DEF 14A of Codexis, Inc., Apr 25, 2024

DEF 14A of Codexis, Inc.

Filed Apr 25, 2024 · FY20230001193125-24-113953

Open on EDGAR

  1. TO BE HELD ON TUESDAY, JUNE 11, 2024

    | | Page | | Option Exercises and Stock Vested in 2023 | 37 | | Pension Benefits | 37 | | Nonqualified Deferred Compensation | 37 | | Employment, Change in Control and Severance Arrangements | 37 | | Pay Ratio of CEO to Median Employee | 39 | | Pay-Versus-Performance Disclosure | 40 | | Equity Compensation Plan Information | 43 | | AUDIT MATTERS | 44 | | Audit Committee Report | 44 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 45 | | Director and Officer Indemnification Agreements | 45 | | Policies and Procedures for Related Party Transactions | 45 | | OTHER MATTERS | 46 | | Stockholder Proposals and Nominations | 46 | | Householding of Proxy Materials | 46 | | Incorporation by Reference | 46 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  3. Board Structure

    Board Structure Our bylaws provide for a fixed number of directors as set by the Board. There are currently nine directors on our Board. On February 13, 2024, Jennifer Aaker informed us of her decision not to stand for reelection. Effective as of the conclusion of the Annual Meeting, the size of the board will be reduced from nine to eight members. The directors are divided into three classes, each of whom serves for a term of three years: Class I directors (who hold office until the close of the 2026 annual meeting of stockholders), Class II directors (who hold office until the close of the Annual Meeting) and Class III directors (who hold office until the close of the 2025 annual meeting of stockholders). At each annual meeting of stockholders, the term of one of the classes of directors expires. The class of directors with a term expiring at the Annual Meeting are the Class II directors, currently consisting of three directors, Jennifer Aaker, Esther Martinborough and H. Stewart Parker.

  4. Director Nominees

    Director Nominees Based upon the recommendation of our nominating and corporate governance committee, our Board has nominated each of Dr. Martinborough and Ms. Parker for election as a Class II director to our board. Dr. Martinborough and Ms. Parker are currently serving as a director of the Company. If elected, each director nominee would serve a three-year term expiring at the close of our 2027 annual meeting of stockholders. Each director will hold office until her successor has been elected and qualified, or until the director’s earlier resignation or removal. Dr. Martinborough and Ms. Parker currently serve on our Board and have agreed to be named in this proxy statement and to serve as a director if elected. Biographical information on each of the director nominees is furnished below under “Director Nominee Biographical Information.” Set forth below is information regarding the director nominees:

  5. Director Nominees

    | Name | Age | Director Since | Class/Term Expires | | Esther Martinborough(1)(2) | 58 | 2021 | Class II/2024 | | H. Stewart Parker(2)(3)(4) | 68 | 2022 | Class II/2024 |

  6. Director Nominees

    | (1) Member of the science and technology committee. |

  7. Director Nominees

    | (2) Member of the strategy committee. |

  8. Director Nominees

    | (3) Member of the audit committee. |

  9. Director Nominees

    | (4) Member of the nominating and corporate governance committee. |

  10. Director Nominee Biographical Information

    Director Nominee Biographical Information The following biographical information is furnished with regard to the director nominees. Esther Martinborough, Ph.D. has served as a director of Codexis since February 2021. Dr. Martinborough brings to our Board significant experience as an executive of biotechnology and pharmaceutical companies as well as expertise in drug development. Dr. Martinborough has served as the Chief Scientific Officer at Escient Pharmaceuticals, a private biotechnology company, since April 2023, after having previously served as its Senior Vice President of Research since August 2018. Between 2008 and 2018, Dr. Martinborough held roles of increasing responsibility at Receptos, Inc., a biotechnology company acquired by Celgene Corporation in 2015. From 2015 to 2018, Dr. Martinborough was Executive Director of Research at Receptos, where she headed the chemistry, biology and pharmacokinetics efforts focused on the selection of strategic new drug discovery programs in neurology and metabolic diseases. From 2008 to 2015, she served as Senior Director, Head of Chemistry at Receptos. Before Receptos, Dr. Martinborough held positions at Vertex Pharmaceuticals, a public pharmaceutical company, developing novel approaches to treating pain and at Ligand Pharmaceuticals, a public biopharmaceutical company, focused on hormonal dysfunctions. Dr. Martinborough also has served since 2021 as a board member of San Diego Squared (SD2) which is a non-profit organization that focuses on empowering tomorrow’s STEM leaders. Dr. Martinborough holds a Ph.D. from the Swiss Institute of Technology, Zurich, and performed post-doctoral studies at the University of Illinois, at Urbana-Champaign. H. Stewart Parker has served as a director of Codexis since December 2022. Ms. Parker brings to our Board extensive experience in management of biotechnology companies and public company corporate governance. Ms. Parker has served as a Principal at Parker BioConsulting, a biotechnology consulting firm, since January 2009. From March 2011 to June 2014, Ms. Parker served in various roles at the Infectious Disease Research Institute, a not-for-profit global health research institute, including as its Chief Executive Officer, strategic advisor and a member of its board of directors. Prior to that, Ms. Parker served in various roles of leadership at biopharmaceutical companies since 1992, including as Chief Executive Officer of Targeted Genetics Corporation, a public biopharmaceutical company, which she founded. Previously, Ms. Parker served on the board of directors of Achieve Life Sciences, Inc., a public pharmaceutical company, from August 2017 to May 2021, Armata Pharmaceuticals, Inc. (formerly C3J Therapeutics, Inc.), a public biotechnology company, from May 2019 to December 2020, IMPEL Pharmaceuticals Inc., a public pharmaceutical company, from May 2014 to April 2023 and Stride Bio, Inc., a private biotechnology company concentrating on gene therapy, from January 2018 to December 2023. Currently, Ms. Parker has served on the board of directors of Sangamo Therapeutics, Inc., a public genomic therapies company, since 2014 and Inventprise, Inc., a private biotechnology company, since 2022. Ms. Parker has also served on the advisory boards of the University of Washington Foster School of Business and College of Arts & Sciences from 2009 to 2020. Ms. Parker holds a B.A. in Slavic Language & Literature and an M.B.A. in Finance and International Business from the University of Washington.

  11. Board Recommendation

    Board Recommendation THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CLASS II DIRECTOR NOMINEES.

  12. Directors Not Standing for Election

    Directors Not Standing for Election Set forth below is information for the members of the board who are not standing for election at this year’s Annual Meeting:

  13. Directors Not Standing for Election

    | Name | Age | Director Since | Class/Term Expires | | Byron L. Dorgan (1) | 81 | 2011 | Class III/2025 | | David V. Smith (1)(2)(5) | 64 | 2016 | Class III/2025 | | Dennis P. Wolf (2)(3) | 71 | 2007 | Class III/2025 | | Stephen Dilly, M.B.B.S, Ph.D. | 64 | 2020 | Class I/2026 | | Alison Moore, Ph.D. (3)(4) | 57 | 2020 | Class I/2026 | | Rahul Singhvi, ScD. (3)(4) | 59 | 2022 | Class I/2026 | | Jennifer Aaker, Ph.D. (1) | 57 | 2020 | Class II/2024* |

  14. Directors Not Standing for Election

    | (1) Member of the nominating and corporate governance committee. |

  15. Directors Not Standing for Election

    | (2) Member of the audit committee. |

  16. Directors Not Standing for Election

    | (3) Member of the compensation committee. |

  17. Directors Not Standing for Election

    | (4) Member of the science & technology committee. |

  18. Directors Not Standing for Election

    | (5) Member of the strategy committee. |

  19. Directors Not Standing for Election

    | * On February 13, 2024, Dr. Aaker informed us of her decision not to stand for reelection to the Board at the Annual Meeting. |

  20. Directors Not Standing for Election

    The following director biographical information is furnished with regard to our directors (other than our director nominees) who are not standing for election at this year’s Annual Meeting. Byron L. Dorgan has served as a director of Codexis since February 2011 and as chairman of our Board since June 2021. Mr. Dorgan’s experience in economic issues, policy making, health care and government affairs led to the conclusion that he should serve on our Board. Mr. Dorgan represented the State of North Dakota in the United States Senate from 1992 to January 2011, when he retired. Mr. Dorgan has served as a senior policy advisor at the law firm ArentFox Schiff LLP since January 2011. During his time in the United States Senate, Mr. Dorgan served in the United States Senate Leadership, first as Assistant Democratic Floor Leader and then as Chairman of the Democratic Policy Committee. He also served as the Chairman of the Committee on Indian Affairs and was the senior Senator on the Appropriations, Energy and Commerce Committees. Prior to serving in the United States Senate, Mr. Dorgan served in the United States House of Representatives from 1981 to 1992. Prior to being elected to the United States House of Representatives, Mr. Dorgan served as North Dakota State Tax Commissioner from 1969 until 1980. Mr. Dorgan is a New York Times bestselling author of five books, including Take this Job and Ship It: How Corporate Greed and Brain-Dead Politics Are Selling Out America; Reckless! How Debt, Deregulation and Dark Money Nearly Bankrupted America; Blowout; Gridlock; and The Girl in the Photograph. Mr. Dorgan has served on the board of advisors to OpenGov, a private software firm that focuses on products for state and local governments since 2014. Mr. Dorgan is a Senior Fellow at the Bipartisan Policy Center, a non-profit Washington, D.C. thinktank. Mr. Dorgan is chairman emeritus of a non-profit board, The Center for Native American Youth (CNAY), working with Native American youth living on Indian Reservations in the United States. Mr. Dorgan also serves on the board of directors of the Energy Futures Initiative. Additionally, Mr. Dorgan previously served on the Board of Governors of Argonne National Laboratory and has served as an Adjunct Visiting Professor at Georgetown University. Mr. Dorgan holds a B.S. from the University of North Dakota and an M.B.A. from the University of Denver. David V. Smith has served as a director of Codexis since March 2016. Mr. Smith’s extensive experience in financial management, corporate finance and corporate governance led to the conclusion that he should serve on our Board. Mr. Smith served as Executive Vice President and Chief Financial Officer of Five Prime Therapeutics, Inc., a public company focused on discovering and developing novel immuno-oncology protein therapeutics, from November 2018 until its acquisition by Amgen, Inc. in April 2021. Previously, Mr. Smith served as Chief Operating Officer of IntegenX, a private company focused on rapid DNA identification technology, until its acquisition by Thermo Fisher Scientific in March 2018. Prior to IntegenX, he was Executive Vice President and Chief Financial Officer of Thoratec Corporation, a public company focused on the development of advanced therapy options for the treatment of heart disease, from December 2006 until July 2011. Prior to joining Thoratec in 2006, Mr. Smith served as Vice President and Chief Financial Officer of Chiron Corporation, which he joined in 1999, and where he held a number of positions of increasing responsibility, including Vice President, Principal Accounting Officer and Controller, and Vice President of Finance. Mr. Smith served as the Vice President of Finance and Chief Financial Officer at Anergen Incorporated from 1997 to 1999. From 1988 to 1997, Mr. Smith served in various financial management positions with Genentech, Inc., both in the United States and Europe. He previously held finance positions at Syntex Corporation and IBM Corporation. Mr. Smith previously served as chair of the Audit Committee and a Director of OncoGenex Pharmaceuticals, Inc., a public biopharmaceutical company, from 2010 to 2017. He also served on the board of directors of Perlegen Sciences, Inc., a private biotechnology company, from 2006 to 2009, and of Acepodia, Inc., a private biotechnology company, from 2022 to 2023. Mr. Smith has served since 2022 on the board of directors of IO Biotech, a public clinical-stage biopharmaceutical company developing novel, immune-modulating cancer therapies, and since 2021 on the board of directors of Neurelis Inc., private commercial-stage neuroscience company focused on the development and commercialization of therapeutics for the treatment of epilepsy and orphan neurologic disorders. Additionally, Mr. Smith previously served as an advisor to Monterey Bio Acquisition Corporation, a public special purpose acquisition company, from 2021 to 2023. Mr. Smith holds a B.A. in Economics and History from Willamette University and an M.B.A. specializing in finance from Golden Gate University. Dennis P. Wolf has served as a director of Codexis since December 2007. Mr. Wolf’s extensive experience in financial management, corporate finance and public company corporate governance led to the conclusion that he should serve on our Board. Mr. Wolf served as Chief Financial Officer of DataStax, Inc., a private software company, from November 2013 to February 2017. Previously, Mr. Wolf served as Executive Vice President and Chief Financial Officer of Fusion-io Multisystems, a public computer hardware and software company, from November 2009 to October 2013. Prior to Fusion-io, Mr. Wolf served as Executive Vice President and Chief Financial Officer of MySQL AB, a private software company, and as Chief Financial Officer of several public and private companies including Centigram Communications, Credence Systems, DataStax, Omnicell and Redback Networks. Earlier in his career, he held executive positions at both Apple Computer and Sun Microsystems. Mr. Wolf has been a director and chair of the audit committee for other public companies including Quantum Corporation, Avanex Corporation, Bigband Networks, Komag, Inc., Registry Magic, Inc., Vitria Technology, Inc., Alphaeon Corporation and Exponential Interactive, Inc. Mr. Wolf has served since 2017 as a member of the board of the non-profit Siegel Rare Neuro Immune Association (SRNA), whose charter is to provide research and support for those suffering from neurological disease. Mr. Wolf holds a B.A. from the University of Colorado (where he was a member of Phi Beta Kappa) and an M.B.A. from the University of Denver.

  21. Directors Not Standing for Election

    Stephen G. Dilly, M.B.B.S., Ph.D. has served as our President and Chief Executive Officer since August 2022 and as a director of Codexis since June 2020. Dr. Dilly’s extensive management and transactional experience in the life science industry and experience in drug development led to the conclusion that he should serve on our Board. From May 2020 until its acquisition by GlaxoSmithKline plc in July 2022, Dr. Dilly served as Chief Executive Officer of Sierra Oncology, a public, late-stage clinical biopharmaceutical company, where he oversaw all operations of the company, and as a member of Sierra’s board of directors. Dr. Dilly received the Bloom-Burton award for his leadership of Sierra Oncology. Dr. Dilly previously served as Chief Executive Officer of Aimmune Therapeutics, a public biopharmaceutical company that was acquired by Nestlé Health Science, from April 2014 to June 2018 and as a member of Aimmune’s board of directors from April 2013 to June 2018. Dr. Dilly was Chief Executive Officer of PhotoThera, Inc., a medical device company, from January 2012 to December 2012. From 2006 to 2011, Dr. Dilly served as President and Chief Executive Officer and a member of the board of directors of APT Pharmaceuticals, Inc., a drug development company. From 2007 to 2009, he was a member of the board of directors of Avigen, Inc., a biopharmaceutical company, which merged with MediciNova, Inc. in December 2009. From 2003 to 2006, he served as Chief Medical Officer and Senior Vice President of Development of Chiron BioPharma, a biotechnology company which was later acquired by Novartis International AG. From 1998 to 2003, Dr. Dilly held various management positions at Genentech, Inc., a biotechnology company acquired by Roche Holding, including Vice President of Development Sciences from 2002 to 2003 and Vice President of Medical Affairs from 1998 to 2001. From 1988 to 1998, Dr. Dilly held various management positions in drug development with SmithKline Beecham, PLC, a healthcare company in the U.K. Dr. Dilly has served on the board of directors of Cognoa, Inc., a digital healthcare company, since 2018. From 2010 until September 2020, Dr. Dilly served on the board of directors of Sangamo Therapeutics, Inc., a public genomic therapies company. Dr. Dilly holds an M.B.B.S. from the University of London in the U.K. and a Ph.D. in cardiac physiology from the University of London. Alison Moore, Ph.D. has served as a director of Codexis since June 2020. Dr. Moore’s significant experience as an executive of biotechnology and pharmaceutical companies led to the conclusion that she should serve on our Board. Dr. Moore was most recently Chief Technical Officer of Allogene Therapeutics, Inc., a public biotechnology company, from June 2018 to April 2023. Prior to Allogene, she served as Senior Vice President, Process Development at Amgen Inc., a public biotechnology company, from January 2013 until June 2018. Dr. Moore has previously held senior roles at Amgen in Operations Technology from January 2013 until August 2014, Process and Product Engineering from January 2011 until January 2013, and Corporate Manufacturing from August 2008 until December 2010. Prior to these positions, she was Vice President of Site Operations at Amgen’s Fremont, California, manufacturing facility, from March 2006 until August of 2008. Before re-joining Amgen, from 2005 to 2006, Dr. Moore was a Director in Chemistry, Manufacturing and Controls, and Regulatory Affairs at Genentech, Inc. Prior to Genentech, she held roles of increasing responsibility in Process Development at Amgen from 1996 through the end of 2004. Dr. Moore has served as a member of the technical advisory board of National Resilience, Inc., a private biomanufacturing company, since 2021. Dr. Moore previously served as an executive board member for the Alliance for Regenerative Medicine, an international advocacy organization dedicated to realizing the promise of regenerative medicines and advanced therapies, from January 2022 to October 2023. Dr. Moore was a Postdoctoral Research Fellow at Genentech from 1993 to 1996, and prior to that, she was a Postdoctoral Research Fellow at the Medical University of Lübeck, Germany. Dr. Moore holds both a bachelor’s degree in Pharmacology with Honors and a Ph.D. in Cell Biology from Manchester University, England. Rahul Singhvi, Sc.D. has served as a director of Codexis since September 2022. Dr. Singhvi’s extensive experience and expertise in research and development, operations and commercialization of pharmaceuticals led to the conclusion that he should serve on our Board. Dr. Singhvi has served as the Chief Executive Officer and a member of the board of directors of National Resilience, Inc., a private biomanufacturing company, since July 2020. From October 2019 to July 2020, Dr. Singhvi was an Operating Partner at Flagship Pioneering, a life sciences innovation firm, where he was responsible for founding and operating companies launched from Flagship’s innovation foundry, Flagship Venture Labs. Before joining Flagship, from September 2013 until October 2019, Dr. Singhvi was the Chief Operating Officer of the Global Vaccine Business Unit at Takeda Pharmaceutical Company, a public pharmaceutical company, where he oversaw the worldwide supply and expansion efforts of all commercialized vaccines and development candidates within the business unit. Prior to Takeda, from August 2005 to April 2011, he was the President and Chief Executive Officer of Novavax, Inc., a public vaccine-development company. Dr. Singhvi previously served on the board of directors of ImmunoCellular Therapeutics, Ltd., a public immunotherapy company, from June 2010 to November 2018. Dr. Singhvi has served on the board of directors of Garuda Therapeutics, a private stem cell-based cellular therapies company, since 2021. Additionally, since 2023, Dr. Singhvi has served on the Board of Trustees of the Keck Graduate Institute. Dr. Singhvi holds a B. Tech in Chemical Engineering from the Indian Institute of Technology at Kanpur, an M.S. and Sc.D. in Chemical Engineering from the Massachusetts Institute of Technology and an M.B.A. from The Wharton School of the University of Pennsylvania.

  22. Director Compensation

    Director Compensation With respect to 2023, our non-employee directors receive the following annual cash compensation which was paid quarterly in arrears:

  23. Director Compensation

    | | Annual Retainer ($) | | Board Chair | 110,000 | | Board Director | 50,000 | | Audit Committee - Member | 20,000 | | Audit Committee - Chair | 30,000 | | Compensation Committee - Member | 20,000 | | Compensation Committee - Chair | 30,000 | | Nominating and Corporate Governance Committee - Member | 10,000 | | Nominating and Corporate Governance Committee - Chair | 15,000 | | Science and Technology Committee - Member | 10,000 | | Science and Technology Committee - Chair | 15,000 | | Strategy Committee - Member | 10,000 | | Strategy Committee - Chair | 15,000 |

  24. Director Compensation

    In addition to the annual cash retainers described above, our non-employee director compensation policy provides that, upon election to our Board, each non-employee director is automatically granted an initial restricted stock award covering a number of shares of our common stock equal to $200,000 divided by the per share closing trading price of our common stock on the date of grant. Such initial restricted stock awards vest as to one-third of the total number of shares subject to the award on the first anniversary of the date the director commences service on our Board, with the remainder of the award vesting and becoming exercisable at a rate of one-third of the total number of shares subject to the award each year thereafter, subject to the director’s continued service to the Company on each applicable vesting date. In addition, the policy provides that, on the date of each annual meeting of stockholders, each non-employee director is granted a restricted stock award covering a number of shares of our common stock equal to $100,000 divided by the per share closing trading price of our common stock on the date of grant. Such annual restricted stock awards vest as to all of the shares subject to the award on the earlier of the first anniversary of the date of grant or the next annual stockholder meeting, subject to the director’s continued service to the Company on such vesting date. In connection with his service as a member of our Strategic Advisory Board, in November 2023, our Board granted Dr. Singhvi a time-based option to purchase 10,000 shares of our common stock. Additionally, Dr. Singhvi will also receive an annual cash retainer of $20,000 as a member of our Strategic Advisory Board. The following table sets forth information regarding compensation earned by our non-employee directors who served during the fiscal year ended December 31, 2023. Dr. Dilly, our President and Chief Executive Officer in 2023, did not receive any additional compensation for serving as a director. Please see the “2023 Summary Compensation Table” for the compensation received by Dr. Dilly with respect to 2023.

  25. 2023 Director Compensation Table

    2023 Director Compensation Table

  26. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Options ($)(1)(2) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Jennifer Aaker, Ph.D. | 60,000 | — | 100,000 | — | 160,000 | | Byron L. Dorgan | 122,747 | — | 100,000 | — | 222,747 | | Esther Martinborough, Ph.D. | 75,000 | — | 100,000 | — | 175,000 | | Alison Moore, Ph.D. | 90,000 | — | 100,000 | — | 190,000 | | H. Stewart Parker | 80,000 | — | 100,000 | — | 180,000 | | Rahul Singhvi, Sc.D. | 80,000 | 10,475 | 100,000 | 6,250 | 196,725 | | David V. Smith | 95,000 | — | 100,000 | — | 195,000 | | Dennis P. Wolf | 90,000 | — | 100,000 | — | 190,000 | | Patrick Yang Ph.D. (3) | 29,286 | — | — | — | 29,286 |

  27. 2023 Director Compensation Table

    | (1) The amounts reported in the “Stock Options” and “Stock Awards” columns reflect the grant date fair value of stock options and stock awards granted during the year ended December 31, 2023 calculated in accordance with FASB ASC Topic 718. The grant date fair value for the restricted stock awards is determined based on the closing stock price on the date of grant.The valuation assumptions used in determining the grant date fair values for the option awards are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The following table sets forth the number of shares of restricted stock and stock options held by each non-employee director as of December 31, 2023. |

  28. 2023 Director Compensation Table

    | Name | Options Outstanding (#) | Shares of Restricted Stock Outstanding (#) | | Jennifer Aaker, Ph.D. | — | 34,602 | | Byron L. Dorgan | — | 34,602 | | Esther Martinborough, Ph.D. | — | 37,022 | | Alison Moore, Ph.D. | — | 34,602 | | H. Stewart Parker | — | 59,854 | | Rahul Singhvi, Sc.D. | 10,000 | 55,500 | | David V. Smith | — | 34,602 | | Dennis P. Wolf | — | 34,602 | | Patrick Yang, Ph.D. | — | — |

  29. 2023 Director Compensation Table

    | (2) The amounts reported in the “Stock Options” and “All Other Compensation” column reflect the grant date fair value of the stock options received and fees earned or paid to Dr. Singhvi, respectively, during the year ended December 31, 2023 in connection with his service as a member of our Strategic Advisory Board. |

  30. 2023 Director Compensation Table

    | (3) Dr. Yang did not stand for re-election at our 2023 annual meeting of stockholders. |

  31. Executive Summary

    | • | Annual Cash Incentive Bonuses Capped. Our named executive officers participate in the Executive Incentive Compensation Plan. For 2023, while we achieved 142% of the modified corporate performance goals, the compensation committee exercised its discretion to reduce the Company’s achievement level to 110% of target. We believe that the contingent nature of the award of annual cash bonuses for 2023 reflects our continued emphasis on pay-for-performance. |

  32. Executive Summary

    | • | Equity Awards as a Key Component of Compensation. Our compensation committee provides a significant portion of our named executive officers’ target total direct compensation opportunity in the form of equity awards which we believe helps align the interests of our named executive officers with our stockholders and provide our named executive officers with incentive to drive long-term growth in our stock price. |

  33. Executive Summary

    | • | We have no “gross up” agreements or entitlements to excise taxes on severance or other payments in connection with a change in control. |

  34. Executive Summary

    | • | We provide for multi-year vesting periods for equity award grants to reinforce a culture in which the Company’s executives remain focused on the Company’s long-term success. |

  35. Executive Summary

    | • | We do not reprice stock options. |

  36. Executive Summary

    | • | We do not maintain any pension benefits or nonqualified deferred compensation plans. |

  37. Executive Summary

    | • | Our compensation committee engages its own independent compensation consultant, Pearl Meyer & Partners. (“Pearl Meyer”), which performs an annual comprehensive market analysis of our executive compensation programs and pay levels. |

  38. Objectives and Philosophy of Our Executive Compensation Program

    | • | encourage and inspire our executives to achieve key corporate performance objectives by linking incentive award opportunities to the achievement of individual and company-wide short- and long-term goals; and |

  39. Components of Our Executive Compensation Program and Determination of Compensation

    This 2023 peer group was determined following review of the peer group referenced for reviewing the 2022 compensation of our named executive officers, and appropriate changes were made based on the updated selection criteria. This resulted in the addition of the following companies that fell within the peer group selection criteria noted above: Anika Therapeutics; Heron Therapeutics; and SomaLogic. In addition, Cytokinetics and Inovio Pharmaceuticals were removed as they were no longer viewed as comparable to the Company based on the criteria above and Meridian Bioscience was removed due to its acquisition. In November 2022, when the peer group was adopted, the Company was at the 64th percentile for the last four quarters’ revenue and at the 31st percentile for 30-day average market capitalization. In addition to data from our 2023 peer group, our compensation committee considered a market analysis from Compensia using data from the Radford Global Life Sciences Compensation Survey. In determining the 2023 compensation for our named executive officers, we believe that the practices of the companies in the compensation peer group provided our compensation committee with relevant compensation information, not only because of the similarity of their business models and financial characteristics, but because several of these companies have similar organizational structures and tend to compete with us for executive talent. Our overall compensation philosophy is to generally target the median of the market for base salaries and the compensation committee considers a range of market data as well as individual and company performance when setting pay for executive officers. The compensation committee works within the general framework of this market-competitive philosophy to determine each component of our named executive officers’ compensation packages based on numerous factors, including:

  40. Components of Our Executive Compensation Program and Determination of Compensation

    | • | performance goals and other expectations for the position and the individual; |

  41. Annual Cash Compensation

    Annual Cash Incentive Bonuses Our compensation philosophy with respect to annual cash incentive bonuses is designed to be consistent with our overall compensation program philosophy. In 2023, the annual cash incentive bonuses under our annual cash bonus program (the “Executive Incentive Compensation Plan”) were based solely on corporate performance to enhance alignment across the leadership team and organization. In connection with the commencement of their employment with the Company, our compensation committee established the target bonus percentages of 75% of annual base salary for Dr. Dilly and 50% of annual base salary for each of Mr. Ryali and Mr. Norrett. In February 2023, our compensation committee approved the following performance goals, along with their related maximum attainable percentage points, for determining the corporate performance under our Executive Incentive Compensation Plan:

  42. Annual Cash Compensation

    | Name of Executive Officer | Bonus Target (Base Salary x Target %) ($) | 2023 Company Performance Achievement Level (%) | Bonus Payment ($) | | Stephen Dilly | $532,500 | 110% | $585,750 | | Sriram Ryali (1) | $211,719 | 110% | $232,891 | | Kevin Norrett | $234,000 | 110% | $257,400 |

  43. Equity Incentive Compensation

    Equity Incentive Compensation We believe that our long-term performance is best facilitated through a culture of executive equity ownership that encourages long-term investment by our named executive officers in our equity, thereby better aligning the named executive officers’ interests with the interests of our stockholders. During 2023, our compensation committee granted our named executive officers service-based stock options and restricted stock units. As part of our annual refresh cycle, in February 2023, our Board granted Dr. Dilly a time-based option to purchase 337,500 shares of our common stock and 112,500 restricted stock units. Also in February 2023, our compensation committee granted Mr. Norrett a time-based option to purchase 67,500 shares of our common stock and 22,500 restricted stock units. In connection with Mr. Ryali’s commencement of employment as Chief Financial Officer, our compensation committee granted him a time-based option to purchase 372,637 shares of our common stock and 111,791 restricted stock units. While no single factor determined the size of these awards, our compensation committee generally considered the following factors in making such awards: internal equity within our management team; individual performance; tenure with our Company; equity awards newly appointed named executive officers held at their prior companies; the criticality of each named executive officer’s role at our Company; and the periodic equity incentive award practices observed by the companies in our 2023 compensation peer group. Time-based options granted in 2023 vest as to 25% of the underlying shares on the first anniversary of the vesting commencement date and in substantially equal monthly installments over the subsequent three years, subject to continued service. Restricted stock units vest in three substantially equal installments, subject to continued service. The vesting commencement date for time-based options and restricted stock units is generally the date of grant for refresh equity grants and the date of hire or promotion for new hire and promotion grants. In keeping with our market-competitive philosophy, our Board and compensation committee established the foregoing vesting schedules because it determined such vesting represents market practice in our industry based on the experience of the members of our compensation committee.

  44. Termination-Based Compensation

    Termination-Based Compensation Our compensation committee provides our named executive officers with termination of employment protection when it determines that such protection is deemed necessary to attract or retain an executive. We believe that concerns about potential job loss or the possibility or occurrence of a change in control of the Company can create uncertainty for our executive officers that may unduly affect their performance. For example, the possibility of a change in control of the Company may create uncertainty for our named executive officers regarding their continued employment because such transactions frequently result in changes in senior management. Consequently, we have entered into an employment agreement with Dr. Dilly and a change of control severance agreement with Messrs. Norrett and Ryali, which provide severance payments and benefits in the event of certain qualifying terminations, both within and outside of a change in control context. We believe that such arrangements are necessary to attract and retain talent in the markets in which we compete for talent. The severance payments and benefits that are payable under the Company’s severance and change in control arrangements are further described below in the section entitled “—Change in Control and Severance Arrangements.”

  45. Clawback Policy

    | • | Incentive-based based compensation that an executive officer is granted, earned, or vested, wholly or in part, upon the attainment of a financial reporting measure is subject to recoupment under the policy. Restricted stock or options with time-based vesting, and discretionary bonuses not based on the attainment of any financial measure are not subject to this policy. |

  46. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes the compensation that we paid to our named executive officers related to the year ended December 31, 2023 and, to the extent required by the SEC disclosure rules, 2022.

  47. 2023 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Stephen Dilly, M.B.B.S, Ph.D. | 2023 | 710,000 | — | 612,000 | 1,144,598 | 585,750 | 69,867 | 3,122,215 | | President and Chief Executive Officer | 2022 | 279,449 | 200,000 | 2,388,192 | 2,751,350 | 190,103 | 84,057 | 5,893,152 | | Sriram Ryali, M.B.A. Chief Financial Officer | 2023 | 423,438 | 100,000 | 655,095 | 1,354,647 | 232,891 | 14,120 | 2,780,191 | | Kevin Norrett, M.B.A. | 2023 | 468,000 | — | 122,400 | 228,920 | 257,400 | 14,160 | 1,090,880 | | Chief Operating Officer | 2022 | 112,500 | — | 595,977 | 1,519,305 | 47,813 | 240 | 2,275,835 |

  48. 2023 Summary Compensation Table

    | (1) Dr. Dilly was appointed our President and Chief Executive Officer effective as of August 9, 2022. Mr. Norrett was appointed our Chief Operating Officer effective as of October 3, 2022. Mr. Ryali was appointed as our Chief Financial Officer effective as of January 23, 2023. |

  49. 2023 Summary Compensation Table

    | (2) The amounts reported in the bonus column for 2023 represent sign-on bonuses awarded in connection with the commencement of employment. Mr. Ryali’s sign-on bonus was paid in February 2023 after he commenced employment with us and was subject to repayment for certain terminations of employment on or prior to the one-year anniversary of his commencement of employment. |

  50. 2023 Summary Compensation Table

    | (3) The amounts reported in the “Stock Awards” and “Option Awards” columns for 2023 represent the grant date fair value of restricted stock units and stock options calculated in accordance with FASB ASC Topic 718. The grant date fair value for the restricted stock unit awards is determined based on the closing stock price on the date of grant. The valuation assumptions used in determining the grant date fair values for the option awards are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  51. 2023 Summary Compensation Table

    | (4) The amounts reported in this column for 2023 reflect bonus payments made pursuant to the Executive Incentive Compensation Plan earned based on corporate and individual achievement and which were paid in early 2024. Please see the section “—Components of Our Executive Compensation Program—Annual Cash Compensation” above for more information. |

  52. 2023 Summary Compensation Table

    | (5) Amounts reflect the following for each named executive officer: Dr. Dilly: a travel allowance of $56,667, including a catch-up adjustment of $16,667 from 2022, and 401(k) matching contribution of $13,200; Mr. Norrett: a cell phone stipend of $960 and 401(k) matching contribution of $13,200; and Mr. Ryali: a cell phone stipend of $920 and 401(k) matching contribution of $13,200. |

  53. Grants of Plan-Based Awards in 2023 Table

    Grants of Plan-Based Awards in 2023 Table The following table shows information regarding grants of non-equity incentive and equity incentive awards during the fiscal year ended December 31, 2023 to each of our named executive officers:

  54. Grants of Plan-Based Awards in 2023 Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Target ($) | Maximum ($) | | | | | | Stephen Dilly | 2/21/2023 | — | — | — | 337,500 | $5.44 | $1,144,598 | | | 2/21/2023 | — | — | 112,500 | — | — | $612,000 | | | | 532,500 | 798,750 | — | — | — | — | | Sriram Ryali | 2/10/2023 | — | — | — | 372,637 | $5.86 | $1,354,647 | | | 2/10/2023 | — | — | 111,791 | — | — | $655,095 | | | | 211,719 | 317,579 | — | — | — | — | | Kevin Norrett | 2/21/2023 | — | — | — | 67,500 | $5.44 | $228,920 | | | 2/21/2023 | — | — | 22,500 | — | — | $122,400 | | | | 234,000 | 351,000 | — | — | — | — |

  55. Grants of Plan-Based Awards in 2023 Table

    | (1) The amounts reported in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column relate to amounts payable under our 2023 Executive Incentive Compensation Plan. The target column assumes the achievement of both the company performance factor and the individual performance factor at the target level and the maximum column assumes the maximum achievement for the company performance factor, in each case, pursuant to the original corporate performance goals established under the 2023 Executive Incentive Compensation Plan. The maximum achievement was capped at 150% of the amount reported in the target column by our compensation committee. The actual amounts paid to our named executive officers are set forth in the bonus and non-equity incentive plan compensation columns of the 2023 Summary Compensation Table. |

  56. Grants of Plan-Based Awards in 2023 Table

    | (2) The restricted stock units vest in three substantially equal installments on each of the first three anniversaries of the grant date, subject to the named executive officer’s continued service to our Company. |

  57. Grants of Plan-Based Awards in 2023 Table

    | (3) The options vest as to 1/4th of the shares subject to the option on the first anniversary of the date of grant and the remainder of the shares vest at a rate of 1/48th of the total shares subject to the option each month thereafter, subject to the named executive officer’s continued service to our Company. |

  58. Grants of Plan-Based Awards in 2023 Table

    | (4) The amounts reported in the “Grant Date Fair Value of Stock and Option Awards” column represents the grant date fair value of restricted stock units and options calculated in accordance with FASB ASC Topic 718. The grant date fair value for the restricted stock unit awards is determined based on the closing stock price on the date of grant. The valuation assumptions used in determining the grant date fair values for the option awards are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  59. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table shows grants of stock options, performance stock units, and performance-based options outstanding on December 31, 2023, the last day of our fiscal year, for each of our named executive officers.

  60. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Vesting Commencement Date (1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) (3) | | Stephen Dilly | 8/1/2022 | 233,333 | 466,667 | 6.73 | 8/1/2032 | | | | | | | 8/1/2022(4) | — | — | — | | | | 144,500 | $440,725 | | | 2/21/2023 | — | 337,500 | 5.44 | 2/21/2033 | | | | | | | 2/21/2023 | — | — | — | | 112,500 | $343,125 | | | | Sriram Ryali | 2/10/2023 | — | 372,637 | 5.86 | 2/10/2033 | | | | | | | 2/10/2023 | — | — | — | | 111,791 | $340,963 | | | | Kevin Norrett | 10/3/2022 | 120,577 | 292,828 | 6.07 | 10/3/2032 | | | | | | | 10/3/2022(4) | — | — | — | | | | 41,728 | $127,271 | | | 2/21/2023 | — | 67,500 | 5.44 | 2/21/2033 | | | | | | | 2/21/2023 | — | — | — | | 22,500 | $68,625 | | |

  61. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (1) Except as otherwise noted, each stock option vests as to 25% of the total number of shares subject to the option on the first anniversary of the vesting commencement date and as to 1/48th of the total number of shares subject to the option on each monthly anniversary thereafter, in each case, subject to continued service to us, and each restricted stock unit award vests in three substantially equal installments on each anniversary of the vesting commencement date, subject to continued service to us. |

  62. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (2) Performance-based stock units that were granted in 2022 are earned based on the achievement of performance goals, and earned awards vested 50% on March 5, 2023 and 50% on March 5, 2024, subject to continued service to us. Number of shares underlying performance stock units reflect maximum achievement of 85% of the original number granted, based on the cap established by our Board and compensation committee in November 2022 when our 2022 corporate performance goals were modified. |

  63. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (3) The market value of restricted stock units and performance stock units is calculated using $3.05, the closing trading price of our common stock on December 29, 2023. |

  64. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (4) Represents the earned portion of performance-based awards that vested in full on March 5, 2024, subject to continued employment through the vesting date. |

  65. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table sets forth information regarding stock awards in which our named executive officers vested during 2023. There were no stock option exercises by our named executive officers during 2023.

  66. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Vested (#) | Value Realized on Vesting ($)(1) | | Stephen Dilly, M.B.B.S, Ph.D. | — | — | 161,741 | $525,151 | | Sriram Ryali, M.B.A. | — | — | — | — | | Kevin Norrett, M.B.A. | — | — | 41,728 | $83,039 |

  67. Option Exercises and Stock Vested in 2023

    | (1) The dollar amounts shown above for stock awards are determined by multiplying the number of shares that vested by the per-share closing trading price of our common stock on the vesting date. |

  68. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans.

  69. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans.

  70. Employment, Change in Control and Severance Arrangements

    | Name | Salary Continuation ($) | Target Bonus ($) | Value of Accelerated Equity Awards ($)(1) | Value of Continued Healthcare Coverage ($) | Total ($) | | Stephen Dilly, M.B.B.S, Ph.D. | | | | | | | Without cause, for good reason or due to death or disability | 710,000 | 532,500 | 403,341 | 37,614 | 1,683,455 | | Without cause, for good reason or due to death or disability in connection with a change in control | 1,065,000 | 798,750 | 783,850 | 56,421 | 2,704,021 | | Without cause in connection with a sale or license of a substantial portion of our assets | 710,000 | 532,500 | 783,850 | 37,614 | 2,063,964 | | Sriram Ryali, M.B.A. | | | | | | | Without cause or for good reason | 450,000 | — | — | — | 450,000 | | Without cause or for good reason in connection with a change in control | 675,000 | — | 340,963 | — | 1,015,963 | | Due to death or disability | — | — | 102,289 | — | 102,289 |

  71. Employment, Change in Control and Severance Arrangements

    | Name | Salary Continuation ($) | Target Bonus ($) | Value of Accelerated Equity Awards ($)(1) | Value of Continued Healthcare Coverage ($) | Total ($) | | Kevin Norrett, M.B.A. | | | | | | | Without cause or for good reason | 468,000 | — | — | 37,614 | 505,614 | | Without cause or for good reason in connection with a change in control | 702,000 | — | 195,896 | 56,421 | 954,317 | | Due to death or disability | — | — | 81,445 | 37,614 | 119,059 |

  72. Pay Ratio of CEO to Median Employee

    Pay Ratio of CEO to Median Employee As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. For 2023, our last completed fiscal year, the total compensation in 2023 of our CEO was approximately 18 times the median total compensation in 2023 of all of our other employees (the “Pay Ratio”). The median of the annual total compensation of all employees of our Company (other than our CEO) was $172,586 and the annual total compensation of our CEO was $3,122,215, as included in the “Summary Compensation Table” above. The Company chose December 31, 2023 as the date for establishing the employee population used in identifying the median employee and used the 12 month period from January 1, 2023 through December 31, 2023, as the measurement period. We identified the median employee using the consistently applied compensation measure of base salary earned during the measurement period for each employee (U.S. and non-U.S.). Permanent employees who joined in 2023 and permanent employees who were on leave during 2023 were assumed to have worked for the entire measurement period. We captured all employees as of December 31, 2023, consisting of approximately 174 individuals globally, with approximately 99% of these individuals located in the U.S. and approximately 1% located outside of the U.S. Earnings of our employees outside the U.S. were converted to U.S. dollars using an average currency exchange rate over the measurement period. No cost-of-living adjustments were made. The annual total compensation of the median employee and the annual total compensation of our CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

  73. Disclosure

    | (5) Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |