DEF 14A of Sana Biotechnology, Inc.
Filed Apr 26, 2024 · FY20230001193125-24-115454
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
General
General Our Board currently consists of ten directors. Our amended and restated certificate of incorporation (our certificate of incorporation) provides for a classified Board divided into three classes of directors. Class III currently consists of three directors, each of whom has been nominated and is standing for re-election at the Annual Meeting. Classes I and II currently consist of four directors and three directors, respectively. Each class serves a staggered three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire are elected to serve from the time of election and qualification until the third annual meeting following their election. Vacancies on our Board may be filled only by an affirmative vote of a majority of the directors then in office. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, serves for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Board has nominated the three individuals listed in the table below for election as Class III directors at the Annual Meeting. If our stockholders elect the nominees listed below, they will hold office until the 2027 annual meeting of stockholders or until their respective successors have been duly elected and qualified. All nominees are currently serving on our Board and have consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for any nominees other than those named below. If any nominee is unable or does not qualify to serve, you or your proxy may vote for another nominee proposed by our Board. If for any reason any of these nominees proves unable or unwilling to stand for election or ceases to qualify to serve as a director, our Board will nominate an alternate or reduce the size of our Board to eliminate any resulting vacancies. Our Board has no reason to believe that any of the nominees would prove unable to serve if elected. There are no arrangements or understandings between us and any director, or nominee for directorship, pursuant to which such person was selected as a director or nominee. We seek directors with a broad range of qualifications, skills, and experience that would enhance Board effectiveness and strengthen our Board’s ability to carry out its oversight role on behalf of stockholders. Though we do not have a specific policy with respect to Board diversity, we consider diversity as one of many relevant factors when evaluating potential directors. As further described below, we consider diversity broadly when evaluating potential directors and may also consider factors such as a candidate’s relevant academic expertise and business or career experience, including experience in corporate management or as a board member or executive officer of another publicly traded company, to be relevant. In addition, we seek directors who have a high level of personal and professional integrity, strong ethics and values, and the ability to make mature, independent business judgments.
Information About Our Nominees For Election
Information About Our Nominees For Election Set forth below are the names, ages, and lengths of service of our nominees for election to our Board.
Information About Our Nominees For Election
| Nominees | Age(1) | Term Expires | Position(s) Held | Director Since | | Joshua H. Bilenker, M.D. | 52 | 2024 | Director | 2020 | | Richard Mulligan, Ph.D.(2) | 69 | 2024 | Vice-Chairman of the Board | 2018 | | Mary Agnes (Maggie) Wilderotter | 69 | 2024 | Director | 2020 |
Information About Our Nominees For Election
| (1) Ages as of April 26, 2024. |
Information About Our Nominees For Election
| (2) Dr. Mulligan resigned from his position as an employee of the company and Head of Innovation Research effective March 8, 2024. |
Information About Our Nominees For Election
Biographical information for each nominee for election to our Board, including each such individual’s principal occupation, business experience, and education, and an explanation of the qualifications, skills, and experience that we believe are relevant to such individual’s service on our Board, is set forth below. Joshua H. Bilenker, M.D. has served as a member of our Board since November 2020. Dr. Bilenker is a co-founder of Treeline Biosciences, Inc. (Treeline), a privately held biopharmaceutical company, and has served as its Chief Executive Officer since April 2021. Prior to Treeline, he served as Chief Executive Officer of Loxo Oncology at Lilly, a research and development group of Eli Lilly and Company (Eli Lilly), from December 2019 to January 2021, and served as founding Chief Executive Officer of Loxo Oncology, Inc. (Loxo), which was a public biopharmaceutical company, from June 2013 until its acquisition by Eli Lilly in February 2019. Dr. Bilenker joined Aisling Capital LLC in April 2006 and served there in various capacities, including as an Operating Partner from November 2013 to December 2019. Previously, Dr. Bilenker served as a medical officer in the Office of Oncology Drug Products at the United States Food and Drug Administration from August 2004 to April 2006. Dr. Bilenker previously served on the boards of directors of several public companies, including Gossamer Bio, Inc. (Gossamer Bio), a public biopharmaceutical company, Loxo, ViewRay, Inc., a public medical technology and device company, T2 Biosystems, Inc., a public medical diagnostics company, and Roka Bioscience, Inc., a molecular diagnostics company that was public at the time Dr. Bilenker served on its board of directors. Dr. Bilenker also formerly served on the board of directors of the National Comprehensive Cancer Network Foundation and BioEnterprise. Dr. Bilenker trained at the University of Pennsylvania in internal medicine and medical oncology and earned board certification in these specialties. Dr. Bilenker received his M.D. from the Johns Hopkins School of Medicine and his A.B. in English from Princeton University. We believe Dr. Bilenker is qualified to serve on our Board because of his extensive experience and service as a director or officer of, and as an investor in, public biopharmaceutical and life sciences companies. Richard Mulligan, Ph.D. has served as a member of our Board since November 2018 and as Vice-Chairman of our Board since April 2020. Previously, Dr. Mulligan served as a consultant to Sana from November 2018 until joining Sana as an employee in April 2020, where he served in various roles, most recently as Head of Sana Innovation Research, until March 2024. Dr. Mulligan is currently the Mallinckrodt Professor of Genetics, Emeritus, at Harvard Medical School (Harvard), and served as Visiting Scientist at the Koch Institute for Integrative Cancer Research at the Massachusetts Institute of Technology (MIT) from March 2017 to February 2021. From March 2017 to October 2018, Dr. Mulligan served as Portfolio Manager at Icahn Capital LP, an investment management firm, and from May 2013 to December 2016, he served as Founding Partner and Senior Managing Director of Sarissa Capital Management LP, a registered investment advisor. From 1996 to 2013, Dr. Mulligan served as the Mallinckrodt Professor of Genetics at Harvard and Director of the Harvard Gene Therapy Initiative. Prior to that, he served as Professor of Molecular Biology at MIT and a member of the Whitehead Institute for Biomedical Research. Dr. Mulligan currently serves on the board of directors of Bausch Health Companies Inc., a public pharmaceutical company. Dr. Mulligan previously served on the board of directors of Biogen Inc. (Biogen), a public biotechnology company. Dr. Mulligan’s honors include the MacArthur Foundation Genius Prize, the Rhodes Memorial Award of the American Association for Cancer Research, the ASMB-Amgen Award, and the Nagai Foundation International Prize. Dr. Mulligan received his Ph.D. in Biochemistry from the Stanford University School of Medicine and his B.S. from MIT. We believe Dr. Mulligan is qualified to serve on our Board because of his extensive experience in the biotechnology and life sciences industries and his significant academic experience. Mary Agnes (Maggie) Wilderotter has served as a member of our Board since May 2020. Ms. Wilderotter served as the Chief Executive Officer and Chair of the Grand Reserve Inn, a privately held luxury resort and vineyard, from August 2016 to June 2023. Ms. Wilderotter served as the interim Chief Executive Officer of DocuSign, Inc. (DocuSign), a public digital transaction management services company, from June 2022 to October 2022. From November 2004 to April 2016, Ms. Wilderotter served in a number of roles at Frontier Communications Corporation, a public telecommunications company, including as Executive Chair of the board of directors from April 2015 to April 2016, Chair and Chief Executive Officer from January 2006 to April 2015, and President, Chief Executive Officer, and director from 2004 to 2006. Ms. Wilderotter currently serves on the boards of directors of Costco Wholesale Corporation, a public wholesale retailer, and DocuSign, where she serves as Chair of the board of directors. Ms. Wilderotter previously served on the boards of directors of a number of public companies across industries, including Lyft, Inc., a multinational ridesharing company, Hewlett Packard Enterprise Company, an enterprise information technology company, Cadence Design Systems, Inc., an electronic design automation software and engineering services company, Xerox Corporation, a document management technology solutions company, DreamWorks Animation SKG, Inc., an entertainment company, The Procter & Gamble Company (Procter & Gamble), a consumer goods company, and Juno Therapeutics, Inc. (Juno), which was a public biopharmaceutical company, until its acquisition by Celgene Corporation (Celgene) (later acquired by Bristol-Myers Squibb Company (BMS)). In addition, Ms. Wilderotter served on the President’s Commission on Enhancing National Cybersecurity from 2016 to 2017 and served on the President’s National Security Telecommunications Advisory Committee from October 2010 through October 2016, including as Vice Chairman from October 2010 to October 2012 and as Chairman from November 2012 to November 2014. Ms. Wilderotter received her B.A. in Economics from the College of the Holy Cross, as well as an Honorary Doctor of Engineering degree from the Stevens Institute of Technology and an Honorary Doctor of Laws degree from the University of Rochester. We believe Ms. Wilderotter is qualified to serve on our Board because of her extensive leadership experience in technology, her expertise in cybersecurity matters, and her service as a director of various public companies.
Information About Our Board of Directors
Information About Our Board of Directors Our nominees for election as directors at our Annual Meeting are all currently serving as members of our Board. Information about each such nominee is set forth in the section above titled “Information About Our Nominees for Election” and is incorporated into this section by reference. Set forth below are the names, ages, and lengths of service of the remaining members of our Board whose terms continue beyond the Annual Meeting.
Information About Our Board of Directors
| Continuing Directors | Age(1) | Term Expires | Position(s) Held | Director Since | | Douglas Cole, M.D. | 63 | 2025 | Director | 2020 | | Steven D. Harr, M.D. | 53 | 2025 | President, Chief Executive Officer, and Director | 2018 | | Michelle Seitz, CFA | 58 | 2025 | Director | 2020 | | Patrick Y. Yang, Ph.D. | 76 | 2025 | Director | 2018 | | Hans E. Bishop | 60 | 2026 | Chairman of the Board | 2018 | | Robert Nelsen | 60 | 2026 | Director | 2018 | | Alise S. Reicin, M.D. | 63 | 2026 | Director | 2020 |
Information About Our Board of Directors
| (1) Ages as of April 26, 2024. |
Information About Our Board of Directors
Biographical information for each continuing director, including each such individual’s principal occupation, business experience, and education, and an explanation of the qualifications, skills, and experience that we believe are relevant to such individual’s service on our Board, is set forth below. Douglas Cole, M.D. has served as a member of our Board since April 2020. Dr. Cole joined Flagship Pioneering, which conceives, creates, resources, and develops first-in-category bioplatform companies, in 2001, and is currently a Managing Partner focused on life science investments. Dr. Cole currently serves on the boards of directors of Foghorn Therapeutics Inc., a public biotechnology company, and on the boards of directors of a number of private companies. Dr. Cole previously served on the boards of directors of Denali Therapeutics Inc. (Denali), a public biotechnology company, Quanterix Corporation, a public life sciences company, and Sigilon Therapeutics, Inc., which was a public biotechnology company during Dr. Cole’s service as a director, until its acquisition by Eli Lilly. Dr. Cole received his M.D. from the University of Pennsylvania School of Medicine and his A.B. in English from Dartmouth College. We believe Dr. Cole is qualified to serve on our Board because of his substantial experience as an investor in emerging biopharmaceutical and life sciences companies as well as his experience serving on the boards of directors of multiple public and private biopharmaceutical companies. Steven D. Harr, M.D. is a co-founder of Sana and has served as our President and Chief Executive Officer since September 2018 and as a member of our Board since October 2018. Prior to Sana, Dr. Harr served as Chief Financial Officer and Head of Corporate Development at Juno from April 2014 until its acquisition by Celgene in March 2018. At Juno, Dr. Harr was responsible for the overall financial and operational strategy of the company. Prior to Juno, Dr. Harr was Managing Director and Head of Biotechnology Investment Banking at Morgan Stanley, a public multinational investment bank and financial services company, from May 2010 until April 2014, and prior to his investment banking role was the Lead Biotech Research Analyst and Co-head of Global Healthcare Research at Morgan Stanley. Dr. Harr previously served as a member of the boards of directors of Loxo, which was a public biopharmaceutical company during Dr. Harr’s service as a director, until its acquisition by Eli Lilly, and JW (Cayman) Therapeutics Co. Ltd (JW Therapeutics), a public cell therapy company in China, which he co-founded. Dr. Harr was a resident in internal medicine at the University of California, San Francisco. Dr. Harr received his M.D. from the Johns Hopkins University School of Medicine and his B.A. in Economics from the College of the Holy Cross. We believe Dr. Harr is qualified to serve on our Board because of his extensive management and leadership experience with biopharmaceutical and life sciences companies. Michelle Seitz, CFA has served as a member of our Board since November 2020. Ms. Seitz founded MeydenVest Partners, a private investment and strategic advisory firm, and has served as its Chief Executive Officer since September 2022. Ms. Seitz served at Russell Investments, a privately held global investment solutions provider, as Chief Executive Officer from September 2017 to October 2022, and as Chairman of the Board from January 2018 to September 2022. Prior to Russell Investments, Ms. Seitz held various positions at William Blair, a global investment banking and wealth management firm, from February 1996 to August 2017, most recently serving as the Chief Executive Officer of William Blair Investment Management, Chair and President of William Blair Funds, and as a member of the board of directors from June 2001 to August 2017. Ms. Seitz currently serves on the board of directors of the Washington Roundtable, on the Dean’s Council at the Indiana University Kelley School of Business, and as Co-Chair of Challenge Seattle, an alliance of chief executive officers of multinational companies within the Seattle region. Ms. Seitz previously served as a director of the Financial Accounting Foundation, which provides oversight of Financial Accounting Standards Board (FASB) and Governmental Accounting Standards Board. Ms. Seitz received her B.S. in Accounting from the Indiana University Kelley School of Business and her Chartered Financial Analyst designation. We believe Ms. Seitz is qualified to serve on our Board because of her extensive finance and industry experience and her experience serving on various boards of directors. Patrick Y. Yang, Ph.D. has served as a member of our Board since October 2018. Dr. Yang is a co-founder and Executive Vice Chairman of National Resilience, Inc., a privately held biomanufacturing technology company, and a co-founder and Chairman of Acepodia, Inc. (Acepodia), a public clinical-stage biotechnology company based in Taiwan. Dr. Yang served as Executive Vice President at Juno from September 2017 to January 2019. Since 2013, Dr. Yang has served as a biotechnology and biopharmaceutical industry consultant. From January 2010 to March 2013, Dr. Yang served as Executive Vice President and Global Head of Technical Operations at F. Hoffmann-La Roche Ltd. (Roche), a healthcare company, where he was responsible for the company’s pharmaceutical process development, engineering, quality, technical regulatory, supply chain, and manufacturing plants. Before joining Roche, Dr. Yang served in roles of increasing responsibility at each of Genentech, Inc. (Genentech), a biotechnology company, Merck & Co., Inc. (Merck), a public pharmaceutical company, General Electric Company (General Electric), a public industrial company, and Life Systems, Inc., a life science research and development company, during which time he developed significant experience with pharmaceuticals and biotechnology manufacturing, engineering, technology, and supply chain management. Dr. Yang currently serves on the boards of directors of Acepodia and PharmaEssentia Corp., a public biopharmaceutical company based in Taiwan. Dr. Yang previously served on the boards of directors of Amyris, Inc., a public biotechnology company, Andeavor, Inc. (formerly Tesoro Corporation), a public independent petroleum refining and marketing company, Codexis, Inc., a public biotechnology company, and Polaris Group, a public biotechnology company based in Taiwan. Dr. Yang received his Ph.D. in Engineering from the Ohio State University, his M.Sc. in Electrical Engineering from the University of Cincinnati, and his B.S. in Engineering from the National Chiaotung University in Taiwan. We believe Dr. Yang is qualified to serve on our Board because of his extensive background and expertise in the biotechnology industry and his previous and current experience serving on various public company boards of directors.
Information About Our Board of Directors
Hans E. Bishop has served as Chairman and a member of our Board since October 2018. Mr. Bishop has more than 30 years of experience in the biotechnology industry. Mr. Bishop is a founder and has served as President and co-chair of the board of directors of Altos Labs, Inc. (Altos Labs), a privately held biotechnology company, since January 2022. Prior to Altos Labs, Mr. Bishop served as the Chief Executive Officer of GRAIL, Inc., a healthcare company, from June 2019 to October 2021, following its acquisition by Illumina, Inc. (Illumina), a public biotechnology company. Mr. Bishop founded Juno in July 2013 and served as its President and Chief Executive Officer until its acquisition by Celgene in March 2018. Prior to Juno, Mr. Bishop served as Executive in Residence at Warburg Pincus, a multinational private equity firm. Earlier in his career, Mr. Bishop served as Executive Vice President and Chief Operating Officer of Dendreon Corporation (Dendreon), which was a public biopharmaceutical company during his tenure. Prior to Dendreon, Mr. Bishop served as President of Specialty Medicine at Bayer Healthcare, a multinational pharmaceutical and life sciences company, and before that served as Senior Vice President of Global Commercial Operations and Vice President and General Manager of European Biopharmaceuticals at Chiron Corporation, which was a public multinational biotechnology company during his tenure. He currently serves on the boards of directors of Agilent Technologies, Inc., a public instrumentation manufacturing company, and Lyell Immunopharma, Inc. (Lyell Immunopharma), a public cellular therapy company. Mr. Bishop previously served on the boards of directors of Celgene and JW Therapeutics. Mr. Bishop received his B.A. in Chemistry from Brunel University in London. We believe Mr. Bishop is qualified to serve on our Board because of his extensive management experience within the pharmaceutical and biotechnology industries and his academic experience. Robert Nelsen has served as a member of our Board since October 2018. Mr. Nelsen is a co-founder and has served as Managing Director of ARCH Venture Partners, a venture capital firm focused on early-stage technology companies, since 1994, and has played a significant role in the early sourcing, financing, and development of more than 30 biopharmaceutical companies. Mr. Nelsen currently serves on the boards of directors of several public biotechnology, biopharmaceutical, and healthcare companies, including Brii Biosciences Limited, Hua Medicine, where he serves as Chairman, Lyell Immunopharma, Prime Medicine, Inc., and Vir Biotechnology, Inc. Mr. Nelsen previously served on the boards of directors of several public biotechnology and biopharmaceutical companies, including Adolor Corporation, Agios Pharmaceuticals, Inc., Beam Therapeutics Inc. (Beam), Bellerophon Therapeutics, Inc., Denali, Fate Therapeutics, Inc., Gossamer Bio, Illumina, Juno, Karuna Therapeutics, Inc., KYTHERA Biopharmaceuticals, Inc., NeurogesX, Inc., Revolution Healthcare Acquisition Corp., Sage Therapeutics, Inc., Sienna Biopharmaceuticals, Inc., Syros Pharmaceuticals, Inc., and Unity Biotechnology, Inc. He also previously served as a Trustee of the Fred Hutchinson Cancer Center and the Institute for Systems Biology, and as a director of the National Venture Capital Association. Mr. Nelsen received his M.B.A. from the University of Chicago Booth School of Business and his B.S. in Economics and Biology from the University of Puget Sound. We believe Mr. Nelsen is qualified to serve on our Board because of his venture capital and industry experience, his extensive experience serving on boards of directors of public biotechnology companies, and his significant academic experience. Alise S. Reicin, M.D. has served as a member of our Board since December 2020. Dr. Reicin has served as Chief Executive Officer and President of Tectonic Therapeutic, Inc. (Tectonic), a privately held biotechnology company, since August 2020. Prior to Tectonic, she served as President, Global Clinical Development at Celgene, which was a public biopharmaceutical company, from November 2018 to December 2019. Prior to Celgene, she served as Head of Global Clinical Development at EMD Serono Inc. (EMD Serono), a privately held pharmaceutical company, from May 2015 to October 2018. Prior to EMD Serono, Dr. Reicin served as Vice President, Program and Pipeline Leadership, Oncology at Merck. Prior to Merck, she was a faculty member at Columbia Medical School and a physician and researcher at Columbia Presbyterian Hospital. Dr. Reicin currently serves on the board of directors of Homology Medicines, Inc., a public biopharmaceutical company. Dr. Reicin received her M.D. from Harvard Medical School and her B.A. in Biochemistry from Barnard College of Columbia University. We believe Dr. Reicin is qualified to serve on our Board because of her extensive clinical expertise and leadership experience at biopharmaceutical companies.
Information About Our Executive Officers Who Are Not Directors
Information About Our Executive Officers Who Are Not Directors The following table sets forth certain information about our executive officers who are not also directors.
Information About Our Executive Officers Who Are Not Directors
| Executive Officers | Age(1) | Position(s) Held | | Bernard J. Cassidy, J.D. | 69 | Executive Vice President, General Counsel, and Corporate Secretary | | Nathan Hardy | 48 | Executive Vice President, Chief Financial Officer | | Christian Hordo | 41 | Executive Vice President, Chief Business Officer |
Information About Our Executive Officers Who Are Not Directors
| (1) Ages as of April 26, 2024. |
Information About Our Executive Officers Who Are Not Directors
The principal occupation, business experience, and education of each executive officer who is not also a director are set forth below. Bernard J. Cassidy, J.D. has served as our Executive Vice President, General Counsel, and Corporate Secretary since September 2022. Prior to Sana, Mr. Cassidy served as General Counsel at Juno from January 2014 until its acquisition by Celgene in March 2018, after which he advised the United States Patent and Trademark Office as a member of the Patent Public Advisory Committee from December 2018 to December 2021, taught Biomedical Law & Policy at the Seattle University School of Law from January 2019 to June 2019, and studied at Harvard Law School as a Visiting Researcher from December 2019 to June 2020. Prior to Juno, Mr. Cassidy served as General Counsel at Tessera Technologies Inc., where he was also President of Tessera Intellectual Property Corporation (now subsidiaries of Xperi Corporation), which are semiconductor technology companies, and at Tumbleweed Communications Corp. (later acquired by Axway Inc.), a secure internet communication solutions company. Earlier, Mr. Cassidy practiced law at both Skadden, Arps, Slate, Meagher & Flom LLP and Wilson Sonsini Goodrich & Rosati PC, prior to which he served as a law clerk to Judge John T. Noonan, Jr. of the United States Court of Appeals for the Ninth Circuit. Mr. Cassidy received his J.D. from Harvard Law School, where he was an editor of the Harvard Law Review and a research assistant to Professor Arthur R. Miller, his M.A. in Philosophy from the University of Toronto, and his B.A. in Philosophy from the Jesuit House of Studies at Loyola University New Orleans. Nathan Hardy is a co-founder of Sana and has served as our Executive Vice President, Chief Financial Officer since February 2021, and previously served as our Senior Vice President, Chief Financial Officer from September 2018 to February 2021. Prior to Sana, Mr. Hardy served as the Vice President of Finance at Juno from August 2017 to June 2018, where he led the Business, Financial Planning, and Treasury organizations. Prior to Juno, Mr. Hardy worked at Amgen Inc. (Amgen), a public biopharmaceutical company, from February 2007 to August 2017, where he served in a variety of senior finance and operations leadership positions, culminating as the Executive Director and Head of Corporate Finance. At Amgen, Mr. Hardy helped drive large-scale business transformation and was part of various acquisitions and divestitures. At both Juno and Amgen, Mr. Hardy led resource allocation activities across the organizations. Prior to Amgen, Mr. Hardy held various finance positions at General Electric and Sprint Corporation, which was a public telecommunications company during Mr. Hardy’s tenure. Mr. Hardy received his M.B.A. from the University of Notre Dame and his B.S. in Finance from the University of Utah. Christian Hordo has served as our Executive Vice President, Chief Business Officer since February 2021, and previously served as our Senior Vice President, Chief Business Officer from October 2018 to February 2021. Prior to Sana, Mr. Hordo served at Juno as Vice President, Myeloma Program Lead from January 2017 to October 2018 and as Vice President, Head of Business Development from March 2015 to April 2018. At Juno, Mr. Hordo built a team and led negotiations on multiple successfully executed transactions, including a broad strategic collaboration with Celgene. Prior to Juno, Mr. Hordo served in various roles at Genentech, most recently as Project Team Leader from December 2013 to February 2015. Mr. Hordo received his M.B.A. from Harvard Business School, graduating with high distinction as a Baker Scholar, his M.Sc. in Medical Genetics and Microbiology from the University of Toronto, and his B.Sc. in Psychology from McGill University.
Corporate Governance
Corporate Governance
Board of Directors
Board of Directors Our Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, our Board does not involve itself in our day-to-day operations. Our executive officers and management are responsible for the conduct and oversight of our day-to-day operations. Our directors fulfill their duties and responsibilities by preparing for, attending, and actively participating in meetings of our Board and the respective committees of our Board on which they serve, including by reviewing relevant materials provided in advance of each meeting and making themselves available to management between Board and committee meetings as needed. Our independent directors meet in executive sessions without management or any non-independent directors at least quarterly to consider such matters as they deem appropriate. The Chairman of the Board may call additional executive sessions of the independent directors at any time, and the Chairman of the Board must call an executive session at the request of a majority of the independent directors. The purpose of these executive sessions is to promote open and candid discussion among our independent directors. During the year ended December 31, 2023, our Board held six meetings, our audit committee held four meetings, our compensation and talent committee (compensation committee) held six meetings, and our nominating and corporate governance committee held two meetings. In 2023, each incumbent director attended at least 75% of the total meetings of our Board and the committee(s) on which that particular director served. We encourage our directors to attend each annual meeting of stockholders. Three of our then-current directors attended our 2023 annual meeting of stockholders.
Compensation Committee
| • | reviewing, and making recommendations to our Board regarding, the compensation of our non-employee directors; |
Summary Compensation Table
Summary Compensation Table The following table shows information regarding the compensation of our named executive officers for the fiscal year ended December 31, 2023 and, for Dr. Harr, the year ended December 31, 2022. Neither Mr. Hardy nor Dr. Williams was a named executive officer for the year ended December 31, 2022 and their 2022 compensation, if any, is therefore not included in the following table.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Steven D. Harr, M.D. | | | | | | | | | President, Chief Executive Officer, and Director | 2023 | 659,411 | — | 1,631,250 | 377,001 | 4,000 | 2,671,662 | | | 2022 | 644,832 | — | 2,770,084 | 389,063 | 4,000 | 3,807,979 | | Nathan Hardy | | | | | | | | | Executive Vice President, Chief Financial Officer | | | | | | | | | | 2023 | 468,921 | 30,800 | 501,923 | 180,123 | 4,000 | 1,185,767 | | Douglas E. Williams, Ph.D.(4) | | | | | | | | | Former Executive Vice President and President, Research and Development | | | | | | | | | | 2023 | 412,692 | 30,800 | 2,376,859 | 220,400 | 4,000 | 3,044,751 |
Summary Compensation Table
| (1) Amounts reflect the grant date fair value of equity awards determined in accordance with FASB Accounting Standard Codification Topic 718 (ASC 718). For information regarding assumptions underlying the value of equity awards, see Note 11 to our financial statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical accounting policies and significant judgements and estimates – Stock-based compensation” included in our Annual Report. These amounts do not correspond to the actual value that our named executive officers will recognize. |
Summary Compensation Table
| (2) Amounts reflect annual bonuses earned by each named executive officer under our Company Bonus Plan (Bonus Plan) based on the achievement of company goals as well as, with respect to Mr. Hardy and Dr. Williams, individual performance. These bonuses were paid in cash in (i) 2024 with respect to each named executive officer’s performance in 2023, and (ii) 2023 with respect to Dr. Harr’s performance in 2022. For additional information, see the section of this proxy statement titled “Narrative Disclosure to Summary Compensation Table – Annual Performance-Based Cash Compensation.” |
Summary Compensation Table
| (3) Amounts reflect cash received as a company match under our 401(k) plan. |
Summary Compensation Table
| (4) Dr. Williams was appointed and commenced employment as our Executive Vice President and President, Research and Development on April 10, 2023. Dr. Williams voluntarily resigned from all positions with us, effective as of April 18, 2024 (the Termination Date). |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by our named executive officers that were outstanding as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | Stock Awards(2) | | | Name | Vesting Commencement Date(3) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(4) | | Steven D. Harr, M.D. | 2/14/2020 | 565,416 | 24,584 | 1.48 | 1/29/2030 | — | — | | | 2/15/2021(5) | 792,428 | 326,295 | 7.80 | 11/9/2030 | — | — | | | 3/3/2022 | 332,500 | 427,500 | 5.70 | 3/2/2032 | — | — | | | 3/2/2023 | — | 650,000 | 3.76 | 3/1/2033 | — | — | | Nathan Hardy | 2/14/2020 | 113,802 | 4,948 | 1.48 | 1/26/2030 | — | — | | | 2/15/2021 | 115,104 | 47,396 | 7.80 | 11/8/2030 | — | — | | | 3/3/2022 | 98,437 | 126,563 | 5.70 | 3/2/2032 | — | — | | | 3/2/2023 | — | 200,000 | 3.76 | 3/1/2033 | — | — | | | 11/2/2023 | — | — | — | — | 10,000 | 40,800 | | Douglas E. Williams, Ph.D.(6) | 4/10/2023 | — | 1,100,000 | 3.28 | 4/9/2033 | — | — | | | 11/2/2023 | — | — | — | — | 10,000 | 40,800 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Except as otherwise noted, each option award vests as to 25% of the shares initially underlying the award on the first anniversary of the vesting commencement date and as to 1/48 of the shares initially underlying the award each month thereafter until fully vested on the fourth anniversary of the vesting commencement date, subject to the applicable executive officer’s continued service to the company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Reflects one-time RSU awards granted to Mr. Hardy and Dr. Williams, each of which vests in full on January 2, 2025, subject to the applicable executive officer’s continued service to the company through such vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (3) For information on vesting acceleration of the equity awards described in this table upon each named executive officer’s termination of employment, see the section of this proxy statement titled “Executive Compensation – Narrative Disclosure to Summary Compensation Table – Severance and Change in Control Benefits” and the descriptions of the named executive officers’ offer letter agreements in the section of this proxy statement titled “Executive Compensation – Narrative Disclosure to Summary Compensation Table – Employment Arrangements.” |
Outstanding Equity Awards at Fiscal Year-End
| (4) The market value of RSU awards is based on the closing market price of our common stock of $4.08 per share on December 29, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (5) This stock option award vests over four years in accordance with the following schedule: (a) with respect to 50% of the shares underlying the award, 25% of these shares vested on February 15, 2022, and the remaining shares vest on a monthly basis thereafter in equal installments, and (b) with respect to the remaining 50% of the shares underlying the award, 25% of the shares underlying the option vested on the satisfaction of certain performance conditions, and the remaining shares vest on a monthly basis following February 15, 2022 in equal installments, subject in each case to Dr. Harr’s continued service to the company through each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) All outstanding awards, or portions thereof, granted to Dr. Williams and which remained unvested as of the Termination Date will continue to vest for the duration of the Transition Period. For additional information about our Transition Services Agreement with Dr. Williams, see the section of this proxy statement titled “Executive Compensation – Narrative Disclosure to Summary Compensation Table – Employment Arrangements – Dr. Williams’ Separation, Transition Services, and General Release Agreement.” |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation
Director Compensation The following table sets forth information concerning compensation accrued or paid to our non-employee directors for their service on our Board during the year ended December 31, 2023. As Dr. Harr is an executive officer of the company and Dr. Mulligan was an executive officer of the company during the year ended December 31, 2023, they did not receive any compensation for their service as directors during 2023, and their compensation is not set forth in the table below. Information regarding Dr. Harr’s compensation for 2023 is set forth in the Summary Compensation Table above.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards(1)(2)(3) ($) | Total ($) | | Joshua H. Bilenker, M.D. | 45,000 | 254,795 | 299,795 | | Hans E. Bishop | 100,000(4) | 254,795 | 354,795 | | Douglas Cole, M.D. | 47,500 | 254,795 | 302,295 | | Robert Nelsen | 40,000 | 254,795 | 294,795 | | Alise S. Reicin, M.D. | 47,500 | 254,795 | 302,295 | | Michelle Seitz, CFA | 60,000 | 254,795 | 314,795 | | Mary Agnes (Maggie) Wilderotter | 60,000(4) | 254,795 | 314,795 | | Patrick Y. Yang, Ph.D. | 45,000 | 254,795 | 299,795 |
Director Compensation
| (1) Amounts reflect the grant date fair value of stock option awards determined in accordance with ASC 718. For information regarding assumptions underlying the value of equity awards, see Note 11 to our financial statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical accounting policies and significant judgements and estimates – Stock-based compensation” included in our Annual Report. These amounts do not correspond to the actual value that the directors will recognize. |
Director Compensation
| (2) On June 8, 2023, pursuant to our Director Compensation Program, each of our non-employee directors was granted an option to purchase 65,000 shares of our common stock. The shares underlying these options will vest and become exercisable on the earlier of (i) June 8, 2024 or (ii) immediately prior to the Annual Meeting, subject to the applicable director’s continued service to the company through such vesting date. |
Director Compensation
| (3) The following table provides the total number of option shares outstanding for each non-employee director as of December 31, 2023. For information regarding Dr. Harr’s option shares outstanding as of December 31, 2023, see the table above titled “Outstanding Equity Awards at Fiscal Year-End.” |
Director Compensation
| Name | Options Outstanding (#) | | Joshua H. Bilenker, M.D. | 235,545 | | Hans E. Bishop | 153,591 | | Douglas Cole, M.D. | 153,591 | | Robert Nelsen | 153,591 | | Alise S. Reicin, M.D. | 235,545 | | Michelle Seitz, CFA | 235,545 | | Mary Agnes (Maggie) Wilderotter | 247,341 | | Patrick Y. Yang, Ph.D. | 153,591 |
Director Compensation
| (4) The full amount reported for Mr. Bishop and $30,000 of the amount reported for Ms. Wilderotter reflect the value of 23,694 and 7,106 RSUs granted to Mr. Bishop and Ms. Wilderotter, respectively, pursuant to RSU Elections under our Director Compensation Program. Mr. Bishop and Ms. Wilderotter elected to receive 100% and 50%, respectively, of their annual cash retainer payments for 2023 in the form of RSUs. Mr. Bishop elected to defer delivery of the shares underlying the fully-vested RSUs granted to him under our Director Compensation Program until the earlier of Mr. Bishop’s separation from service (within the meaning of Section 409A); a change in control (as defined in the 2021 Plan) that constitutes a “change in control event” (within the meaning of Section 409A); or Mr. Bishop’s death. Ms. Wilderotter did not elect to defer the delivery of any shares underlying the fully-vested RSUs granted to her under our Director Compensation Program. |