DEF 14A of TScan Therapeutics, Inc., Apr 30, 2024

DEF 14A of TScan Therapeutics, Inc.

Filed Apr 30, 2024 · FY20230001193125-24-125066

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS Our board of directors currently consists of seven (7) members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three (3) classes: Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

  2. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | • | the Class I directors are Timothy Barberich, Stephen Biggar, M.D., Ph.D. and Gavin MacBeath, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2025; |

  3. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | • | the Class II directors are Katina Dorton, J.D., M.B.A. and R. Keith Woods, and their terms will expire at the annual meeting of stockholders to be held in 2026; and |

  4. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | • | the Class III directors are Gabriela Gruia, M.D. and Barbara Klencke, M.D., and their terms will expire at the Annual Meeting. |

  5. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    Upon the expiration of the term of a class of directors, directors in that class will 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 only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then 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 Gabriela Gruia, M.D. and Barbara Klencke, M.D. for election as Class III directors at the Annual Meeting. Each of the nominees is presently a director and has indicated a willingness to continue to serve as director, if elected. If any of the nominees becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors. The composition of our board of directors currently includes three (3) individuals who are diverse under the Nasdaq listing rule regarding board diversity, as presented in the below Board Diversity Matrix. Under the Nasdaq listing rule, directors who self-identify (i) as female, (ii) as a member of an underrepresented minority, or (iii) as a member of the LGBTQ+ community are defined as being diverse.

  6. Board Diversity Matrix as of April 30, 2024

    Board Diversity Matrix as of April 30, 2024

  7. Board Diversity Matrix as of April 30, 2024

    | Total Number of Directors | 7 | | | | | | Female | Male | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 4 | | | | Part II: Demographic Background | | | | | | African American or Black | | | | | | Alaskan Native or Native American | | | | | | Asian | | | | | | Hispanic or Latinx | | | | | | Native Hawaiian or Pacific Islander | | | | | | White | 3 | 3 | | | | Two or More Races or Ethnicities | | | | | | LGBTQ+ | | | | | | Did Not Disclose Demographic Background | 1 | | | |

  8. Board Diversity Matrix as of April 30, 2024

    In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that they should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors.

  9. Nominees for Election as Class III Director

    Nominees for Election as Class III Director The following table identifies our director nominees and sets forth their respective principal occupation and business experience during the last five years and age as of April 1, 2024.

  10. Nominees for Election as Class III Director

    | Name | Positions and Offices Held with TScan | Director Since | Age | | Gabriela Gruia, M.D. | Director | 2021 | 67 | | Barbara Klencke, M.D. | Director | 2023 | 66 |

  11. Nominees for Election as Class III Director

    Gabriela Gruia, M.D. has served as a member of our board of directors since May 2021. Dr. Gruia founded Gabriela Gruia Consulting, LLC in January 2021. Prior to that, Dr. Gruia served as the Chief Development Officer at Ichnos Sciences Inc. from February 2020 to January 2021, where she oversaw several key functions including Regulatory Sciences, Clinical Operations, Clinical Pharmacology, Biostatistics and Drug Safety. Prior to her time at Ichnos Sciences Inc., Dr. Gruia served as Senior Vice President and Head of Regulatory Affairs for Novartis Oncology from February 2008 through February 2020, where she was responsible for leading the oncology regulatory affairs organization. Dr. Gruia has served on the boards of directors for Tessa Therapeutics, Inc. since January 2021 and Molecular Templates, Inc. since March 2022. Dr. Gruia received her doctorate in medicine from Bucharest Medical School in Romania and has a Masters in Breast Pathology and Mammography from Rene Huguenin/Curie Institute Cancer Center in Paris, France. She received her training in oncology and hematology from Rene Descartes University in Paris, France. We believe that Dr. Gruia is qualified to serve as a member of our board of directors due to her extensive leadership experience in the life sciences industry. Barbara Klencke, M.D. has served as a member of our board of directors since April 2023. She is also a member of the board of directors of eFFECTOR Therapeutics, Inc since 2021, Immune-Onc, Inc since 2022, and Xencor, Inc since 2023. She was an independent board member of Lexent Bio from 2017 until that company’s acquisition by Foundation Medicine in 2020. Dr. Klencke previously served as the Chief Medical and Chief Development Officer of Sierra Oncology Inc., a publicly traded clinical-stage biopharmaceutical company from 2015 until 2023 following its acquisition by GlaxoSmithKline plc in 2022. From 2011 to 2015, Dr. Klencke served as SVP, Global Development, at Onyx Pharmaceuticals, which was acquired by Amgen Inc., in 2013. She also led a variety of both early-and late-stage oncology programs while at Genentech, Inc. from 2003 to 2011. She completed Internal Medicine and Hematology/Oncology training at the University of California, San Francisco and remained there as an Assistant Professor of Medicine in Oncology focusing on clinical research from 1995 to 2002. Dr. Klencke holds a B.S. from Indiana University and an M.D. from the University of California, Davis. We believe that Dr. Klencke is qualified to serve as a member of our board of directors due to her significant scientific expertise in biotechnology. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. Each of the nominees has consented to serve as our director if elected. However, if any of the nominees is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. Our board of directors recommends voting “FOR” the election of Gabriela Gruia, M.D. and Barbara Klencke, M.D., as the Class III directors, each to serve for a three-year term ending at the annual meeting of stockholders to be held in 2027.

  12. 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 1, 2024.

  13. Directors Continuing in Office

    | Name | Position and Offices Held with TScan | Director Since | Class and Year in Which Term Will Expire | Age | | Timothy Barberich | Chair of the Board of Directors | 2019 | Class I – 2025 | 76 | | Stephen Biggar, M.D., Ph.D. | Director | 2021 | Class I – 2025 | 53 | | Gavin MacBeath, Ph.D. | Director, Chief Executive Officer | 2023 | Class I – 2025 | 54 | | Katina Dorton, J.D., M.B.A. | Director | 2021 | Class II – 2026 | 66 | | R. Keith Woods | Director | 2023 | Class II – 2026 | 56 |

  14. Class I Directors (Term Expires at 2025 Annual Meeting)

    Class I Directors (Term Expires at 2025 Annual Meeting) Timothy Barberich has served as a member of our board of directors since March 2019 and as the chair of our board of directors since March 2021. Mr. Barberich is a founder, former Chairman and Chief Executive Officer of Sepracor Inc. (“Sepracor”), a publicly traded, research-based, pharmaceutical company based in Marlborough, Massachusetts, currently called Sunovion Pharmaceuticals Inc., which was acquired by Dainippon Sumitomo Pharma Co., Ltd. in 2009. He co-founded Sepracor in 1984 and served as Chief Executive Officer from 1984 to May 2007 and as Chairman of the Board from 1990 to 2009. He currently serves on the board of directors of Gila Therapeutics, Inc. He also previously served on the boards of directors of Frequency Therapeutics, Inc., Versicor Inc. and Verastem, Inc., and of Neurovance Inc, Inotek Pharmaceuticals, Inc., HeartWare International, Inc., Tokai Pharmaceuticals, BioSphere Medical, Inc., BioNevia Pharmaceuticals and GeminX Pharmaceuticals until each company was acquired. Mr. Barberich has also served on the board of trustees of Boston Medical Center and the board of the Pharmaceutical Research and Manufacturers’ Association. Prior to founding Sepracor, Mr. Barberich spent 10 years as a senior executive at Bedford, Massachusetts-based Millipore Corporation. Mr. Barberich is a graduate of Kings College and holds a Bachelor of Science degree in Chemistry. We believe that Mr. Barberich is qualified to serve as a member of our board of directors due to his significant experience in the development and commercialization of pharmaceutical products, his leadership experience at other pharmaceutical companies and his service on other boards of directors. Stephen Biggar, M.D., Ph.D. has served as a member of our board of directors since March 2021. Dr. Biggar is a partner at Baker Bros. Advisors LP (“Baker Bros.”), a biotechnology-focused investment advisor. Dr. Biggar joined Baker Bros. in April 2000. Dr. Biggar serves on the boards of Kiniksa Pharmaceuticals, Ltd., and Acadia Pharmaceuticals Inc. Dr. Biggar received an M.D. and a Ph.D. in Immunology from Stanford University and received a B.S. in Genetics from the University of Rochester. We believe that Dr. Biggar is qualified to serve as a member of our board of directors due to his extensive experience in the life sciences industry. Gavin MacBeath, Ph.D. has served as our Chief Executive Officer and as a member of our board of directors since May 2023. He was previously our acting Chief Executive Officer from March 2023 to May 2023, and our Chief Scientific and Operating Officer from December 2018 to May 2023. He has two decades of experience in academia and industry, founding companies and driving research from early-stage discovery through drug approval. Prior to joining TScan, Dr. MacBeath served as the Chief Scientific Officer at Abpro Corporation from March 2017 to July 2018, where he advanced T cell-engaging bispecific antibodies through pre-clinical development. Previously, Dr. MacBeath served as Co-founder and SVP of Discovery at Merrimack Pharmaceuticals, Inc. from February 2014 to October 2016. Dr. McBeath began his career in academia, where he served as the first fellow at Harvard’s Bauer Center for Genomics Research, as an Assistant Professor and later Associate Professor in the Department of Chemistry & Chemical Biology at Harvard University, and as Lecturer and Principal Investigator at Harvard Medical School. Dr. MacBeath received his undergraduate degree from the University of Manitoba, his Ph.D. from The Scripps Research Institute, and postdoctoral training with Dr. Stuart Schreiber at Harvard University. We believe that Dr. MacBeath is qualified to serve on our board of directors because of the perspective and experience he provides as our Chief Executive Officer as well as his broad experience within the life sciences industry.

  15. Class II Directors (Term Expires at 2026 Annual Meeting)

    Class II Directors (Term Expires at 2026 Annual Meeting) Katina Dorton, J.D., M.B.A. has served as a member of our board of directors since March 2021. Ms. Dorton also serves as a member of the board of directors and as chair of the audit committee of Fulcrum Therapeutics, Inc., since January 2020, as a member of the board of directors, chair of the audit committee, and member of the human resources and compensation committee of Mallincrodt Pharmaceuticals PLC since February 2024. In addition, Ms. Dorton was a member of the board of directors of US Ecology, Inc., from 2014 to 2022 until its acquisition by Republic Services, Inc. Ms. Dorton also served as a member of the board of directors and chair of the audit committee of Pandion Therapeutics, Inc., a biopharmaceutical company, from 2020 until its acquisition by Merck & Co., Inc., in 2021. Previously, Ms. Dorton held CFO positions at several biotechnology companies, including Nodthera Inc., a company developing medicines to inhibit the NLRP3 inflammasome from 2020 to 2022, Repare Therapeutics Inc., a synthetic lethality and DNA repair-focused oncology company from 2019 to 2020, AVROBIO, Inc., a lentiviral gene therapy company from 2017 through 2018, and Immatics GmbH, a biotechnology company from 2015 through 2017. Earlier in her career, Ms. Dorton served as a Managing Director in investment banking for Morgan Stanley and Needham & Company and as an attorney at Sullivan & Cromwell. Ms. Dorton received her J.D. from the University of Virginia School of Law, her M.B.A. from George Washington University and her B.A. from Duke University. We believe that Ms. Dorton is qualified to serve on our board of directors due to her extensive leadership experience in multiple publicly-traded and privately-held pharmaceutical and biotechnology companies, and expertise in developing, financing and providing executive leadership in numerous biopharmaceutical companies. R. Keith Woods has served as a member of our board of directors since December 2023. Mr. Woods has over three decades of experience in the biopharmaceutical sector, having served most recently as Chief Operating Officer of argenx U.S. Inc., from April 2018 to June 2023, where he led the company through its transition from an R&D organization to a global commercial organization. During this time, he oversaw key teams in preparation for argenx’s first product launch, including sales, marketing, market access and reimbursement, business operations, patient services and medical affairs. In 2023, Mr. Woods transitioned from this role to serve as a strategic commercial advisor to the board of directors of argenx. Prior to argenx, Keith served as senior vice president of North American operations for Alexion Pharmaceuticals, Inc., where he managed a team of several hundred people in the U.S. and Canada and was responsible for more than $1 billion in annual sales. Prior to joining Alexion, Mr. Woods held various positions of increasing responsibility within Roche, Amgen, and Eisai Co., Ltd., over a span of 20 years. Keith currently serves on the board of directors of X4 Pharmaceuticals, Inc., Neurogene Inc., and Rocket Pharmaceuticals, Inc. He holds a Bachelor of Science in marketing from Florida State University. We believe that Mr. Woods is qualified to serve on our board of directors because of his significant experience in commercialization, sales, global operations, supply chain, and business strategy in the life sciences industry. 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 in this Proxy Statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. Except as described in “Corporate Governance—Board Composition,” 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 or our subsidiary.

  16. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. The board of directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate. Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. However, we do not have a formal policy concerning the diversity of the board of directors. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors’ approval to fill a vacancy or as director nominees for election to the board of directors by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. 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, race and gender, and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches.

  17. Summary Compensation Table

    Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Gavin MacBeath, Ph.D.(4) | 2023 | 545,121 | — | 2,342,541 | 296,000 | 12,392 | 3,196,054 | | Chief Executive Officer and Director | 2022 | 450,000 | — | 711,554 | 188,000 | 12,173 | 1,361,727 | | David Southwell(5) | 2023 | 153,472 | — | 135,250 | — | 1,003,724 | 1,292,446 | | Former President, Chief Executive Officer and Director | 2022 | 622,239 | — | 1,169,353 | 342,232 | 8,920 | 2,142,743 | | Brian Silver, J.D.(6) | 2023 | 283,106 | — | 1,290,858 | — | 10,208 | 1,584,172 | | Former Chief Financial Officer and Treasurer | 2022 | 480,000 | — | 910,937 | 192,000 | 18,187 | 1,601,123 | | Debora Barton, M.D. | 2023 | 472,500 | — | 944,853 | 217,000 | 75,643 | 1,709,996 | | Former Chief Medical Officer | | | | | | | | | Zoran Zdraveski, J.D., Ph.D.(7) | 2023 | 441,000 | — | 924,566 | 203,000 | 13,200 | 1,581,766 | | Chief Legal and Strategy Officer and Secretary | | | | | | | |

  19. Summary Compensation Table

    | (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to the named executive officers during fiscal year 2023, calculated in accordance with ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 6 to our financial statements for the year ended December 31, 2023, which are included in our Form 10-K filed with the SEC on March 6, 2024. The amounts reported in this column reflect the accounting cost for the stock options and does not correspond to the actual economic value that may be received upon exercise of the stock option or any sale of any of the underlying shares of common stock. |

  20. Summary Compensation Table

    | (2) Represents performance-based cash bonuses awarded to our named executive officers. See “Narrative Disclosures to the Summary Compensation Table —Non-Equity Incentive Plan Compensation” below for a description of this compensation. |

  21. Summary Compensation Table

    | (3) The amounts for 2023 represents certain benefits paid to the named executive officers, including retirement plan contributions made by the Company. In addition, amounts include, for Mr. Southwell, $1,003,724 in severance payments and for Dr. Barton, includes $66,000 in business travel stipend. |

  22. Summary Compensation Table

    | (4) Dr. MacBeath was appointed as the Company’s acting Chief Executive Officer effective March 28, 2023 and full-time Chief Executive Officer effective May 24, 2023. Amounts reported in this table reflect increases in base salary and target bonus provided in connection with his promotion. |

  23. Summary Compensation Table

    | (5) Mr. Southwell ceased providing services as the Company’s Chief Executive Officer and as a member of the board effective March 27, 2023. Amounts reported in this table reflect his partial year of service and severance payable to him in connection with his departure. |

  24. Summary Compensation Table

    | (6) Mr. Silver stepped down from the position of Chief Financial Officer and Treasurer, effective July 21, 2023. |

  25. Summary Compensation Table

    | (7) Dr. Barton stepped down from the position of Chief Medical Officer, effective March 31, 2024, and transitioned to an independent contractor consultant. |

  26. Outstanding equity awards at the year ended December 31, 2023

    Outstanding equity awards at the year ended December 31, 2023 The following table sets forth information regarding each unexercised option and all unvested stock held by each of our named executive officers as of December 31, 2023.

  27. Outstanding equity awards at the year ended December 31, 2023

    | | | Option Awards | | | | | Name(1) | Vesting Commencement Date | Number of securities underlying unexercised options exercisable (#)(2) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | | Gavin MacBeath, Ph.D. | 12/3/2018 | 17,651 | — | 1.97 | 1/24/2029 | | | 12/3/2018 | 17,651 | — | 1.97 | 1/24/2029 | | | 12/5/2019 | 31,716 | — | 2.46 | 12/18/2029 | | | 12/5/2029 | 20,859 | — | 2.46 | 12/18/2029 | | | 1/25/2021 | 30,881 | 20,653 | 5.82 | 1/27/2031 | | | 1/25/2021 | 90,581 | 24,462 | 5.82 | 1/27/2031 | | | 1/18/2022 | — | 19,370 | 4.85 | 1/18/2032 | | | 1/18/2022 | 67,083 | 53,547 | 4.85 | 1/18/2032 | | | 7/25/2022 | 35,416 | 50,000 | 3.27 | 7/25/2032 | | | 7/25/2022 | — | 14,584 | 3.27 | 7/25/2032 | | | 2/2/2023 | — | 11,667 | 1.81 | 2/2/2033 | | | 2/2/2023 | — | 28,333 | 1.81 | 2/2/2033 | | | 5/24/2023 | — | 44,001 | 2.49 | 6/13/2033 | | | 5/24/2023 | — | 492,299 | 2.49 | 6/13/2033 | | | 2/2/2024 | — | 68,376 | 2.49 | 6/13/2033 | | | 2/2/2024 | — | 516,624 | 2.49 | 6/13/2033 | | Debora Barton, M.D. | 7/5/2022 | 21,580 | 11,910 | 3.17 | 7/5/2032 | | | 7/5/2022 | 31,545 | 84,965 | 3.17 | 7/5/2032 | | | 2/2/2023 | — | 14,586 | 1.81 | 2/2/2033 | | | 2/2/2023 | — | 35,414 | 1.81 | 2/2/2033 | | | 5/24/2023 | — | 25,936 | 2.49 | 6/13/2033 | | | 5/24/2023 | — | 194,064 | 2.49 | 6/13/2033 | | | 2/2/2024 | — | 47,944 | 2.49 | 6/13/2033 | | | 2/2/2024 | — | 162,056 | 2.49 | 6/13/2033 | | Zoran Zdraveski, J.D., Ph.D. | 9/7/2021 | 62,129 | 43,379 | 8.99 | 9/7/2031 | | | 9/7/2021 | 22,246 | 22,246 | 6.16 | 9/7/2031 | | | 1/18/2022 | 40,729 | 42,500 | 4.85 | 1/18/2032 | | | 1/18/2022 | — | 1,771 | 4.85 | 1/18/2032 | | | 7/25/2022 | 1 | 7,294 | 3.27 | 7/25/2032 | | | 7/25/2022 | 17,707 | 24,998 | 3.27 | 7/25/2032 | | | 2/2/2023 | — | 10,209 | 1.81 | 2/2/2033 | | | 2/2/2023 | — | 24,791 | 1.81 | 2/2/2033 | | | 5/24/2023 | — | 42,363 | 2.49 | 6/13/2033 | | | 5/24/2023 | — | 177,637 | 2.49 | 6/13/2033 | | | 2/2/2024 | — | 64,797 | 2.49 | 6/13/2033 | | | 2/2/2024 | — | 145,203 | 2.49 | 6/13/2033 |

  28. Outstanding equity awards at the year ended December 31, 2023

    | (1) Neither Mr. Southwell nor Mr. Silver held outstanding options or outstanding unvested stock awards as of December 31, 2023. |

  29. Outstanding equity awards at the year ended December 31, 2023

    | (2) Each of the option awards vest as follows: 25% of the shares vest on the first anniversary of the vesting commencement date, and 1/48th of the shares vest upon the completion of each month of continuous service thereafter. If we are subject to a change of control, then 100% of any unvested shares subject to this option shall immediately vest. |

  30. Agreements with Our Named Executive Officers and Potential Payments upon Termination or Change of Control

    Agreements with Our Named Executive Officers and Potential Payments upon Termination or Change of Control We entered into employment agreements with each of our named executive officers, as summarized below. The employment agreements provide for at-will employment and, other than in the context of a termination without cause or a resignation for good reason (as such terms are defined in the employment agreements), may be terminated at any time. The severance and acceleration benefits that our named executive officers are entitled to are summarized below. Agreements with Gavin MacBeath, Ph.D. We entered into an employment agreement, effective as of April 23, 2021, with Dr. MacBeath (the “2021 MacBeath Agreement”). Pursuant to the terms of the employment agreement, Dr. MacBeath received an annual base salary and is eligible to receive an incentive performance bonus of a specified percentage of his annual base salary, which bonus amount is determined by our board of directors and dependent on the achievement of specific company, team and individual performance objectives. In addition, Dr. MacBeath previously entered into our standard proprietary information and inventions agreement, which contains one-year post-termination non-solicitation and non-competition provisions, provided that such one-year period will automatically be extended for an additional year following the separation date if Dr. MacBeath breaches a fiduciary duty to the Company or unlawfully takes, physically or electronically, any property belonging to the Company. In the event of Dr. MacBeath’s termination without cause or resignation for good reason in the three months prior to or 12 months following a change in control, then the restrictive covenants are no longer enforceable. In connection with the termination of Mr. Southwell’s employment with us, Dr. MacBeath was appointed as our acting Chief Executive Officer, effective as of March 28, 2023 and was later appointed as Chief Executive Officer, effective May 24, 2023. In connection with such appointment, we entered into a new employment agreement (the “2023 MacBeath Agreement”), superseding the 2021 MacBeath Agreement. The 2023 MacBeath Agreement provides Dr. MacBeath with severance benefits if the Company terminates his employment without cause or resigns for good reason (as each such term is defined in the 2023 MacBeath Agreement), equal to (i) salary continuation at his base salary for eighteen months following the separation and (ii) payment of the employer share of COBRA premiums for up to eighteen months, subject to Dr. MacBeath executing a general release of claims against the Company. If such separation without cause or for good reason occurs within the three months prior or 12 months following a change of control, then Dr. MacBeath will be entitled to a lump sum payment equal to (i) one-and-one-half (1.5) times his (x) base salary plus (y) annual target bonus, plus (ii) pro-rata target bonus and (iii) payment COBRA premiums for up to 18 months. If the Company is subject to a change of control and in the three months prior or twelve months following Dr. MacBeath is terminated without cause or resigns for good reason, then 100% of any unvested shares or equity awards shall immediately vest and be non-forfeitable. The Company’s obligation to make severance payments during the applicable severance period will cease immediately upon Dr. MacBeath’s material breach of his restrictive covenants as set forth in the Company’s standard proprietary information and inventions agreement.

  31. Non-Employee Director Compensation

    Non-Employee Director Compensation Our board of directors adopted and maintains a non-employee director compensation policy, which is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, each director who is not an employee is paid cash and equity compensation. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

  32. Non-Employee Director Compensation

    | | Member Annual Fee ($) | Chairperson Additional Annual Fee ($) | | Board of Directors | 40,000 | $— | | Audit Committee | 7,500 | 7,500 | | Compensation Committee | 6,000 | 6,000 | | Nominating and Corporate Governance Committee | 4,000 | 4,000 |

  33. Non-Employee Director Compensation

    We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our board of director and committee meetings. In addition, each new non-employee director elected to our board of directors will be granted an option to purchase up to 35,000 shares of our common stock on the date of such director’s election or appointment to the board of directors, which will vest in the following manner, subject to the director’s continued service on our board of directors through such vesting date: in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting. On the date of each annual meeting of stockholders of our company, each non-employee director will be granted an additional option to purchase 35,000 shares of our common stock, which will vest in the following manner, subject to the director’s continued service on our board of directors through such vesting date: in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting.

  34. Director Compensation Table

    Director Compensation Table The table below shows all compensation earned by or paid to our non-employee directors during 2023. David Southwell, our former president and chief executive officer, did not receive any compensation for his service as director. The compensation received by Mr. Southwell during 2023 is set forth in the section of this Proxy Statement captioned “Executive Compensation—Summary Compensation Table” and, consequently, is not included in this table.

  35. Director Compensation Table

    | Name(3) | Fees earned or paid in cash ($) | Option awards ($)(1)(2) | All other compensation ($) | Total ($) | | Timothy Barberich | 49,660 | 67,165 | — | 116,825 | | Ittai Harel | 23,140 | — | — | 23,140 | | Stephen Biggar, M.D., Ph.D. | 56,000 | 67,165 | — | 123,165 | | Katina Dorton, J.D., M.B.A. | 65,427 | 67,165 | — | 132,592 | | Gabriela Gruia, M.D. | 46,364 | 67,165 | — | 113,529 | | Barbara Klencke, M.D. | 37,060 | 84,681 | — | 121,742 | | R. Keith Woods | 3,664 | 87,232 | — | 90,897 |

  36. Director Compensation Table

    | (1) The amounts in this column represent the aggregate grant date fair value of option awards granted to the non-employee director in the applicable fiscal year computed in accordance with FASB ASC Topic 718. See Note 6 to our financial statements for the year ended December 31, 2023, which are included in our Form 10-K filed with the SEC on March 6, 2024. See Note 6 of the notes to our consolidated financial statements appearing in our 2023 Annual Report for a discussion of our assumptions made in determining the grant date fair value of our equity awards. |

  37. Director Compensation Table

    | (2) As of December 31, 2023, our non-employee directors held outstanding stock options as follows: Mr. Barberich (options to purchase 92,039 shares), Dr. Biggar (options to purchase 44,146 shares), Ms. Dorton (options to purchase 92,926 shares), Dr. Gruia (options to purchase 62,438 shares), Dr. Klencke (options to purchase 45,670 shares) and Mr. Woods (options to purchase 17,500 shares). |