DEF 14A of Enliven Therapeutics, Inc.
Filed Apr 26, 2024 · FY20230001193125-24-117969
Nominees for Director
Nominees for Director Mika Derynck, M.D., has served as a member of Enliven’s board of directors since the closing of the Merger on February 23, 2023 and was appointed in connection with the closing of the Merger. Prior to the Merger, Dr. Derynck served as a member of the board of directors of Former Enliven since August 2021. Dr. Derynck has served as the Chief Medical Officer at Amunix Pharmaceuticals, Inc., an immune-oncology company, since April 2019. Since February 2022, Amunix Pharmaceuticals has been acquired by Sanofi SA and she remains the Chief Medical Officer for Amunix within Sanofi R&D. From January 2004 to April 2019, she served as Senior Group Medical Director at Genentech, a biotechnology company and subsidiary of Roche Holding AG. Dr. Derynck holds a B.A. in Biology from Boston University and an M.D. from Boston University School of Medicine. She completed an Internal Medicine residency at Johns Hopkins Hospital and a fellowship in Medical Oncology at the University of California, San Francisco. Dr. Derynck is qualified to serve on the Company’s board of directors because of her technical expertise and experience as an executive of companies in the life sciences industry. Rishi Gupta, J.D., has served as a member of Enliven’s board of directors since the closing of the Merger on February 23, 2023 and was appointed in connection with the closing of the Merger. Prior to the Merger, Mr. Gupta served as a member of the board of directors of Former Enliven since July 2019. Mr. Gupta has been a Partner at OrbiMed Advisors LLC, an investment firm, since 2013. Mr. Gupta currently serves as a director of Turnstone Biologics Corp. and several private companies and previously served as a director of Verona Pharma PLC from July 2016 to January 2024. Prior to OrbiMed, Mr. Gupta was a healthcare investment banker at Raymond James & Associates, served as manager of corporate development at Veritas Medicine, and was a summer associate at Wachtell, Lipton, Rosen & Katz. Mr. Gupta received an A.B. in biochemical sciences from Harvard College and a J.D. from Yale Law School. Mr. Gupta is qualified to serve on the Company’s board of directors because of his experience in biotechnology investing and his experience serving on the boards of public and private companies. Lori Kunkel, M.D., has served as a member of the Company’s board of directors since April 2024. Since June 2016, Dr. Kunkel has been a principal and owner of LAK505-CA, LLC, a biotechnology consulting company. Dr. Kunkel has served as a member of the board of directors of Nurix Therapeutics, Inc., a private biotechnology company, since August 2019, as a member of the board of directors of ORIC Pharmaceuticals, Inc., a public biotechnology company, since June 2020, and as a member of the board of directors of K36 Therapeutics, Inc., a private biotechnology company, since December 2021. Dr. Kunkel previously served on the board of directors of Curis, Inc., a public biotechnology company, from November 2016 to September 2022, Maverick Therapeutics, Inc., a biotechnology company, from January 2017 to April 2021 and Tocagen Inc., a biotechnology company, from September 2015 to June 2020 (and as acting Chief Medical Officer from November 2018 to April 2019), Loxo Oncology, Inc., a public biotechnology company, from 2014 to 2019 (and as acting Chief Medical Officer from 2013 to 2014), and several private companies. Dr. Kunkel holds a B.A. from University of California, San Diego and an M.D. from University of Southern California. She is board certified in internal medicine and held board certifications in hematology and oncology. Dr. Kunkel is qualified to serve on the Company’s board of directors due to her medical and scientific background, board experience and her experience in the biotechnology industry.
Continuing Directors
Continuing Directors Rahul D. Ballal, Ph.D., has served as a member of the Company’s board of directors since June 2018. Prior to the Merger, until February 23, 2023, Dr. Ballal served as the Company’s President and Chief Executive Officer. Prior to joining the Company, Dr. Ballal served as Chief Business Officer of Northern Biologics Inc., a biotechnology company, from May 2016 to June 2018, and as an Entrepreneur-in-Residence at Versant Ventures Management LLC, a life sciences venture capital firm, from May 2016 to June 2018. Previously, Dr. Ballal was Vice President, Business Development at Flexion Therapeutics, Inc. (“Flexion”), a public biopharmaceutical company, from March 2011 to May 2016. Prior to Flexion, he held a venture fellowship position at Novartis Venture Funds, a venture capital fund, as part of the Kauffman Fellowship, from June 2010 to June 2012, and overlapped in business development at the Broad Institute of Massachusetts Institute of Technology, a biomedical and genomic research center, from September 2009 to March 2011. Dr. Ballal has served on the board of Agios Pharmaceuticals Inc., a biopharmaceutical company, since August 2022. He holds a Ph.D. in biochemistry and molecular biology from Georgetown University, an M.S. in biotechnology from Johns Hopkins University and a B.A. in biology from Brown University. Dr. Ballal is qualified to serve on the Company’s board of directors because of the perspective and experience he provides as the Company’s former President and Chief Executive Officer and as a member of its board of directors and his experience as an executive of companies in the life sciences industry. Jake Bauer, M.B.A, has served as a member of Enliven’s board of directors since the closing of the Merger on February 23, 2023 and was appointed in connection with the closing of the Merger. Prior to the Merger, Mr. Bauer served as a member of the board of directors of Former Enliven since June 2021. Mr. Bauer has served as a Venture Partner at ARCH Venture Partners and SR One Capital Management since September 2021 and an independent consultant working with companies in the life sciences industry since November 2020. Prior to MyoKardia, Inc.’s acquisition by Bristol Myers Squibb in November 2020, Mr. Bauer served as the Chief Business Officer of MyoKardia, Inc., a clinical stage biopharmaceutical company, beginning in April 2018. Mr. Bauer has also served as the Senior Vice President, Finance and Corporate Development and Principal Financial Officer of MyoKardia, Inc. from July 2016 to April 2018 and as Vice President, Business Development and Business Operations of MyoKardia, Inc. from July 2014 to July 2016. Mr. Bauer also serves on the board of directors of Attralus, Inc., a clinical stage biopharmaceutical company, Simcha Therapeutics, Inc., a clinical stage biotechnology company, Phoenix Tissue Repair, Inc., a clinical stage biopharmaceutical company, ARYA Sciences Acquisition Corp V, since May 2021 and previously served on the board of directors of ARYA Sciences Acquisition Corp II from July 2020 to October 2020. He holds a B.Sc. in Biology and a B.A. in Economics from Duke University and an M.B.A. from Harvard Business School. Mr. Bauer is qualified to serve on the Company’s board of directors because of his experience as an executive of companies in the life sciences industry. Richard Heyman, Ph.D., has served as a member of Enliven’s board of directors since the closing of the Merger on February 23, 2023 and was appointed in connection with the closing of the Merger. Prior to the Merger, Dr. Heyman served as a member of the board of directors of Former Enliven since March 2021. Dr. Heyman has served as a Venture Partner at Arch Venture Partners, a venture capital firm, since May 2019. From June 2015 to March 2023, he served as the Executive Chairman of Metacrine, Inc., a clinical-stage biotechnology company that was previously focused on liver and GI diseases that he co-founded and served as a director from September 2014 to March 2023. Dr. Heyman also worked at ORIC Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company focused on oncology, including as a director since March 2015, Acting President and Chief Executive Officer from November 2017 to May 2018, and as President and Chief Executive Officer from November 2015 to May 2016. Dr. Heyman has served on the board of directors of PMV Pharmaceuticals, Inc., a precision oncology company, since June 2020, and previously served on the board of directors of Gritstone bio, Inc., a clinical-stage biotechnology company focused on developing targeted immunotherapies for cancer and infectious disease, from November 2015 to August 2022, BCTG Acquisition Corp., a special purpose acquisition company, from September 2020 to August 2021, and Yumanity Therapeutics, Inc., a clinical-stage biopharmaceutical company focused on therapies for neurodegenerative diseases from May 2016 to June 2022. He is a member of the Board of Trustees at the Salk Institute and on the Board of Visitors at the University of California at San Diego Moores Cancer Center. Dr. Heyman holds a B.S. in Chemistry from the University of Connecticut and a Ph.D. in Pharmacology from the University of Minnesota. Dr. Heyman was originally recommended as a director of Former Enliven by the board of directors of Former Enliven. Dr. Heyman is qualified to serve on the Company’s board of directors because of his investment experience and experience as an executive of companies in the life sciences industry. Sam Kintz, M.B.A., is one of Former Enliven’s co-founders and has served as its President and Chief Executive Officer and a member of its board of directors since June 2019, and was appointed as the President, Chief Executive Officer, and a member of the board of directors of the Company in connection with the closing of the Merger on February 23, 2023. Prior to joining Former Enliven, Mr. Kintz served as Executive Director, Head of Research at AbbVie Stemcentrx LLC, a subsidiary of AbbVie Inc., a biopharmaceutical company, from October 2016 to June 2019. He served as Senior Director, Strategy and Business Development at Stemcentrx, Inc., a private biopharmaceutical company, from February 2016 to October 2016 until it was acquired by AbbVie. He has also worked as a medicinal chemist at Genentech, where he designed and synthesized small-molecule drugs for the treatment of cancer. Mr. Kintz holds a B.S. in Chemistry from Stanford University and an M.B.A. from the Stanford Graduate School of Business. Mr. Kintz is qualified to serve on the Company’s board of directors because of the perspective and experience he provides as one of Former Enliven’s founders and as Former Enliven’s and Enliven’s President and Chief Executive Officer, his education, and his experience in leadership positions at companies in the life sciences industry.
Continuing Directors
Andrew Phillips, Ph.D., has served as a member of Enliven’s board of directors since the closing of the Merger on February 23, 2023 and was appointed in connection with the closing of the Merger. Prior to the Merger, Dr. Phillips served as a member of the board of directors of Former Enliven since December 2020. Dr. Phillips has served as Chief Executive Officer of Aleksia Therapeutics, Inc., a biotechnology company, and Nexo Therapeutics, Inc., a biotechnology company, since August 2022. Dr. Phillips served as a Managing Director at Cormorant Asset Management, an investment manager, from August 2020 to August 2022. Since April 2021, he has served as a member of the board of directors of MoonLake Immunotherapeutics, Inc. (and its predecessor Helix Acquisition Corp.), a biopharmaceutical company, and also served as the Chief Financial Officer of Helix Acquisition Corp. from April 2021 to April 2022, and since June 2021, he has served as Chief Executive Officer of Blossom Bioscience Ltd. From January 2016 to March 2020, Dr. Phillips was with C4 Therapeutics, Inc., a clinical-stage biopharmaceutical company focused on therapeutics for the treatment of cancer and other diseases, where he served as Chief Executive Officer from May 2018 to March 2020, President from September 2016 to May 2018 and Chief Scientific Officer from January 2016 to May 2018. From July 2014 to January 2016, he served as Senior Director, Center for Development of Therapeutics at the Broad Institute, a biomedical and genomic research organization. From June 2010 to January 2015, Dr. Phillips was a Professor of Chemistry at Yale University, and from July 2001 to June 2010, he was Assistant Professor, Associate Professor, and Professor of Chemistry and Biochemistry at the University of Colorado. He holds a B.Sc. in Biochemistry and a Ph.D. in Chemistry from the University of Canterbury in New Zealand. Dr. Phillips is qualified to serve on the Company’s board of directors because of his investment experience, technical expertise and experience as an executive of companies in the life sciences industry.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees The nominating and corporate governance committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the nominating and corporate governance committee from other sources. In its evaluation of director candidates, including the members of our board of directors eligible for re-election, the nominating and corporate governance committee will consider such factors as the current size and composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors, character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound judgement, tenure on the board of directors and skills that are complementary to the board of directors, an understanding of Enliven’s business, an understanding of the responsibilities that are required of a member of the board of directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age, geography and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors. The nominating and corporate governance committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors. The nominating and corporate governance committee may propose to our board of directors a candidate recommended or offered for nomination by a stockholder as a nominee for election to our board of directors. Additionally, the nominating and corporate governance committee may retain and terminate any search firm to be used to identify director candidates and approve the search firm’s fees and other retention terms.
Director Compensation
Director Compensation As a result of the Merger, each of David M. Mott, David Bonita, M.D., Mark Chin, Edward Conner, M.D., Carl Goldfischer, M.D., Barbara J. Dalton, Ph.D, and Laura Williams, M.D., MPH, resigned from the board of directors, constituting all of the then-serving non-employee directors of the board of directors of the Company, and all six non-employee directors of Former Enliven were appointed to our board of directors. Dr. Ballal remains a member of our board of directors. Prior to the completion of the Merger, Imara Inc. non-employee directors received equity compensation in the form of stock option awards for service on our board of directors or committees, as well as cash retainer fees paid quarterly in arrears. Imara Inc. also reimbursed directors for travel and other reasonable out-of-pocket expenses related to attendance at meetings of the board of directors and its committees in accordance with company policy. Prior to the completion of the Merger, Former Enliven did not have a formal policy to provide any cash or equity compensation to its non-employee directors for their service on its board of directors or committees of its board of directors. Prior to the completion of the Merger, our board of directors approved an outside director compensation policy in November 2020 to compensate each non-employee director for his or her service with cash retainer fees. In February 2023, our board of directors approved our outside director compensation policy (as amended, the “Director Compensation Policy”) for non-employee directors of the board of directors, in connection with and effective as of the closing of the Merger. Our board of directors approved amendments to the Director Compensation Policy in February 2024. Under the Director Compensation Policy, each non-employee director receives the cash and equity compensation for board services described below. The Company also reimburses non-employee directors for reasonable, customary, and documented travel expenses to board or committee meetings. The Director Compensation Policy includes a maximum annual limit of $750,000 of cash retainers or fees and the Value (as defined below) of equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year, increased to $1,000,000 in the first year an individual becomes a non-employee director. Any cash compensation paid, or equity awards granted to a person for services as an employee or for services as a consultant (other than as a non-employee director), or prior to the effective date of the Director Compensation Policy, will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to the Company’s non-employee directors. Cash Compensation Non-employee directors are entitled to receive the following cash compensation for their services under the Director Compensation Policy:
Director Compensation
| • | $35,000 per year for service as a board member; |
Director Compensation
| • | $15,000 per year for service as chair of the audit committee; |
Director Compensation
| • | $7,500 per year for service as a member of the audit committee; |
Director Compensation
| • | $10,000 per year for service as chair of the compensation committee; |
Director Compensation
| • | $5,000 per year for service as a member of the compensation committee; |
Director Compensation
| • | $8,000 per year for service as chair of the nominating and corporate governance committee; and |
Director Compensation
| • | $4,000 per year for service as a member of the nominating and corporate governance committee. |
Director Compensation
Each non-employee director who serves as the chair of a committee will receive the annual fee for service as a member of the board of directors and only the additional annual cash fee as the chair of the committee, and not the annual fee as a member of the committee. All cash payments to outside directors are paid quarterly in arrears on a pro-rated basis. Equity Compensation Merger Award: In 2023, the Director Compensation Policy provided that each individual who was a non-employee director as of the closing of the Merger received, on the first trading date on or after closing of the Merger, an award (a “Merger Award”) of stock options to purchase a number of shares of common stock of the Company having a Value (as defined below) of $500,000 (provided that the Merger Award granted to the outside director who served as the non-executive chair of the board of directors (the “Chair”) had a Value of $625,000), with any resulting fraction rounded down to the nearest whole share; provided that the number of shares subject to a Merger Award could not exceed 64,923 (81,153 with respect to the Chair), with such limit subject to equitable adjustment by the board of directors in the event of certain capitalization adjustments. Each Merger Award will vest in equal monthly installments over a 36 month period, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. Initial Award: Each individual who first becomes a non-employee director following the effective date of the Director Compensation Policy will receive, on the first trading date on or after the date on which the person first becomes a non-employee director (the “Initial Start Date”), an award (an “Initial Award”) of stock options to purchase a number of shares of common stock of the Company having a Value (as defined below) of $500,000, with any resulting fraction rounded down to the nearest whole share; provided that the number of shares subject to an Initial Award will not exceed 64,923, with such limit subject to equitable adjustment by the board of directors in the event of certain capitalization adjustments. Each Initial Award will vest in equal monthly installments over a 36 month period, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. If the individual was a member of the board of directors and also an employee, becoming a non-employee director due to termination of employment will not entitle them to Initial Awards. Annual Award: Each non-employee director automatically will receive, on the date of the first meeting of the Company’s board of directors that occurs in the first fiscal quarter of each year, commencing on the first quarter meeting of 2024 and each first quarter meeting thereafter, an annual award (an “Annual Award”) of stock options to purchase a number of shares of common stock of the Company having a Value (as defined below) of $250,000 (provided that an Annual Award granted to the Chair will have a Value of $312,500), with any resulting fraction rounded down to the nearest whole share; provided that the first Annual Award granted to an individual who first becomes a non-employee director following the effective date of the Director Compensation Policy will have a Value (as defined below) equal to the product of (A) $250,000 multiplied by (B) a fraction, (i) the numerator of which is the number of fully completed months between the applicable Initial Start Date and the date of the first annual meeting of the Company’s stockholders to occur after such individual first becomes a non-employee director, and (ii) the denominator of which is 12; and provided further that the number of shares subject to an Annual Award will not exceed 32,461 (40,576 with respect to the Chair), with such limit subject to equitable adjustment by the board of directors in the event of certain capitalization adjustments and automatic pro rata adjustment pursuant to the terms of the Director Compensation Policy with respect to the first Annual Award granted to an individual who first becomes a non-employee director following the effective date of the Director Compensation Policy. Each Annual Award will vest in full on the earlier of (x) the first anniversary of the annual meeting of the Company’s stockholders that occurs in the same calendar year as the date on which the Annual Award is granted or (y) the date of the annual meeting of the Company’s stockholders that occurs in the calendar year immediately following the calendar year containing the date on which the Annual Award is granted, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date. For purposes of the Director Compensation Policy, “Value” means grant date fair value of the award as determined in accordance with U.S. generally accepted accounting principles, or such other methodology the board of directors or any designated committee of the board of directors, as applicable, may determine prior to the grant of the applicable equity award becoming effective. In the event of a “change in control” (as defined in the Director Compensation Policy), each non-employee director will fully vest in their outstanding Company equity awards issued under the Director Compensation Policy, including any Merger Award, Initial Award or Annual Award, immediately prior to the consummation of the change in control provided that the non-employee director continues to be a non-employee director through such date. The following table sets forth information for the year ended December 31, 2023 regarding the compensation awarded to or earned by certain of Former Enliven’s and our former non-employee directors. Mr. Kintz, Former Enliven’s (and our current) President and Chief Executive Officer, and Dr. Lyssikatos, Former Enliven’s (and our current) Chief Scientific Officer, did not receive any additional compensation for their service as members of our or Former Enliven’s board of directors. Dr. Ballal, our former President and Chief Executive Officer, did receive compensation under the Director Compensation Policy for his service as a non-employee member of our board of directors following his resignation as an employee in February 2023. Dr. Kunkel was appointed to our board of directors in 2024 and did not receive compensation for her service as a non-employee director in 2023. Please see the Summary Compensation Table in the section titled “Executive Compensation” for the compensation paid or awarded in 2022 and 2023 to Mr. Kintz and Dr. Lyssikatos by Former Enliven and Enliven, and to Dr. Ballal by Enliven.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1) | Total ($) | | Non-employee Directors of Former Enliven(2) | | | | | Jake Bauer, M.B.A. | 51,320 | 499,889(3) | 551,209 | | Mika Derynck, M.D. | 41,590 | 499,889 | 541,479 | | Rishi Gupta, J.D. | 38,375 | 499,889 | 538,264 | | Richard Heyman, Ph.D. | 39,264 | 624,848(3) | 664,112 | | Andrew Phillips, Ph.D. | 43,065 | 499,889 | 542,954 | | Andrew Schwab(4) | 14,176 | 499,889 | 514,065 | | Non-employee Directors prior to the Merger(5) | | | | | David Bonita, M.D. | — | — | — | | Mark Chin | — | — | — | | Edward Conner, M.D. | — | — | — | | Barbara J. Dalton, Ph.D. | — | — | — | | Carl Goldfischer, M.D. | — | — | — | | David M. Mott | — | — | — | | Laura Williams, M.D., MPH | — | — | — |
Director Compensation
| (1) With respect to non-employee directors of Former Enliven, the amounts disclosed for all non-employee directors represent the aggregate grant date fair value of the stock options awarded in 2023 subject to time-based vesting conditions, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of this amount are described in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock-Based Compensation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Director Compensation
| (2) Resigned from Former Enliven’s board of directors and was appointed to our board of directors in connection with the closing of the Merger on February 23, 2023. |
Director Compensation
| (3) As of December 31, 2023, Mr. Bauer held 31,167 unvested shares issued upon the early exercise of a stock option grant that remain subject to Former Enliven’s repurchase right, and Dr. Heyman held 29,335 unvested shares issued upon the early exercise of a stock option grant that remain subject to Former Enliven’s repurchase right. |
Director Compensation
| (4) Resigned from our board of directors on June 23, 2023. |
Director Compensation
| (5) Resigned from our board of directors in connection with the closing of the Merger on February 23, 2023. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our board of directors is currently composed of nine (9) members, but the size of our board of directors will decrease to eight (8) members, effective at the Annual Meeting in connection with Dr. Lyssikatos’ term of office as a Class I director ending at the Annual Meeting. We are grateful for Dr. Lyssikatos’ distinguished service on the board throughout his tenure. Dr. Lyssikatos will continue to serve as our Chief Scientific Officer. In accordance with our restated certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At the Annual Meeting, two Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.
Summary Compensation Table
Summary Compensation Table The following table shows information regarding the compensation of our named executive officers for services performed during the years ended December 31, 2022 and December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Option Awards ($) | Stock Awards ($)(4) | All Other Compensation ($) | Total ($) | | Named Executive Officers | | | | | | | | | | Sam Kintz, M.B.A. | 2023 | 561,190 | — | 302,500 | 7,413,342(5) | — | 2,719(6) | 8,279,751 | | President and Chief Executive Officer | 2022 | 400,000 | — | 195,000 | 126,839(7) | — | 2,000(8) | 723,839 | | Helen Collins, M.D. | 2023 | 479,011 | — | 204,600 | 3,378,647(5) | — | 2,581(9) | 4,064,839 | | Chief Medical Officer | 2022 | 400,000 | — | 156,000 | 87,504(10) | — | 2,000(8) | 645,504 | | Joseph P. Lyssikatos, Ph.D. | 2023 | 436,502 | — | 193,600 | 3,378,647(5) | — | 2,571(11) | 4,011,320 | | Chief Scientific Officer | 2022 | 350,000 | — | 156,000 | 27,770(12) | — | 2,000(8) | 535,770 | | Rahul D. Ballal, Ph.D. (13) | 2023 | 113,874(14) | — | — | 499,889(15) | — | 1,252,046(16) | 1,865,809 | | Former President and Chief Executive Officer | 2022 | 547,917 | 275,000 | — | 135,342(17) | 181,332 | 10,090(18) | 1,149,681 |
Summary Compensation Table
| (1) The amounts disclosed represent the dollar value of base salary earned by the named executive officer as of December 31, 2022 and December 31, 2023. |
Summary Compensation Table
| (2) The amounts disclosed for 2022 represent annual bonuses earned by the named executive officer during 2022 and paid in 2023. With respect to Dr. Ballal, the amount reported for 2022 represents the cumulative amount earned by Dr. Ballal in 2022 pursuant to a retention agreement between the Company and Dr. Ballal, dated May 5, 2022, as amended. |
Summary Compensation Table
| (3) The amounts disclosed for 2023 represent annual bonuses earned by the named executive officer for achievement of 2023 performance metrics and paid in 2024 under the Company’s 2023 Bonus Plan. For additional details, please see the section below titled “Non-Equity Incentive Plan Compensation.” |
Summary Compensation Table
| (4) The amounts reported in the “Stock Awards” column reflect the aggregate fair value of the restricted stock unit awarded during the year calculated based on the closing price of $5.52 of the Company’s common stock on Nasdaq on the date of grant multiplied by the number of shares of common stock underlying the restricted stock unit. |
Summary Compensation Table
| (5) The amounts disclosed represent the aggregate grant date fair value of the stock options awarded in 2023 subject to time-based vesting conditions, computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Assumptions used in the calculation of this amount are described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock-Based Compensation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table
| (6) Amount represents $2,000 from 401(k) matching contributions, $719 from premiums paid on behalf of Mr. Kintz for life insurance. |
Summary Compensation Table
| (7) The amount disclosed represents the incremental increase in the fair value of the stock option to purchase 404,363 shares of Former Enliven common stock originally granted to Mr. Kintz on March 25, 2021 arising from the repricing of such stock option from an exercise price of $4.68 per share to an exercise price of $2.48 per share on August 9, 2022, in the amount of $126,839 as computed in accordance with ASC Topic 718. Assumptions used in the calculation of this amount are described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock-Based Compensation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table
| (8) Amount represents 401(k) matching contributions. |
Summary Compensation Table
| (9) Amount represents $2,000 from 401(k) matching contributions and $581 from premiums paid on behalf of Dr. Collins for life insurance. |
Summary Compensation Table
| (10) The amount disclosed represents the incremental increase in the fair value of the stock option to purchase 287,084 shares of Former Enliven common stock originally granted to Dr. Collins on June 17, 2021 arising from the repricing of such stock option from an exercise price of $4.68 per share to an exercise price of $2.48 per share on August 9, 2022, in the amount of $87,504 as computed in accordance with ASC Topic 718. Assumptions used in the calculation of this amount are described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock-Based Compensation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table
| (11) Amount represents $2,000 from 401(k) contributions and $571 from premiums paid on behalf of Dr. Lyssikatos for life insurance. |
Summary Compensation Table
| (12) The amount disclosed represents the incremental increase in the fair value of the stock option to purchase 88,531 shares of Former Enliven common stock originally granted to Dr. Lyssikatos on March 25, 2021 arising from the repricing of such stock option from an exercise price of $4.68 per share to an exercise price of $2.48 per share on August 9, 2022, in the amount of $27,770 as computed in accordance with ASC Topic 718. Assumptions used in the calculation of this amount are described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock-Based Compensation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table
| (13) In connection with the Merger, Dr. Ballal resigned as President and Chief Executive Officer of the Company effective February 23, 2023. |
Summary Compensation Table
| (14) Amount represents $84,027 paid as salary to Dr. Ballal for his services as our former President and Chief Executive Officer, and $29,847 as fees for his services as a non-employee director pursuant to the Director Compensation Policy. |
Summary Compensation Table
| (15) The amount disclosed represents the aggregate grant date fair value of the stock options awarded to Dr. Ballal in his capacity as a non-employee director under our Director Compensation Policy as a “Merger Award” in 2023 subject to time-based vesting conditions, computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Assumptions used in the calculation of this amount are described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock-Based Compensation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table
| (16) Amount represents $1,225,500 in severance payout, $101 from premiums paid on behalf of Dr. Ballal for life insurance and $26,445 in vacation benefits pay out related to Dr. Ballal’s termination of employment. |
Summary Compensation Table
| (17) The amounts disclosed reflect the aggregate fair value of the stock options awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. See Note 10 of the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 10, 2023, and incorporated by reference herein, regarding assumptions underlying the valuation of equity awards. |
Summary Compensation Table
| (18) Amount represents $9,000 from 401(k) matching contributions and $1,090 from premiums paid on behalf of Dr. Ballal for life insurance. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2023:
Outstanding Equity Awards at Fiscal Year-End
| | Option awards (1) | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | | Rahul D. Ballal, Ph.D. | 65,999 | — | 12.60 | 10/18/2028 | | | 80,322 | — | 19.68 | 5/15/2029 | | | 23,470 | 1,566(2) | 19.68 | 5/15/2029 | | | 22,917 | 10,420(3) | 52.20 | 1/27/2031 | | | 14,368 | 18,481(4) | 5.52 | 1/27/2032 | | | 7,657 | 19,910(5) | 25.28 | 2/23/2033 | | Sam Kintz, M.B.A. | 267,836(6)(7) | 28,714 | 1.12 | 6/15/2030 | | | 303,272(6)(8) | 101,091 | 2.48(9) | 3/24/2031 | | | — | 452,000 | 22.75 | 4/4/2033 | | Helen Collins, M.D. | 179,427(6)(10) | 107,657 | 2.48(9) | 6/16/2031 | | | — | 206,000 | 22.75 | 4/4/2033 | | Joseph P. Lyssikatos, Ph.D. | 267,836(6)(7) | 28,714 | 1.12 | 6/15/2030 | | | 66,398(6)(8) | 22,133 | 2.48(9) | 3/24/2031 | | | — | 206,000 | 22.75 | 4/4/2033 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The share values and option exercise price reflect shares subject to such assumed awards as measured on a post-Merger, post-Reverse Stock Split basis. |
Outstanding Equity Awards at Fiscal Year-End
| (2) This option was granted on May 16, 2019, and 25% of the shares underlying the option vested on February 25, 2021, the first anniversary of the closing of the second tranche of the Company’s series B preferred stock financing, with the remaining shares vesting in quarterly installments for three years thereafter. |
Outstanding Equity Awards at Fiscal Year-End
| (3) This option was granted on January 28, 2021, and the shares underlying the option vest and become exercisable over four years, with 25% of the shares having vested on the first anniversary of the date of grant and the remaining shares vesting in equal quarterly installments thereafter, subject to Dr. Ballal’s continuous service with the Company. |
Outstanding Equity Awards at Fiscal Year-End
| (4) This option was granted on January 28, 2022, and the shares underlying the option vest and become exercisable over four years, with 25% of the shares vesting on the first anniversary of the date of grant and the remaining shares vesting in equal quarterly installments thereafter, subject to Dr. Ballal’s continuous service with the Company. |
Outstanding Equity Awards at Fiscal Year-End
| (5) This option was granted on February 23, 2023 as a “Merger Award” pursuant to the Company’s Director Compensation Policy. For additional information, please see the section above titled “Director Compensation”. |
Outstanding Equity Awards at Fiscal Year-End
| (6) This outstanding equity award was granted pursuant to the Former Enliven 2019 Equity Incentive Plan (the “Former Enliven 2019 Plan”). In connection with the Merger, each stock option granted under the Former |
Outstanding Equity Awards at Fiscal Year-End
| Enliven 2019 Plan that was outstanding immediately prior to the effective time of the Merger was assumed by the Company and became an option to acquire, on the same terms and conditions as were applicable to such Former Enliven stock option immediately prior to the effective time of the Merger, a number of shares of Company common stock equal to the number of shares of Former Enliven common stock subject to the unexercised portion of the Former Enliven stock option immediately prior to the effective time of the Merger, multiplied by the exchange ratio (rounded down to the nearest whole share number), with an exercise price per share for the options equal to the exercise price per share of such Former Enliven stock option immediately prior to the effective time of the Merger divided by the exchange ratio (rounded up to the nearest whole cent). Such assumed options continue to be governed by the terms and conditions of the Former Enliven 2019 Plan. Upon the closing of the Merger, the Company assumed the Former Enliven 2019 Plan. The share values above reflect shares subject to such assumed awards as measured on a post-Merger, post-Reverse Stock Split basis. |
Outstanding Equity Awards at Fiscal Year-End
| (7) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on May 3, 2020, subject to continued service to the Company. |
Outstanding Equity Awards at Fiscal Year-End
| (8) The shares subject to the option vest in 48 equal monthly installments beginning on January 14, 2021, subject to continued service to the Company. |
Outstanding Equity Awards at Fiscal Year-End
| (9) This stock option was originally granted with an exercise price of $4.68 per share. On August 9, 2022, the Former Enliven board of directors amended the exercise price of all outstanding and unexercised stock options with an exercise price per share greater than $2.48 to $2.48. No other terms or conditions of the option were changed in connection with the repricing. |
Outstanding Equity Awards at Fiscal Year-End
| (10) 25% of the shares subject to the option vested on June 17, 2022 and the remainder vest in 36 equal monthly installments thereafter, subject to continued service to the Company. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The board of directors has approved and the Company’s executive officers and other key employees have entered into change in control and severance agreements, in connection with and effective as of the closing of the Merger on February 23, 2023. Pursuant to the change in control and severance agreements, if, within the 3 month period prior to or the 12 month period following a “change in control” (as defined in the applicable agreement), the Company terminates the employment of the applicable executive without “cause ” (excluding death or disability) or such executive resigns for “good reason” (as defined in the applicable agreement) and within 60 days of such termination the executive executes and does not revoke a separation agreement and release of claims, such executive will be entitled to receive (i) a lump sum payment equal to the sum of 12 months (or 18 months with respect to Mr. Kintz) of such executive’s then current annual base salary and 100% (or 150% with respect to Mr. Kintz) of the executive’s annual target bonus, less applicable withholdings, (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA for such executive and such executive’s respective eligible dependents for up to 12 months (or 18 months with respect to Mr. Kintz) and (iii) vesting acceleration as to 100% of the then-unvested shares subject to each of such executive’s then outstanding equity awards (and in the case of awards subject to performance-based vesting conditions, such performance-based vesting conditions will be deemed achieved at target, unless otherwise specified in the applicable award agreement governing such award). Pursuant to the change in control and severance agreements, if, outside of the 3 month period prior to or the 12 month period following a “change in control” (as defined in the applicable agreement), the Company terminates the employment of the applicable executive without “cause” (excluding death or disability) or such executive resigns for “good reason” (as defined in the applicable agreement) and within 60 days of such termination the executive executes and does not revoke a separation agreement and release of claims, such executive will be entitled to receive (i) continuing payments of his or her then current annual base salary for a period of 9 months (or 12 months with respect to Mr. Kintz), and (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA for such executive and such executive’s respective eligible dependents for up to 9 months (or up to 12 months with respect to Mr. Kintz). Pursuant to the change in control and severance agreements, in the event any payment to the applicable executive would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, as amended (the “Code”) (as a result of a payment being classified as a parachute payment under Section 280G of the Code), such executive will receive such payment as would entitle such executive to receive the greatest after-tax benefit, even if it means that the Company pays such executive a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code. For the avoidance of doubt, Dr. Ballal did not enter into a change in control and severance agreement with the Company, but received certain severance benefits pursuant to the applicable separation agreement, as described above in the section titled “Employment Arrangements with Our Named Executive Officers.”