DEF 14A of Biomea Fusion, Inc.
Filed Apr 26, 2024 · FY20230001193125-24-117942
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS Our board of directors currently consists of seven members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are currently divided as follows:
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS
| • | the Class I directors are Bihua Chen, Elizabeth Faust, Ph.D. and Sumita Ray, J.D., and their terms will expire at the annual meeting of stockholders to be held in 2025; |
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS
| • | the Class II directors are Rainer (Ramses) Erdtmann and Eric Aguiar, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2026; and |
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS
| • | the Class III directors are Thomas Butler and Michael J. M. Hitchcock, Ph.D., and their terms will expire at the Annual Meeting. |
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS
Upon the expiration of the term of a class of directors, directors in that class will generally be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed from office at any time, but only for cause by the affirmative vote of the holders of at least two thirds (2/3rds) of the voting power of all of the then outstanding shares entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated each of Thomas Butler and Michael J. M. Hitchcock, Ph.D. for election as a Class III director at the Annual Meeting. Mr. Butler and Dr. Hitchcock are currently directors. Each of the nominees has indicated a willingness to serve, or continue to serve, as applicable, as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our board of directors. Our corporate governance guidelines provide that the nominating and corporate governance committee of our board of directors, in recommending director candidates for election to our board of directors, and our board of directors, in nominating director candidates, will consider candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. Although the nominating and corporate governance committee does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the board of directors, the nominating and corporate governance committee and the full board of directors are committed to creating a board of directors with diversity, including diversity of expertise, experience, background and gender, and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches.
Nominees for Election as Class III Directors
Nominees for Election as Class III Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and age as of April 22, 2024.
Nominees for Election as Class III Directors
| Name | Positions and Offices Held with Biomea Fusion, Inc. | Director Since | Age | | Thomas Butler | Chief Executive Officer, Chairman of the Board and Director | 2017 | 43 | | Michael J.M. Hitchcock | Director | 2021 | 74 |
Nominees for Election as Class III Directors
Thomas Butler co-founded Biomea Fusion in August 2017 and has served as our Chief Executive Officer and as a member of our board of directors since August 2017 and as Chairman of our board of directors since April 2021. He has also been a Managing Member of Point Sur Investors LLC, a biotechnology investment fund, since January 2016. From 2013 to 2015, Mr. Butler was Senior Manager of Investor Relations at Pharmacyclics Inc., which was acquired by AbbVie Inc. (NYSE: ABBV) in May 2015. Prior to joining Pharmacyclics, Mr. Butler was a medicinal chemist at Gilead Sciences, Inc (Nasdaq: GILD), a public company engaging in novel drug design and drug development of HCV polymerase and protease inhibitors, from 2007 to 2013. Mr. Butler holds a B.S. in Chemistry from California State University, Chico, an M.B.A. from the University of California, Los Angeles, and an M.S. in Organic Chemistry from the University of California, Santa Barbara. We believe that Mr. Butler is qualified to serve on our board of directors due to the valuable expertise and perspective he brings in his capacity as a co-founder and our Chief Executive Officer and because of his extensive experience and knowledge of our industry. Michael J. M. Hitchcock, Ph.D. (Mick) has served as a member of our board of directors since March 2021. Dr. Hitchcock is currently Adjunct Professor of Microbiology at UNR Medical School, a position in which he has served since July 2016. He is also on the Board and a Founder of Renogenyx, a small biotech company focused on FSHD. Dr Hitchcock’s career in pharmaceutical research and development initially began with Bristol-Myers Squibb (NYSE: BMY), where he served in several infectious disease research and project planning roles from 1980 through 1993. He joined Gilead Sciences, Inc. (Nasdaq: GILD) in 1993 and during his 27 years with Gilead, he held a variety of positions, including vice president roles with responsibility for project and portfolio management, alliance management, strategic planning, medical affairs and specific areas of research. He also served as Senior Advisor at Gilead from 2009 through November 2019. During his career, he was involved in the development and commercialization of a number of anti-infective agents, primarily antivirals (tenofovir, adefovir, cidofovir, elvitegravir, oseltamivir, stavudine, didanosine) for treatment of HIV, HBV, influenza, CMV and other viral diseases. Dr. Hitchcock holds a Ph.D. in microbiology from the University of Melbourne, Australia and B.Sc. and M.Sc. degrees in biochemistry from the University of Manchester Institute of Science and Technology, England. He also conducted post-doctoral research at Georgetown University and the National Institutes of Health prior to joining industry. We believe that Dr. Hitchcock is qualified to serve on our board of directors due to his medical background and his extensive management experience with biotechnology and pharmaceutical companies.
Directors Continuing in Office
Directors Continuing in Office The following table identifies our continuing directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 22, 2024.
Directors Continuing in Office
| Name | Positions and Offices Held with Biomea Fusion, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | | Bihua Chen | Director | 2020 | Class I—2025 | 55 | | Elizabeth Faust, Ph.D. | Director | 2022 | Class I—2025 | 59 | | Sumita Ray, J.D. | Director | 2021 | Class I – 2025 | 50 | | Rainer (Ramses) Erdtmann | President, Chief Operating Officer and Director | 2017 | Class II—2026 | 60 | | Eric Aguiar,M.D. | Director | 2021 | Class II—2026 | 62 |
Class I Directors (Term Expires at 2025 Annual Meeting)
Class I Directors (Term Expires at 2025 Annual Meeting) Bihua Chen has served as a member of our board of directors since December 2020. Ms. Chen is the founder of Cormorant Asset Management, LP, an investment firm focused on innovative biotechnology, medical technology and life science companies, and has managed Cormorant’s hedge fund, as well as its private equity funds since its founding in February 2013. Prior to founding Cormorant, from 2005 to 2010, Ms. Chen served as a sub-adviser to Millennium Management LLC, a multi-strategy hedge fund. Previously, from 2001 to 2002, Ms. Chen was a healthcare analyst and sector portfolio manager for investment advisor American Express Asset Management. Ms. Chen also served as a portfolio manager for the Asterion Life Science Fund from 2001 to 2002, an equity analyst and portfolio manager for Bellevue Research from 2000 to 2001 and an equity analyst for Putnam Investments from 1998 to 2001. Ms. Chen served on the board of directors of Erasca, Inc. (Nasdaq: ERAS), a public biotechnology company from March 2021 through August 2023. From August 2020 to April 2022, Ms. Chen served as the Chief Executive Officer and Chairman of the board of directors of Helix Acquisition Corp., a publicly traded biotechnology special purpose acquisition company that entered into a business combination with MoonLake Immunotherapeutics AG (Nasdaq: MLTX) in April 2022. Ms. Chen holds a B.S. in Genetics and Genetic Engineering from Fudan University, Shanghai, China, an M.S. in Molecular Biology from the Graduate School of Biomedical Science at Cornell Medical College and an M.B.A. from the Wharton School of Business. We believe that Ms. Chen is qualified to serve on our board of directors due to her demonstrated leadership in her field, her experience as a board member of biotechnology and pharmaceutical companies and her experience as an investor in life sciences companies. Elizabeth Faust, Ph.D. has served on our board of directors since June 2022. Dr. Faust has been a principal and owner at Faust Consulting LLC, a biotech and pharmaceutical consulting company, since January 2018. From December 2019 to August 2020, she also served as executive vice president at Tricida, Inc. (Nasdaq: TCDA), a public pharmaceutical company. Prior to that, from January 2016 to July 2018, she was vice president of medical affairs at Kite Pharma, a Gilead Company (Nasdaq: GILD). From March 2013 to November 2015, she was vice president of medical affairs at Pharmacyclics, Inc. (Nasdaq: PCYC), which was acquired by AbbVie Inc. (NYSE: ABBV). Prior to that, she was vice president of clinical research sciences at Celgene (Nasdaq: CELG), which was acquired by Bristol-Myers Squibb (NYSE: BMY) in November 2019. Dr. Faust holds a B.S. in Microbiology from Auburn University, a M.A. in biology at University of California, Riverside and a Ph.D. in microbiology and molecular Genetics at UCLA. We believe that Dr. Faust is qualified to serve on our board of directors due to her science background and her extensive experience working with biotechnology and pharmaceutical companies. Sumita Ray, J.D. has served as a member of our board of directors since June 2021. Ms. Ray currently serves as Chief Legal, Compliance & Administrative Officer and Corporate Secretary at Vaxxinity (Nasdaq: VAXX), a public biotechnology company, a position she has held since October 2023. Prior to this, Ms. Ray held the position of Chief Legal, Compliance & Administrative Officer and Corporate Secretary at Instil Bio, Inc. (Nasdaq: TIL), a public biotechnology company where she served in the role from April 2022 to June 2023. Ms. Ray is also the principal and sole member of FifthRay Consulting, LLC, a consulting company for life science companies, since its founding in November 2015. Previously, from September 2017 to April 2022, she served as Chief Legal & Administrative Officer, overseeing the Legal, Compliance, Human Resources, IT and Facilities functions of Calithera Biosciences, Inc., a public biotechnology company. Prior to joining Calithera, she served as Chief Compliance Officer and Associate General Counsel, Head of Healthcare and Regulatory Law at Pharmacyclics, Inc. (Nasdaq: PCYC), which was acquired by AbbVie Inc. (NYSE: ABBV) in May 2015, where she supported the company through the global approval and launch of Imbruvica in multiple indications from April 2013 to November 2015. Previously, Ms. Ray served as Head of BioNeurology & Regulatory Law Group at Elan Pharmaceuticals, Corporate Counsel, Commercial Law Group at Genentech, Inc. and Corporate Counsel at AstraZeneca (Nasdaq: AZN). Ms. Ray serves also on the Advisory Board of BioTrillion, a healthtech startup developing digital biomarkers for disease detection. Ms. Ray started her career as a pharmaceutical and products liability litigator at Montgomery, McCracken, Walker and Rhoads LLP. Ms. Ray holds a J.D. from Temple University School of Law and a B.S. in Microbiology from the University of Arizona. She has more than 20 years of expertise in FDA regulatory law, global health care law and compliance, brand support, product launches, collaborations and alliances. We believe that Ms. Ray is qualified to serve on our board of directors due to her demonstrated leadership in her field and her experience as an officer of biotechnology and pharmaceutical companies.
Class II Directors (Term Expires at 2026 Annual Meeting)
Class II Directors (Term Expires at 2026 Annual Meeting) Rainer (Ramses) Erdtmann co-founded Biomea Fusion in August 2017 and has served as our President and as a member of our board of directors since August 2017, and as Chief Operating Officer since February 2021. He has also been a Managing Member of Point Sur Investors LLC, a biotechnology investment fund, since January 2016. From 2008 to 2016, he held a number of leadership roles at Pharmacyclics, Inc., which was acquired by AbbVie Inc. (NYSE: ABBV) in May 2015, including as the Principal Financial and Accounting Officer, and most recently, Executive Vice President of Corporate Affairs. Prior to joining Pharmacyclics, Mr. Erdtmann founded the asset management firm United Properties Immobilien and Anlagen GmbH and Oxygen Investments, LLC, which he ran from its founding in 1995 to 2009. From 1992 to 1995, Mr. Erdtmann worked at Commerzbank, Germany, where he was an investment banker and portfolio manager for institutional international accounts. Mr. Erdtmann previously served on the boards of directors of Summit Therapeutics, Inc. (Nasdaq: SMMT), a public biotechnology company, and PolarityTE, Inc. (Nasdaq: PTE), a public biotechnology and regenerative biomaterials company. Mr. Erdtmann holds a Diplom Kaufmann degree in Finance and Banking from the Westfaelische Wilhelms Universität of Muenster, Germany. We believe that Mr. Erdtmann is qualified to serve on our board of directors due to his perspective, experience and leadership as a co-founder and the President of our company. Eric Aguiar, M.D. has served as a member of our board of directors since December 2020. Dr. Aguiar has been a partner at Aisling Capital, a healthcare-focused venture fund, since January 2016. Prior to Aisling Capital, from October 2007 to December 2015, he was a partner at Thomas, McNerney and Partners, a healthcare venture capital and growth equity fund. From 2001 to 2007, Dr. Aguiar was Managing Director of HealthCare Ventures, a healthcare-focused venture capital firm. Previously, Dr. Aguiar was Chief Executive Officer of Genovo, Inc., a privately held biopharmaceutical company, from 1998 to 2000. Dr. Aguiar has served on the board of directors of Invitae Corporation (Nasdaq: NVTA) since February 2015 and BridgeBio Pharma, Inc. (Nasdaq: BBIO) since June 2019, both public pharmaceutical companies. Dr. Aguiar previously served on the boards of directors of numerous public life sciences companies, including Biohaven Pharmaceuticals, Inc. (Nasdaq: BHVN), which was acquired by Pfizer, Inc. in October 2022, and Eidos Therapeutics, Inc. (Nasdaq: EIDX) (prior to its merger with BridgeBio Pharma, Inc. (Nasdaq: BBIO) in January 2021). Dr. Aguiar also serves on the board of directors of privately-held Garuda Therapeutics, Inc. and previously served on the board of directors of Oriel Therapeutics, Inc. (prior to its acquisition by Novartis AG (NYSE: NVS)). Dr. Aguiar is a member of the Council on Foreign Relations. Dr. Aguiar holds a B.A. in College Scholar from Cornell University and an M.D. from Harvard Medical School, and is a Chartered Financial Analyst. We believe that Dr. Aguiar is qualified to serve on our board of directors due to his medical background and his extensive experience as an investor in biotechnology and pharmaceutical companies. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified 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 and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us. PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS BIOMEA FUSION, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 Biomea’s stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Deloitte & Touche LLP as Biomea’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Deloitte & Touche LLP has served as Biomea’s independent registered public accounting firm since 2020. The audit committee is solely responsible for selecting Biomea’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Stockholder approval is not required to appoint Deloitte & Touche LLP as Biomea’s independent registered public accounting firm. However, the board of directors believes that submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Deloitte & Touche LLP. If the selection of Deloitte & Touche LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Biomea and its stockholders. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders. Biomea incurred the following fees from Deloitte & Touche LLP for the audit of the financial statements and for other services provided during the years ended December 31, 2023 and 2022.
Class II Directors (Term Expires at 2026 Annual Meeting)
| | 2023 | 2022 | | Audit fees (1) | $1,065,369 | $1,000,605 | | Audit-Related fees (2) | $0 | $0 | | Tax fees (3) | $0 | $0 | | All other fees (4) | $1,895 | $1,895 | | Total fees | $1,067,264 | $1,002,500 |
Class II Directors (Term Expires at 2026 Annual Meeting)
| (1) Audit fees consist of fees billed for the audit of our annual financial statements, the review of our interim financial statements included in our quarterly reports on Form 10-Q, and services in connection with the Company’s securities offerings, including registration statements, responding to SEC comment letters, comfort letters and consents. |
Class II Directors (Term Expires at 2026 Annual Meeting)
| (2) Audit-related fees consist of services that are reasonably related to the performance of the audit or review of our financial statements. There were no such fees incurred in 2023 or 2022. |
Class II Directors (Term Expires at 2026 Annual Meeting)
| (3) Tax Fees consist of fees for tax compliance, advice and tax planning and includes fees for tax return preparation. There were no such fees incurred in 2023 or 2022. |
Class II Directors (Term Expires at 2026 Annual Meeting)
| (4) This category consists of fees for all other services, including software subscription fees, that are not reported above. |
Compensation Committee
| • | reviewing and recommending to the board of directors the compensation of our directors; |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during fiscal year 2023. Other than as set forth in the table below, we did not pay any compensation, make any additional equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in fiscal year 2023. Directors who also serve as employees received no additional compensation for their service as directors. During fiscal year 2023, Mr. Butler, our Chief Executive Officer, and Mr. Erdtmann, our President and Chief Operating Officer, were each a member of our board of directors, as well as employees, and received no additional compensation for their services as a director. See the section titled “2023 Summary Compensation Table” for more information about Mr. Butler’s compensation, an NEO, in fiscal year 2023. Mr. Erdtmann was an executive officer, but not an NEO, for fiscal year 2023.
2023 Director Compensation Table
2023 Director Compensation Table
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation | Total ($) | | Eric Aguiar, M.D. (2) | 70,000 | 184,801 | — | 254,801 | | Bihua Chen (3) | 44,000 | 184,801 | — | 228,801 | | Elizabeth Faust, Ph.D. (4) | 37,187 | 184,801 | — | 221,988 | | Michael J. M. Hitchcock, Ph.D. (5) | 56,500 | 184,801 | — | 241,301 | | Sumita Ray, J.D. (6) | 50,500 | 184,801 | — | 235,301 |
2023 Director Compensation Table
| (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2023 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“FASB ASC 718”). Such grant date fair values do not take into account any estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 6 to our financial statements included in our 2023 Annual Report. These amounts do not reflect the actual economic value that may be realized by the directors upon the exercise of the stock options or the sale of the common stock underlying such stock options. |
2023 Director Compensation Table
| (2) All cash payments to Dr. Aguiar were made payable to Aisling Capital Management, LP. Dr. Aguiar held stock options to purchase an aggregate of 59,767 shares of common stock as of December 31, 2023. |
2023 Director Compensation Table
| (3) All cash payments to Ms. Chen were made payable to Cormorant Global Healthcare Master Fund, LP and Cormorant Private Healthcare Fund III, LP. Ms. Chen held stock options to purchase an aggregate of 59,767 shares of common stock as of December 31, 2023. |
2023 Director Compensation Table
| (4) All cash payments to Dr. Faust were made payable to Faust Consulting LLC. Dr. Faust held stock options to purchase an aggregate of 52,744 shares of common stock as of December 31, 2023. |
2023 Director Compensation Table
| (5) Dr. Hitchcock held stock options to purchase an aggregate of 59,767 shares of common stock as of December 31, 2023. |
2023 Director Compensation Table
| (6) All cash payments to Ms. Ray were made payable to FifthRay Consulting, LLC. Ms. Ray held stock options to purchase an aggregate of 70,041 shares of common stock as of December 31, 2023. |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Pursuant to our Non-Employee Director Compensation Policy, our non-employee directors are eligible to receive the following annual cash retainers:
Non-Employee Director Compensation Policy
| Board Service | Annual Retainer | | Non-Employee Director: | $35,000 | | | Additional Annual Retainer | | Independent Chair: | $30,000 | | Lead Independent Director: | $15,000 | | Committee Service | Additional Annual Retainer | | Annual service as member of the audit committee (other than chair) | $7,500 | | Annual service as chair of the audit committee | $15,000 | | Annual service as member of the compensation committee (other than chair) | $5,000 | | Annual service as chair of the compensation committee | $10,000 | | Annual service as member of the nominating and corporate governance committee (other than chair) | $4,000 | | Annual service as chair of the nominating and corporate governance committee | $8,000 |
Non-Employee Director Compensation Policy
Our policy also provides that, upon initial election or appointment to our board of directors, each non-employee director will automatically be granted an option to purchase that number of shares of our common stock that have a Black-Scholes Value equal to $360,000, rounded down to the nearest whole share, referred to herein as the Initial Grant. The Initial Grant will vest as to 1/36th of the shares subject thereto on each monthly anniversary of the date of grant, subject to the non-employee director continuing in service to the Company and its subsidiaries through each vesting date. Furthermore, our policy provides that, on the date of each of our annual meeting of stockholders, each non-employee director who will continue as a non-employee director following such meeting will automatically be granted an annual option to purchase that number of shares of our common stock that have a Black-Scholes Value equal to $185,000, rounded down to the nearest whole share, referred to herein as the Annual Grant. The Annual Grant will vest in full upon the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the annual meeting that occurs following the date of grant, subject to the non-employee director continuing in service to the Company and its subsidiaries through such vesting date. Each such grant will vest in full immediately prior to the occurrence of a change in control, subject to the non-employee director continuing in service to the Company and its subsidiaries through such time. The Company reimburses each non-employee director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such non-employee director in the performance of his or her duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as in effect from time to time. Employee directors will receive no additional compensation for their service as a director. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period cannot exceed $750,000.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table presents the total compensation awarded to, earned by or paid to each of our NEOs for the years indicated, for services rendered to us in all capacities.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Thomas Butler Chief Executive Officer and Chairman of the Board | 2023 | $609,235 | $341,172 | $— | $1,756,903 | $— | $2,707,309 | | | 2022 | $583,000 | $338,140 | $— | $— | $— | $921,140 | | Franco Valle Chief Financial Officer | 2023 | $465,234 | $208,425 | $— | $626,208 | $— | $1,299,867 | | | 2022 | $445,200 | $206,573 | $— | $— | $— | $651,773 | | Juan Pablo Frias, M.D. (2) Chief Medical Officer | 2023 | $168,403 | $75,485 | $— | $3,675,990 | $12,598(3) | $3,932,476 |
2023 Summary Compensation Table
| (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2023 computed in accordance with FASB ASC 718. Such grant date fair values do not take into account any estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 6 to our financial statements included in our 2023 Annual Report. These amounts do not reflect the actual economic value that may be realized by the NEOs upon the exercise of the stock options or the sale of the common stock underlying such stock options. |
2023 Summary Compensation Table
| (2) Dr. Frias joined the Company in August 2023 and was not an NEO for 2022. The 2023 salary and bonus amounts are pro-rated based on his employment for a portion of the year ended December 31, 2023. |
2023 Summary Compensation Table
| (3) The amount represents reimbursements by the Company for housing expenses. |
Outstanding Equity Awards at 2023 Fiscal Year End
Outstanding Equity Awards at 2023 Fiscal Year End The following table lists all outstanding equity awards held by our NEOs as of December 31, 2023:
Outstanding Equity Awards at 2023 Fiscal Year End
| | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date (1) | Number of Securities underlying Unexercised Options (#) Exercisable | Number of Securities underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($)(2) | | Thomas Butler(3) | 7/1/2020(4) | — | — | — | — | 36,409 | $528,659 | | | 9/1/2020(4) | 209,891 | 32,765 | $5.14 | 1/7/2031 | — | $— | | | 2/10/2021(4) | 328,185 | 149,175 | $7.50 | 2/21/2031 | — | $— | | | 12/3/2021(5) | 152,700 | 152,700 | $9.80 | 12/3/2031 | — | $— | | | 1/1/2023(5) | 88,587 | 265,763 | $7.05 | 1/5/2033 | — | $— | | Franco Valle(3) | 7/26/2021(5) | 103,125 | 61,875 | $13.45 | 7/25/2031 | — | $— | | | 12/3/2021(5) | 72,385 | 72,385 | $9.80 | 12/3/2031 | — | $— | | | 1/1/2023(5) | 31,575 | 94,725 | $7.05 | 1/5/2033 | — | $— | | Juan Pablo Frias, M.D.(3) | 8/31/2023(5) | 18,750 | 281,250 | $16.87 | 8/30/2033 | — | $— |
Outstanding Equity Awards at 2023 Fiscal Year End
| (1) Except as otherwise noted, the shares of restricted stock or shares of common stock subject to the stock option, as the case may be, vest as to 1/16th of the shares on a quarterly basis from the vesting commencement date, such that all of the shares will be fully vested on the date four (4) years after the vesting commencement date, subject to the holder continuing to provide services to us through such vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (2) The market value of shares that have not vested is calculated based on $14.52 per share, the closing price of our common stock as quoted on the Nasdaq Global Select Market as of December 29, 2023, the last trading day of 2023. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (3) Pursuant to the Change in Control and Severance Agreement (as defined below) and the 2021 Plan (with respect to the 30-day period described below), in the event the applicable NEO is terminated without “cause” or resigns for “good reason”, in either case, within 30 days prior to and ending 12 months following a “change in control” (as such terms are defined in the 2021 Plan), then the vesting of all equity awards will be accelerated with respect to 100% of the shares, effective immediately prior to such termination or change in control, if later. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (4) This option was granted under the 2020 Plan. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (5) This option was granted under the 2021 Plan |
Narrative to 2023 Summary Compensation Table and Outstanding Equity Awards at 2023 Fiscal Year End Table
Narrative to 2023 Summary Compensation Table and Outstanding Equity Awards at 2023 Fiscal Year End Table