DEF 14A of DBV Technologies S.A., Apr 26, 2024

DEF 14A of DBV Technologies S.A.

Filed Apr 26, 2024 · FY20230001193125-24-115870

Open on EDGAR

  1. Board of Directors

    Board of Directors Our business affairs are managed under the direction of our Board of Directors, which is currently composed of ten members. Nine of our directors are independent within the meaning of the listing standards of Nasdaq. The following table sets forth the names, ages as of April 8, 2024, and certain other information for each of the nominees for director and each of the continuing members of our Board of Directors:

  2. Board of Directors

    | Name | Age | Position | Term Expires | | Nominees for Director | | | | | Daniele Guyot-Caparros (1) (2) | 65 | Director | 2024 | | Ravi M. Rao (3) | 55 | Director | 2024 | | Adora Ndu (1) | 42 | Director | 2024 | | Julie O’Neill (2) (5) | 58 | Director | 2024 | | Continuing Directors | | | | | Michel de Rosen (2) (3) | 73 | Non-Executive Chairman of the Board | 2025 | | Daniel Tassé | 64 | Chief Executive Officer and Director | 2026 | | Maïlys Ferrère (3) | 61 | Director | 2026 | | Michael J. Goller (3) (6) | 48 | Director | 2026 | | Timothy E. Morris (1) (4) | 62 | Director | 2025 | | Daniel B. Soland (2) | 65 | Director | 2025 |

  3. Board of Directors

    | (1) Member of our audit committee (the “Audit Committee”) |

  4. Board of Directors

    | (2) Member of our compensation committee (the “Compensation Committee”) |

  5. Board of Directors

    | (3) Member of our nominating and governance committee (the “Nominating Committee”). |

  6. Board of Directors

    | (4) Chair of our Audit Committee |

  7. Board of Directors

    | (5) Chair of our Compensation Committee |

  8. Board of Directors

    | (6) Chair of our Nominating Committee |

  9. Board of Directors

    Nominees for Director: Daniele Guyot-Caparros has served as a member of our Board of Directors since October 2022. Danièle has thorough experience in the fields of finance and operations. She began her career at PricewaterhouseCoopers (PwC), a multinational professional services and audit firm, as an auditor, also acquiring extensive experience in corporate finance with a focus on the chemical and pharmaceutical industries. In 1992, she joined the financial department of the Rhône-Poulenc-Rorer group, a French chemical and pharmaceutical company (which became Aventis and then Sanofi), within which she held important international responsibilities (CFO R&D worldwide, CFO Europe, Head of the Pharmaceutical Operations plan). She also developed expertise in business development and optimization of product portfolios. In 2008, she became Senior Advisor for Deloitte Conseil in France, a multinational professional services and audit firm, in order to support the development of the pharmaceutical industry and the health sector. To this end, she has assisted with numerous missions with a wide variety of clients (large and medium-sized pharma, biotech/medtech companies, scientific foundations, etc.) with a focus on issues of business transformation, governance and M&A. Danièle has held independent director responsibilities in several biotechs/medtechs. From 2015 to 2017, she was a member of the supervisory board and the audit committee of Diaxonhit, a publically traded French biotechnology company (which became Eurobio Scientific-listed on Euronext Growth). She chaired the audit committee of Supersonic Imagine, a French biotechnology company, until its takeover by the US Ho-logic group, a U.S. medical technology company, in 2019. Finally, from 2013 to June 2023, she was on the board of directors of ONXEO, a clinical-stage biotechnology company, (listed on Euronext, OMS Copenhagen and then Euronext Growth), where she chaired the audit committee and the board from May 2019 to July 2021. Ms. Guyot-Caparros is a graduate of ICN (Institut Commercial de Nancy) specializing in finance/accounting and also has a higher accounting degree. She also holds an independent director certificate issued by IFA-Sciences-Po. The Board of Directors believes that Ms. Guyot-Caparros’ profound experience in corporate finance allows her to make valuable contributions to the Board of Directors. Adora Ndu has served as a member of our Board of Directors since May 2021. Dr. Ndu has served as the Chief Regulatory Officer of BridgeBio Pharma Inc., a publicly traded U.S. biotechnology company, since January 2022, and its Chief Regulatory and Interim Legal Officer from September 2022 to September 2023. From January 2021 to January 2022, Dr. Ndu served as the Group Vice President and Head of Worldwide Research & Development, Strategy, Scientific Collaborations and Policy at BioMarin Pharmaceutical, Inc. (“BioMarin”), a publicly traded U.S. biotechnology company. She previously served in positions of increasing responsibility at BioMarin, as the Vice President, Regulatory Affairs, Policy, Research, Engagement & International from August 2019 to January 2021, Executive Director from September 2017 to July 2019 and Senior Director from February 2017 to September 2019. Prior to joining BioMarin, Dr. Ndu served in various roles at the U.S. Food and Drug Administration from 2008 to 2016, most recently as a Division Director in the Division of Medical Policy Development. Dr. Ndu has served as an adjunct lecturer with the Johns Hopkins University Masters in Biotechnology Enterprise and Entrepreneurship program since 2019. Dr. Ndu received a Doctor of Pharmacy from Howard University and a Juris Doctor from the University of Maryland Francis King Carey School of Law. Dr Ndu serves on the Board of Directors for Acadia Pharmaceuticals. The Board of Directors believes that Dr. Ndu’s extensive experience in the biopharmaceutical industry allows her to make valuable contributions to the Board of Directors. Julie O’Neill has served as a member of our Board of Directors since June 2017. From January 2015 to September 2018, Ms. O’Neill served as the Executive Vice President, Global Operations for Alexion Pharmaceuticals Inc. (“Alexion”), a U.S. pharmaceutical subsidiary of AstraZeneca. From 2014 to 2015, Ms. O’Neill was Senior Vice President of Global Manufacturing Operations and General Manager of Alexion Pharma International Trading, a subsidiary of Alexion. Prior to joining Alexion, Ms. O’Neill served in various leadership positions at Gilead Sciences, Inc., a U.S. publicly traded biopharmaceutical company, from 1997 to 2014 including Vice President of Operations and General Manager of Ireland from 2011 to 2014. Prior to Gilead Sciences, Ms. O’Neill held leadership positions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals, Inc., an Irish pharmaceutical company. She is a member of the boards of the National Institute for Bioprocessing Research & Training, ICON plc, an Irish publicly traded clinical research organization, Hookipa Pharma Inc., a U.S. publicly traded biotechnology company, Achilles Therapeutics plc, a British publicly traded biotechnology company, ILC Dover, LP, a U.S. engineering development and manufacturing company, and Advancion (formerly Angus Chemical Company), a U.S. global specialty and fine chemical company. From January 2019 to October 2019, Ms. O’Neill was engaged by us to serve as a consultant to support CMC activities, including our BLA resubmission for ViaskinTM Peanut. Ms. O’Neill received a Bachelor of Science in Pharmacy from University of Dublin, Trinity College and a Masters of Business Administration from University College Dublin Smurfit School of Business. The Board of Directors believes that Ms. O’Neill’s experience in the life sciences industry and her knowledge of corporate development matters allow her to make valuable contributions to the Board of Directors. Ravi M. Rao has served as a member of our Board of Directors since May 2021. Dr. Rao currently serves as the Chief Medical Officer at Sitryx Therapeutics and is a Venture Partner at SV Health Investors. He previously served as Chief Medical Officer at Oxford Biomedica from March 2022 to November 2023. He also was Head of R&D at Swedish Orphan Biovitrum and the Chief Medical Officer of Swedish Orphan Biovitrum AB, a global biopharmaceutical specialty company, from August 2020 to January 2022. From October 2019 to August 2020, Dr. Rao served as Chief Medical Officer of Aeglea Biotherapeutics Inc., a U.S. publicly traded clincal-stage company developing enzyme therapies for rare metabolic disease. Prior to that, from 2012 to October 2019, Dr. Rao was a Vice President at GlaxoSmithKline plc, a publicly traded British multinational pharmaceutical company. Dr. Rao received a Bachelor of Arts with Honors from the University of Cambridge, Gonville and Caius College, an MB.Chair from the University of Cambridge, a MRCP from the Royal College of Physicians, London, a CCST in Rheumatology from the General Medical Council, and a Ph.D. from Imperial College London. Dr. Rao was appointed in April 2024 as Independent Director of Autous, a Nasdaq-listed company. The Board of Directors believes that Dr. Rao’s experience in clinical development and medical affairs allows him to make valuable contributions to the Board of Directors. Continuing Directors:

  10. Board of Directors

    Daniel Tassé Daniel Tassé has served as Chief Executive Officer since November 2018 and as a member of our Board of Directors since March 2019. Mr. Tassé has served on the board of directors of Regenxbio Inc., a U.S. publicly traded biotechnology company, since 2016 and currently is Chair of Regenxbio Inc.’s compensation committee. From 2014 to 2021, Mr. Tassé served on the board of directors of Indivior plc, a British (London Stock Exchange) publicly traded specialty pharmaceutical company. While on the board of Indivior, Mr. Tasse has served as Lead Independent Director, Interim Chair and Chair of the Audit Committee. From 2018 to 2019, Mr. Tassé served on the board of directors of HLS Therapeutics, a Canadian publicly traded pharmaceutical company. From 2014 to 2019, Mr. Tassé served on the board of directors of Bellerophon Therapeutics, Inc., a U.S. publicly traded biotherapeutics company. From March 2016 to November 2018, Mr. Tassé served as the Chairman and Chief Executive Officer of Alcresta Therapeutics, Inc., a U.S. pediatric-focused rare disease biotechnology company. From January 2008 to April 2015, Mr. Tassé served as the Chairman and Chief Executive Officer of Ikaria, Inc., a U.S. company that develops drugs and devices for critically ill patients. In April 2015, Ikaria, Inc. was acquired by Mallinckrodt Pharmaceuticals. Mr. Tassé holds a B.Sc. in Biochemistry from Université de Montréal. Mr. Tasse is fluent in French and English. The Board of Directors believes that Mr. Tassé’s leadership and extensive experience in the pharmaceutical industry will allow him to drive us to the success of our objectives. Maïlys Ferrère has served as a member of our Board of Directors since June 2016 and previously served as a non-voting observer of our Board of Directors since our initial public offering on Euronext Paris in March 2012. Ms. Ferrère has served as a Director, Head of the Large Venture Investment Activity at Bpifrance, France’s public investment bank, since October 2013 and is affiliated with one of our significant shareholders. Ms. Ferrère serves as chief executive officer of Cornovum S.A. (Holding company without commercial activity). Ms. Ferrère served on the board of directors of Sequans Communications S.A., a publicly traded French designer, developer and supplier of cellular semiconductor solutions between June 2017 and June 2023. Ms. Ferrère served on the board of directors of Innate Pharma S.A., a French global oncology-focused biotech company, from 2017 to 2021. Ms Ferrère served on the board of Valneva S.A., a publicly traded French biotech company from 2016 to 2019 and then again since June 2022. Ms. Ferrère served on the board of directors at Gensight Biologics S.A., a French publicly traded biotechnology company, from 2016 to 2019. She graduated from Institut d’Etudes Politiques Paris and bachelor in Law, and began her career with the Internal Audi of Société Générale before working for multiple French banks between 1987 and 2009 mainly in the equity capital markets origination activity. The Board of Directors believes that Ms. Ferrère’s experience in the banking industry and her knowledge of capital markets allow her to make valuable contributions to the Board of Directors. Michael J. Goller has served as a member of our Board of Directors since October 2015. Mr. Goller is a Partner of Baker Bros. Advisors LP, a fund management company focused on long-term investments in life-sciences companies. Prior to joining Baker Brothers in 2005, Mr. Goller was an Associate of JPMorgan Partners, LLC, a private equity division of JPMorgan Chase & Co., where he focused on venture investments in the life sciences sector from 1999 to 2003. Mr. Goller began his career as an investment banker with Merrill Lynch and Co., an investment bank, from 1997 to 1999. Mr. Goller serves on the board of directors of BeiGene, Ltd., a Chinese publicly traded biotechnology company and Terremoto Biosciences, Inc., a U.S. biotechnology company. Mr. Goller served on the board of directors of Levo Therapeutics, a biotechnology company, from August 2017 to February 2019. Mr. Goller holds a B.S. in Molecular and Cell Biology from The Pennsylvania State University, and a Master’s in both Biotechnology at the School of Engineered and Applied Sciences and Business Administration at the Wharton School at the University of Pennsylvania. The Board of Directors believes that Mr. Goller’s experience in the life sciences industry and his knowledge of corporate development matters allow him to make valuable contributions to the Board of Directors. Michel de Rosen has served as a member of our Board of Directors since May 2018 and as Non-Executive Chairman of our Board of Directors since March 2019. Mr. de Rosen also serves on the board of directors of Forvia, a publicly traded French global automotive supplier, and previously served on the board of Pharnext SA, a publicly traded French biopharmaceutical company until 2022. Mr. de Rosen previously served on the board of directors of Idorsia Pharmaceuticals Ltd., a publicly traded Swiss biopharmaceutical company, from 2020 to 2021. Mr. de Rosen served as Chairman and Chief Executive Officer of Eutelsat, a publicly traded French satellite operator, from 2009 until his retirement in November 2017, Chairman and Chief Executive Officer of ViroPharma Incorporated, a U.S. biopharmaceutical company that was publicly traded prior to its acquisition by Shire plc, from 2000 to 2008, and Chairman and Chief Executive Officer of Rhone-Poulenc Santé, a French chemical and pharmaceutical company, from 1993 to 1999. He has also held numerous positions at the French Ministries of Finance, Defense, Industry and Telecommunication. Mr. de Rosen holds an M.B.A. from HEC and an M.B.A. from Ecole Nationale d’Administration. The Board of Directors believes that Mr. de Rosen’s extensive business experience in the biopharmaceutical industry and over 15 years’ experience in the United States will be instrumental to the success of our objectives. Timothy E. Morris has served as a member of our Board of Directors since March 2021. Mr. Morris served as Chief Financial Officer of Opthea Limited from October 2022 to October 2023. Previously he served as Chief Operating Officer and Chief Financial Officer of Humanigen, Inc, a publicly traded U.S. biopharmaceutical company, since August 2020. He previously served as the Chief Financial Officer of Iovance Biotherapeutics, Inc., a publicly traded U.S. biopharmaceutical company, from August 2017 to June 2020 and as the Chief Financial Officer and Head of Business Development of AcelRx Pharmaceuticals, Inc., a publicly traded U.S. specialty pharmaceutical company, from March 2014 to June 2017. Mr. Morris serves on the board of directors of Aquestive Therapeutics, Inc. (NASDAQ: AQST), Univercells SA, a Belgian biomanufacturing company, and Humanetics Corporation, a U.S. pharmaceutical company, and he previously served as a member of the board of directors of Humanigen, Inc. from June 2016 to August 2020. Mr. Morris is the sole member of Aacolade Pharma LLC. Mr. Morris previously served on the board of directors of PAION Inc., a subsidiary of PAION AG, a German publicly traded specialty pharmaceutical company. Mr. Morris received his BS in Business with an emphasis in Accounting from California State University, Chico, and is a Certified Public Accountant (Inactive). The Board of Directors believes that Mr. Morris’ extensive operational experience with public companies in the biopharmaceutical industry, particularly in the areas of finance and corporate development, allows him to make valuable contributions to the Board of Directors.

  11. Board of Directors

    Daniel B. Soland has served as a member of our Board of Directors since March 2015. Mr. Soland previously served as Senior Vice President and Chief Operating Officer of Idera Pharmaceuticals, Inc., a publicly traded U.S. biopharmaceutical company, from January 2021 until October 2022. Mr. Soland also served as Senior Vice President and Chief Operating Officer of ViroPharma Incorporated, a U.S. biopharmaceutical company that was publicly traded prior to its acquisition by Shire plc, from March 2008 to December 2014, and currently serves on the board of directors of Acadia Pharmaceuticals Inc., a publicly traded U.S. biopharmaceutical company, since 2015 and previously on the board of directors of Kalvista Pharmaceuticals, Inc., a publicly traded U.S. pharmaceutical company from 2019 to 2022. In addition to his role at ViroPharma Incorporated, where he helped build the organizational and commercial infrastructure that resulted in an 11-fold increase in ViroPharma Incorporated’s share price during his tenure, Mr. Soland previously served as President of Chiron Vaccines, a pharmaceutical company, from 2005 to 2006 and helped engineer a turnaround that contributed to Chiron’s acquisition by Novartis. Prior to then, he served as President and Chief Executive Officer of EpiGenesis Pharmaceuticals from 2002 to 2005. At GlaxoSmithKline Biologicals, a subsidiary of GlaxoSmithKline plc, a British global healthcare company, Mr. Soland served as Vice President and Director, Worldwide Marketing Operations from 1993 to 2002. Earlier in his career, Mr. Soland held positions of increasing responsibility in sales and product management at Pasteur-Merieux’s Connaught Laboratories. He holds a B.S. in Pharmacy from the University of Iowa. The Board of Directors believes that Mr. Soland’s extensive executive and management experience in the pharmaceutical industry worldwide, notably at various senior commercial operations positions, allow him to make valuable contributions to the Board of Directors. There are no family relationships between or among any of our continuing directors or director nominees. The principal occupation and employment during the past five years of each of our directors and nominee was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors or nominee and any other person or persons pursuant to which he or she is to be selected as a director or nominee. There are no legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

  12. Directors Compensation

    Directors Compensation Please refer to Annex B and Annex C for information regarding director compensation.

  13. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees As set out in the charter of the Board of Directors, the Nominating Committee works with the Board of Directors to determine periodically, as appropriate, to the extent permitted or required under applicable laws, the qualifications, expertise and characteristics of the Board of Directors, including such factors as business experience and diversity of gender, race, ethnicity, nationality, differences in professional background, education, skill, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. The Nominating Committee evaluates each individual in the context of the membership of the Board of Directors as a group, with the objective of having a board that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of background and experience across various areas. Each director should be an individual of high character and integrity. In determining whether to recommend a director for re-election, the Nominating Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board of Directors and the Company and other relevant qualifications and characteristics. Each director must ensure that other existing and anticipated future commitments do not materially interfere with the members’ service as a director.

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to or earned by (i) our Chief Executive Officer (principal executive officer, PEO), (ii) the two most highly compensated executive officers other than the PEO for the year ended December 31, 2023, and (iii) an individual who would have been among the Company’s two most highly compensated executive officers, other than the PEO, but for the fact that such individual was not serving as an executive officer at the end of fiscal year 2023, or collectively, the named executive officers. For the year ended December 31, 2023, our named executive officers were: Daniel Tassé, our Chief Executive Officer and Director; Virginie Boucinha, our Chief Financial Officer; Dr. Pharis Mohideen, our Chief Medical Officer; Sébastien Robitaille, our former Chief Financial Officer.

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary $ | Stock Awards (1) $ | Option Awards (1) ($) | Non-Equity Incentive Plan Compensation $ | All Other Compensation $ | Total (2) $ | | Daniel Tassé | 2023 | 600,000 | — | 1,084,783 | 600,000 | 119,703(5) | 2,404,486 | | Chief Executive Officer and Director | 2022 | 600,000 | — | 1,717,835 | 456,000 | 13,805(6) | 2,787,640 | | Virginie Boucinha | 2023 | 49,538(4) | 151,395 | 33,693 | — | — | 234,627 | | Chief Financial Officer | 2022 | — | — | — | — | — | — | | Pharis Mohideen | 2023 | 540,750 | 62,066 | 288,053 | 222,356 | 166,293(7) | 1,279,518 | | Chief Medical Officer | 2022 | 515,000 | 93,243 | 258,444 | 210,120 | — | 1,076,807 | | Sébastien Robitaille (3) | 2023 | 248,705 | 35,000 | — | 95,581 | — | 344,286 | | Former Chief Executive Officer | 2022 | 237,452 | 20,386 | 146,077 | 97,713 | — | 501,628 |

  16. Summary Compensation Table

    | (1) The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of each award computed in accordance with ASC Topic 718. For information regarding the assumptions used in determining the fair value of an award, please refer to Note 12 of our Annual Report on Form 10-K as filed with the SEC on March 7, 2024. |

  17. Summary Compensation Table

    | (2) Amounts relating to base salary and equity incentive plan compensation in 2022 have been converted from euros to U.S. dollars at a rate of €1.00 = $1.0813, which represents the average exchange rate for the year ended December 31, 2023, and amounts relating to non-equity incentive plan compensation have been converted from euros to U.S. dollars at a rate of €1.00 = $1.087, which represents the BCE fixing exchange rate on January 5, 2023 (date of approval by the Board meeting of this compensation). |

  18. Summary Compensation Table

    | (3) Mr. Robitaille joined the Company on September 1st, 2015, and his employment agreement provided an annual salary of $248,705. Mr. Robitaille served as CFO until November 17th, 2023. |

  19. Summary Compensation Table

    | (4) Ms. Boucinha joined the Company on November 6, 2023. While her base salary is $295,000, she only received a total of $45,814 for the duration of her employment in 2023. |

  20. Summary Compensation Table

    | (5) Includes $50,750 in Company contributions to benefit plans, $37,457 in life insurance premiums, $30,512 in tax gross-up payments or reimbursements, and $984 in commuting expenses. |

  21. Summary Compensation Table

    | (6) Includes $19,562 in tax gross-up payments or reimbursements. (7) |

  22. Summary Compensation Table

    | (7) Includes $45,643 in Company contributions to benefit plans, $38,897 in life insurance premiums, and $81,753 in commuting expenses. |

  23. Outstanding Equity Awards at Fiscal Year End 2023

    Outstanding Equity Awards at Fiscal Year End 2023

  24. Outstanding Equity Awards at Fiscal Year End 2023

    | | | Option Awards (1) | | | | | Stock Awards | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable (1) | Option exercise price (2) | | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested (3) | | Daniel Tassé | 11/29/18 | 350,000(4) | — | 30.02 | € | 11/29/28 | — | — | | | 05/24/19 | 150,000(4) | — | 16.99 | € | 05/24/29 | — | — | | | 11/24/20 | 205,500 | 68,500 | 4.16 | € | 11/24/30 | — | — | | | 11/22/21 | 137,000 | 137,000 | 5.87 | € | 11/22/31 | — | — | | | 11/21/22 | 191,097 | 573,289 | 3.00 | € | 11/21/32 | | | | | 11/20/23 | — | 809,672 | 2.00 | € | 11/20/33 | | | | Virginie Boucinha | 11/20/23 | — | 113,000 | 2 | € | 11/20/33 | 19,000(1) | | | Pharis Mohideen | 07/22/19 | — | 75,000(4) | 17.90 | € | 07/22/29 | — | — | | | 11/24/20 | 71,550 | 23,850 | 4.16 | € | 11/24/30 | 3,877(1) | $7,844 | | | 11/22/21 | 47,700 | 47,700 | 5.87 | € | 11/22/31 | 4,351(1) | $8,803 | | | 07/29/22 | 37,500 | 62,500 | 4.72 | € | 07/29/32 | 6,250(1) | $12,645 | | | 11/21/22 | 28,750 | 86,250 | 3.00 | € | 11/21/32 | 17,500(1) | $26,555 | | | 11/20/23 | | 215,000 | 2.00 | € | 11/20/33 | 35,000(1) | $70,814 | | Sébastien Robitaille (5) | 11/24/20 | 25,500 | — | 4.16 | € | 11/24/30 | | | | | 11/22/21 | 12,750 | — | 5.87 | € | 11/22/31 | | |

  25. Outstanding Equity Awards at Fiscal Year End 2023

    | (1) The staggered vesting for the stock and option awards until November 2022 is as follows: 25% of the shares subject to each option vest 12 months after grant, with the remaining shares vesting in six equal semi-annual installments thereafter, subject to each option holder’s continued service through each such vesting date. |

  26. Outstanding Equity Awards at Fiscal Year End 2023

    As of November 2022, the staggered vesting of stock and option awards has changed, with a 4-year grant, and 25% vested each year.

  27. Outstanding Equity Awards at Fiscal Year End 2023

    | (2) Exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants. |

  28. Outstanding Equity Awards at Fiscal Year End 2023

    | (3) Determined by reference to €1.831, the closing price per Ordinary Share on Euronext Paris on December 31, 2023, and an applicable exchange rate of €1.00 = $1.105, which represents the exchange rate as of December 31, 2023. |

  29. Outstanding Equity Awards at Fiscal Year End 2023

    | (4) The vesting of these options is not similar to the vesting described in footnote (1), but subject to the achievement of clinical development-related performance conditions. |

  30. Outstanding Equity Awards at Fiscal Year End 2023

    | (5) According to the terms of the stock and options plans and his separation agreement, Mr. Robitaille lost his rights to the vesting of the last tranches of the November 24, 2020 and November 22, 2021 options awards, and the vesting of the November 21, 2022 options award. Mr. Robitaille has 15,000 vested shares granted by the June 22, 2018 stock plan and 20,000 vested shares granted under the July 31, 2019 stock plan (due to waiver of the performance condition and holding period provided for in the plans rules). |

  31. Pay vs. Performance

    Pay vs. Performance As required by Item 402(v) of SEC Regulation S-K, the following table, footnotes, and discussion provide “Pay versus Performance” information for the last three fiscal years. The information provided below was not considered by the Compensation Committee in structuring or determining compensation for our NEOs. Please refer to the Executive Compensation section of this Proxy Statement for more information regarding our executive compensation program.

  32. Pay vs. Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return | Net Income | | | 2023 | $2,404,486 | $942,122 | $640,797 | $391,144 | $42.64 | ($ | 72,710,000) | | 2022 | $2,787,640 | $2,948,035 | $789,218 | $905,323 | $72.56 | ($ | 96,274,000) | | 2021 | $2,430,966 | $1,359,738 | $904,435 | $628,617 | $70.55 | ($ | 97,809,000) |

  33. Pay vs. Performance

    | (1) The dollar amounts reported in this column are the amounts of total compensation reported for Daniel Tasse (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |

  34. Pay vs. Performance

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Daniel Tasse, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Daniel Tasse during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments summarized in the table below were made to Daniel Tasse’s total compensation for each year to determine the compensation actually paid: |

  35. Pay vs. Performance

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | | 2023 | $1,289,764 | ($ | 1,363,237) | $0 | ($ | 304,108) | $0 | $0 | ($ | 377,581) | | 2022 | $1,994,291 | ($ | 51,754) | $0 | ($ | 64,306) | $0 | $0 | | 1,878,230 | | 2021 | $680,875 | ($ | 546,627) | $0 | | 86,359 | $0 | $0 | | 220,608 |

  36. Pay vs. Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2022 and 2021 are Pharis Mohideen. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2023 are Virginie Boucinha and Pharis Mohideen. |

  37. Pay vs. Performance

    “The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. The dollar amounts for 2021 and 2022 have been updated from those presented in the prior proxy filing. Last year, two awards to Mr. Sebastien Robitaille were considered vested before 2021 based on their time-based service requirements. This year, unmet performance-based service requirements are also being considered for those awards, with the impact reflected in the “year over year change in fair value of outstanding and unvested equity awards.” In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid:

  38. Pay vs. Performance

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | | 2023 | $210,150 | ($ | 118,195) | $0 | ($ | 29,431) | ($ | 112,455) | $0 | ($ | 49,930) | | 2022 | $418,543 | ($ | 22,770) | $0 | ($ | 20,593) | | 0 | $0 | | 375,180 | | 2021 | $206,681 | ($ | 120,035) | $0 | | 27,281 | | 0 | $0 | | 113,927 |

  39. Pay vs. Performance

    The below charts present the Compensation Actually Paid (“CAP”) over the three-year period ended December 31, 2023, against trends in the Company’s Total Shareholder Return (“TSR”) and net income results over the same period.

  40. Agreements with Our Directors and Executive Officers

    Agreements with Our Directors and Executive Officers Employment and Consulting Arrangements Daniel Tassé. In November 2018, we entered into an executive agreement (as French “mandataire social”) with Mr. Daniel Tassé, our current Chief Executive Officer. He is entitled to an annual base salary. Mr. Tassé is also eligible to receive equity grants as our Board of Directors may determine and to participate in our bonus plan. In December 2018, our Board of Directors fixed the performance criteria in the event of termination of Mr. Daniel Tassé’s duties as our Chief Executive Officer. He will benefit from a severance package if all the following objectives are achieved: (i) Viaskin Peanut is approved in a major market; (ii) an EPIT pipeline with three ongoing clinical trials is built; and (iii) six months cash runway is achieved, as defined by the last quarter of spend on the day of severance. Compliance with these performance conditions will be established by our Board of Directors prior to any payment. In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of: (i) 18 months of Mr. Tassé’s base salary and (ii) the target bonus at a 100% achievement level. In case of termination without “cause” or for “good reason” outside of a change of control, the severance benefits will get paid out over a 12-month period. In case of termination without “cause” or for “good reason” in connection with a change of control, those same amounts will be paid in a lump sum. Virginie Boucinha. In November 2023, we entered into an employment agreement with Ms. Boucinha, our current Chief Financial Officer. Ms. Boucinha is entitled to an annual base salary. Ms. Boucinha is also eligible to receive equity grants as our board may determine and to participate in our bonus plan. Dr. Pharis Mohideen. In July 2019, we entered into an employment agreement with Dr. Mohideen, our Chief Medical Officer. Dr. Mohideen is entitled to an annual base salary. Dr. Mohideen is also eligible to receive equity grants as our board may determine and to participate in our bonus plan. In the event of termination “without cause” or for “good reason,” we will pay an amount equal to the sum of 12 months of Dr. Mohideen’s base salary. In case of termination without “cause” or for “good reason” outside of a change of control, the severance benefits will get paid out over a 12-month period. In case of termination without “cause” or for “good reason” in connection with a change of control, Dr. Mohideen will be paid in an amount equal to the sum of: (i) 12 months of Dr. Mohideen’s base salary and (ii) the target bonus at a 100% achievement level. Director and Executive Officer Compensation See “Board of Directors and Corporate Governance” and “Executive Compensation” for information regarding compensation of directors and executive officers. Equity Awards See “Board of Directors and Corporate Governance” and “Executive Compensation” for further information regarding equity awards to directors and executive officers. Bonus Plans All our executive officers are entitled to a bonus ranging between 50% and 150% based on yearly objectives determined by our Board of Directors upon recommendation of our Compensation Committee. Indemnification Agreements We intend to enter into indemnification agreements with each of our directors and executive officers. See “Executive Compensation—Limitations on Liability and Indemnification Matters” above. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

  41. Part 1

    | Director | Fees Earned or Paid in Cash ($) (1) | Warrant awards ($) (2) | All other compensation ($) | Total ($) | | Michel de Rosen | $10,813 | $0 | $0 | $10,813 | | Daniel Tassé | $0 | $0 | $0 | $0 | | Daniele Guyot-Caparros | $118,941 | $0 | $0 | $118,941 | | Maïlys Ferrère (3) | $0 | $0 | $0 | $0 | | Michael J. Goller | $113,535 | $0 | $0 | $113,535 | | Timothy E. Morris | $113,535 | $0 | $0 | $113,535 | | Adora Ndu | $113,535 | $0 | $0 | $113,535 | | Julie O’Neill | $113,535 | $0 | $0 | $113,535 | | Ravi M. Rao | $113,535 | $0 | $0 | $113,535 | | Daniel B. Soland | $113,535 | $0 | $0 | $113,535 |