DEF 14A of Vor Biopharma Inc.
Filed Apr 8, 2025 · FY20240001193125-25-075715
PROPOSAL NO. 1 – ELECTION OF TWO CLASS I DIRECTORS
PROPOSAL NO. 1 – ELECTION OF TWO CLASS I DIRECTORS Our business and affairs are managed under the direction of the Board. The Board presently has eight members, seven of whom have been determined by our Board to be “independent” under the rules of the SEC and The Nasdaq Stock Market LLC (“Nasdaq”). Vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. Our Board is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. There are two Class I directors whose terms expire in 2025. They are Matthew Patterson and Daniella Beckman. The Board has nominated Mr. Patterson and Ms. Beckman for election as Class I directors to serve until our 2028 annual meeting of stockholders or until their successors have been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of the nominees is currently a director of the Company who was previously elected by the stockholders. Although we do not have a formal policy regarding attendance by members of our Board at our annual meeting of stockholders, we encourage all of our directors to attend the Annual Meeting. Four of the directors attended the 2024 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes of the holders of shares of Common Stock present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the nominees named below. If a nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Each person nominated for election has consented to being named as a nominee in this proxy statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve. The following is a brief biography of (i) the nominees for election at the Annual Meeting and (ii) the other members of our Board whose terms will continue after the Annual Meeting, including their respective ages, as of the Record Date. Each biography includes information regarding the specific experience, qualifications, attributes or skills that led the Board to determine that the applicable nominee or other current director should serve as a member of the Board. There are no family relationships between or among any of our directors or executive officers.
Class I Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting
Class I Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting Matthew Patterson, age 53, has served as a member of our Board since October 2020 and as chairman since June 2021. Mr. Patterson is the co-founder of Audentes Therapeutics, Inc. and he served as Chief Executive Officer of Audentes from 2012 until its acquisition by Astellas Pharma, Inc. in January 2020. He also has served on the board of directors of Homology Medicines, Inc., a public gene therapy company since January 2018. Mr. Patterson has served as the executive chairman of the board of directors of Remix Therapeutics, Inc., a private biotechnology company, since March 2021, and as the as the chief executive officer and executive chairman of the board of directors of Iris Medicine, Inc., a private biotechnology company, since July 2022. Mr. Patterson served on the board of directors of 5:01 Acquisition Corp, a public special purpose acquisition company, from October 2020 to October 2022. Mr. Patterson was a member of the board of directors of the Alliance for Regenerative Medicine, an international advocacy organization representing the gene and cell therapy and broader regenerative medicine sector, from 2015 until December 2021, including as a chair in 2019 and 2020. Mr. Patterson received a B.A. in Biochemistry from Bowdoin College. We believe that Mr. Patterson is qualified to serve on our Board due to his expertise in the fields of business, biotechnology and drug development. Daniella Beckman, age 46, has served as a member of our Board since July 2020. Since September 2019, she has served as the Chief Financial Officer of Tango Therapeutics, Inc., a public targeted oncology biotechnology company. From November 2015 to September 2019, she provided consulting services and served as the Interim Chief Financial Officer for several early-stage biotechnology companies. Ms. Beckman has served on the board of directors of Blueprint Medicines Corp, a public, global precision therapy company, since December 2021. Ms. Beckman was on the board of directors and was a member of the audit committee of Translate Bio, Inc., a clinical-stage mRNA therapeutics company, from October 2017 until it was acquired by Sanofi in September 2021, and on the board of directors of 5:01 Acquisition Corp, a public special purpose acquisition company, from October 2020 to October 2022. Ms. Beckman received a B.S. in business administration-accounting from Boston University. We believe that Ms. Beckman is qualified to serve on our Board due to her financial expertise and her experience in public accounting in the life sciences industry. We understand that certain proxy advisory firms may deem Ms. Beckman as overboarded due to her role as CFO of Tango Therapeutics and the number of public company boards on which she serves; however, our board does not believe that Ms. Beckman’s outside board service limits her ability to devote sufficient time and attention to her duties as member of our board, and notes Ms. Beckman’s record of 92% attendance at board and committee meetings since 2022, significant contributions to and participations in board and committee meetings, and unique skillset, experience and perspective.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
VOTING “FOR” THE ELECTION OF EACH OF MR. PATTERSON AND MS. BECKMAN AS CLASS I DIRECTORS, FOR A THREE-YEAR TERM ENDING AT THE ANNUAL MEETING OF
VOTING “FOR” THE ELECTION OF EACH OF MR. PATTERSON AND MS. BECKMAN AS CLASS I DIRECTORS, FOR A THREE-YEAR TERM ENDING AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD IN 2028
STOCKHOLDERS TO BE HELD IN 2028
Class II Directors Continuing in Office Until the 2026 Annual Meeting
Class II Directors Continuing in Office Until the 2026 Annual Meeting David C. Lubner, age 61, has served as a member of our Board since July 2020. From January 2016 to June 2020, Mr. Lubner served as the Executive Vice President and Chief Financial Officer of Ra Pharmaceuticals, Inc., a biotechnology company acquired by UCB S.A. in April 2020. Mr. Lubner has served on the boards of directors of Dyne Therapeutics, Inc., a public biotechnology company, since March 2020, Arcellx Inc., a public biotechnology company, since August 2020, Point Biopharma, Inc., a public late-stage clinical precision oncology company, since June 2021 and several private companies. Mr. Lubner previously served on the boards of directors of Gemini Therapeutics, Inc., a public precision medicine company, from April 2020 to December 2022, Nightstar Therapeutics plc, a gene therapy company, from July 2017 until it was acquired by Biogen Inc. in June 2019 and Therapeutics Acquisition Corp., a special purpose acquisition company, from May 2020 until June 2021 when it merged with Point Biopharma. Mr. Lubner received a B.S. in business administration from Northeastern University and an M.S. in taxation from Bentley University. Mr. Lubner is also a former certified public accountant in Massachusetts. We believe Mr. Lubner is qualified to serve on our Board due to his financial and accounting experience and his service as a director and executive officer of other biotechnology companies. Fouad Namouni, M.D., age 56, has served as a member of our Board since April 2024. Dr. Namouni has served as President, Research and Development of Blueprint Medicines Corporation, a global biopharmaceutical company, since September 2020. Prior to Blueprint, Dr. Namouni served in various leadership roles at Bristol Myers Squibb Company since 1999, most recently as Senior Vice President and Head of Oncology Development from August 2016 to April 2020 with the responsibility for driving product development plans across a portfolio of drug candidates. Previously, Dr. Namouni served as Head of Global Medical Affairs at BMS from September 2015 to September 2017 and Head of Development at BMS for OPDIVO® (nivolumab) and YERVOY® (ipilimumab) from January 2011 to September 2015. Dr. Namouni previously served as a member of the board of directors of Aprea Therapeutics Inc. from June 2020 to May 2022. Dr. Namouni has more than 20 years of oncology and cancer immunotherapy drug development expertise, as well as clinical experience as a pediatric oncologist. He holds an M.D. from the University of Annaba Medical School in Algeria and a Pediatrics degree from Université Rene Descartes in Paris, France. Additionally, Dr. Namouni received a Pediatric Oncology and Hematology degree and an M.S. in clinical and experimental pharmacology from Université Paris-Sud in France. We believe that Dr. Namouni is qualified to serve on the Board due to his experience in oncology and cancer immunotherapy drug development and his service in leadership roles and as a director of other biotechnology companies. Joshua Resnick, M.D., age 50, has served as a member of our Board since February 2019. Dr. Resnick is a Partner at RA Capital Management, a life sciences investment advisor, which he joined as a Managing Director in October 2018. Dr. Resnick previously served as a Partner at SV Health Investors from January 2016 to September 2018 and as President and Managing Partner at MRL Ventures Fund, an early-stage therapeutics-focused corporate venture fund that he built and managed within Merck & Co., from 2014 to January 2016. Dr. Resnick also has served on the boards of directors of Aerovate Therapeutics, Inc., a public clinical stage biopharmaceutical company, since October 2018, and PepGen Inc., a public clinical stage biopharmaceutical company, since November 2020. Dr. Resnick is on staff in the Department of Emergency Medicine at Massachusetts General Hospital. Dr. Resnick has previously served on the boards of directors of Kalvista Pharmaceuticals, Inc. and Avrobio, Inc. from November 2016 to September 2018 and July 2016 to September 2018, respectively. Dr. Resnick received a B.A. in chemistry from Williams College, an M.D. from the University of Pennsylvania School of Medicine and an M.B.A. from The Wharton School of Business. We believe that Dr. Resnick is qualified to serve on our Board due to his experience as a biopharmaceutical and biotechnology public and private company investor.
Class III Directors Continuing in Office Until the 2027 Annual Meeting
Class III Directors Continuing in Office Until the 2027 Annual Meeting Robert Ang, M.B.B.S., M.B.A., age 50, has served as our Chief Executive Officer, President and a member of our Board since August 2019. Prior to that, Dr. Ang served as Chief Business Officer at Neon Therapeutics Inc., a biopharmaceutical company, from October 2015 until August 2019, and as Senior Vice President, Business Development at Bavarian Nordic A/S, an immuno-oncology and infectious disease vaccine company, from 2013 to 2015. Dr. Ang has served on the boards of directors of Enara Bio Limited, a private biotechnology company, since September 2021 and the Alliance for Regenerative Medicine, an international advocacy organization representing the gene and cell therapy and broader regenerative medicine sector, since January 2022. Dr. Ang received an M.B.B.S. medical degree from the University of Western Australia and an M.B.A. from Columbia University. We believe that Dr. Ang is qualified to serve on our Board due to his service as our President and Chief Executive Officer and his experience in the field of medicine and biotechnology. Erez Kalir, age 52, has served as a member of our Board since January 2025. Mr. Kalir has served as cofounder and chief operating officer of Manas AI, a company harnessing artificial intelligence tools to identify novel treatments for cancer, since January 2024, as founder and chief executive officer of Martial Eagle Fund, an investment fund, since May 2019, and as venture partner with FJ Labs, an investment fund, since November 2021. Mr. Kalir received an A.B. in English and biology from Stanford University, an MSc. in Biology from the University of Oxford and a J.D. from Yale Law School. We believe that Mr. Kalir is qualified to serve on the Board due to his experience as an investor, entrepreneur, thought leader and board member of private companies in the life sciences and technology sectors and his expertise in biology, finance and law. Sven (Bill) Ante Lundberg, M.D., age 60, has served as a member of our Board since March 2019. Since December 2019, he has served as President, Chief Executive Officer and Principal Financial Officer, and Executive Director of Merus N.V., a clinical-stage immune-oncology company. From 2015 to February 2018, Dr. Lundberg was Chief Scientific Officer of CRISPR Therapeutics AG. Dr. Lundberg received an M.D. from Stanford University, an M.B.A. from the University of Massachusetts and a B.S. in Biology from the Massachusetts Institute of Technology. He completed post-doctoral training at the Whitehead Institute/MIT and clinical training in Medicine and Medical Oncology from Harvard and the Dana-Farber Cancer Institute. We believe that Dr. Lundberg is qualified to serve on our Board due to his experience in the field of medicine and clinical drug development as well as his leadership and business experience.
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the compensation provided to our named executive officers for the years ended December 31, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) | Total ($) | | Robert Ang, M.B.B.S. (4) | 2024 | 620,945 | 361,500 | 864,800 | 341,520 | 31,584(5) | 2,220,349 | | President and Chief Executive Officer | 2023 | 605,800 | 714,563 | 1,032,575 | 316,531 | 21,575(6) | 2,691,044 | | Eyal Attar, M.D. | 2024 | 487,100 | 150,625 | 230,000 | 195,303 | 12,757(7) | 1,075,785 | | Chief Medical Officer | 2023 | 474,000 | 302,475 | 437,090 | 180,286 | 6,269(8) | 1,400,120 | | Tirtha Chakraborty, Ph.D. | 2024 | 477,200 | 129,538 | 197,800 | 190,379 | 8,935(9) | 1,003,852 | | Chief Scientific Officer and Head of Technical Operations | 2023 | 465,500 | 265,013 | 382,955 | 179,171 | 17,305(10) | 1,309,944 |
Summary Compensation Table
| (1) This column reflects the aggregate grant date fair value of the RSUs granted to our named executive officers measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC 718”). |
Summary Compensation Table
| (2) This column reflects the full grant date fair value of stock awards and option awards granted during the year measured pursuant to ASC 718, which is the basis for computing stock-based compensation in our financial statements. This calculation assumes that the named executive officer will perform the requisite service for the award to vest in full as required by SEC rules. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon vesting of the stock options, the exercise of the stock options or the sale of the Common Stock underlying such stock options. See Note 8 to our consolidated financial statements in our 2024 Annual Report. |
Summary Compensation Table
| (3) The amounts disclosed represent performance bonuses earned in the applicable year listed in the row. |
Summary Compensation Table
| (4) Dr. Ang is also a member of our Board but did not receive any additional compensation in his capacity as a director. |
Summary Compensation Table
| (5) Consists of $23,169 in 401(k) Company matching contributions, $4,000 in health savings account contributions, $2,310 in aggregate for life insurance and disability insurance premiums paid by us on Dr. Ang’s behalf and $2,106 for commuting expenses. |
Summary Compensation Table
| (6) Consists of $13,200 in 401(k) Company matching contributions, $4,000 in health savings account contributions, $2,310 in aggregate for life insurance and disability insurance premiums paid by us on Dr. Ang’s behalf and $2,065 for commuting expenses. |
Summary Compensation Table
| (7) Consists of $8,403 in 401(k) Company matching contributions, $2,248 in aggregate for life insurance and disability insurance premiums paid by us on Dr. Attar’s behalf and $2,106 for commuting expenses. |
Summary Compensation Table
| (8) Consists of $2,149 in 401(k) Company matching contributions, $2,054 in aggregate for life insurance and disability insurance premiums paid by us on Dr. Attar’s behalf and $2,065 for commuting expenses. |
Summary Compensation Table
| (9) Consists of $4,790 in 401(k) Company matching contributions, $2,040 in aggregate for life insurance and disability insurance premiums paid by us on Dr. Chakraborty’s behalf and $2,106 for commuting expenses. |
Summary Compensation Table
| (10) Consists of $13,200 in 401(k) Company matching contributions, $2,040 in aggregate for life insurance and disability insurance premiums paid by us on Dr. Chakraborty’s behalf and $2,065 for commuting expenses. |
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
| | Option Awards (1) | | | | | Stock Awards (1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested (2) ($) | | Robert Ang, M.B.B.S. | 03/10/20 | 147,294 | — | 2.18 | 03/09/30 | — | — | | | 08/21/20 | 652,086 | — | 1.90 | 08/20/30 | — | — | | | 02/05/21 | 49,996 | 1,064(3) | 18.00 | 02/04/31 | — | — | | | 02/01/22 | 266,333 | 109,667(4) | 8.63 | 01/31/32 | — | — | | | 09/13/22 | 172,500 | — | 4.97 | 09/12/32 | — | — | | | 02/06/23 | 118,020 | 139,480(5) | 5.55 | 02/05/33 | — | — | | | 02/06/23 | — | — | — | — | 72,421(6) | 80,387 | | | 01/29/24 | 97,916 | 372,084(7) | 2.41 | 01/28/34 | — | — | | | 01/29/24 | — | — | — | — | 121,875(8) | 135,281 | | Eyal Attar, M.D. | 10/11/22 | 197,166 | 166,834(9) | 3.77 | 10/10/32 | — | — | | | 02/06/23 | 49,958 | 59,042(5) | 5.55 | 02/05/33 | — | — | | | 02/06/23 | — | — | — | — | 30,657(6) | 34,029 | | | 01/29/24 | 26,041 | 98,959(7) | 2.41 | 01/28/34 | — | — | | | 01/29/24 | — | — | — | — | 50,782(8) | 56,368 | | Tirtha Chakraborty, Ph.D. | 09/25/19 | 28,800 | — | 1.36 | 09/24/29 | — | — | | | 03/10/20 | 24,410 | — | 2.18 | 03/09/30 | — | — | | | 08/21/20 | 70,656 | — | 1.90 | 08/20/30 | — | — | | | 11/18/20 | 121,323 | — | 6.53 | 11/17/30 | — | — | | | 02/01/22 | 71,541 | 29,459(4) | 8.63 | 01/31/32 | — | — | | | 09/01/22 | 76,000 | — | 5.31 | 08/31/32 | — | — | | | 02/06/23 | 43,770 | 51,730(5) | 5.55 | 02/05/33 | | — | | | 02/06/23 | — | — | — | — | 26,860(6) | 29,815 | | | 01/29/24 | 22,395 | 85,105(7) | 2.41 | 01/28/34 | — | — | | | 01/29/24 | — | — | — | — | 43,672(8) | 48,476 |
Outstanding Equity Awards at December 31, 2024
| (1) All equity awards were granted under our 2015 Stock Incentive Plan, the terms of which are described below under the subsection titled “—Equity Incentive Plans—2015 Stock Incentive Plan,” and our 2021 Equity Incentive Plan, the terms of which are described below under the subsection titled “—Equity Incentive Plans—2021 Equity Incentive Plan.” |
Outstanding Equity Awards at December 31, 2024
| (2) This column represents the fair market value of a share of our Common Stock of $1.11 as of December 31, 2024, which was the closing price of our Common Stock as reported on the Nasdaq Global Select Market on December 31, 2024, multiplied by the amount shown in the column “Stock Awards—Number of Shares or Units of Stock That Have Not Vested.” |
Outstanding Equity Awards at December 31, 2024
| (3) The shares subject to the option vest in 48 equal monthly installments beginning on February 19, 2021 and subject to continuous service as of each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (4) The shares subject to the option vest in 48 equal monthly installments beginning on February 1, 2022 and subject to continuous service as of each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (5) The shares subject to the option vest in 48 equal monthly installments beginning on February 6, 2023 and subject to continuous service as of each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (6) The RSUs vest in over four years in equal quarterly installments beginning February 6, 2023 and subject to continuous service as of each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (7) The shares subject to the option vest in 48 equal monthly installments beginning on February 1, 2024 and subject to continuous service as of each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (8) The RSUs vest in over four years in equal quarterly installments beginning February 1, 2024 and subject to continuous service as of each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (9) 91,000 of the shares subject to the option vested on October 11, 2023, and thereafter the remaining shares subject to the option vest in 36 equal monthly installments and subject to continuous service as of each such vesting date. |
Offer Letters and Potential Payments Upon Termination or Change in Control
Offer Letters and Potential Payments Upon Termination or Change in Control We are party to offer letters with each of our named executive officers. The agreements generally provide for at-will employment without any specific term and set forth the named executive officer’s initial base salary, eligibility for employee benefits and severance benefits upon a qualifying termination of employment or change in control of our Company. Each of our named executive officers has executed our standard confidentiality, intellectual property assignment and non-solicitation agreement. The key terms of the offer letters with our named executive officers, including potential payments upon termination or change in control, are described below.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2024 Director Compensation Table
2024 Director Compensation Table The following table sets forth information regarding the compensation earned for service on our Board in 2024 by our non-employee directors, including the outstanding equity awards held by our non-employee directors as of December 31, 2024. Dr. Ang, our President and Chief Executive Officer, is also a member of our Board but did not receive any additional compensation for service as a director.
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards($) (1)(2) | Total ($) | | Matthew Patterson | 81,500 | 34,800 | 116,300 | | Daniella Beckman | 60,000 | 34,800 | 94,800 | | David Lubner | 47,500 | 34,800 | 82,300 | | Sven (Bill) Ante Lundberg, M.D. | 50,000 | 34,800 | 84,800 | | Fouad Namouni, M.D. (3) | 29,495 | 111,000 | 140,495 | | Joshua Resnick, M.D. | 53,000 | 34,800 | 87,800 |
2024 Director Compensation Table
| (1) This column reflects the full grant date fair value of options granted during the year measured pursuant to ASC 718, which is the basis for computing stock-based compensation in our financial statements. See Note 8 to our consolidated financial statements in our Annual Report for information concerning certain of the specific assumptions we used in valuing options. |
2024 Director Compensation Table
| (2) The table below shows the aggregate number of equity awards outstanding for each of our directors who is not a named executive officer, as of December 31, 2024. |
2024 Director Compensation Table
| Name | Number of Outstanding Options | | Matthew Patterson | 93,811 | | Daniella Beckman | 135,007 | | David Lubner | 135,007 | | Sven (Bill) Ante Lundberg, M.D. | 114,773 | | Fouad Namouni, M.D. | 90,000 | | Joshua Resnick, M.D. | 93,811 |
2024 Director Compensation Table
| (3) Dr. Namouni joined our Board in May 2024. |
Director Compensation Policy
Director Compensation Policy Pursuant to the amended non-employee director compensation policy that our Board approved on April 12, 2023, each such non-employee director will receive the following compensation for service on our Board:
Director Compensation Policy
| • | an annual cash retainer of $40,000; |
Director Compensation Policy
| • | an additional annual cash retainer for service as Chairperson of the Board of $30,000; |
Director Compensation Policy
| • | an additional annual cash retainer of $7,500, $5,000 and $4,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; |
Director Compensation Policy
| • | an additional annual cash retainer of $15,000, $10,000 and $8,000 for service as chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; |
Director Compensation Policy
| • | an initial option grant to purchase 60,000 shares of our Common Stock on the date of each such non-employee director’s appointment to our Board, with the shares vesting in 36 equal monthly installments, subject to continued service as a director through the vesting date; and |
Director Compensation Policy
| • | an annual option grant to purchase 30,000 shares of our Common Stock on the date of each of our annual stockholder meetings, with the shares vesting on the earlier of the first anniversary of the date of grant or the next annual stockholders meeting, subject to continued service as a director though the applicable vesting date. |
Director Compensation Policy
We also will continue to reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending our Board and committee meetings. We do not pay any compensation to our President and Chief Executive Officer in connection with his service on our Board. The compensation that we pay to our President and Chief Executive Officer is discussed earlier in the “Executive Compensation” section. Each of the option grants described above will be granted under our 2021 Plan, the terms of which are described in more detail above under the section titled “Executive Compensation—Equity Incentive Plans—2021 Equity Incentive Plan.” Each option awarded to directors under the non-employee director compensation policy will be subject to accelerated vesting upon a “change in control” (as defined in the 2021 Plan). The term of each option will be ten years, subject to earlier termination as provided in the 2021 Plan.
Director Affiliations
Director Affiliations Some of our directors are affiliated with entities which beneficially own or owned 5% or more of our Common Stock, as indicated in the table below:
Director Affiliations
| Director | Principal Stockholder | | Joshua Resnick, M.D. | RA Capital Healthcare Fund, L.P. and its affiliates | | Erez Kalir | Reprogrammed Interchange LLC |
Director Affiliations
Mr. Kalir was appointed to our Board in January 2025 in connection with the December 2024 private placement described below. Mr. Kalir serves as Reid Hoffman’s designee on our Board.