DEF 14A of Foghorn Therapeutics Inc.
Filed May 3, 2024 · FY20230001193125-24-129981
DIRECTOR BIOGRAPHIES
DIRECTOR BIOGRAPHIES Information concerning our directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led to the Board of Directors’ conclusion at the time of filing of this Annual Report that each person listed below should serve as a director.
DIRECTOR NOMINEES (CLASS I DIRECTORS)
DIRECTOR NOMINEES (CLASS I DIRECTORS) Scott Biller, Ph.D., has served as a member of our Board of Directors since January 2020. Dr. Biller currently serves as a Senior Advisor for Agios Pharmaceuticals, where he previously served as the company’s Chief Scientific Officer from September 2010 to December 2019. Dr. Biller is also currently the sole proprietor of Biller Consulting, a consulting company serving the biopharmaceutical industry, and since December 2021 he has served as an Executive Venture Partner at the venture capital fund GV. From 2003 to 2010, Dr. Biller was Vice President and Head of Global Discovery Chemistry at the Novartis Institutes for Biomedical Research. Prior to that, Dr. Biller held the positions of Vice President, Pharmaceutical Candidate Optimization at the Bristol Myers Squibb, or BMS, Pharmaceutical Research Institute and Executive Director of Drug Discovery chemistry for the BMS research site in Lawrenceville, New Jersey. Since June 2020, Dr. Biller has served on the Board of Directors of Remix Therapeutics and, since February 2021, has served on the Board of Directors of Rome Therapeutics. Dr. Biller earned a S.B. degree from the Massachusetts Institute of Technology, a Ph.D. from Caltech and was an NIH Postdoctoral Fellow at Columbia University in natural product synthesis. We believe Dr. Biller is qualified to serve on our Board of Directors because of his extensive experience in drug discovery and development and his significant leadership experience in the biotechnology industry. Thomas J. Lynch, Jr., M.D., has served as a member of our Board of Directors since October 2022. Dr. Lynch is a world-renowned scientist, highly respected oncologist and successful leader of National Cancer Institute-Designated Comprehensive Cancer Centers. Since February 2020, Dr. Lynch has served as president and director of Fred Hutchinson Cancer Research Center, where he sets the strategic direction of the center, oversees center- wide initiatives and represents the Hutch’s interests to major partners and governmental bodies. He also directs the Fred Hutch/University of Washington Cancer Consortium and is principal investigator of its Cancer Center Support Grant. Before taking over as the Hutch’s sixth president, Dr. Lynch was most recently chief scientific officer of Bristol-Myers Squibb from March 2017 to October 2019. Prior to that he held leadership roles as CEO of Massachusetts General Physicians Organization from September 2015 to March 2017, director of Yale Cancer Center and physician-in-chief at Yale’s Smilow Cancer Hospital from April 2009 through March 2015. Prior to those positions, Dr. Lynch was chief of hematology-oncology at Massachusetts General Hospital and professor of medicine at Harvard Medical School. Dr. Lynch is a member of the American Association for Cancer Research, the American Society of Clinical Oncology, and the International Association for the Study of Lung Cancer. Earlier in his career he was part of the first research team to discover how targeted therapies could dramatically change outcomes for lung cancer patients with mutations in the EGFR, or epidermal growth factor receptor, gene. We believe Dr. Lynch is qualified to serve on our Board of Directors because of his extensive experience as a clinician and scientist, as well as his leadership experience in the oncology space. Michael Mendelsohn, M.D., has served as a member of our Board of Directors since April 2017. Dr. Mendelsohn is also the Founder and Board Chairman, as well as Chief Strategy Officer, of Cardurion Pharmaceuticals, where he has served since May 2016. He is also a Professor of Medicine and Cardiology at Tufts Medical Center and Tufts University School of Medicine. Since April 2015, Dr. Mendelsohn has served as a senior advisor and consultant to the Head of Research and Development at Takeda Pharmaceutical Co. Ltd. From December 2014 to December 2018, was Senior Advisor, Consultant and a member of the Pharmaceuticals Advisory Committee at Ironwood Pharmaceuticals for the chief scientific officer and president of R&D. From May 2014 to July 2017, Dr. Mendelsohn was a venture partner for SV Health Investors. From June 2010 to November 2013, Dr. Mendelsohn served as Senior Vice President and Global Head of Cardiovascular Research at Merck Research Laboratories. From 1993 to 2010, Dr. Mendelsohn was a Professor of Medicine and Cardiology at Tufts Medical Center and Tufts University School of Medicine, where he founded and was the executive director of the Molecular Cardiology Research Institute from 1997 to 2010. From 2008 to 2010, he also served as Chief Scientific Officer at Tufts. From 1987 to 1993, Dr. Mendelsohn was a member of the faculty of the Cardiovascular Division at Brigham and Women’s Hospital and Harvard Medical School. Dr. Mendelsohn received a B.A. in Chemistry and English from Amherst College and an M.D. from Harvard Medical School. We believe Dr. Mendelsohn is qualified to serve on our Board of Directors because of his extensive experience as a clinician and scientist, along with experience and insights as an active advisor and consultant to leadership in research and development for multinational biopharmaceutical companies.
DIRECTORS WITH TERMS EXPIRING IN 2025 (CLASS II DIRECTORS)
DIRECTORS WITH TERMS EXPIRING IN 2025 (CLASS II DIRECTORS) Adrian Gottschalk has served as our President, Chief Executive Officer and as a member of our Board of Directors since May 2017. Prior to joining Foghorn and since 2004, Mr. Gottschalk worked at Biogen Inc. where he was most recently a Senior Vice President and Neurodegeneration Therapeutic Area Head from November 2015 to May 2017. In this role, he was responsible for the late-stage development and commercialization of medicines for Alzheimer’s disease, Parkinson’s disease, and amyotrophic lateral sclerosis, or ALS. Mr. Gottschalk holds a B.S. from Texas A&M University, an MBA from the Sloan School of Management at the Massachusetts Institute of Technology and an M.S. from the joint Harvard Medical School / Massachusetts Institute of Technology Division of Health Sciences & Technology (HST) Biomedical Enterprise Program. We believe that Mr. Gottschalk’s experience as our President and Chief Executive Officer along with 20 years of experience in the biotechnology field provides him with the qualifications and skills necessary to serve as a member of our Board of Directors. Adam M. Koppel, M.D., Ph.D., has served as a member of Foghorn’s board of directors since July 2017. Dr. Koppel currently serves as a partner of Bain Capital Life Sciences, a position he has held since June 2016. He initially joined Bain Capital Public Equity in 2003, where he was a leader within the healthcare sector until 2014. From 2014 to 2016, Dr. Koppel was executive vice president of corporate development and chief strategy officer at Biogen, Inc. Prior to joining Bain Capital Public Equity in 2003, Dr. Koppel was an associate principal at McKinsey & Co. in New Jersey where he served a variety of healthcare companies. Dr. Koppel sits on the board of directors of Solid Biosciences, Inc. and Cerevel Therapeutics Holdings, Inc. He also serves on the board of directors of Areteia Therapeutics, Inc. and Cardurion Pharmaceuticals, Inc., both private companies. Dr. Koppel previously served on the board of directors of BCLS Acquisition Corp., Trevena, Inc., Aptinyx Inc. and Dicerna Pharmaceuticals, Inc. Dr. Koppel graduated magna cum laude from Harvard University with an A.B. and A.M. in history and science. He received an M.D. and Ph.D. in neuroscience from the University of Pennsylvania School of Medicine and an M.B.A. from The Wharton School at the University of Pennsylvania, where he was a Palmer Scholar. We believe Dr. Koppel is qualified to serve on our Board of Directors due to his background as an executive officer, director and venture capital investor in biopharmaceutical companies, as well as his scientific and medical background. Ian F. Smith has served as a member of our Board of Directors since April 2021. Mr. Smith currently serves as a Senior Advisor to Bain Capital Life Sciences, which position he has held since January 2021. He has also served as Executive Chair of the board of directors of Solid Biosciences since April 2020, Chairman of the board of directors of iVexSol Inc. since August 2023, the Chairman of the board of directors of Rivus Pharmaceuticals since November 2023, and as a board member of Alkeus Pharmaceuticals and Stoke Therapeutics since December 2022 and September 2023, respectively. Mr. Smith also provides advisory and consulting services to these companies and other biotechnology companies. Prior to his current roles, Mr. Smith was Executive Vice President and Chief Operating Officer of Vertex Pharmaceuticals from September 2017 to January 2019 and prior to that served as Chief Financial Officer from October 2001 to September 2017. Prior to 2001, Mr. Smith was a partner in the Life Science and Technology Practice of the accounting firm Ernst & Young LLP. Mr. Smith received a B.A. with honors in accounting and finance from Manchester Metropolitan (UK). We believe Mr. Smith is qualified to serve on our Board of Directors due to his knowledge and experience across multiple roles in the biotechnology industry.
DIRECTORS WITH TERMS EXPIRING IN 2026 (CLASS III DIRECTORS)
DIRECTORS WITH TERMS EXPIRING IN 2026 (CLASS III DIRECTORS) Douglas Cole, M.D., has served as a member of our Board of Directors since October 2015. Dr. Cole joined Flagship Pioneering, which conceives, creates, resources and develops first-in-category bioplatform companies, in 2001, and is currently a Managing Partner focused on life science investments. Dr. Cole currently serves on the board of directors of Sana Biomedicine and a number of private companies. In the past five years, Dr. Cole served on the boards of directors of Denali Therapeutics, Sigilon Therapeutics, Quanterix Corporation and Editas Medicine. Dr. Cole received his M.D. from the University of Pennsylvania School of Medicine and his B.A. in English from Dartmouth College. We believe Dr. Cole is qualified to sit on our Board of Directors given his substantial experience as an investor in emerging biopharmaceutical and life sciences companies as well as his experience serving on the boards of directors of multiple public and private biopharmaceutical companies. Balkrishan (Simba) Gill, Ph.D., has served as a member of our Board of Directors since July 2017. Dr. Gill was the CEO of Evelo Biosciences from 2015 to 2023. During the same period Dr. Gill was a special advisor and senior partner at Flagship Pioneering, an innovation enterprise that conceives, creates, resources and develops first-in-category life sciences companies. From 2016 to 2019, Dr. Gill served on the board of directors of Realm Therapeutics PLC. Dr. Gill received his Ph.D. from King’s College, London and his MBA from INSEAD. We believe Dr. Gill is qualified to serve on our Board of Directors due to his knowledge and experience in the venture capital and pharmaceutical industries. B. Lynne Parshall has served as a member of our Board of Directors since August 2022. She has also served as a Director of Ionis Pharmaceuticals, Inc. since September 2000 and as a Senior Strategic Advisor to Ionis from January 2018 to December 2022. Previously she served as Ionis’s Chief Operating Officer from December 2007 through January 2018 and as its Chief Financial Officer from June 1994 through December 2012. She also served as its Corporate Secretary through 2014 and has served with Ionis in various executive roles since November 1991. Prior to joining Ionis, Ms. Parshall practiced law at Cooley LLP, where she was a partner from 1986 to 1991. Ms. Parshall has also served as the CEO of Lyme Pinnacle Consulting LLC, a strategic consulting firm in the life sciences industry, since 2018. Ms. Parshall has served on the boards of directors of Cytokinetics, Inc., a public biopharmaceutical company, since February 2013; Repertoire Immune Medicines, Inc., a private company in the life sciences industry, since 2021; Ring Therapeutics, Inc., a private company in the life sciences industry, since 2022; Alltrna, Inc., a private company in the life sciences industry since 2023; and Celdara Medical, LLC, a private company in the life sciences industry, since 2023. She also served on the board of directors of Akcea Therapeutics, Inc., a public biopharmaceutical company, from January 2015 until its acquisition by Ionis in October 2020. Ms. Parshall received her NACD Directorship Certification in 2023. Ms. Parshall received an A.B. from Harvard University and her J.D. from Stanford University. We believe Ms. Parshall is qualified to serve on our Board of Directors due to her knowledge and experience in the life sciences industry as well as her experience serving as a director on other public and private company boards.
Compensation Committee
| • | reviewing and making recommendations to the Board of Directors with respect to director compensation; |
Compensation Committee
| • | overseeing and administering our cash and equity incentive plans; |
Compensation Committee
| • | reviewing, considering and selecting, to the extent determined to be advisable, a peer group of appropriate companies for purposes of benchmarking and analysis of compensation for our executive officers and directors; |
Compensation Committee
| • | reviewing and approving all employment contracts and other compensation, severance and change-in-control arrangements for our executive officers; |
Compensation Committee
| • | retaining, appointing or obtaining advice of a compensation consultant, legal counsel or other advisor, and determining the compensation and independence of such consultant or advisor; |
Compensation Consultant
Compensation Consultant As a part of determining compensation for our executive officers and directors, the Compensation Committee engaged Pay Governance, LLC, or Pay Governance, as its independent compensation consultant during 2023. Pay Governance provided analysis and recommendations to the Compensation Committee regarding cash and equity compensation for such officers and directors. In determining to engage Pay Governance, the Compensation Committee considered its independence, taking into consideration relevant factors, including the absence of other services provided to the Company, the amount of fees the Company paid to Pay Governance as a percentage of its respective total revenue, Pay Governance’s policies and procedures that are designed to prevent conflicts of interest, any business or personal relationship any individual compensation advisor has with an executive officer of the Company, any business or personal relationship any individual compensation advisor has with any member of the Compensation Committee and any stock of the Company owned by Pay Governance or its individual compensation advisors. The Compensation Committee determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of Pay Governance and its individual compensation advisors as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Pay Governance is independent pursuant to the independence standards set forth in the Nasdaq listing standards promulgated pursuant to Section 10C of the Exchange Act.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for the fiscal years ended December 31, 2023 and 2022:
Summary Compensation Table
| Name and principal position | Year | Salary ($)(1) | Bonus ($)(2) | Option awards ($)(3) | Non-equity incentive plan compensation ($)(4) | All other compensation ($)(5) | Total ($) | | Adrian Gottschalk | 2023 | $579,000 | — | $1,719,292 | $202,650 | $3,000 | $2,503,942 | | President and Chief Executive Officer | 2022 | $575,000 | — | $4,645,819 | $215,625 | $— | $5,436,444 | | Steven Bellon, Ph.D.. | 2023 | $445,000 | — | $614,894 | $124,600 | $3,000 | $1,187,494 | | Chief Scientific Officer | 2022 | $435,000 | — | $1,580,167 | $130,500 | $— | $2,145,667 | | Alfonso Quintás-Cardama (6) | 2023 | $144,432 | 110,000 | $1,544,374 | $43,400 | $2,329 | $1,844,535 | | Chief Medical Officer | 2022 | $— | — | $— | $— | $— | $— |
Summary Compensation Table
| (1) The amount reported for Messrs. Gottschalk and Drs. Bellon and Quintás-Cardama includes employee contributions made to our 401(k) plan. |
Summary Compensation Table
| (2) The amount reported for Dr. Quintás-Cardama reflects a sign-on bonus. |
Summary Compensation Table
| (3) The amounts reported represent the aggregate grant date fair value of options to purchase our common stock granted to Mr. Gottschalk and Drs. Bellon and Quintás-Cardama in fiscal year 2023 and/or 2022, as applicable, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The assumptions used to value the stock options for this purpose are set forth in Note 7 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. |
Summary Compensation Table
| (4) The amounts reported represent the annual bonus earned by each of the named executive officers for the relevant fiscal year, to the extent applicable, based on the attainment of corporate performance goals as described below under “Annual Bonuses.” |
Summary Compensation Table
| (5) The amounts reported represent matching contributions made by the Company under our 401(k) plan on behalf of each of our named executive officers in 2023. |
Summary Compensation Table
| (6) Dr. Quintás-Cardama commenced employment with us on September 11, 2023. |
Outstanding Equity Awards at Fiscal Year-end Table
Outstanding Equity Awards at Fiscal Year-end Table The following table sets forth information about outstanding equity awards held by each of our named executive officers as of December 31, 2023:
Outstanding Equity Awards at Fiscal Year-end Table
| Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($/share) | Option expiration date | | Adrian Gottschalk | 418,926 | — | $0.54 | 5/29/2027(1) | | | 250,697 | — | $3.72 | 2/20/2029(2) | | | 252,533 | 58,277 | $8.77 | 8/17/2030(3) | | | 206,250 | 93,750 | $16.63 | 1/27/2031(4) | | | 192,500 | 247,500 | $14.87 | 1/25/2032(5) | | | — | 280,000 | $8.38 | 1/25/2033(6) | | Steven Bellon, Ph.D. | 3,716 | — | $3.72 | 2/12/2029(7) | | | 21,622 | 8,108 | $8.77 | 8/18/2030(8) | | | 52,702 | 12,162 | $8.77 | 8/20/2030(9) | | | 34,375 | 15,625 | $16.63 | 1/27/2031(10) | | | 65,625 | 84,375 | $14.87 | 1/25/2032(11) | | | — | 100,000 | $8.38 | 1/25/2033(12) | | Alfonso Quintás-Cardama, M.D.. | — | 272,000 | $7.57 | 9/10/2033(13) |
Outstanding Equity Awards at Fiscal Year-end Table
| (1) Represents an option to purchase 905,405 shares of our common stock, granted on May 30, 2017, which vested as to 25% of the underlying shares on May 30, 2018, and vested as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters. |
Outstanding Equity Awards at Fiscal Year-end Table
| (2) Represents an option to purchase 250,697 shares of our common stock, granted on February 20, 2019, which vested as to 25% of the underlying shares on January 30, 2020, and vested as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters. |
Outstanding Equity Awards at Fiscal Year-end Table
| (3) Represents an option to purchase 310,810 shares of our common stock, granted on August 18, 2020, which vested as to 25% of the underlying shares on August 18, 2021, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Mr. Gottschalk’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (4) Represents an option to purchase 300,000 shares of our common stock, granted on January 28, 2021, which vested as to 25% of the underlying shares on January 28, 2022, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Mr. Gottschalk’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (5) Represents an option to purchase 440,000 shares of our common stock, granted on January 26, 2022, which vested as to 25% of the underlying shares on January 26, 2023, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Mr. Gottschalk’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (6) Represents an option to purchase 280,000 shares of our common stock, granted on January 26, 2023, which vested as to 25% of the underlying shares on January 26, 2024, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Mr. Gottschalk’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (7) Represents an option to purchase 29,729 shares of our common stock, granted on February 13, 2019, which vested as to 25% of the underlying shares on February 13, 2020, and vested as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters. |
Outstanding Equity Awards at Fiscal Year-end Table
| (8) Represents an option to purchase 43,243 shares of our common stock, granted on August 18, 2020, which vested as to 25% of the underlying shares on August 17, 2021, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Bellon’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (9) Represents an option to purchase 64,864 shares of our common stock, granted on August 20, 2020, which vested as to 25% of the underlying shares on August 17, 2021, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Bellon’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (10) Represents an option to purchase 50,000 shares of our common stock, granted on January 28, 2021, which vested as to 25% of the underlying shares on January 28, 2022, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Bellon’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (11) Represents an option to purchase 150,000 shares of our common stock, granted on January 26, 2022, which vested as to 25% of the underlying shares on January 26, 2023, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Bellon’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (12) Represents an option to purchase 100,000 shares of our common stock, granted on January 26, 2023, which vested as to 25% of the underlying shares on January 26, 2024, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Bellon’s continued employment with us through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-end Table
| (13) Represents an option to purchase 272,000 shares of our common stock, granted on September 11, 2023, which vests as to 25% of the underlying shares on September 11, 2024, and vests as to 6.25% of the underlying shares on the first day of each calendar quarter thereafter, for the subsequent 12 calendar quarters, generally subject to Dr. Quintás-Cardama’s continued employment with us through the applicable vesting date. |
Director Compensation
Director Compensation The following table sets forth information concerning the compensation awarded to, earned by, or paid to our non-employee directors during the fiscal year ended December 31, 2023. Mr. Gottschalk’s compensation for 2023 is included with that of our other named executive officers above.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2)(3)(4) | All other compensation ($) | Total ($) | | Douglas Cole, M.D. | $83,000 | $101,573 | $— | $184,573 | | Simba Gill, Ph.D. | $57,500 | $101,573 | $— | $159,073 | | B. Lynne Parshall | $56,079 | $101,573 | $— | $157,652 | | Scott Biller, Ph.D. | $44,000 | $101,573 | $— | $145,573 | | Adam Koppel, M.D., Ph.D. | $51,500 | $101,573 | $— | $153,073 | | Michael Mendelsohn, M.D. | $53,000 | $101,573 | $— | $154,573 | | Ian Smith | $40,000 | $211,572 | $— | $251,572 | | Thomas Lynch, M.D. | $44,000 | $101,573 | $— | $145,573 |
Director Compensation
| (1) All cash fees payable in respect of Dr. Cole’s board service are remitted to an affiliate of Flagship Pioneering, Inc. |
Director Compensation
| (2) In 2023, each of non-employee director who served on our Board of Directors was granted an option to purchase 16,000 shares of our common stock on June 21, 2023, following the 2023 annual meeting of stockholders. Mr. Smith was also granted an option to purchase 26,977 shares of our common stock on December 8, 2023 pursuant to a consulting agreement between Mr. Smith and the Company entered into on December 8, 2023. |
Director Compensation
| (3) The amounts reported represent the aggregate grant date fair value of options to purchase our common stock granted to our non-employee directors in fiscal year 2023, computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. The assumptions used to value the stock options for this purpose are set forth in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Director Compensation
| (4) Non-employee directors who served on our Board of Directors during 2023 held the following unexercised stock options as of December 31, 2023: |
Director Compensation
| Name | Number of Shares Underlying Stock Options (#) | | Douglas Cole, M.D. | 44,530 | | Simba Gill, Ph.D. | 151,718 | | B. Lynne Parshall | 48,000 | | Scott Biller, Ph.D. | 139,124 | | Adam Koppel, M.D., Ph.D. | 139,124 | | Michael Mendelsohn, M.D. | 139,124 | | Ian Smith | 120,891 | | Thomas Lynch, M.D. | 48,000 |
Director Compensation Policy
Director Compensation Policy Our Board of Directors adopted a non-employee director compensation policy in connection with our initial public offering. Under the non-employee director compensation policy, our non-employee directors are compensated as follows:
Director Compensation Policy
| • | each non-employee director receives an annual cash fee of $40,000 ($70,000 for the chair of our Board of Directors); |
Director Compensation Policy
| • | each non-employee director who is a member of the audit committee receives an additional annual cash fee of $7,500 ($15,000 for the audit committee chair); |
Director Compensation Policy
| • | each non-employee director who is a member of the compensation committee receives an additional annual cash fee of $5,000 ($10,000 for our compensation committee chair); |
Director Compensation Policy
| • | each non-employee director who is a member of the nominating and corporate governance committee or the science committee receives an additional annual cash fee of $4,000 ($8,000 for the nominating and corporate governance or science committee chair); |
Director Compensation Policy
| • | each non-employee director who is first elected or appointed to our Board of Directors after our initial public offering is granted an option under the Foghorn Therapeutics Inc. 2020 Equity Incentive Plan, or the 2020 Plan, to purchase 32,000 shares of our common stock (but in no event will a non-employee director’s initial grant have a grant date fair value, determined in accordance with FASB ASC 718, that exceeds $600,000); and |
Director Compensation Policy
| • | each non-employee director who has served as a member of our Board of Directors for at least a six-month period prior to the first meeting of our Board of Directors following the annual meeting of our stockholders is annually granted an option under the 2020 Plan to purchase 16,000 shares of our common stock (but in no event will a non-employee director’s annual grant have a grant date fair value, determined in accordance with FASB ASC 718, that exceeds $300,000). |
Director Compensation Policy
The stock options granted to our non-employee directors will have a per share exercise price at least equal to the closing price of a share of our common stock on the date of grant and will expire not later than ten years after the date of grant. The stock option granted to a non-employee director upon his or her initial election to our Board of Directors will vest as to one-third of the underlying shares on each of the first three anniversaries of the date of grant, subject to such director’s continued service on our Board of Directors. The annual stock options granted to our non-employee directors will vest in full on the first anniversary of the date of grant, subject to the director’s continued service on our Board of Directors. Each non-employee director is entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board of Directors and any committee on which he or she serves. Pursuant to the terms of the 2020 Plan, the aggregate value of all compensation granted or paid to any director with respect to any calendar year, including awards granted under the 2020 Plan and cash fees or other compensation paid by us to such director outside of the 2020 Plan for his or her services as a director during such calendar year, is subject to a limit of $750,000 in the aggregate ($1,000,000 in the aggregate with respect to a director’s first year of service on our Board of Directors).
PROPOSAL NO. 1—ELECTION OF DIRECTORS
PROPOSAL NO. 1—ELECTION OF DIRECTORS In accordance with the Company’s certificate of incorporation and bylaws, the Board of Directors is divided into three classes. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. Scott Biller, Thomas J. Lynch and Michael Mendelsohn are the Class I directors whose terms expire at the 2024 Annual Meeting of Stockholders. Each of Scott Biller, Thomas J. Lynch and Michael Mendelsohn has been nominated for and has agreed to stand for election to the Board of Directors to serve as a Class I director of the Company for three years and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Our bylaws provide for a majority voting standard for the election of directors in an uncontested election. Accordingly, a director nominee will be elected at the Annual Meeting only if the votes properly cast FOR his or her election exceed the votes properly cast as AGAINST with respect to his or her election. It is intended that, unless you give contrary instructions, shares represented by proxies will be voted FOR the election of the nominees listed. Foghorn has no reason to believe that the nominees will be unable to serve. In the event that the nominees are unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board of Directors, or the Board of Directors may determine that no directors are to be elected at the Annual Meeting. Information relating to the nominees for election as directors and for each continuing director, including his or her period of service as a director of Foghorn, principal occupation and other biographical material, is included in this proxy statement under “Management and Corporate Governance—Board Composition and Structure—Director Biographies.” THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES FOR CLASS I DIRECTORS.