DEF 14A of Tenaya Therapeutics, Inc.
Filed Apr 17, 2025 · FY20240001193125-25-084313
Class I Nominees for Director
Class I Nominees for Director David Goeddel, Ph.D., has served as a member of our board of directors since August 2016. Dr. Goeddel has served as a Managing Partner of The Column Group, a venture capital firm, since 2007. Dr. Goeddel is a member of the board of directors of A2 Biotherapeutics, Inc. (Chairman) and Hexagon Bio, Inc. (Chairman), both privately held biopharmaceutical companies. He previously served as a member of the board of directors for multiple other publicly and privately held companies, including most recently, NGM Biopharmaceuticals, Inc., RAPT Therapeutics, Inc., Nura Bio Inc., Surrozen, Inc., Exonics Therapeutics, Inc. and Peloton Therapeutics, Inc. Dr. Goeddel co-founded Tularik, Inc. (Tularik) in November 1991, was Vice President of Research until 1996, and served as Chief Executive Officer from 1996 until 2004. He then served as the first Senior Vice President of Amgen, Inc. until May 2006. Prior to Tularik, he was the first scientist hired by Genentech, and from 1978 to 1993 served in various positions, including Fellow, Staff Scientist and Director of Molecular Biology. He is a member of the National Academy of Sciences and the American Academy of Arts and Sciences. He holds a B.A. in chemistry from the University of California, San Diego and a Ph.D. in biochemistry from the University of Colorado. We believe Dr. Goeddel is qualified to serve on our board of directors because of his experience serving as a board member of public and private life sciences companies, his experience as a founder and Chief Executive Officer of a public biopharmaceutical company, his depth of knowledge and substantial experience as a research scientist, his extensive experience in investing in diverse biotechnology companies and his experience as a public company board member, including within the biotechnology industry. Jeffrey T. Walsh, M.B.A., has served as a member of our board of directors since March 2020. In January 2025, Mr. Walsh began serving as Chief Executive Officer of NChroma Bio, Inc., a private biotechnology company focused on genetic medicines, following its merger with Nvelop Therapeutics, Inc. where he had served as Chief Executive Officer since April 2023. From January 2022 through April 2023, Mr. Walsh served as a part-time venture partner at Third Rock Ventures. Previously, between May 2011 and March 2021, he served in various roles at bluebird bio, Inc., including most recently as Strategic Advisor, and previously as Chief Operating Officer, Chief Financial Officer, and Chief Strategy Officer. From 2008 to 2011, Mr. Walsh served as Chief Business Officer of Taligen Therapeutics, Inc. until it was acquired by Alexion Pharmaceuticals, Inc. Mr. Walsh started his career at SmithKline Beecham Corporation in finance and worldwide business development roles from 1987 to 1995. He subsequently held senior business development, finance, sales and operations roles at Allscripts Healthcare Solutions Inc. from 1995 to 1998, PathoGenesis Corp. from 1998 to 2000, EXACT Sciences Corporation from 2000 to 2004, and Inotek Pharmaceuticals Corp. from 2004 to 2008. Mr. Walsh serves as a member of the Board of Tevard Biosciences, a private biotechnology company. He received a B.A. in sociology and economics from Yale University and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University. We believe that Mr. Walsh’s qualifications to serve on our board of directors include his leadership and management experience in the biotechnology industry and his experience in finance and business development and strategic planning as an executive officer at multiple healthcare companies. R. Sanders (Sandy) Williams, M.D., has served as a member of our board of directors since October 2016 and as chair of our board of directors since January 2025. Dr. Williams has served as the President Emeritus of Gladstone Institutes, a non-profit biomedical research enterprise since January 2018 and previously served as its President from November 2009 to December 2017. Dr. Williams also served as the Chief Executive Officer of Gladstone Foundation, a not-for-profit organization supporting Gladstone Institutes from January 2016 to December 2018. Since January 2018, Dr. Williams has served as Professor of Medicine and Senior Advisor for Science & Technology at Duke University and, from February 2021-January 2022 as its Interim Vice President for Research and Innovation. Dr. Williams has also served as a Professor of Medicine at the University of California, San Francisco since 2010. From 2010 to 2017, Dr. Williams was the President and the Robert W. and Linda L. Mahley Distinguished Professor of Medicine of Gladstone Institutes. Prior to this, Dr. Williams served in various roles, including as Dean and Senior Vice Chancellor of the Duke University School of Medicine, from 2001 to 2010. He was the founding Dean of the Duke-NUS Graduate Medical School, Singapore, from 2003 to 2008 and served on its Governing Board from 2003 to 2010. From 1990 to 2001, Dr. Williams was Chief of Cardiology and Director of the Ryburn Center for Molecular Cardiology at the University of Texas, Southwestern Medical Center. Dr. Williams has served as a member of the board of directors of Scion Neurotism, Inc., a private biotechnology company since October 2023. From October 2014 to May 2024, he served as a member of the board of directors of the Laboratory Corporation of America Holdings from and Amgen, both publicly traded companies. Dr. Williams was elected to the National Academy of Medicine in 2002. Dr. Williams received an A.B. from Princeton University and an M.D. from Duke University. We believe Dr. Williams is qualified to serve on our board because of his scientific and educational background, his extensive expertise in the cardiovascular field, and his experience as a public company board member, including within the biotechnology industry.
Continuing Directors
Continuing Directors Amy Burroughs, M.B.A., has served as a member of our board of directors since December 2022. Since February 2024, she has served as Chief Executive Officer and Board member of Terns Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company developing a portfolio of small-molecule product candidates to address serious diseases. From April 2019 until October 2023, Ms. Burroughs served as President and Chief Executive Officer and director of Cleave Therapeutics, Inc. (Cleave), a privately held biopharmaceutical company. She previously served as an executive in residence at 5AM Ventures and, in parallel, as senior advisor to one of its portfolio companies, Crinetics Pharmaceuticals. Earlier in her career, Ms. Burroughs held roles of increasing responsibility in commercial and strategy at Genentech, commercial and business development at other high growth therapeutics companies, talent and governance at Egon Zehnder International, and brand management at Procter & Gamble. She has served as a member of the board of directors of Cleave, since April 2019, and previously served as a member of the board of directors of DiaMedica Therapeutics, Inc.. Ms. Burroughs holds a Bachelor of Arts in Computer Science and a minor in Economics from Dartmouth College and an MBA from Harvard Business School where she graduated as a Baker Scholar. We believe Ms. Burroughs is qualified to serve on our board of directors because of her knowledge and experience in the biotechnology and pharmaceutical industries and her broad leadership experience resulting from service as an executive of a biotechnology company and service as a public company board member within the life sciences industry. Karah Parschauer, J.D., has served as a member of our board of directors since December 2021. In June 2016, Ms. Parschauer began serving as the General Counsel and Executive Vice President and is currently serving as Chief Legal Officer and Executive Vice President, Corporate Affairs of Ultragenyx Pharmaceutical Inc., a publicly traded biopharmaceutical company developing treatments for rare and ultra-rare genetic diseases. From June 2005 to June 2016, Ms. Parschauer served in various executive capacities, and most recently as Vice President, Associate General Counsel, at Allergan plc, a pharmaceutical company. Before Allergan, Ms. Parschauer was an attorney at Latham & Watkins LLP, where she practiced in the areas of mergers and acquisitions, securities offerings and corporate governance. Ms. Parschauer is a member of the board of directors of Evolus, Inc., a publicly traded performance beauty company. She previously served as a member of the board of directors of Arcturus Therapeutics Holdings Inc., and Anebulo Pharmaceuticals, Inc. Ms. Parschauer holds a B.A. in biology from Miami University and a J.D. from Harvard Law School. We believe Ms. Parschauer is qualified to serve on our board of directors because of her extensive experience as an executive in the life sciences sector, her legal expertise, and her experience as a public company board member within the life sciences industry. Catherine Stehman-Breen, M.D., has served as a member of our board of directors since June 2020. From December 2020 to January 2025, Dr. Stehman-Breen served as the Chief Executive Officer and a member of the board of directors of Chroma Medicine until its merger with Nvelop Therapeutics in December 2024. Previously, she served as the Chief Research and Development Officer of Obsidian Therapeutics, Inc., a private biotechnology company, from July 2019 to December 2020, and as an entrepreneur-in-residence at Atlas Ventures, serving as Chief Medical Officer of both Dyne Therapeutics, Inc., a biotechnology company, from March 2018 to July 2019 and Disarm Therapeutics, Inc., a biotechnology company, from April 2018 to July 2019. Dr. Stehman-Breen also served as Chief Medical Officer of Sarepta Therapeutics, Inc., a publicly traded biopharmaceutical company, from March 2017 to December 2017. Prior to that, she served as Vice President, Clinical Development and Regulatory Affairs at Regeneron Pharmaceuticals, Inc., a publicly traded biotechnology company, from January 2015 to March 2017. From 2003 to 2015, Dr. Stehman-Breen held senior leadership roles at Amgen, including Vice President, Global Development, leading the neuroscience, nephrology and bone therapeutic areas. She has also served on the boards of directors of Dyne Therapeutics, Inc. since June 2019 and Generation Bio Co., a publicly traded biotechnology company, since December 2017. Dr. Stehman-Breen earned a B.A. in biology and psychology from Colby College, an M.S. in epidemiology from the University of Washington, where she also completed her residency and fellowship training, and an M.D. from the University of Chicago. We believe Dr. Stehman-Breen is qualified to serve on our board based on her medical expertise, her experience with clinical development and regulatory affairs in many therapeutic areas, her expertise as an executive in the biotechnology industry and her experience as a public company board member, including within the biotechnology industry. Faraz Ali, M.B.A., has served as our Chief Executive Officer since June 2018 and as a member of our board of directors since September 2018. Prior to joining us, Mr. Ali was Chief Business Officer at REGENXBIO, a publicly traded biotechnology company, from February 2016 to January 2018. From May 2011 to February 2016, he served as Vice President, Global Commercial Development and External Affairs at bluebird bio, a publicly traded biotechnology company. From August 2001 to November 2010, Mr. Ali held various roles at Genzyme, including Head of U.S. Marketing and Strategic Planning for the rare disease business unit. Prior to Genzyme, he served in leadership roles at GE Corporate and GE Healthcare. Mr. Ali is a member of the Board of Directors of the Alliance for Regenerative Medicine. He holds a B.S. in Electrical Engineering from Stanford University and an M.B.A. with distinction from Harvard Business School. We believe Mr. Ali is qualified to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer, his experience in leadership and corporate development positions in the biotechnology industry and with companies focused on gene therapies and therapies for rare and orphan diseases, and his educational background.
Continuing Directors
June Lee, M.D., has served as a member of our board of directors since November 2021. Dr. Lee joined 5AM Ventures in July 2022 where she served as a part-time Venture Partner until November 2024. From February 2021 to November 2021, Dr. Lee served as Founder and Chief Executive Officer at Alumis Inc. (formerly known as Esker Therapeutics), a precision medicine company developing treatments for autoimmune diseases. From January 2017 until June 2020, Dr. Lee was Chief Development Officer and Chief Operating Officer of MyoKardia, Inc. (MyoKardia), a clinical stage biotechnology company with a focus on precision cardiovascular medicines. Prior to MyoKardia, from April 2011 to January 2017, Dr. Lee was Professor of Medicine at the University of California, San Francisco (UCSF) School of Medicine, where she served as Director of Translational Research. She is also the founding chair of the University of California Drug, Device, Discovery and Development Group. Previously, from March 2004 to April 2011, she was therapeutic area head in early clinical development in cardiovascular, metabolism, respiratory, and infectious diseases at Genentech. Dr. Lee is a member of the Board of Directors of Eledon Pharmaceuticals, Inc., and Abivax S.A., each publicly traded biotechnology companies and GenEdit, a privately held biotechnology company. She previously served as a member of the Board of Directors of CinCor Pharma, a publicly traded biotechnology company, from January 2022 until its acquisition by AstraZeneca Finance and Holdings Inc. in February 2023. Dr. Lee is the co-Founder and member of the Board of Directors of ElevAAte Biotech and previously served as Chair of the Board of Directors of the Council of Korean Americans. She is a founding member of the Translational Research Advisory Council of South Korea’s MOGAM Research Institute, and the MTRAC for Life Sciences Innovation Hub Therapeutic/Diagnostic Oversight Committee, a unit associated with the University of Michigan Medical School. Dr. Lee currently serves on Johns Hopkins University Center for Therapeutic Translation’s Advisory Board, and previously served on the Scientific Advisory Boards for Aer Therapeutics, Inc. and Foresite Labs. She completed a Bachelor of Science in chemistry at the Johns Hopkins University, an M.D. at the School of Medicine at University of California, Davis, and her clinical training in internal medicine and pulmonary and critical care at the University of California, Los Angeles and UCSF. We believe Dr. Lee is qualified to serve on our board of directors because of her extensive scientific background, medical training and leadership experience in the industry. Deepak Srivastava, M.D., has served as a member of our board of directors since October 2016. Dr. Srivastava has been a consultant for our company since September 2016 and Chairman of our Scientific Advisory Board since October 2016. Dr. Srivastava has been President of Gladstone Institutes since January 2018. He is currently the Robert W. and Linda Mahley Distinguished Professor and a senior investigator at the Gladstone Institute of Cardiovascular Disease and director of the Roddenberry Stem Cell Center. Since 2005, Dr. Srivastava has been a professor in the Departments of Pediatrics and Biochemistry and Biophysics at the University of California, San Francisco, and he is the Wilma and Adeline Pirag Distinguished Professor in pediatric developmental cardiology. He is past president of the International Society for Stem Cell Research. Dr. Srivastava is a member of the American Academy of Arts and Sciences and the National Academy of Medicine. He received a B.S. from Rice University and an M.D. from the University of Texas. He trained in pediatrics at the University of California, San Francisco, and in pediatric cardiology at Harvard Medical School. We believe Dr. Srivastava is qualified to serve on our board because of his scientific and educational background and his extensive expertise in the cardiovascular field and as a co-Founder of the company.
Compensation Committee
| • | making recommendations to our board of directors regarding non-employee director compensation; and |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our corporate governance and nominating committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our corporate governance and nominating committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors and other director qualifications. While our board has not established minimum qualifications for board members, some of the factors that our corporate governance and nominating committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, business experience and diversity, and with respect to diversity, such factors as race, ethnicity, gender, differences in professional background, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that the board should be a diverse body, and the corporate governance and nominating committee considers a broad range of perspectives, backgrounds and experiences. If our corporate governance and nominating committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. After completing its review and evaluation of director candidates, our corporate governance and nominating committee recommends to our full board of directors the director nominees for selection. Our corporate governance and nominating committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board.
Director Compensation
Director Compensation Under our Outside Director Compensation Policy, non-employee directors receive compensation in the form of cash and equity, as described below. We also reimburse our non-employee directors for expenses incurred in connection with attending board and committee meetings, as well as continuing director education. Cash Compensation Each non-employee director is to be paid an annual cash retainer of $40,000. In addition, each non-employee director who serves as a chair or chair or member of a committee will be entitled to receive the following cash compensation for his or her services:
Director Compensation
| • | $30,000 per year for service as non-executive chair of our board of directors; |
Director Compensation
| • | $20,000 per year for service as a lead independent director; |
Director Compensation
| • | $15,000 per year for service as chair of the audit committee; |
Director Compensation
| • | $7,500 per year for service as a member of the audit committee; |
Director Compensation
| • | $10,000 per year for service as chair of the compensation committee; |
Director Compensation
| • | $5,000 per year for service as a member of the compensation committee; |
Director Compensation
| • | $8,000 per year for service as chair of the corporate governance and nominating committee; |
Director Compensation
| • | $4,000 per year for service as a member of the corporate governance and nominating committee; |
Director Compensation
| • | $10,000 per year for service as chair of the science and technology committee; and |
Director Compensation
| • | $5,000 per year for service as a member of the science and technology committee. |
Director Compensation
Each non-employee director who serves as a committee chair will receive only the cash retainer fee as the chair of the committee but not the cash retainer fee as a member of that committee. These fees to our non-employee directors are paid quarterly in arrears on a prorated basis. Under our Outside Director Compensation Policy, we also will reimburse our non-employee directors for reasonable travel expenses to attend meetings of our board of directors and its committees. Equity Compensation Initial Award. Pursuant to our Outside Director Compensation Policy, each person who first becomes a non-employee director after the initial effective date of such policy will receive, on the first trading day on or after the date that the person first becomes a non-employee director, an initial award, or the Initial Award, of stock options to purchase shares of our common stock with a grant date fair value as determined in accordance with U.S. GAAP equal to $320,000, provided that no more than 68,000 shares of our common stock could be subject to an Initial Award. The Initial Award will be scheduled to vest in equal installments as to one thirty-sixth of the shares of our common stock subject at grant to the Initial Award on a monthly basis following the Initial Award’s grant date, on the same day of the month as the grant date, subject to continued services to us through the applicable vesting dates. If the person was a member of our board of directors and also an employee, then becoming a non-employee director due to termination of employment will not entitle the person to an Initial Award. Annual Award. Pursuant to our Outside Director Compensation Policy, each non-employee director who has served continuously as an outside director since the date of the most recently preceding annual meeting of stockholders will automatically receive, on the first trading day immediately after the date of each annual meeting of our stockholders, an annual award, or the Annual Award, of stock options to purchase shares of our common stock with a grant date fair value as determined in accordance with U.S. GAAP equal to $160,000, provided that no more than 34,000 shares of our common stock could be subject to an Annual Award. Our Outside Director Compensation Policy further provides that, in the case of a director who joined our board after the immediately preceding annual meeting of stockholders, the number of shares subject to his or her first Annual Award will be prorated for the months the director served prior to and including the date of the annual meeting at which the Annual Award is to be granted. Each Annual Award will be scheduled to vest in full upon the first anniversary of the date of the grant, or if earlier, the day immediately before the date of the next annual meeting that occurs after the Annual Award’s grant date, subject to the outside director remaining a service provider through the applicable vesting date. Change in Control. In the event of a change in control, as defined in our 2021 Equity Incentive Plan, each non-employee director’s then outstanding equity awards covering shares of our common stock will accelerate vesting in full, provided that he or she remains a non-employee director through the date of our change in control. Other Award Terms. Each Initial Award and Annual Award will be granted under our 2021 Equity Incentive Plan (or its successor plan, as applicable) and form of award agreement under such plan. These awards will have a maximum term to expiration of ten years from their grant and a per-share exercise price equal to 100% of the fair market value of a share of our common stock on the award’s grant date. Director Compensation Limits. Our Outside Director Compensation Policy provides that in any fiscal year, a non-employee director may be granted equity awards or provided cash or other compensation with an aggregate value of no more than $500,000 (with the value of equity awards based on its grant date fair value determined in accordance with U.S. GAAP for purposes of this limit). Equity awards granted or other compensation provided to a non-employee director while he or she was an employee or consultant (other than a non-employee director), or granted or provided before the effective date of the registration statement related to our initial public offering, do not count toward this annual limit.
Director Compensation for Fiscal 2024
Director Compensation for Fiscal 2024 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ended December 31, 2024. Directors who are also our employees receive no additional compensation for their service as directors. During 2024, Mr. Ali was an employee and executive officer of the company and therefore, did not receive compensation as a director. See “Executive Compensation” for additional information regarding Mr. Ali’s compensation.
Director Compensation for Fiscal 2024
| Name | Fees Paid or Earned in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Amy Burroughs, M.B.A. | 47,400 | 50,823 | 98,323 | | Jin-Long Chen, Ph.D.(3) | 22,000 | — | 22,000 | | David Goeddel, Ph.D. | 74,000 | 50,823 | 124,823 | | June Lee, M.D. | 50,000 | 50,823 | 100,823 | | Karah Parschauer, J.D. | 47,500 | 50,823 | 98,323 | | Deepak Srivastava, M.D. | 128,000(4) | 50,823 | 178,823 | | Catherine Stehman-Breen, M.D. | 50,000 | 50,823 | 100,823 | | Jeffrey T. Walsh, M.B.A. | 60,000 | 50,823 | 110,823 | | R. Sanders Williams, M.D. | 55,000 | 50,823 | 105,823 |
Director Compensation for Fiscal 2024
| (1) This column reflects the aggregate grant date fair value of option awards granted to the directors in the applicable fiscal year, computed in accordance with Financial Accounting Standards Board (FASB), Accounting Standards Codification Topic 718 (ASC 718). See Note 8 to our financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 10, 2025, for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. Our directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. |
Director Compensation for Fiscal 2024
| (2) The aggregate number of shares subject to all stock options held by each of our current non-employee directors as of December 31, 2024, is as follows: Ms. Burroughs—88,766; Dr. Goeddel—103,259; Dr. Lee—122,196; Ms. Parschauer—103,027; Dr. Srivastava—140,759; Dr. Stehman-Breen—125,134; Mr. Walsh—143,259; and Dr. Williams—103,259. |
Director Compensation for Fiscal 2024
| (3) Dr. Chen resigned from the Board effective as of June 25, 2024. |
Director Compensation for Fiscal 2024
| (4) The amount disclosed includes $75,000 paid pursuant to our consulting agreement with Dr. Srivastava. |
ELECTION OF CLASS I DIRECTORS
ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of nine members. In accordance with our Amended and Restated Certificate of Incorporation, our board of directors is divided into three classes with staggered three-year terms. At the annual meeting, three Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation reportable for our named executive officers for the years ended December 31, 2024, and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Faraz Ali, M.B.A. | 2024 | 636,189 | — | 443,700 | 2,047,927 | 153,450 | — | 636 | 3,281,901 | | | 2023 | 593,800 | — | 382,500 | 1,617,503 | 293,931 | — | 2,328 | 2,890,062 | | Whittemore (Whit) Tingley, M.D., Ph.D. | 2024 | 504,919 | — | 182,700 | 871,890 | 100,000 | — | 1,636 | 1,661,145 | | | 2023 | 475,000 | — | 244,800 | 491,242 | 167,000 | — | 3,786 | 1,381,827 | | Leone D. Patterson, M.B.A.(4) | 2024 | 349,528 | — | 182,700 | 831,337 | — | — | 1,424 | 1,364,989 | | | 2023 | 455,000 | — | 198,900 | 455,297 | 160,000 | — | 4,384 | 1,273,581 |
Summary Compensation Table
| (1) Amounts shown in this column represent the amount actually earned by each named executive officer for the indicated fiscal year. |
Summary Compensation Table
| (2) This column reflects the aggregate grant date fair value of option awards granted to the officer in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. See Note 8 to our financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 10, 2025, for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. Our named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. |
Summary Compensation Table
| (3) The amounts in this column represent the portion of the cash bonuses awarded under our Executive Incentive Compensation Plan that was based on the compensation committee’s assessment of the achievement of pre-determined corporate goals. |
Summary Compensation Table
| (4) Effective August 15, 2024, Ms. Patterson resigned as Chief Financial and Business Officer. |
Executive Change in Control and Severance Plan
| • | 100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels for the relevant performance period(s); and |
Outstanding Equity Awards at Fiscal 2024 Year-End
Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal 2024 Year-End
| | | | Option Awards | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(2) | 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 ($) | | Faraz Ali, M.B.A. | 09/06/2018 | 425,000 | — | 0.66 | 9/05/2028 | | | | | 03/10/2020 | 41,666 | — | 2.70 | 3/09/2030 | | | | | 02/27/2021 | 407,985 | 8,681(3) | 5.64 | 2/26/2031 | | | | | 06/17/2021 | 145,832 | 20,834(3) | 9.36 | 6/16/2031 | | | | | 02/15/2022 | 284,317 | 117,073(3) | 15.19 | 2/14/2032 | | | | | 2/15/2023 | 309,375 | 365,625(3) | 3.06 | 2/14/2033 | | | | | 2/15/2023 | | | | | 78,125(4) | 111,719 | | | 2/23/2024 | 105,208 | 399,792(3) | 5.22 | 2/22/2034 | | | | | 2/23/2024 | | | | | 74,375(5) | 106,356 | | Whittemore (Whit) Tingley, M.D., Ph.D. | 12/10/2018 | 75,000 | — | 0.78 | 12/9/2028 | | | | | 1/19/2021 | 24,479 | 521(3) | 5.64 | 1/18/2031 | | | | | 6/17/2021 | 94,791 | 13,542(3) | 9.36 | 6/16/2031 | | | | | 2/15/2022 | 99,875 | 41,125(3) | 15.19 | 2/14/2032 | | | | | 2/15/2023 | 93,958 | 111,042(3) | 3.06 | 2/14/2033 | | | | | 2/15/2023 | | | | | 21,875(4) | 31,281 | | | 2/15/2023 | | | | | 11,250(6) | 16,088 | | | 2/23/2024 | 44,791 | 170,209(3) | 5.22 | 2/22/2034 | | | | | 2/23/2024 | | | | | 30,625(5) | 43,794 | | Leone D. Patterson, M.B.A. | — | — | — | — | — | — | — |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (1) Vesting of all options issued to our named executive officers are subject to acceleration as described under the caption “Executive Change in Control and Severance Plan.” |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (2) Other than with respect to the September 6, 2018, December 10, 2018, and June 17, 2021, option grants for Mr. Ali and Dr. Tingley, these options were repriced in early 2025 to an exercise price of $1.21 per share. However, if Dr. Tingley or Mr. Ali exercises a repriced option before certain retention goals are achieved, they will be required to pay a premium exercise price that is equal to the exercise price per share of such stock option immediately prior to the repricing date. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (3) Option vests as to 1/48th of the total number of shares subject to the option on the one-month anniversary of the grant date and 1/48th of the total number of shares subject to the option on each monthly anniversary thereafter until fully vested. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (4) RSU award vests as to 1/8th of the total number of shares subject to the RSU award on the six-month anniversary of the grant date, and 1/8th of the total number of shares subject to the RSU award every six months thereafter until fully vested. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (5) RSU award vests as to 1/8th of the total number of shares subject to the restricted stock unit award on August 15, 2024, and 1/8th of the total number of shares subject to the restricted stock unit award every six months thereafter until fully vested. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (6) RSU award vests as to 1/4th of the total number of shares subject to the RSU award on each of August 15, 2023, February 15, 2024, August 15, 2024, and February 15, 2025. |