DEF 14A of Wave Life Sciences, Inc., Jun 21, 2024

DEF 14A of Wave Life Sciences, Inc.

Filed Jun 21, 2024 · FY20230001193125-24-165712

Open on EDGAR

  1. As Special Business

    | 4. | To approve a proposed amendment to our 2021 Equity Incentive Plan, as amended, to increase the total number of ordinary shares available for issuance under the 2021 Equity Incentive Plan, as amended, by 5,000,000 ordinary shares in the manner and on the basis as set forth under “Proposal 4: Approval of an Amendment to the 2021 Equity Incentive Plan, as amended” in the attached proxy statement; |

  2. (Ordinary Resolution 4)

    | (ii) make or grant offers, agreements, options or other instruments (including the grant of awards or options pursuant to our equity-based incentive plans and agreements in effect from time to time) that might or would require ordinary shares to be allotted and issued, whether such allotment or issuance would occur during or after the expiration of this authority (including but not limited to, the creation and issuance of warrants, rights, units, purchase contracts, debentures or other instruments (including debt instruments) convertible into or exercisable for ordinary shares), |

  3. How Does the Board of Directors Recommend That I Vote on the Proposals?

    | • | “FOR” the approval of an increase in the total number of ordinary shares available for issuance under the 2021 Equity Incentive Plan, as amended; |

  4. Board of Directors

    Board of Directors Pursuant to our Constitution, there is no maximum number of directors that may hold office at any time. Our Board of Directors (our “Board”) currently consists of nine members and each of our directors is elected annually. Our Constitution requires that each of our directors retire at each annual general meeting of our shareholders, and each retiring director is then eligible for re-election. On June 5, 2024, our Board accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate Paul B. Bolno, M.D., MBA, Mark H.N. Corrigan, M.D., Christian Henry, Peter Kolchinsky, Ph.D., Adrian Rawcliffe, Ken Takanashi, Aik Na Tan, Gregory L. Verdine, Ph.D., and Heidi L. Wagner, J.D., each currently a director of the Company, for election at the 2024 AGM. If each such nominee is elected, he or she will serve on our Board until our 2025 Annual General Meeting of Shareholders and until their successor has been elected and qualified. Pursuant to the Singapore Companies Act and our Constitution, our Board must have at least one director who is ordinarily resident in Singapore. Ms. Tan is currently our Singapore resident director. Due to the Singapore Companies Act requirement that we have at least one director who is ordinarily resident in Singapore in office at all times, the sole resident director cannot resign or step down unless there is at least one other resident director. In the event that Ms. Tan is not elected at the 2024 AGM, she will continue in office after the 2024 AGM as a member of our Board until her qualifying successor (i.e., a Singapore resident director) is appointed. Set forth below are the names of our directors, their ages as of June 5, 2024, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which they hold or have held directorships during the past five years. In addition, information about the specific experience, qualifications, attributes or skills that led to our Board’s conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below.

  5. Board of Directors

    | Name | Age | Position/Title | | Paul B. Bolno, M.D., MBA | 50 | President, Chief Executive Officer and Director | | Christian Henry | 56 | Chair of the Board | | Mark H.N. Corrigan, M.D. | 66 | Director | | Peter Kolchinsky, Ph.D. | 47 | Director | | Adrian Rawcliffe | 52 | Director | | Ken Takanashi | 60 | Director | | Aik Na Tan | 53 | Director | | Gregory L. Verdine, Ph.D. | 64 | Director | | Heidi L. Wagner, J.D. | 59 | Director |

  6. Board of Directors

    Paul B. Bolno, M.D., MBA has served as our President and Chief Executive Officer since December 2013 and as a director since April 2014. Since May 2020, Dr. Bolno has served as Chairman of the Scientific Advisory Group for the Nucleic Acid Therapy Accelerator (NATA) in the United Kingdom. From June 2020 through March 2024, Dr. Bolno served on the board of directors of SQZ Biotechnologies, a publicly-traded life sciences company that was acquired by STEMCELL Technologies Canada Acquisitions, Inc. in March 2024. Prior to joining us, he served at GlaxoSmithKline plc from 2009 to 2013 in various roles, including Vice President, Worldwide Business Development—Head of Asia BD and Investments, Head of Global Neuroscience BD, a director of Glaxo Welcome Manufacturing, Pte. Ltd. in Singapore and Vice President, Business Development for the Oncology Business Unit, where he helped establish GlaxoSmithKline’s global oncology business and served as a member of the Oncology Executive Team, Oncology Commercial Board and Cancer Research Executive Team. Prior to GlaxoSmithKline, he served as director of Research at Two River LLC, a health care private equity firm from 2004 to 2009. Dr. Bolno earned a medical degree from MCP-Hahnemann School of Medicine and an M.B.A. from Drexel University. He was a general surgery resident and cardiothoracic surgery postdoctoral research fellow at Drexel University College of Medicine. We believe that Dr. Bolno’s experience serving as our President and Chief Executive Officer since 2013, his medical degree and clinical training in cardiothoracic surgery, his business degree and experience evaluating life sciences companies in healthcare private equity, and his extensive business development and operating experience working in various roles at one of the world’s largest global healthcare companies qualify him to serve on our Board. Christian Henry has served as a director since November 2016, and as Chairman of our Board since October 2017. Mr. Henry currently serves as the President and Chief Executive Officer of Pacific Biosciences, a publicly traded life sciences company, a position he has held since September 2020, and has also served on its board of directors since 2018. Mr. Henry has served on the board of directors of Ginkgo Bioworks, a publicly-traded synthetic biology company, since 2016, and previously served on the board of directors CM Life Sciences III Inc., a publicly-traded special purpose acquisition company, from April 2021 through December 2021. Mr. Henry served as Executive Vice President & Chief Commercial Officer of Illumina, Inc. from 2015 through January 2017, and previously served as Senior Vice President & Chief Commercial Officer from 2014 to 2015, Senior Vice President & General Manager Genomic Solutions from 2012 to 2014, Senior Vice President, Chief Financial Officer & General Manager Life Sciences from 2010 to 2012, Senior Vice President, Corporate Development & Chief Financial Officer from 2009 to 2010, Senior Vice President & Chief Financial Officer from 2007 to 2009, and Vice President & Chief Financial Officer from 2005 to 2006. Prior to joining Illumina, Inc., Mr. Henry served as the Chief Financial Officer of Tickets.com, Inc. from 2003 to 2005. From 1999 to 2003, Mr. Henry served as Vice President, Finance & Corporate Controller of Affymetrix, Inc. (acquired by Thermo Fisher Scientific in 2016). In 1997, Mr. Henry joined Nektar Therapeutics (formerly Inhale Therapeutic Systems, Inc.), as Corporate Controller, and later as its Chief Accounting Officer from 1997 to 1999. In 1996, Mr. Henry served as General Accounting Manager of Sugen, Inc. Mr. Henry began his career in 1992 at Ernst & Young LLP, where he was a Senior Accountant through 1996. Mr. Henry earned his B.A. in biochemistry and cell biology from the University of California, San Diego, and his M.B.A., with a concentration in finance, from the University of California, Irvine. We believe he is qualified to serve on our Board and as our Chairman because of his proven strengths in corporate strategy, finance and operations, along with his extensive experience leading various functions at one of the largest and most innovative genetic healthcare companies, and his experience as a board member, board committee member and chief executive officer of publicly-traded life sciences companies. Mark H. N. Corrigan, M.D. has served as a director since September 2019. Since June 2021, Dr. Corrigan has served as a member of the board of directors of Nabriva Therapeutics plc, a publicly traded commercial-stage biopharmaceutical company, and previously served on its board of directors from June 2017 to May 2020. Dr. Corrigan also currently serves as chairman of the board of directors of Elios Therapeutics, LLC, a privately-held development-stage immuno-oncology company, and on the board of directors and as president of Silver Creek Pharmaceuticals, Inc., a privately-held clinical-stage biotechnology company. Dr. Corrigan served as the Chief Executive Officer of Correvio Pharma Corp. (“Correvio”), from March 2019 to May 2020. Prior to joining Correvio, Dr. Corrigan was President of Research and Development at Tremeau Pharmaceuticals (of which he is also a co-founder) from 2016 to March 2019. Dr. Corrigan served as President and Chief Executive Officer of Zalicus, Inc. (formerly CombinatoRx) from 2010 to 2014. Prior to that time, from 2003 to 2009, Dr. Corrigan held the role of Executive Vice President, Research and Development at Sepracor Inc. From 2000 to 2003, Dr. Corrigan served as Group Vice President, Clinical Research & Experimental Medicine at Pharmacia Corporation. Prior to this, Dr. Corrigan held various roles at The Upjohn Company, The University of North Carolina, and the National Institute of Mental Health Center for Psychoneuroendocrinology in Adults and Children at Dorthea Dix Hospital. Dr. Corrigan previously served as a member of the board of directors of Avanir Pharmaceuticals, Inc., CoLucid Pharmaceuticals, Inc., Correvio Pharma Corp., and Cubist Pharmaceuticals, Inc. Dr. Corrigan holds an M.D. from the University of Virginia and received specialty training in psychiatry at Maine Medical Center and Cornell University. He received a Bachelor of Arts in Psychology from the University of Virginia. We believe he is qualified to serve on our Board because of his extensive experience working with clinical-stage, publicly-traded biopharmaceutical companies as a board member, board committee member and chief executive officer, his medical degree and clinical training in psychiatry, and his clinical and regulatory expertise.

  7. Board of Directors

    Peter Kolchinsky, Ph.D. has served as a director since January 2015. Dr. Kolchinsky is a founder and Managing Partner of RA Capital, a multi-stage investment manager which is dedicated to evidence-based investing in healthcare and life science companies that are developing drugs, medical devices, diagnostics, services and research tools, where he has worked since 2001. RA Capital is the investment manager of RA Capital Healthcare Fund, L.P. Dr. Kolchinsky has served as a member of the board of directors of ARS Pharmaceuticals Inc., a publicly-traded biopharmaceutical company, since November 2022, in addition to serving as a member of the board of directors of a number of privately-held companies. Dr. Kolchinsky previously served as a member of the board of directors of Forma Therapeutics Holdings, Inc., from December 2019 through October 2022, Dicerna Pharmaceuticals, Inc., from July 2013 to December 2019, Icosavax, Inc. from July 2021 to December 2023, and Synthorx, Inc., from May 2018 to January 2020, all of which were publicly-traded biopharmaceutical companies. Dr. Kolchinsky also leads RA Capital’s engagement and publishing efforts, which aim to make a positive social impact and spark collaboration among healthcare stakeholders, including patients, physicians, researchers, policymakers, and industry. He served on the Board of Global Science and Technology for the National Academy of Sciences from 2009 to 2012, is the author of “The Great American Drug Deal” and “The Entrepreneur’s Guide to a Biotech Startup”, and frequently writes and speaks on the future of biotechnology innovation. Dr. Kolchinsky earned his Ph.D. in virology from Harvard University and earned his bachelor’s degree in Biology from Cornell University. We believe he is qualified to serve on our Board because of his scientific acumen, his strong reputation as a thought leader in the life sciences industry, his extensive experience investing in and forming, building and growing life sciences companies and mentoring their management teams, as well as his experience as an institutional investor and his experience serving as a board member, board committee member, and board observer of various publicly-traded and privately-held healthcare and life science companies. Adrian Rawcliffe has served as a director since February 2017. Since September 2019, Mr. Rawcliffe has served as the Chief Executive Officer and on the board of directors of Adaptimmune Therapeutics plc. (“Adaptimmune”), a publicly traded clinical-stage biopharmaceutical company. Mr. Rawcliffe also serves on the board of directors of Adaptimmune Ltd., a privately-held company and subsidiary of Adaptimmune. From 2015 to September 2019, he served as Adaptimmune’s Chief Financial Officer. Prior to joining Adaptimmune, Mr. Rawcliffe served in various roles at GlaxoSmithKline plc, including Senior Vice President Finance, North America Pharmaceuticals and Global Franchises from 2011 to 2015; Senior Vice President, Worldwide Business Development and R&D Finance from 2006 to 2011; Vice President, Worldwide Business Development Transactions and Ventures from 2003 to 2005; and Vice President, Deal Structuring from 2001 to 2003. From 2005 to 2006, Mr. Rawcliffe served as the President and Managing Partner of SR One Ltd. Mr. Rawcliffe began his career as a supervisor at Coopers & Lybrand (now PricewaterhouseCoopers) from 1993 to 1997. Mr. Rawcliffe received his B.Sc. in Natural Sciences from the University of Durham, England. Mr. Rawcliffe also received Chartered Accountancy training through The Institute of Chartered Accountants in England and Wales (ICAEW). We believe he is qualified to serve on our Board because of his global operating and business leadership experience working in the biopharmaceutical industry, his experience as a board member, board committee member, chief financial officer and chief executive officer of publicly-traded biotechnology companies, and his extensive operating and corporate development experience working in various roles at one of the world’s largest global healthcare companies. Ken Takanashi has served as a director since July 2012. Since 2002, Mr. Takanashi has served in various executive management and director roles at SNBL and its affiliates and currently serves as its Executive Vice President, Representative Director. Mr. Takanashi was the Chief Financial Officer of SNBL USA, Ltd., a subsidiary of Shin Nippon Biomedical Laboratories, from 2012 to 2014. Since 2016, Mr. Takanashi has also served on the board of directors of Satsuma Pharmaceuticals, Inc., a biopharmaceutical company that was previously publicly-traded and became a privately-held company and wholly-owned subsidiary of SNBL on June 8, 2023. Mr. Takanashi also serves as a member of the board of directors of TMS Co., Ltd., a biopharmaceutical company listed on the Tokyo Stock Exchange, since March 2022. Mr. Takanashi earned an M.B.A. from the University of Warwick and received his bachelor’s degree from the University of Tokyo and is a Chartered Public Accountant. We believe he is qualified to serve on our Board because of his extensive experience leading global research and development organizations in the biopharmaceutical industry, his experience forming, building and taking life sciences companies public, his experience serving as a board member and board committee member of various publicly-traded life sciences companies, his long-standing history with Wave, his close familiarity with our Japanese operations, and his business, financial and accounting credentials. Aik Na Tan has served as a director since August 2020. Ms. Tan currently serves as Senior Vice-President (Administration) at Nanyang Technological University, Singapore (NTU), a position she has held since January 2020. From when she joined NTU in August 2016 to December 2017, she served as NTU’s Chief Financial Officer. She also served as NTU’s Chief Administrative Officer from April 2017 to December 2017 and as NTU’s Vice-President (Administration) from January 2018 to December 2019. Prior to joining NTU, Ms. Tan served as Global Finance Transformation Leader & Managing Director of the Chemours Company Singapore Pte Ltd, a spin-off from DuPont, from 2015 to 2016. From 1994 to 2015, Ms. Tan held numerous global and regional leadership roles at DuPont in accounting, corporate treasury, six sigma, financial systems, supply chain, operations, financial and strategic planning, including various positions at DuPont Company (Singapore) Pte Ltd, most recently serving as the Chief Financial Officer of DuPont Titanium Technologies from November 2011 to February 2015. Ms. Tan began her professional career as a tax assistant at Price Waterhouse. Ms. Tan holds a Bachelor of Accountancy degree from the Nanyang Technological University, Singapore, and is a member of the Institute of Singapore Chartered Accountants. We believe she is qualified to serve on our Board because of her extensive experience as a chief financial officer and chief administrative officer, her broad operations experience working in Singapore corporations, her experience working on boards of directors and committees thereof, as well as her business, financial and accounting credentials.

  8. Board of Directors

    Gregory L. Verdine, Ph.D. is one of our founders and has served as a director since July 2013. He was our President, Chief Executive Officer and Chief Scientific Officer from our inception through December 2013 and served as Chairman of our Board from July 2013 through September 2017. Since 1989, Dr. Verdine has served as the Erving Professor of Chemistry in the Department of Stem Cell and Regenerative Biology and the Department of Chemistry and Chemical Biology at Harvard University and Harvard Medical School; he is now Erving Professor of Chemistry, Emeritus. Dr. Verdine co-founded the non-profit Gloucester Marine Genomics Institute and Gloucester Biotechnology Academy in 2013 and served as the Founding President until 2016. He is the co-founder of Fog Pharmaceuticals Inc., a privately-held company, and served as President and Chief Executive Officer of the company from October 2015 to June 2023 and Vice Chairman of the Board of Directors from June 2023 to June 2024. He is also President and Chief Executive Officer and serves on the board of directors of LifeMine Therapeutics Inc., a privately-held company. He is also the founder of Warp Drive Bio (merged with Revolution Medicines, Inc. (Nasdaq: RVMD)) and served in various roles, from Chief Scientific Officer to Chief Executive Officer, from the company’s inception in 2012 until April 2016. Dr. Verdine founded Enanta Pharmaceuticals and served as a member of its board of directors from 1990 through its initial public offering in 2013. He has served as a Venture Partner at WuXi Healthcare Ventures, AppleTree Ventures, TPG Biotech and Third Rock Ventures, and he is currently a Venture Partner at Andreessen Horowitz. He has served on the Board of Scientific Counselors of the National Cancer Institute, and on the Board of Scientific Consultants of the Memorial Sloan Kettering Cancer Center, and was a Senior Advisor to Shin Nippon Biomedical Laboratories Ltd, Hofmann La Roche, Pfizer and Merck. Dr. Verdine is also a co-founder of Eleven Biotherapeutics, Tokai Therapeutics, Aileron Therapeutics, and Gloucester Pharmaceuticals (acquired by Celgene in 2010). He has also served as a director of the Chemical Biology Initiative and the Program in Cancer Chemical Biology at the Dana-Farber Cancer Institute. Dr. Verdine received his Ph.D. in Chemistry from Columbia University and completed postdoctoral work in Molecular Biology at the Massachusetts Institute of Technology and Harvard Medical School. We believe he is qualified to serve on our Board because of his expertise and deep knowledge of our technology as one of our co-founders, his vast expertise in new modality therapeutics, including as a co-inventor of the core Wave Life Sciences stereochemistry technology and leading expert in the field of stereopure oligonucleotide therapeutics, and his long track record of founding, advising and leading multiple successful biopharmaceutical companies. Heidi L. Wagner, J.D. has served as a director since September 2019. Ms. Wagner currently serves as Global Head of Government Affairs at ElevateBio, LLC, a privately-held biopharmaceutical company, a position she has held since March 2023. Ms. Wagner also serves as a member of the Board of Directors for the University of Colorado Foundation. Ms. Wagner served as Senior Vice President, Government Affairs and Policy at Global Blood Therapeutics, Inc., from 2018 through January 2021. Prior to joining Global Blood Therapeutics, Ms. Wagner served as Senior Vice President, Global Governmental Affairs and a member of the Executive Committee at Alexion Pharmaceuticals, Inc. from 2012 to 2018, and as Vice President, Global Government Affairs from 2009 to 2012. Ms. Wagner held the role of Senior Director of Government Affairs at Genentech, Inc. from 2000 to 2009, and as Director, Government Affairs from 1998 to 1999. Prior to that time, she served as Health Policy Director and Consultant at Healthcare Leadership Council, and in various roles at Epstein Becker & Green and Groom & Nordberg, and the U.S. House of Representatives. Ms. Wagner currently serves as a member of the board of directors of the American Kidney Fund, as a Trustee of the University of Colorado Foundation, and as an advisory board member of the University of Colorado, College of Media, Communication and Information. From 2015 to 2018, she also served as a member of the board of directors of the European Confederation of Pharmaceutical Entrepreneurs. Ms. Wagner earned a J.D. from George Mason University School of Law and received a Bachelor of Science in Journalism and Mass Communication from the University of Colorado. We believe she is qualified to serve on our Board because of her enterprise leadership experience and her extensive experience as a government affairs executive driving strategy for government policy, pricing, reimbursement and patient access for various biopharmaceutical companies, including leading the pricing and reimbursement strategy, and implementing the global compliance programs for leading rare disease biopharmaceutical organizations.

  9. Nominating and Corporate Governance Committee

    | • | Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to our current and long-term objectives and should be willing and able to contribute positively to our decision-making process. |

  10. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  11. Summary Compensation Table

    Summary Compensation Table The following table shows the total compensation paid or accrued during the last two fiscal years ended December 31, 2023 and 2022 for (i) our President and Chief Executive Officer, and (ii) our two next most highly compensated executive officers, who earned more than $100,000 during the fiscal year ended December 31, 2023 and were serving as executive officers as of such date. Collectively, these three individuals are our named executive officers (“NEOs”) for purposes of this proxy statement.

  12. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Paul B. Bolno, M.D., MBA | 2023 | 636,400 | 2,744,529 | 475,700 | 17,671 | 3,874,300 | | President and Chief Executive Officer | 2022 | 617,900 | 1,565,220 | 461,900 | 22,977 | 2,667,997 | | Chandra Vargeese, Ph.D. | 2023 | 473,340 | 1,051,535 | 245,000 | 13,464 | 1,783,339 | | Chief Technology Officer, Head of Platform Discovery Sciences | 2022 | 459,540 | 521,740 | 237,800 | 12,714 | 1,231,794 | | Kyle Moran, CFA | 2023 | 471,300 | 970,730 | 243,900 | 11,142 | 1,697,072 | | Chief Financial Officer | 2022 | 439,875 | 470,923 | 227,600 | 10,392 | 1,148,790 |

  13. Summary Compensation Table

    | (1) Amounts represent the aggregate grant date fair value for the option awards identified, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 7 to the financial statements included in our 2023 Form 10-K. |

  14. Summary Compensation Table

    | (2) For 2023, the amounts include 401(k) matching contributions of $9,900 made to each of Drs. Bolno and Vargeese and Mr. Moran, as well as the value of annual premiums paid by us with respect to a life insurance policy for the benefit of each of the NEOs. For 2023, the amount for Dr. Bolno also includes reimbursement of commuting expenses of $5,606 and the related tax gross up of $1,355. |

  15. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows grants of options and unvested restricted share unit awards outstanding on the last day of the fiscal year ended December 31, 2023 to each of the NEOs.

  16. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Share Awards | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Share Units That Have Not Vested (#) | Market Value of Shares or Share Units That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Paul B. Bolno, M.D., MBA | 3/10/2015 | 219,025 | — | $2.48 | 3/10/2025 | | | | | | | 6/16/2016 | 236,400 | — | $18.79 | 6/16/2026 | | | | | | | 1/25/2017 | 72,500 | — | $29.05 | 1/25/2027 | | | | | | | 1/23/2018 | 109,000 | | $40.05 | 1/23/2028 | | | | | | | 3/3/2020 | 63,000 | | $8.17 | 3/3/2030 | | | | | | | 2/1/2021 | 200,000 | | $10.48 | 2/1/2031 | | | | | | | 1/1/2022 | 262,500 | 337,500(1) | $3.14 | 1/1/2032 | | | | | | | 7/25/2022 | 90,000 | 90,000(2) | $2.83 | 7/25/2032 | | | | | | | 2/17/2023 | | 771,000(3) | $4.75 | 2/17/2033 | | | | | | | | | | | | | | 92,500(4) | $467,125 | | Chandra Vargeese, Ph.D. | 3/10/2015 | 205,964 | — | $2.48 | 3/10/2025 | | | | | | | 6/16/2016 | 49,600 | — | $18.79 | 6/16/2026 | | | | | | | 1/25/2017 | 19,500 | — | $29.05 | 1/25/2027 | | | | | | | 1/23/2018 | 35,000 | — | $40.05 | 1/23/2028 | | | | | | | 3/3/2020 | 36,000 | — | $8.17 | 3/3/2030 | | | | | | | 2/1/2021 | 50,000 | — | $10.48 | 2/1/2031 | | | | | | | 1/1/2022 | 87,500 | 112,500(1) | $3.14 | 1/1/2032 | | | | | | | 7/25/2022 | 30,000 | 30,000(2) | $2.83 | 7/25/2032 | | | | | | | 2/17/2023 | | 295,400(3) | $4.75 | 2/17/2033 | | | | | | | | | | | | | | 50,000(4) | $252,5000 |

  17. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Share Awards | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Share Units That Have Not Vested (#) | Market Value of Shares or Share Units That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Kyle Moran, CFA | 3/10/2015 | 25,000 | — | $2.48 | 3/10/2025 | | | | | | | 6/16/2016 | 21,647 | — | $18.79 | 6/16/2026 | | | | | | | 1/23/2018 | 15,000 | — | $40.05 | 1/23/2028 | | | | | | | 3/3/2020 | 36,000 | — | $8.17 | 3/3/2030 | | | | | | | 2/1/2021 | 50,000 | — | $10.48 | 2/1/2031 | | | | | | | 1/1/2022 | 76,562 | 98,438(1) | $3.14 | 1/1/2032 | | | | | | | 7/25/2022 | 30,000 | 30,000(2) | $2.83 | 7/25/2032 | | | | | | | 2/17/2023 | — | 272,700(3) | $4.75 | 2/17/2033 | | | | | | | | | | | | | | 15,000(4) | $75,750 |

  18. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) 25% vested on January 1, 2023 and the remainder vests in equal quarterly installments over the following 12 quarters, subject to such officer’s continued service with us on each such vesting date. The award shall become fully vested upon termination without cause or for good reason within 12 months following a change of control. |

  19. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) 50% vested on July 25, 2023 and the remaining 50% vests on July 25, 2024, subject to such officer’s continued service with us on each such vesting date. The award shall become fully vested upon termination without cause or for good reason within 12 months following a change of control. |

  20. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) 25% vests on February 17, 2024 and the remainder vests in equal quarterly installments over the following 12 quarters, subject to such officer’s continued service with us on each such vesting date. The award shall become fully vested upon termination without cause or for good reason within 12 months following a change of control. |

  21. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) On May 4, 2022, 50% of the 2019 performance-based RSUs vested upon the achievement of the PN chemistry milestone and of the shares listed, if prior to March 7, 2029 the regulatory approval milestone is achieved, 80% of the unvested performance-based RSUs will be earned and vest, and if the commercial sale milestone is achieved, 20% of the unvested 2019 performance-based RSUs will be earned and vest. |

  22. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) The market value of the 2019 Performance-Based RSUs is based on the closing price of our ordinary shares of $5.05 per share at December 31, 2023. |

  23. Director Compensation

    Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2023 to each of our non-employee directors. Directors who are also employees are not compensated for their service on our Board.

  24. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) (1) | Option Awards ($) (2) | All Other Compensation ($) | Total ($) | | Christian Henry | 99,000 | 123,237 | — | 222,237 | | Mark H. N. Corrigan, M.D. | 71,500 | 123,237 | — | 194,737 | | Peter Kolchinsky, Ph.D.(3) | 47,500 | 123,237 | — | 170,737 | | Adrian Rawcliffe | 65,500 | 123,237 | — | 188,737 | | Ken Takanashi | 47,500 | 123,237 | — | 170,737 | | Aik Na Tan | 49,000 | 123,237 | — | 172,237 | | Gregory L. Verdine, Ph.D. | 47,500 | 123,237 | | 170,737 | | Heidi L. Wagner, J.D. | 62,500 | 123,237 | — | 185,737 |

  25. Director Compensation

    | (1) Amounts represent fees earned during 2023 under our 2023 Non-Employee Director Compensation Policy. |

  26. Director Compensation

    | (2) Amount represents the aggregate grant date fair value for the option awards granted in 2023 to our non-employee directors, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 7 to the financial statements included in our 2023 Form 10-K. |

  27. Director Compensation

    | (3) Pursuant to the terms of the RA Capital Healthcare Fund, L.P. governing documents, Dr. Kolchinsky is required to remit to RA Capital both the cash and the equity compensation, and RA Capital and not Dr. Kolchinsky individually is the beneficial owner of such compensation. |

  28. Director Compensation

    The following table shows the aggregate number of shares subject to options held by each of our non-employee directors as of December 31, 2023:

  29. Director Compensation

    | Name | Aggregate Number of Shares Subject to Options | | Christian Henry | 129,000 | | Mark H. N. Corrigan, M.D. | 118,500 | | Peter Kolchinsky, Ph.D. | 129,000 | | Adrian Rawcliffe | 129,000 | | Ken Takanashi | 129,000 | | Aik Na Tan | 108,000 | | Gregory L. Verdine, Ph.D.(1) | 558,869 | | Heidi Wagner | 118,500 |

  30. Director Compensation

    | (1) In October 2022, the Compensation Committee granted Dr. Verdine a non-qualified share option for 163,467 ordinary shares as form of payment under his consulting agreement for the service period of October 1, 2022 through December 31, 2024, the vesting of which is subject to Dr. Verdine’s continued service under the consulting agreement. |

  31. 2023 Non-Employee Director Compensation Policy

    2023 Non-Employee Director Compensation Policy At our 2023 AGM, our shareholders approved our 2023 Non-Employee Director Compensation Policy, under which our non-employee directors are compensated for their service as directors, including as members of the various committees of our Board on which they serve, for the Board service period that commenced on the date of our 2023 AGM and runs through the date of our 2024 AGM. The terms of the 2023 Non-Employee Director Compensation Policy are as follows: (A) Cash Compensation:

  32. 2023 Non-Employee Director Compensation Policy

    | • | Board of Directors: Annual cash compensation of $40,000 to each non-employee director, other than the Chair of the Board, and cash compensation of $75,000 to the non-employee Chair of the Board. |

  33. 2023 Non-Employee Director Compensation Policy

    | • | Audit Committee: Additional annual cash compensation of $18,000 to the Chair of the Audit Committee and $9,000 to each member of the Audit Committee other than the Chair. |

  34. 2023 Non-Employee Director Compensation Policy

    | • | Compensation Committee: Additional annual cash compensation of $15,000 to the Chair of the Compensation Committee and $7,500 to each member of the Compensation Committee other than the Chair. |

  35. 2023 Non-Employee Director Compensation Policy

    | • | Nominating and Corporate Governance Committee: Additional annual cash compensation of $15,000 to the Chair of the Nominating and Corporate Governance Committee and $7,500 to each member of the Nominating and Corporate Governance Committee other than the Chair. |

  36. 2023 Non-Employee Director Compensation Policy

    | • | Research and Development Committee: Additional annual cash compensation of $15,000 to the Chair of the Research and Development Committee and $7,500 to each member of the Research and Development Committee other than the Chair. |

  37. 2023 Non-Employee Director Compensation Policy

    | • | Proration: Additional pro rata cash compensation of the annual cash compensation amounts set forth above shall be made, as applicable, to (i) any director who ceases to be a director, Chair of the Board or member or chair of any committee of the Board and (ii) any new non-employee director who is appointed by the Board, any independent director who is appointed to the position of Chair of the Board or chair of any such committee of the Board or any independent director who is appointed to serve on any such committee of the Board, for their services rendered as a director and/or committee member, for the portion of the year in which such director so served. |

  38. 2023 Non-Employee Director Compensation Policy

    (B) Equity Compensation:

  39. 2023 Non-Employee Director Compensation Policy

    | • | Initial Equity Grant: One-time equity grant upon initial appointment or election to the Board of an option to purchase 90,000 ordinary shares, which shall vest as to 12.5% of the shares on a quarterly basis during the two-year period following the grant date. |

  40. 2023 Non-Employee Director Compensation Policy

    | • | Refresh Equity Grant: Each non-employee director whose initial equity grant has an expiration date within twelve months following the 2023 AGM shall be granted an option to purchase 90,000 ordinary shares, which shall vest as to 12.5% of the shares on a quarterly basis during the two-year period following the grant date. |

  41. 2023 Non-Employee Director Compensation Policy

    | • | Annual Equity Grant: Annual equity grant of an option to purchase 45,000 ordinary shares, which shall vest as to 100% of the shares on the earlier of the 2024 AGM or the first anniversary of the grant date. |

  42. 2023 Non-Employee Director Compensation Policy

    | • | Limitation on Equity Grants: A non-employee director shall be eligible to receive only one type of option grant at the 2023 AGM, which shall be an initial equity grant, a refresh equity grant, or an annual equity grant, in each case as described above. |

  43. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the U.S. Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  44. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO¹ ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on: TSR ($)(4) | Net Income ($ Millions) | | 2023 | 3,874,300 | 2,219,787 | 1,740,206 | 1,235,657 | 64.17 | (57.5) | | 2022 | 2,667,997 | 6,079,613 | 1,190,292 | 2,247,169 | 88.95 | (161.8) | | 2021 | 3,892,610 | 1,265,141 | 1,530,003 | 519,760 | 39.90 | (122.2) |

  45. PAY VERSUS PERFORMANCE

    | 1. | Paul B. Bolno, M.D., MBA was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  46. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | | Michael Panzara, M.D., MPH | Kyle Moran, CFA | Kyle Moran, CFA | | Chandra Vargeese, Ph.D. | Chandra Vargeese, Ph.D. | Chandra Vargeese, Ph.D. |

  47. PAY VERSUS PERFORMANCE

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  48. PAY VERSUS PERFORMANCE

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  49. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 3,874,300 | (2,744,529) | 1,090,016 | 2,219,787 |

  50. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2023 | 1,740,206 | (1,011,133) | 506,584 | 1,235,657 |

  51. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  52. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total- Inclusion of Equity Values for PEO ($) | | 2023 | 3,004,235 | (951,279) | — | (962,940) | — | 1,090,016 |

  53. PAY VERSUS PERFORMANCE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Total- Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,106,813 | (307,780) | — | (292,449) | — | 506,584 |

  54. PAY VERSUS PERFORMANCE

    | 4. | Assumes $100 was invested in the Company for the period starting December 31, 2020, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |

  55. PAY VERSUS PERFORMANCE

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s Net Income during the three most recently completed fiscal years.

  56. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Constitution requires that each of our directors retire at each annual general meeting of our shareholders, and each retiring director is then eligible for re-election. The Board, acting on the recommendation of the Nominating and Corporate Governance Committee, has nominated each of Paul B. Bolno, M.D., MBA, Mark H.N. Corrigan, M.D., Christian Henry, Peter Kolchinsky, Ph.D., Adrian Rawcliffe, Ken Takanashi, Aik Na Tan, Gregory L. Verdine, Ph.D. and Heidi L. Wagner, J.D. for election at the 2024 AGM. Voting on the election of each nominee will be done separately. If each such nominee is elected, he or she will serve on our Board until our 2025 Annual General Meeting of Shareholders and until their successor has been elected and qualified. Pursuant to the Singapore Companies Act and our Constitution, our Board must have at least one director who is ordinarily resident in Singapore. Ms. Tan is our Singapore resident director. Due to the Singapore Companies Act requirement that we have at least one director who is ordinarily resident in Singapore in office at all times, the sole resident director cannot resign or step down unless there is at least one other resident director. In the event that Ms. Tan is not elected at the 2024 AGM, she will continue in office after the 2024 AGM as a member of our Board until her qualifying successor (i.e., a Singapore resident director) is appointed. Each of the nominees has indicated a willingness to continue to serve as director, if elected. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. Each nominee for director who receives the affirmative vote of a majority of the votes cast by the holders of ordinary shares voting either in person or by proxy at the 2024 AGM will be elected (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF PAUL B. BOLNO, M.D., MBA, MARK H.N. CORRIGAN, M.D., CHRISTIAN HENRY, PETER KOLCHINSKY, PH.D., ADRIAN RAWCLIFFE, KEN TAKANASHI, AIK NA TAN, GREGORY L. VERDINE, PH.D. AND HEIDI L. WAGNER, J.D. AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY CARD.

  57. Directors

    Directors The directors in office at the date of this statement are as follows:

  58. Directors

    | Paul B. Bolno | Chief Executive Officer | | Mark H. N. Corrigan | | | Christian O. Henry | | | Peter Kolchinsky | | | Aik Na Tan | | | Adrian Rawcliffe | | | Ken Takanashi | | | Gregory L. Verdine | | | Heidi L. Wagner | |