, we implemented a non-employee director compensation policy, which was most recently amended in March 2024, pursuant to which our non-employee directors are eligible to receive the following cash retainer:

  63. Non-Employee Director Compensation Policy

    | | Annual Retainer | | Board of Directors: | | | Members (other than chair and Lead Independent Director) | $40,000 | | Retainer for non-executive chair | $70,000 | | Retainer for Lead Independent Director | $60,000 | | Audit Committee: | | | Members (other than chair) | $10,000(1) | | Retainer for chair | $20,000(2) | | Compensation and Talent Committee: | | | Members (other than chair) | $7,500(3) | | Retainer for chair | $15,000(4) | | Nominating and Corporate Governance Committee: | | | Members (other than chair) | $5,000 | | Retainer for chair | $10,000 |

  64. Non-Employee Director Compensation Policy

    (1) Compensation rate prior to March 27, 2024 was $7,500. (2) Compensation rate prior to March 27, 2024 was $15,000. (3) Compensation rate prior to March 27, 2024 was $5,000. (4) Compensation rate prior to March 27, 2024 was $10,000. Our non-employee director compensation policy provides that, upon initial election to our board of directors, each non-employee director will be granted an option to purchase shares of our common stock, or the Initial Grant. The number of shares subject to the Initial Grant is periodically reviewed by the Compensation and Talent Committee, and on March 27, 2024, our non-employee director compensation policy was revised to increase the Initial Grant from 24,000 shares to 32,000 shares. The Initial Grant will vest in 36 equal monthly installments over three years from the grant date, subject to continued service as a director through the applicable vesting date. Furthermore, on the date of each annual meeting of shareholders, each non-employee director who continues as a non-employee director, other than a director who has received an Initial Grant in the same calendar year of the annual meeting of shareholders for a particular year, following such meeting will be granted an option to purchase shares of our common stock, or the Annual Grant. The number of shares subject to the Annual Grant is periodically reviewed by the Compensation and Talent Committee, and on March 27, 2024, our non-employee director compensation policy was revised to increase the Annual Grant from 12,000 shares to 16,000 shares. The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of shareholders, subject to continued service as a director through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of the company. The grant date fair value of all equity awards and all other cash compensation paid by us to any non-employee director in any calendar year for services as a non-employee director shall not exceed $750,000; provided, however, that such amount shall be $1,000,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to the board of directors. We will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the board of directors and committees thereof.

  65. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

  66. Pay Ratio

    Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. As permitted under applicable SEC rules, we selected our median employee as of October 15, 2022, and following our determination that, since October 15, 2022, there has been no material change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure for 2023 and require the calculation of a new median employee. Therefore, we selected the same median employee for 2023. In 2022, we identified the median employee by aggregating, for each employee: (1) annual base pay, (2) annual target cash incentive opportunity, and (3) the grant date fair value for equity awards granted in 2022. In identifying the median employee, we annualized the compensation values of individuals that joined our company during 2022. After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s annual target total direct compensation in accordance with the requirements of the Summary Compensation Table. Our median employee compensation in 2023 as calculated using Summary Compensation Table requirements was $516,701. Our Chief Executive Officer’s compensation in 2023 as reported in the Summary Compensation Table was $9,670,542. Therefore, our CEO Pay Ratio for 2023 is approximately 19:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation and Talent Committee nor management of the company used the CEO Pay Ratio measure in making compensation decisions.

  67. Pay versus Performance

    Pay versus Performance The following table reports the compensation for Dr. Mainolfi (our Principal Executive Officer, or PEO) and the average compensation of the other Named Executive Officers (Other NEOs) as reported in the Summary Compensation Table in our proxy statements for the past three fiscal years, as well as their “compensation actually paid” (CAP), as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules. The grant date fair values included in the Summary Compensation Table (SCT) have been replaced with fair values reflecting the change in value of equity awards during the fiscal year. The calculations do not reflect the actual sale of stock underlying equity awards or the exercise of stock options by the executive. For the year ended December 31, 2023, we did not use any financial performance measures to link company performance to compensation actually paid and, as such, we have omitted the “Company Selected Measure” from the Pay Versus Performance Table and are also omitting the Tabular List of Financial Performance Measures from this Pay versus Performance Disclosure. Nonetheless we have presented information in the Pay Versus Performance table below regarding certain financial performance measures as required by Item 402(v) of Regulation S-K.

  68. Pay Versus Performance Table

    Pay Versus Performance Table

  69. Pay Versus Performance Table

    | | | | | | | | Value of initial fixed $100 investment based on: | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | | Average Summary Compensation Table Total for Other NEOs (3) | Average Compensation Actually Paid to Other NEOs (4) | | Total Shareholder Return | Peer Group Total Shareholder Return (5) | Net Loss ($ thousands) (6) | | 2023 | $9,670,542 | | 6,407,619 | $4,398,338 | | 3,249,348 | $76.55 | $107.72 | $146,962 | | 2022 | $6,926,645 | ($ | 24,973,497) | $1,889,672 | ($ | 4,924,083) | $75.05 | $102.99 | $154,808 | | 2021 | $11,573,374 | | 12,612,015 | $3,329,398 | | 153,471 | $190.89 | $114.59 | $100,217 | | 2020 | $3,678,001 | | 30,951,579 | $1,812,465 | | 10,976,901 | $186.41 | $114.56 | $45,593 |

  70. Pay Versus Performance Table

    (1) Dr. Mainolfi served as our PEO in each year shown. (2) The amounts reported represent the “compensation actually paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEO in the “Total” column of the Summary Compensation Table for each year to calculate compensation actually paid. The PEO Summary Compensation Table to compensation actually paid (or CAP) reconciliation is summarized in the following table:

  71. Pay Versus Performance Table

    | Year | Summary Compensation Table Total | Summary Compensation Table Equity | | Change in Value of Prior Years’ Awards Unvested at FYE | | Change in Value of Prior Years’ Awards that Vested in FY | | Change in Value of Awards granted in year that Vested in FY | Fair value of Awards Forfeited in FY | PEO CAP | | | 2023 | $9,670,542 | ($ | 8,594,942) | | 4,372,962 | ($ | 40,003) | $999,060 | - | | 6,407,619 | | 2022 | $6,926,645 | ($ | 5,951,445) | ($ | 13,733,529) | ($ | 12,952,506) | $737,338 | - | ($ | 24,973,497) | | 2021 | $11,573,374 | ($ | 10,621,667) | | 10,809,481 | ($ | 1,755,523) | $2,606,351 | - | | 12,612,015 | | 2020 | $3,678,001 | ($ | 2,845,382) | | 28,515,760 | | 728,664 | $874,537 | - | | 30,951,579 |

  72. Pay Versus Performance Table

    (3) The amounts reported represent the average of the amounts reported for the Other NEOs, in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers included for purposes of calculating the average amounts were (i) for 2023, Bruce Jacobs, Dr. Jared Gollob, Ellen Chiniara and Dr. Jeremy Chadwick, (ii) for 2022, Bruce Jacobs, Dr. Jared Gollob, and Elaine Caughey, (iii) for 2021, Bruce Jacobs, Dr. Jared Gollob, Elaine Caughey (from June 21, 2021 until December 31, 2021), and Dr. Richard Chesworth (from January 1, 2021 until October 22, 2021), and (iv) for 2020, Bruce Jacobs, Dr. Jared Gollob, and Dr. Richard Chesworth. (4) The amounts reported represent the average “compensation actually paid” to the Other NEOs as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table for the Other NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 2. The average Other NEO Summary Compensation Table to CAP reconciliation is summarized in the following table:

  73. Pay Versus Performance Table

    | Year | Summary Compensation Table Total | Summary Compensation Table Equity | | Change in Value of Prior Years’ Awards Unvested at FYE | | Change in Value of Prior Years’ Awards that Vested in FY | | Change in Value of Awards granted in year that Vested in FY | Fair value of Awards Forfeited in FY | | Other NEO CAP | | | 2023 | $4,398,338 | ($ | 3,784,351) | | 2,433,998 | | 58,829 | $141,534 | | - | | 3,249,348 | | 2022 | $1,889,672 | ($ | 1,420,223) | ($ | 2,443,461) | ($ | 3,218,544) | $268,473 | | - | ($ | 4,924,083) | | 2021 | $3,329,398 | ($ | 2,829,424) | | 2,589,240 | ($ | 713,569) | $677,265 | ($ | 2,899,439) | | 153,471 | | 2020 | $1,812,465 | ($ | 1,967,228) | | 10,923,640 | | 65,080 | $142,943 | | - | | 10,976,901 |

  74. Pay Versus Performance Table

    (5) Peer group TSR reflects the Nasdaq Biotechnology Index for all three fiscal years disclosed, which aligns with the peer group used in our Annual Report on 10-K for each of these years. (6) The dollar amounts reported represent the amount of net loss reflected in the company’s audited financial statements for the applicable fiscal year.

  75. Description of the Relationship Between Compensation Actually Paid and Selected Performance Metrics

    Description of the Relationship Between Compensation Actually Paid and Selected Performance Metrics As described above in the section titled “Compensation Discussion and Analysis,” our compensation program is designed to attract and retain high-performing talent in our industry, motivate our executive officers to create long-term, enhanced shareholder value, and provide a fair reward for executive effort and stimulate professional and personal growth. The company uses several performance measures to align executive compensation with company performance, not all of which are presented in the Pay versus Performance table above. Moreover, the company calculates compensation to the PEO and other NEOs on a basis different than the amount reported in the Summary Compensation Table and, compensation actually paid, as calculated in accordance with Item 402(v) of Regulation S-K, is not considered by the Board and the Compensation and Talent Committee in evaluating or determining executive compensation. In accordance with Item 402(v) of Regulation S-K, the company is providing the following descriptions of the relationships between compensation actually paid and the financial performance metrics presented in the Pay versus Performance table.

  76. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss Because we are not a commercial-stage company, we did not have any revenue during the periods presented, other than the recognition of non-cash deferred revenue associated with our collaboration agreements. Consequently, our company has not historically looked to net income (loss) as a performance measure for our executive compensation program. From 2020 through 2022, our net loss increased year over year, while our net loss slightly decreased in 2023. The Compensation Actually Paid our PEO and Other NEOs does not correlate to the net loss reported year to year.

  77. PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) Equity awards are the largest component of our executive compensation program, representing no less than 80% of the target total compensation for each of our executives. Therefore, TSR has a significant impact on our CAP, particularly for executives who have been with us for several years and who have multiple years of outstanding equity awards. The impact is more pronounced for our CEO/PEO, given he receives equity in the form of stock options only whereas the Other NEOs receive a blend of stock options and restricted stock units. The CEO/PEO also receives a larger magnitude of equity relative to the other NEOs, consistent with market practice. Due to the significant weighting of equity in our total compensation, the decline in our stock price between the end of 2021 and 2022 has resulted in negative CAP for our PEO and Other NEOs. TSR for our peer group is based on the Nasdaq Biotechnology Index (XNBI), which reflects the company’s industry sector and is also the peer group used in our Annual Report on Form 10-K. We outperformed peers during 2020 and 2021, reflecting the substantial progress towards our stated goals and the achievement of significant milestones including encouraging clinical data for our lead candidate KT-474 and progression of our other clinical and preclinical stage programs. However, due to the decline in our stock price at the end of 2022 compared to the prior year, our three-year TSR closed lower than our peers. Our corporate goals for 2023 include significant progress across our clinical and pipeline programs, and we expect the level of achievement of these goals to meaningfully impact our TSR in 2023 and beyond.