DEF 14A of Stoke Therapeutics, Inc.
Filed Apr 22, 2025 · FY20240001193125-25-089188
Compensation Committee
| • | evaluating and recommending our director compensation arrangements for determination by our Board of Directors; |
Compensation Committee
| • | review our disclosure of executive and director compensation. |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees The Nominating and Corporate Governance Committee is responsible for identifying, considering and recommending candidates to the Board of Directors for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons. The Nominating and Corporate Governance Committee will recommend to the Board of Directors for selection all nominees to be proposed by the Board of Directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board of Directors for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board of Directors to fill interim director vacancies. Our Board of Directors encourages selection of directors who will contribute to the Company’s overall corporate goals. The Nominating and Corporate Governance Committee may from time to time review and recommend to the Board of Directors the desired qualifications, expertise and characteristics of directors, including such factors as business experience, diversity and personal skills in life sciences and biotechnology, finance, marketing, financial reporting and other areas that are expected to contribute to an effective Board of Directors. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for our Board of Directors, our Nominating and Corporate Governance Committee considers these factors in the light of the specific needs of the Board of Directors at that time. In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and committees on which such director sits, and to review, prior to meetings, material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also under our Corporate Governance Guidelines, there are no limits on the number of three-year terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the Nominating and Corporate Governance Committee considers director tenure. We value a wide range of perspectives and experiences on a company-wide basis and seek to achieve a mix of members to our Board of Directors that represent a breadth of background and experience.
Stockholder Recommendations for Nominations to the Board of Directors
Stockholder Recommendations for Nominations to the Board of Directors The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations for candidates for our Board of Directors who meet the minimum qualifications as described above. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the Board of Directors by complying with the procedures in Article I, Section 1.12 of our bylaws. Any eligible stockholder who wishes to submit a nomination should review the requirements in the bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary, Stoke Therapeutics, Inc., 45 Wiggins Avenue, Bedford, MA 01730. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information specified in our bylaws, including the information requirements of Rule 14a-19, and a representation that the nominating stockholder is a beneficial or record holder of our stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee. Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board of Directors is set forth below under “Stockholder Proposals to Be Presented at Next Annual Meeting.”
ELECTION OF CLASS III DIRECTORS
ELECTION OF CLASS III DIRECTORS Our Board of Directors is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors and director nominees in Class III will stand for election at this meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders to be held in 2026 and 2027, respectively. Our Nominating and Corporate Governance Committee recommended to our Board of Directors, and our Board of Directors nominated Edward M. Kaye, M.D., Seth L. Harrison, M.D. and Arthur O. Tzianabos, Ph.D., each an incumbent Class III director, for election as Class III directors at the Annual Meeting. At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that the Class III nominees be elected as Class III directors for a three-year term expiring at the annual meeting of stockholders to be held in 2028 and until such directors’ successors are duly elected and qualified or until such directors’ earlier resignation or removal. The directors will be elected by a plurality of the votes present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the three individuals nominated for election to the Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL NOMINEES” or vote to “WITHHOLD AUTHORITY FOR ALL NOMINEES” or vote “FOR ALL EXCEPT” one or more of the nominees you specify. Shares represented by proxies will be voted “FOR” the election of the Class III nominee unless the proxy is marked to withhold authority to so vote. In an uncontested election “WITHHOLD AUTHORITY FOR ALL NOMINEES” votes will have no effect on the outcome of the proposal. You may not cumulate votes in the election of directors. If any nominee for any reason is unable to serve, the proxies may be voted for such substitute nominee as the proxy holders, who are officers of our Company, might determine. The nominees have consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than three directors.
Nominees to the Board of Directors
Nominees to the Board of Directors The nominees and their ages as of April 7, 2025 are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.
Nominees to the Board of Directors
| Name | Age | Class | | Edward M. Kaye, M.D. | 75 | Class III Director | | Seth L. Harrison, M.D.(1) | 64 | Class III Director | | Arthur O. Tzianabos, Ph.D.(2) | 62 | Class III Director |
Nominees to the Board of Directors
| (1) Member of our Compensation Committee. |
Nominees to the Board of Directors
| (2) Interim Executive Chair of the Company. |
Nominees to the Board of Directors
Edward M. Kaye, M.D., has served as a member of our Board of Directors since October 2017 and also served as our Chief Executive Officer from October 2017 to March 2025. He joined us from Sarepta Therapeutics, Inc., a medical research and drug development company, where he served as President and Chief Executive Officer from September 2016 to July 2017, Interim Chief Executive Officer from April 2015 to September 2016 and Chief Medical Officer from June 2011 to March 2017. From 2001 to 2011, Dr. Kaye served in various positions at Genzyme Corporation, a biotechnology company, including most recently as Group Vice President of Clinical Development. Previously, Dr. Kaye served as Chief of Biochemical Genetics at Children’s Hospital of Philadelphia, Chief of Neurology at St. Christopher’s Hospital for Children, and as a member of the research staff at Massachusetts General Hospital and Tufts University Medical Center. Dr. Kaye currently serves as a Neurological Consultant at the Children’s Hospital of Boston. Dr. Kaye is also a member of the boards of directors of Cytokinetics, Inc., a public biopharmaceutical company, Avidity Biosciences, Inc. a public biotechnology company, and the Massachusetts Biotechnology Council, a private non-profit life sciences industry organization. Dr. Kaye holds a B.S. in Biology/Chemistry from Loyola University and a M.D. from the Loyola University Stritch School of Medicine. We believe that Dr. Kaye is qualified to serve on our Board of Directors because of his extensive leadership and clinical experience in the medical and biotechnology fields. Seth L. Harrison, M.D., has served on our Board of Directors since July 2015 and served as the Chair of our Board of Directors from July 2015 to September 2024. Dr. Harrison serves as Managing Partner at Apple Tree Partners, a venture capital firm, which he founded in 1999. Prior to founding Apple Tree Partners, Dr. Harrison served as a General Partner at Oak Investment Partners, a venture capital and private equity firm, and as a Venture Partner at Sevin Rosen Funds, a technology-focused venture capital firm. Dr. Harrison currently serves as a member of the board of directors of Akero Therapeutics, Inc., a public biopharmaceutical company. Dr. Harrison also serves as the chair of the boards of directors of Braeburn Inc., a pharmaceutical company, Marengo Therapeutics, Inc., an immunotherapy company, and Galvanize Therapeutics, Inc., a medical device company, as well as a director for numerous other private companies. Dr. Harrison holds an A.B. from Princeton University and an M.D. and M.B.A. from Columbia University. We believe that Dr. Harrison is qualified to serve on our Board of Directors because of his experience in the life sciences industry, his experience as a venture capitalist, as well as his service on the boards of directors of numerous biopharmaceutical companies. Arthur O. Tzianabos, Ph.D., has served as the Interim Executive Chair of our Board of Directors since March 2025. He previously served as the Chair of our Board of Directors from September 2024 and has served as a member of our Board of Directors since September 2018. Dr. Tzianabos has served as the Chief Executive Officer of Lifordi Immunotherapeutics, a biopharmaceutical company, since June 2023. Dr. Tzianabos also serves as a Venture Partner at 5AM Ventures, where he has focused on life sciences investments since September 2022. Dr. Tzianabos serves on the Board of Directors of Q32 Bio Inc. (formerly Homology Medicines, Inc.), a genetic medicines company, where he previously served as President and Chief Executive Officer from April 2016 to September 2022. Prior to joining Homology Medicines, Inc., Dr. Tzianabos served as President and Chief Scientific Officer at OvaScience, Inc., a biotechnology company, from September 2013 to March 2016. Previously, Dr. Tzianabos served in various senior management positions at Shire Plc, a pharmaceutical company, and as a professor at Harvard Medical School. Dr. Tzianabos serves on the Development Board of the College of Life Sciences and Agriculture at the University of New Hampshire. Dr. Tzianabos previously served on the Board of Directors of Akouos, Inc., a public biotechnology company. Dr. Tzianabos holds a B.S. in Biology from Boston College and a Ph.D. in Microbiology from the University of New Hampshire. We believe that Dr. Tzianabos is qualified to serve on our Board of Directors because of his executive and clinical experience, as well as his extensive involvement in the biotechnology industry.
Continuing Directors
Continuing Directors The directors who are serving for terms that end following the Annual Meeting and their ages are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.
Continuing Directors
| Name | Age | Class | | Adrian R. Krainer(1) | 66 | Class I Director | | Garry E. Menzel(2)(3) | 60 | Class I Director | | Julie Anne Smith(1)(2) | 54 | Class I Director | | Jennifer C. Burstein(3) | 53 | Class II Director | | Arthur A. Levin, Ph.D.(1)(3) | 71 | Class II Director | | Ian F. Smith(4) | 59 | Class II Director |
Continuing Directors
| (1) Member of our Nominating and Corporate Governance Committee. |
Continuing Directors
| (2) Member of our Compensation Committee. |
Continuing Directors
| (3) Member of our Audit Committee. |
Continuing Directors
| (4) Interim Chief Executive Officer of the Company. |
Continuing Directors
Adrian R. Krainer, Ph.D., co-founded Stoke Therapeutics, Inc. and has served as a member of our Board of Directors since June 2014. Professor Krainer is the St. Giles Professor at Cold Spring Harbor Laboratory, a biological research institution, where he has served since 1986 and where his work led directly to the invention and development of SPINRAZA. Professor Krainer holds a B.A. in Biochemistry from Columbia University and a Ph.D. in Biochemistry from Harvard University. We believe that Professor Krainer is qualified to serve on our Board of Directors because of his extensive experience in biopharmaceutical research and development and experience in RNA splicing and antisense therapies. Garry E. Menzel, Ph.D., has served as a member of our Board of Directors since August 2020. Dr. Menzel is currently the President of RoslinCT, a global contract development and manufacturing organization, since September 2024, and an Operating Partner at GHO Capital Partners LLP, a specialist healthcare advisor, since March 2024. Previously, Dr. Menzel served as President and Chief Executive Officer of TCR2 Therapeutics Inc. (Nasdaq: TCRR), a clinical stage oncology company, from 2016 until its merger with Adaptimmune Therapeutics plc (Nasdaq: ADAP) in June 2023. Since June 2023, Dr. Menzel has sat on the Board of Directors of Adaptimmune. He is a cofounder of Black Diamond Therapeutics, Inc. (Nasdaq: BDTX), a clinical stage oncology company, where he has served on the Board of Directors since 2014. From 2013 to 2015, Dr. Menzel served as Chief Financial Officer of DaVita Healthcare Partners (NYSE: DVA), which at the time operated one of the largest networks of kidney dialysis centers and primary care physician practices in the United States. Prior to that, Dr. Menzel served as Chief Operating Officer at microRNA therapy company Regulus Therapeutics, Inc. (Nasdaq: RGLS). He began his career in the finance industry, starting as a consultant at Bain & Company and subsequently held global leadership roles running the biotechnology practices at Goldman Sachs and Credit Suisse where he advised on more than $100 billion in strategic transactions. Outside of his corporate board positions, Dr. Menzel previously served on the National Board of the Epilepsy Foundation and on the Boards of Directors of the Institute for Systems Biology and the University of California, San Francisco (UCSF) School of Pharmacy. Dr. Menzel holds a Ph.D. in Biochemistry and Molecular Biology from St. John’s College, University of Cambridge, an M.B.A. from Stanford University and a B.S. in Biochemistry from the Imperial College of Science and Technology. We believe that Dr. Menzel is qualified to serve on our Board of Directors because of his extensive executive experience at biotechnology companies. Julie Anne Smith is a seasoned biotech executive who previously served as Chief Executive Officer of Nuvig Therapeutics Inc., a biotechnology company developing immunotherapies, from January 2023 to November 2024. Previously Ms. Smith served as the President and Chief Executive Officer of ESCAPE Bio, Inc. from August 2018 to August 2022, President and Chief Executive Officer at Nuredis, Inc. from August 2017 to July 2018, and President and Chief Executive Officer at Raptor Pharmaceutical Corp., a public, commercial stage biopharmaceutical company focused on developing and commercializing treatments for orphan diseases, from September 2012 to October 2016. She joined Raptor in 2012 as Chief Operating Officer until being appointed President and Chief Executive Officer. Prior to joining Raptor, Ms. Smith served in positions of increasing responsibility at Enobia Pharmaceuticals until May 2012, upon its acquisition by Alexion Pharmaceuticals, Inc., Jazz Pharmaceuticals plc, Genzyme Novazyme and Bristol-Myers Squibb Company. Ms. Smith currently serves as an independent director of Exelixis, Inc., a public genomics-based drug discovery company. She previously served on the board of directors of Audentes Therapeutics, Inc., a genetic medicines company, and as a director on the Health and Emerging Companies Sections of the Biotechnology Industry Organization (BIO) board. Ms. Smith holds a B.S. in Biological and Nutritional Sciences from Cornell University. We believe that Ms. Smith is qualified to serve on the Board of Directors because of her extensive executive experience at biotechnology companies. Jennifer C. Burstein, CPA, has served as a member of our Board of Directors since June 2019. Since March 2021, Ms. Burstein has served as Senior Vice President – Finance Operations at Treeline Biosciences, Inc., a biotechnology company. From January 2018 to February 2019, Ms. Burstein served as Senior Vice President of Finance and principal financial officer at Loxo Oncology, Inc., a biotechnology company, until its acquisition by Eli Lilly and Company. Ms. Burstein previously served as Vice President of Finance and principal financial officer of Loxo Oncology since May 2015. Prior to Loxo Oncology, Ms. Burstein served as Vice President of Finance at Acorda Therapeutics, Inc., a public biotechnology company, from July 2010 until April 2015, where she held several positions of increasing responsibility in Finance from 2006 until being appointed Vice President of Finance. Prior to joining Acorda, from 2002 to 2006, she was with Eyetech Pharmaceuticals, Inc., a public biotechnology company, now a subsidiary of Valeant Pharmaceuticals International, Inc., where she held several positions of increasing responsibility in Finance until being promoted to Senior Director, Accounting. Ms. Burstein received her B.S. in Business Administration and M.B.A. in Accounting from the State University of New York at Buffalo and has a CPA license in New York. We believe that Ms. Burstein is qualified to serve on our Board of Directors because of her expertise in financial and accounting matters and her extensive experience in the biotechnology industry. Arthur A. Levin, Ph.D., has served as a member of our Board of Directors since September 2015. From January 2014 to February 2023, Dr. Levin served as Chief Scientific Officer at Avidity Biosciences, Inc., a biotechnology company, and has served as their Distinguished Scientist and Strategic Leader from February 2023 through December 2024. Dr. Levin served on the Board of Directors of Avidity Biosciences from February 2023 to the present. From April 2012 to January 2014, Dr. Levin served as Executive Vice President at miRagen Therapeutics, Inc., an RNA-focused therapeutics company. Prior to joining miRagen Therapeutics, Inc., Dr. Levin served in various senior management positions at Santaris Pharma A/S Corp., a biopharmaceutical company, and Ionis Pharmaceuticals, Inc., a public, RNA-focused biopharmaceutical company. Dr. Levin holds a B.S. in Biology from Muhlenberg College and a Ph.D. in Toxicology from the University of Rochester. We believe that Dr. Levin is qualified to serve on our Board of Directors because of his biopharmaceutical industry experience, including his expertise in nucleic-acid-based therapeutics.
Continuing Directors
Ian F. Smith has served as our Interim Chief Executive Officer since March 2025 and as a member of our Board of Directors since September 2023. Prior to that, Mr. Smith served as a consultant since June 2023. Mr. Smith is the Chair of the Board of Directors for Rivus Pharmaceutical, a position he has held since September 2023 and is Executive Chair of the Board of Directors of Solid Biosciences, which position he has held since April 2020. Mr. Smith also serves as a Senior Advisor to Bain Capital Life Sciences, which position he has held since January 2021, He has also served as a member of the Board of Directors of Foghorn Therapeutics, since April 2021, Alkeus Therapeutics since 2022, Odyssey Therapeutics since 2024 and Areteia Therapeutics since March 2025. Prior to his current roles, Mr. Smith served as Executive Chair of the Board of Directors of Viacyte, a private biotechnology company, from July 2019 to September 2022 (acquired). He was Executive Vice President and Chief Operating Officer of Vertex Pharmaceuticals, from September 2017 to January 2019, and, before that, served as Chief Financial Officer from October 2001 to September 2017. Mr. Smith holds a B.A. with honors in accounting and finance from Manchester Metropolitan (UK). We believe Mr. Smith is qualified to serve on our Board of Directors due to his knowledge and experience across multiple roles for public biotechnology companies.
Director Compensation
Director Compensation
Year Ended December 31, 2024
| • | Cash Compensation. Our non-employee director compensation program provided an annual cash retainer of $40,000 to each non-employee director. The Chair of our Board of Directors received an additional annual payment of $30,000; the Chairs of our Audit, Compensation and Nominating and Corporate Governance Committees received an additional annual payment of $15,000, $10,000 and $10,000 respectively; and the members of our Audit, Compensation and Nominating and Corporate Governance Committees received an additional annual payment of $7,500, $5,000 and $5,000 respectively. |
Year Ended December 31, 2024
| Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Jennifer C. Burstein, CPA | 55,000 | 85,946 | — | 140,946 | | Adrian R. Krainer, Ph.D. | 45,000 | 85,946 | — | 130,946 | | Garry E. Menzel, Ph.D. | 50,192 | 85,946 | — | 136,139 | | Arthur A. Levin, Ph.D. | 50,000 | 85,946 | — | 135,946 | | Seth L. Harrison, M.D. | 66,359 | 85,946 | — | 152,305 | | Julie Anne Smith | 51,440 | 85,946 | — | 137,387 | | Arthur O. Tzianabos, Ph.D. | 64,701 | 85,946 | — | 150,647 | | Ian F. Smith | 42,308 | 85,946 | 120,000(4) | 248,254 |
Year Ending December 31, 2025
| • | Cash Compensation. Our non-employee director compensation program will provide an annual cash retainer to each non-employee director for service on our Board of Directors, as well as for their committee positions. Non-employee directors may elect to receive their general Board of Director annual cash retainer in the form of a restricted stock unit, which will vest quarterly. The following table sets forth a comparison of our non-employee director cash compensation program to our peers: |
REPORT OF THE AUDIT COMMITTEE
| * Dr. Levin joined the Audit Committee and Dr. Tzianabos stepped off the Audit Committee in March 2025. |
Summary Compensation Table
Summary Compensation Table The following table presents summary information regarding the total compensation for services rendered in all capacities that was earned by our named executive officers during the years ended December 31, 2024 and 2023. All amounts are in dollars.
Summary Compensation Table
| Name | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Edward M. Kaye, M.D. Chief Executive Officer | 2024 | 650,923 | — | 2,975,700 | 1,614,740 | 358,008 | 12,749 | 5,612,120 | | | 2023 | 625,887 | — | 1,299,300 | 1,285,008 | 309,814 | 13,201 | 3,533,210 | | Thomas E. Leggett(6) Chief Financial Officer | 2024 | 309,470 | — | — | 4,020,915 | 190,001 | — | 4,520,386 | | | 2023 | — | — | — | — | — | — | — | | Barry S. Ticho, M.D., Ph.D., FACC Chief Medical Officer | 2024 | 514,030 | — | 1,133,600 | 609,336 | 205,612 | 6,859 | 2,469,437 | | | 2023 | 494,259 | — | 489,272 | 474,186 | 177,934 | 12,356 | 1,648,007 |
Summary Compensation Table
| (1) The amounts in this column represent bonuses awarded at the discretion of our Board of Directors above the amounts earned by meeting our corporate performance objectives. |
Summary Compensation Table
| (2) The amounts reported in the Stock Awards column represent (i) the grant date fair value of restricted stock units (“RSUs”) granted to our named executive officers during the years ended December 31, 2024 and |
Summary Compensation Table
| 2023; and (ii) the grant date fair value of performance-based stock units (“PSUs”) granted to our named executive officers during the year ended December 31, 2024. The value of the PSU awards at the grant date assuming that the maximum level of performance conditions was achieved was $1,487,850 for Dr. Kaye and $566,800 for Dr. Ticho, and the amounts in the Stock Awards column reflects this maximum level of performance. The assumptions used in calculating the grant date fair value of the RSUs and PSUs reported in the Stock Awards column are set forth in Note 9 to the audited consolidated financial statements included in Form 10-K. Note that the amounts reported in this column reflect the accounting cost for these RSUs and PSUs and do not correspond to the actual economic value that may be received by our named executive officers from the awards. |
Summary Compensation Table
| (3) The amounts reported in the Option Awards column represent the grant date fair value of the stock options granted to the named executive officers during the years ended December 31, 2024 and 2023 as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 9 to the audited consolidated financial statements included in Form 10-K. Note that the amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by the named executive officers from the options. |
Summary Compensation Table
| (4) For additional information regarding the non-equity incentive plan compensation, see section entitled “Non-equity Incentive Plan Awards.” |
Summary Compensation Table
| (5) The amounts reported reflect 401(k) contributions paid by us on behalf of such named executive officer. |
Summary Compensation Table
| (6) The outstanding options were granted under our 2019 Equity Incentive Plan when Mr. Leggett was appointed as our Chief Financial Officer in May 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End Table
Outstanding Equity Awards at 2024 Fiscal Year-End Table
Outstanding Equity Awards at 2024 Fiscal Year-End Table
| | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commence- ment 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 or Other Rights that Have Not Vested (#) | Market Value of Shares or Units or Other Rights that Have Not Vested ($)(8) | Number of Unearned Shares or Units or Other Rights that Have Not Vested (#) | Market or Payout Value of Unearned Shares or Units or Other Rights that Have Not Vested ($)(8) | | Edward M. Kaye | 4/2/2018(1) | 10/17/2017 | 567,801 | — | 0.60 | 4/2/2028 | — | — | — | — | | Chief Executive Officer | 12/12/2018(2) | 10/22/2018 | 468,382 | — | 2.19 | 12/12/2028 | — | — | — | — | | | 3/25/2020(3) | 3/25/2020 | 197,000 | — | 20.25 | 3/25/2030 | — | — | — | — | | | 3/15/2022(3) | 3/15/2022 | 211,750 | 96,250 | 20.34 | 3/15/2032 | — | — | — | — | | | 12/7/2022(3) | 12/7/2022 | 83,525 | 83,525 | 7.07 | 12/7/2032 | — | — | — | — | | | 3/15/2023(3) | 3/15/2023 | 93,187 | 119,813 | 9.15 | 3/15/2033 | — | — | — | — | | | 3/15/2023(4) | 3/15/2023 | — | — | — | — | 106,500 | 1,174,695 | — | — | | | 12/1/2023(5) | 12/1/2023 | — | — | — | — | 4,317 | 47,617 | — | — | | | 3/27/2024(3) | 3/27/2024 | 29,812 | 129,188 | 14.17 | 3/27/2034 | — | — | — | — | | | 3/27/2024(4) | 3/27/2024 | — | — | — | — | 105,000 | 1,158,150 | — | — | | | 3/27/2024(6) | 3/27/2024 | — | — | — | — | 26,250 | 289,538 | 52,500 | 579,075 | | Thomas Leggett | 5/15/2024(7) | 5/15/2024 | — | 396,200 | 14.13 | 5/15/2034 | — | — | — | — | | Chief Financial Officer | | | | | | | | | | | | Barry S. Ticho | 12/12/2018(2) | 10/22/2018 | 84,400 | — | 2.19 | 12/12/2028 | — | — | — | — | | Chief Medical Officer | 12/7/2022(3) | 12/7/2022 | 31,000 | 31,000 | 7.07 | 12/7/2032 | — | — | — | — | | | 3/15/2023(3) | 3/15/2023 | 34,387 | 44,213 | 9.15 | 3/15/2033 | — | — | — | — | | | 3/15/2023(4) | 3/15/2023 | — | — | — | — | 39,300 | 433,479 | — | — | | | 12/1/2023(5) | 12/1/2023 | — | — | — | — | 11,981 | 132,150 | — | — | | | 3/27/2024(3) | 3/27/2024 | 11,250 | 48,750 | 14.17 | 3/27/2034 | — | — | — | — | | | 3/27/2024(4) | 3/27/2024 | — | — | — | — | 40,000 | 441,200 | — | — | | | 3/27/2024(6) | 3/27/2024 | — | — | — | — | 10,000 | 110,300 | 20,000 | 220,600 |
Outstanding Equity Awards at 2024 Fiscal Year-End Table
| (1) The outstanding options were granted under our 2014 Plan, and 1/4th of the option vested on the one-year anniversary of the vesting commencement date and an additional 1/48th vests monthly thereafter, subject to the executive’s continued service to us. The options are now fully vested. |
Outstanding Equity Awards at 2024 Fiscal Year-End Table
| (2) The outstanding options were granted under our 2014 Plan, and 1/48th of the option vests on each one-month anniversary of the vesting commencement date, subject to the executive’s continued service to us. The options are now fully vested. |
Outstanding Equity Awards at 2024 Fiscal Year-End Table
| (3) The outstanding options were granted under our 2019 Equity Incentive Plan, and 1/48th of the option vests on each one-month anniversary of the vesting commencement date, subject to the executive’s continued service to us. The options are also subject to double trigger acceleration as described in greater detail under “—Change of Control and Severance Agreements” below. |
Outstanding Equity Awards at 2024 Fiscal Year-End Table
| (4) The outstanding RSUs were granted under our 2019 Equity Incentive Plan, and 1/4th of the shares vest on each one-year anniversary of the vesting commencement date, subject to the executive’s continued service to us. The RSUs are also subject to double trigger acceleration as described in greater detail under “—Change of Control and Severance Agreements” below. |
Outstanding Equity Awards at 2024 Fiscal Year-End Table
| (5) The outstanding RSUs were granted under our 2019 Equity Incentive Plan in exchange for certain eligible options. RSUs granted in exchange for vested shares underlying eligible options vest on the one-year anniversary of the vesting commencement date, and the RSUs granted in exchange for unvested shares underlying eligible options vest such that 50% will vest on the one-year anniversary of the vesting commencement date and 50% will vest on the two-year anniversary of the vesting commencement date, subject to the executive’s continued service to us. The RSUs are also subject to double trigger acceleration as described in greater detail under “—Change of Control and Severance Agreements” below. |
Outstanding Equity Awards at 2024 Fiscal Year-End Table
| (6) The outstanding PSUs were granted under our 2019 Equity Incentive Plan and will vest on the date, or dates, that the Compensation Committee determines achievement of certain milestone performance metrics established by our Compensation Committee, subject to the executive’s continued service to us. In December 2024, the Compensation Committee approved achievement of the first performance metric, resulting in the vesting of 50% of the first tranche, representing 25% of the total PSUs granted, while the remaining 50% of the first tranche, representing 25% of the total PSUs granted, will vest in December 2025. The PSUs are also subject to double trigger acceleration as described in greater detail under “—Change of Control and Severance Agreements” below. |
Outstanding Equity Awards at 2024 Fiscal Year-End Table
| (7) The outstanding options were granted under our 2019 Equity Incentive Plan when Mr. Leggett was appointed as our Chief Financial Officer in May 2024. 1/4th of the option vests on the one-year anniversary of the appointment date and 1/48th of the option vests monthly thereafter. The options are also subject to double trigger acceleration as described in greater detail under “—Change of Control and Severance Agreements” below. |
Outstanding Equity Awards at 2024 Fiscal Year-End Table
| (8) The market value of unvested equity awards is calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on December 31, 2024, which was $11.03. |
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and our named executive officers and our Company performance for the fiscal years listed below. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on: TSR ($) | Net Income ($ Thousands) | | 2024 | 5,612,120 | 7,524,361 | 3,494,912 | 3,359,671 | 119.50 | (88,981) | | 2023 | 3,533,210 | 1,117,069 | 1,623,244 | 847,883 | 56.99 | (104,699) |
Pay Versus Performance
| (1) Edward M. Kaye, M.D. was our PEO for each year presented. The individuals comprising our non-PEO named executive officers for each year presented are listed below. |
Pay Versus Performance
| 2023 | 2024 | | Stephen J. Tulipano, CPA | Thomas E. Leggett | | Barry S. Ticho, M.D., Ph.D., FACC | Barry S. Ticho, M.D., Ph.D., FACC |
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 our named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay Versus Performance
| (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and our non-PEO named executive officers as set forth below. Equity values are calculated in accordance with the Financial Accounting Standards Board Accounting Standards Codification 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. |
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 5,612,120 | (4,590,440) | 6,502,681 | 7,524,361 | | 2023 | 3,533,210 | (2,584,308) | 168,167 | 1,117,069 |
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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 3,494,912 | (2,881,925) | 2,746,684 | 3,359,671 | | 2023 | 1,623,244 | (963,458) | 188,097 | 847,883 |
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:
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 ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2024 | 2,995,719 | 1,930,579 | 574,396 | 1,001,987 | — | — | 6,502,681 | | 2023 | 1,447,147 | (1,205,145) | 191,934 | (265,769) | — | — | 168,167 |
Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 2,058,259 | 317,126 | 108,917 | 262,382 | — | — | 2,746,684 | | 2023 | 803,140 | (587,886) | 70,825 | (97,982) | — | — | 188,097 |
Pay Versus Performance
| (4) The comparison assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year, in the Company. Historical stock performance is not necessarily indicative of future stock performance. |
NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO named executive officers, and our cumulative TSR over the two most recently completed fiscal years.
Named Executive Officer Compensation Actually Paid and Net Income
Named Executive Officer Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO named executive officers, and our Net Income during the two most recently completed fiscal years.