DEF 14A of Viridian Therapeutics, Inc.\DE
Filed Apr 25, 2025 · FY20240001193125-25-095008
Information Regarding Director Nominees and Continuing Directors
Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently three Class I directors, who are up for election at this meeting for a term expiring at the 2028 Annual Meeting of Stockholders, two Class II directors, whose term expires at the 2026 Annual Meeting of Stockholders, and two Class III directors, whose term expires at the 2027 Annual Meeting of Stockholders. The following is a brief biography of each director nominee and continuing director and a discussion of the specific experiences, qualifications, attributes, or skills of each director nominee and continuing director that led the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) to recommend that person as a director of our Board. Our Nominating Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct our business. To that end, our Nominating Committee has identified and evaluated the nominees in the broader context of the overall composition of our Board with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities that our Nominating Committee views as critical to the effective functioning of our Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experiences, qualifications, attributes, or skills of the nominees that led our Nominating Committee to believe that the nominees should continue to serve on our Board. However, each of the members of our Nominating Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for our Board, and these views may differ from the views of other members. The following table lists the names and ages of each director nominee and continuing director of the Board:
Information Regarding Director Nominees and Continuing Directors
| Name | Class | Age (as of April 25, 2025) | Position | | Stephen Mahoney | Class III | 54 | President, Chief Executive Officer and Director | | Jeff Ajer | Class I | 62 | Independent Director | | Chris Cain, Ph.D. (1)(2)(3) | Class I | 41 | Independent Director | | Sarah Gheuens, M.D., Ph.D. (1) | Class I | 46 | Independent Director | | Tomas Kiselak (1)(3)(4) | Class II | 38 | Independent Chairman of the Board | | Jennifer K. Moses (2)(4) | Class II | 50 | Independent Director | | Arlene M. Morris (2)(3)(4) | Class III | 73 | Independent Director |
Information Regarding Director Nominees and Continuing Directors
| (1) Member of the Science and Technology Committee (the “Science Committee”) |
Information Regarding Director Nominees and Continuing Directors
| (2) Member of the Audit Committee |
Information Regarding Director Nominees and Continuing Directors
| (3) Member of the Nominating Committee |
Information Regarding Director Nominees and Continuing Directors
| (4) Member of the Compensation Committee |
Class I Director Nominees
Class I Director Nominees Jeff Ajer. Mr. Ajer has served as a member of our Board since April 2025. Mr. Ajer has more than 25 years of experience driving commercialization for rare diseases and specialty medicines, including leading commercial planning for late-stage pipeline programs, product marketing, reimbursement, and sales operations. He most recently served as the Executive Vice President and Chief Commercial Officer at BioMarin Pharmaceutical Inc. (Nasdaq: BMRN), from 2012 through mid-2024. Between 2005 and 2012, Mr. Ajer held roles of increasing responsibility at BioMarin. Prior to BioMarin, Mr. Ajer served in various roles at Genzyme Corporation beginning in November 2003, most recently as Vice President, Global Transplant Operations from December 2004 to August 2005. Prior to that, Mr. Ajer held positions in sales, marketing, and operations at SangStat Medical Corporation and ICN Pharmaceuticals. In addition, Mr. Ajer has served as an independent director of Nektar Therapeutics (Nasdaq: NKTR) since September 2017 and served on the board of directors of True North Therapeutics, Inc. until June 2017. He also currently advises and consults biopharmaceutical companies in a variety of capacities. He received his B.S. degree in chemistry and M.B.A. from the University of California, Irvine. We believe Mr. Ajer is qualified to serve on our Board because of his more than 25 years of biotechnology industry experience, including extensive commercial experience, and his experience serving as a director of biotechnology companies. Chris Cain, Ph.D. Dr. Cain has served as a member of our Board since March 2025. Dr. Cain has served as the Director of Research at Fairmount Funds Management LLC, a healthcare investment firm, since April 2020. From February 2019 to February 2020, Dr. Cain served as Vice President at Samsara BioCapital, a biotherapeutics-focused venture capital fund. Prior to that role, Dr. Cain worked at Apple Tree Partners, a life sciences-focused venture capital fund, from 2016 to January 2019, and at RA Capital Management, an investment management company, before that. Previously, Dr. Cain was a writer and editor at BioCentury Publications. He currently serves on the boards of Cogent Biosciences, Inc. (Nasdaq: COGT) and Jade Biosciences, Inc. He received a B.A. from the University of California, Santa Barbara and a Ph.D. in Biochemistry and Molecular Biology from the University of California, San Francisco. We believe Dr. Cain is qualified to serve on our Board because of his experience serving as a director of biotechnology companies and as a manager of funds specializing in the area of life sciences. Sarah Gheuens, M.D., Ph.D. Dr. Gheuens has served as a member of our Board since September 2023. Dr. Gheuens has served as Chief Medical Officer of Agios Pharmaceuticals, Inc. (Nasdaq: AGIO) (“Agios”), a pharmaceutical company, since September 2021 and as its Head of Research and Development since July 2022. Previously, she served as Agios’ Head of Clinical Development from December 2019 to September 2021. Prior to joining Agios, Dr. Gheuens worked at Biogen Inc. (Nasdaq: BIIB) (“Biogen”), a multinational biotechnology company, from October 2012 to December 2019, where she held roles of increasing responsibility in safety, medical affairs, and clinical development, including most recently as Executive Medical Director, Head of Medical Safety, Late Stage Clinical Development. Prior to joining Biogen, Dr. Gheuens served as a physician at Beth Israel Deaconess Medical Center (“BIDMC”), a hospital, from November 2008 to September 2012. Dr. Gheuens received her M.D. from the Free University of Brussels (VUB), Belgium, and completed her neurology residency at the University Hospital of the Free University of Brussels (VUB), Belgium, followed by an HIV/neurology fellowship at BIDMC. She also received a Ph.D. in Medical Sciences from the University of Antwerp, Belgium and a Master’s in Medical Sciences from Harvard Medical School. We believe Dr. Gheuens is qualified to serve on our Board because of her extensive experience within the biopharmaceutical industry, including in the research and development of drugs, and as a physician.
Class II Directors Continuing in Office
Class II Directors Continuing in Office Tomas Kiselak. Mr. Kiselak has served as Chairman since June 2021 and a member of our Board since October 2020. Mr. Kiselak is a Managing Member at Fairmount, which he co-founded in April 2016. Prior to Fairmount, Mr. Kiselak was a managing director at RA Capital Management, LLC, a healthcare and life science investment firm. Mr. Kiselak also serves as a member of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE), Spyre Therapeutics, Inc. (Nasdaq: SYRE), Dianthus Therapeutics, Inc. (Nasdaq: DNTH), and Zenas Biopharma, Inc. (Nasdaq: ZBIO), all biotechnology companies, and several private companies, including Jade Biosciences, Inc. He received his bachelor’s degree in Neuroscience and Economics from Amherst College. We believe Mr. Kiselak is qualified to serve on our Board because of his experience advising biotechnology companies and as a manager of funds specializing in the area of life sciences. Jennifer K. Moses. Ms. Moses has served as a member of our Board since July 2021. Ms. Moses has served as Chief Financial Officer of Investors Management Corporation (“IMC”), a private holding company of businesses across varied industries since April 2023. Prior to joining IMC, Ms. Moses served as the Chief Financial Officer of G1 Therapeutics, Inc. (Nasdaq: GTHX) (“G1”), a biopharmaceutical company, from May 2019 through April 2023, and she previously served as its Vice President of Finance and Accounting from March 2015 to May 2019. Prior to joining G1, Ms. Moses was a Partner at Rankin McKenzie, LLC (“Rankin McKenzie”), a financial consulting company, from October 2007 to February 2015, where she served as Acting Chief Financial Officer and Controller for venture-backed companies. Prior to joining Rankin McKenzie, Ms. Moses held roles of increasing responsibility at Deloitte & Touche LLP, a professional services company, including providing tax services to clients and later focusing on strategic planning and internal communications in the Office of the Chief Executive Officer of Deloitte Tax LLP. Ms. Moses received a B.S. in Accounting from the Pennsylvania State University and is a C.P.A. We believe Ms. Moses is qualified to serve on our Board because of her financial expertise and experience within the biopharmaceutical industry.
Class III Directors Continuing in Office
Class III Directors Continuing in Office Stephen Mahoney. Mr. Mahoney has served as our President and Chief Executive Officer and a member of our Board since October 2023. Prior to joining Viridian, Mr. Mahoney served as Chief Financial and Operating Officer of Magenta Therapeutics, Inc. (“Magenta”) (which later became Dianthus Therapeutics, Inc. (Nasdaq: DNTH)), a biotechnology company, from November 2020 to September 2023, where he was responsible for overseeing the financial and operational aspects of Magenta, and where he was also named President in February 2023 in connection with Magenta’s restructuring plan. Mr. Mahoney has more than 20 years of global biotechnology sector industry experience. Prior to joining Magenta, Mr. Mahoney served as President and Chief Operating Officer of Kiniksa Pharmaceuticals, Ltd. (Nasdaq: KNSA) (“Kiniksa”), a biopharmaceutical company, from August 2015 to November 2019, where he was responsible for overseeing the operational aspects of Kiniksa, including advancement of its existing programs, and as a senior advisor from November 2019 through December 2019. Prior to joining Kiniksa, Mr. Mahoney served as Chief Commercial Officer, among other executive positions of increasing responsibility, at Synageva BioPharma Corp. (“Synageva”). Prior to joining Synageva, he was Regional Director, Legal – Asia Pacific Region for Genzyme Corporation, following other roles in the organization. Mr. Mahoney holds an M.B.A. from the Boston College Carroll School of Management, a J.D. from Boston College Law School and a B.A. from Colorado College. He also serves on the board of directors of Vesselson, Inc., a private company. We believe that Mr. Mahoney is qualified to serve on our Board because of his unique perspective given his role as our Chief Executive Officer, his more than 20 years of global biotechnology sector industry experience, and his executive leadership roles at numerous biopharmaceutical companies. Arlene M. Morris. Ms. Morris has served as a member of our Board since January 2018. Ms. Morris has served as Chief Executive Officer at Willow Advisors, LLC, a consultancy advising biotech companies on financing, strategy and business development, since May 2015. From April 2012 until May 2015, Ms. Morris served as the Chief Executive Officer of Syndax Pharmaceuticals, Inc., a then privately-held oncology company focused on the development and commercialization of therapies for treatment-resistant cancers. She also served as a member of the Syndax Pharmaceuticals board of directors from 2011 to 2015. From 2003 to 2011, Ms. Morris served as President, Chief Executive Officer and a member of the board of directors of Affymax, Inc., a biotechnology company. Ms. Morris also held various management and executive positions at Clearview Projects, Inc., a corporate advisory firm; Coulter Pharmaceutical, Inc., a pharmaceutical company; Scios Inc., a biopharmaceutical company; and Johnson & Johnson (NYSE: JNJ), a healthcare company. She is currently a member of the board of directors of TC BioPharma (Holdings) plc (Nasdaq: TCBP), a gamma delta cell therapy company, where she serves as Chair of the board of directors; Palatin Technologies, Inc. (NYSE: PTN), a biopharmaceutical company; and Cogent Biosciences, Inc. (Nasdaq: COGT), a biopharmaceutical company. She was a director of Biodel Inc., a specialty pharmaceutical company, from 2015 until its merger in 2016, Dimension Therapeutics, a gene therapy company, until it was acquired by Ultragenyx in 2017, and Viveve Medical, Inc., a medical device company, from May 2016 until February 2023. She is currently a director of the Charleston Animal Society. Ms. Morris received a B.A. in Biology and Chemistry from Carlow University. We believe Ms. Morris is qualified to serve on our Board because of her relevant industry experience and breadth of expertise from past and continued service on the boards of directors of publicly-traded biotechnology companies, which enable her to contribute important strategic insight to the Board.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS In accordance with our Fourth Amended and Restated Bylaws (the “Bylaws”), the Board has fixed the number of directors constituting the Board at seven. At the Annual Meeting, the stockholders will vote to elect the three Class I director nominees named in this Proxy Statement to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Our Board has nominated Mr. Jeff Ajer, Dr. Chris Cain, and Dr. Sarah Gheuens for election to our Board. Mr. Ajer was appointed to the Board in April 2025, Dr. Cain was appointed to the Board in March 2025, and Dr. Gheuens was appointed to the Board in September 2023. Our director nominees have indicated that they are willing and able to serve as our directors. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the class and Board. The Board recommends a vote “FOR” each of the director nominees set forth above.
Executive Summary and Corporate Background
| • | Annual Cash Bonuses. Approved annual cash bonus awards that represented approximately 130% of their target annual cash bonus opportunities as calculated pursuant to the terms of the Viridian, Inc. Annual Bonus Plan (the “2024 Annual Bonus Plan”). |
Executive Summary and Corporate Background
| • | Long-Term Incentive Compensation. In 2024, our Board of Directors did not grant any long-term incentive compensation opportunities in the form of equity awards to our Named Executive Officers, except for an option to purchase shares of our common stock granted to Dr. Ciulla in connection with his appointment as our Chief Medical Officer and an option to purchase shares of our common stock granted to Ms. Tousignant in connection with her employment and appointment as Chief Legal Officer, in each case awarded in February 2024. |
Executive Summary and Corporate Background
| • | Maintain Independent Compensation Advisor: The Compensation Committee engaged its own compensation consultants to assist with its 2024 compensation review. These compensation consultants performed no other consulting or other services for us in 2024. |
Executive Summary and Corporate Background
| • | Multi-Year Vesting Requirements: It is our practice that the equity awards granted to our executive officers vest over multi-year periods, consistent with current market practice and with our retention and stockholder alignment objectives. |
Executive Summary and Corporate Background
| • | “Double-Trigger” Change-in-Control Arrangements: All vesting of equity awards upon a change-in-control of the Company is based on a “double-trigger” arrangement (that is, both a |
Executive Summary and Corporate Background
| change-in-control of the Company plus a qualifying termination of employment must occur before accelerated vesting occurs). |
Executive Summary and Corporate Background
| • | No Tax Payments on Change-in-Control Arrangements: Our agreements and plans do not contain any excise tax reimbursement provisions (including “gross-ups”) related to payments or benefits contingent upon a change-in-control of the Company. |
Executive Summary and Corporate Background
| • | No Option Re-pricing: The Viridian Therapeutics, Inc. 2016 Equity Incentive Plan does not permit options to purchase shares of our common stock to be repriced to a lower exercise or strike price without the approval of our stockholders. |
Executive Summary and Corporate Background
| • | attract, motivate, reward, and retain superior executive talent through market competitive compensation and benefit levels within the context of responsible cost management; |
Executive Summary and Corporate Background
| • | provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value; and |
Executive Summary and Corporate Background
| • | link the interests and objectives of our executives with the interests and objectives of stockholders through the grant of long-term equity incentive compensation and align their cash incentive opportunities to our annual performance. |
Compensation-Setting Process
The Compensation Committee evaluated its relationship with each compensation consulting firm to confirm that each such firm was and is independent from management. This review process included a review of the services that the firm provided, the quality of those services, and the fees associated with the services provided during 2024. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4) and the listing standards of Nasdaq and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by either of the compensation consulting firms. Competitive Positioning With assistance from its compensation consultant, the Compensation Committee uses a comparative framework to identify specific peer companies and data sources to assess and develop our executive pay philosophy and compensation positioning. The Compensation Committee uses this framework to assess pay levels and mixture of aggregate executive compensation, including base salary levels, target total cash compensation opportunities, and long-term incentive compensation opportunities. Our compensation positioning is then evaluated relative to our compensation peer group and, in certain instances, other relevant data sources (such as selected broad-based compensation surveys). In 2023, the Compensation Committee directed its then-compensation consultant to review and update the compensation peer group used to analyze and establish the compensation of our executive officers to reflect current market conditions, to remove acquired or to be acquired companies and those which fell meaningfully above or below best practice size ranges, and to retain key peer companies identified by management and/or the Compensation Committee. In identifying and selecting the companies that comprise the updated compensation peer group, the then-compensation consultant considered the following selection criteria:
Compensation-Setting Process
The Compensation Committee uses data drawn from the companies in our compensation peer group to evaluate the competitive market when developing its recommendations for the annual total direct compensation packages for our executive officers, including base salary levels, target annual cash bonus opportunities, and long-term equity incentive opportunities. The Compensation Committee reviews our compensation peer group periodically as it deems appropriate and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. In September 2024, the Compensation Committee, with the advice and assistance of Compensia, further reviewed and approved the following changes to the peer group based on refinement of the selection criteria previously used, for purposes of assessing executive compensation for 2025: (i) Aerovate Therapeutics, Arcutis Biotherapeutics, Crinetics Pharmaceuticals, Immunovant, Mersana Therapeutics, Ventyx Biosciences, and Viking Therapeutics were removed from the peer group, and (ii) Cogent Biosciences, Erasca, Ocugen, Praxis Precision Medicines, and Vera Therapeutics were added to the peer group. Additional information about the Compensation Committee’s executive compensation decisions for 2025 will be provided in our definitive proxy statement for the 2026 annual meeting of stockholders.
Compensation Elements
| Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to attract and retain executives by providing fixed compensation amounts that are competitive in the market | | Performance-Based Annual Cash Bonuses | Variable | Cash | Designed to motivate our executives to achieve annual business objectives and provide financial incentives when we meet or exceed these annual objectives | | Long-Term Equity Incentive Awards | Variable | Equity awards in the form of options to purchase shares of our common stock | Designed to align the interests of our executives and our stockholders by motivating them to create sustainable long-term stockholder value; promotes retention through a multi-year vesting schedule |
Compensation Elements
The base salaries actually paid to our Named Executive Officers during 2024 are set forth in the “2024 Summary Compensation Table” below. Annual Cash Bonuses Our annual cash bonus program is intended to reward our executive officers, including our Named Executive Officers, for meeting or exceeding pre-established objective or subjective performance goals for the year, based on our annual business goals. In January 2024, the Compensation Committee recommended, and our Board of Directors subsequently approved, the 2024 Annual Bonus Plan to provide incentives for our executive officers, including our Named Executive Officers, to meet or exceed certain business and financial objectives set by the Compensation Committee, which were based on our 2024 annual operating plan. Each of our executive officers, including our Named Executive Officers, was eligible to receive a target bonus (established as a percentage of his or her base salary as set forth in his or her employment agreement) with respect to our 2024 performance. Target Annual Cash Bonus Opportunities In January 2024, as part of its annual review of our executive compensation program, the Compensation Committee reviewed the target annual cash bonus opportunities of our executive officers, including our Named Executive Officers, taking into consideration a competitive market analysis prepared by Radford, its then-compensation consultant, and the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity), as well as the other factors described in “Compensation-Setting Process—Setting Target Total Direct Compensation” above. Following this review, the Compensation Committee recommended to our Board of Directors that it maintain the target annual cash bonus opportunity for our executive officers at the levels previously established in their respective employment agreements. Subsequently, our Board of Directors approved these recommendations. The target annual cash bonus opportunities of our Named Executive Officers for 2024 who were serving in office as of the end of 2024 were as follows:
Compensation Elements
| Named Executive Officers | 2024 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2024 Target Annual Cash Bonus Opportunity ($) | | Mr. Mahoney | 55% | 357,500 | | Mr. Harmon | 40% | 167,840 | | Ms. Tousignant(1) | 40% | 180,000 | | Mr. Beetham | 45% | 225,000 | | Dr. Ciulla | 40% | 203,720 |
Compensation Elements
| (1) Ms. Tousignant’s 2024 target annual cash bonus opportunity was established in connection with her commencement of employment. |
Compensation Elements
2024 Annual Bonus Plan Performance Goals In February 2024, the Board of Directors selected and approved the following performance metrics, specific goals, and related weightings for purposes of the 2024 Annual Bonus Plan. Our Board of Directors considered these goals to be important to stockholder value creation because they would enable us to advance our mission of developing potential “best-in-class” medicines for patients with serious and rare diseases. These goals recognize the value in achieving phase 3 readouts of our intravenous IGF-1R inhibitor, veligrotug, in TED, and moving towards potential commercialization; initiating phase 3 trials of our subcutaneous IGF-1R inhibitor, VRDN-003, in TED; advancing the candidates in our FcRn pipeline, including moving the first candidate towards clinical studies; as well as several additional financial and organizational goals.
Compensation Elements
In December 2024, the Compensation Committee determined that we had achieved each of the performance goals under each of the categories described above. The Compensation Committee also determined that we had achieved the pre-established “stretch” performance criteria established for certain of these performance goals. The Compensation Committee further noted our significant additional, value-driving corporate accomplishments in 2024, including building the operating teams necessary to achieve our goals and completing several outstanding agreements and internal processes, all while continuing to execute on or exceed the pre-established performance goals under the 2024 Annual Bonus Plan. 2024 Annual Bonus Plan Payouts Based on the achievement of our performance goals, the stretch criteria, and additional corporate accomplishments, the Compensation Committee recommended, and our Board of Directors approved, annual bonus awards to the participants in the 2024 Annual Bonus Plan, including our Named Executive Officers, with an aggregate performance payout equal to 130% of the target bonus opportunity. Based on these actions, the following annual cash bonus payouts were made to our Named Executive Officers for 2024:
Compensation Elements
| Named Executive Officer | 2024 Target Annual Bonus Opportunity (as a percentage of base salary) | 2024 Target Annual Bonus Opportunity ($) | Aggregate Performance Payout (as a % of target annual bonus opportunity) | Annual Bonus Payout ($) | | Mr. Mahoney | 55% | 357,500 | 71.5% | 464,750 | | Mr. Harmon | 40% | 167,840 | 52% | 218,192 | | Ms. Tousignant | 40% | 180,000 | 52% | 234,000 | | Mr. Beetham | 45% | 225,000 | 58.5% | 292,500 | | Dr. Ciulla | 40% | 203,720 | 52% | 264,836 |
Compensation Elements
The annual bonuses actually paid to our Named Executive Officers for 2024 are set forth in the “2024 Summary Compensation Table” below. Long-Term Equity Incentives As a biopharmaceutical company that encounters significant competition for qualified personnel, long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, reward, and retain qualified and experienced executive officers. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executive officers without significantly increasing cash compensation and to more closely align executive compensation with overall company goals and objectives. We consider long-term equity incentive compensation to be the most important element of our executive compensation program. We use equity awards to incentivize and reward our executive officers, including our Named Executive Officers, for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our executive officers, including our Named Executive Officers, with the interests of our stockholders. Equity awards also serve to retain our executive officers and motivate them to make important contributions to our performance. The realized value of these equity awards is dependent on our stock price, and, therefore, these awards provide an additional incentive for our executive officers to create value for our stockholders. Further, because our equity awards for executive officers, including our Named Executive Officers, typically are earned and/or vest over a multi-year period, equity awards also help us retain our executive officers in a highly competitive market. As a biopharmaceutical company, we grant options to purchase shares of our common stock as our primary vehicle under our long-term incentive compensation program. Because options to purchase shares of our common stock provide for an economic benefit only in the event that our stock price increases over the exercise price of the option (for which the exercise price is equal to the fair market value of our common stock as of the date of grant), our Board of Directors believes that these equity awards effectively align the interests of our executive officers, including our Named Executive Officers, with those of our stockholders and provide our executive officers with a significant incentive to manage our business from the perspective of an owner with an equity stake in the business. The choice to grant options to our executive officers also reflects our Board of Directors’ belief that our executive officers are in a direct position to influence the market price of our common stock. In addition, because they are subject to a multi-year vesting requirement, options serve our retention objectives since our executive officers must remain continuously employed by us through the applicable vesting dates to have an opportunity to exercise their stock options. In 2024, except for the promotional equity and new-hire awards described in the next two paragraphs and the equity award granted to Dr. Katz in connection with his provision of consulting services to us (described below), we did not grant any equity awards to our CEO or any of our Named Executive Officers. The Compensation Committee and our Board determined that, for the executive officers hired in or after October 2023, the initial equity awards in the form of options to purchase shares of our common stock that were granted to such executive officers in connection with their initial employment were sufficient to continue to compensate and incentivize them during 2024. For the other executive officers, the Compensation Committee and our Board determined that equity awards granted in the form of options to purchase shares of our common stock in November 2023 were sufficient to continue to compensate and incentivize them during 2024. In February 2024, based in part on competitive market data provided by Radford, the Compensation Committee recommended, and our Board of Directors approved, the grant of an option to purchase 50,000 shares of our common stock to Dr. Ciulla in connection with his appointment as our Chief Medical Officer. These options vest in 48 equal monthly installments, contingent on Dr. Ciulla’s continued service to us through each vesting date. In February 2024, the Board of Directors approved the grant of an option to purchase 290,000 shares of our common stock to Ms. Tousignant in connection with her appointment as our Chief Legal Officer. These options vest as to 25% on the one-year anniversary of the grant and in equal monthly installments over the thirty-six months following the one-year anniversary, subject to Ms. Tousignant’s continued employment with the Company on each vesting date. The equity awards granted to our Named Executive Officers during 2024 are set forth in the “2024 Summary Compensation Table” and the “2024 Grants of Plan-Based Awards Table” below. Health and Welfare Benefits Our Named Executive Officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as our other employees. These benefits include medical, dental, and vision insurance, an employee assistance program, health and dependent care flexible spending accounts, group life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, and commuter benefits. In addition, our employees, including our executive officers, are eligible to receive remote work stipends on a non-discriminatory basis. We maintain a Section 401(k) defined contribution retirement savings plan for the benefit of our eligible employees under which participants are permitted to contribute a percentage of their compensation on a pre-tax basis, subject to limits in the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Contributions to the Section 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the plan. Our executive officers, including our Named Executive Officers, are eligible to participate in the Section 401(k) plan on the same basis as our other employees. Under the Section 401(k) plan, each participant is fully vested in his or her deferred salary contributions. Participant contributions are held and invested by the plan’s trustee, subject to a participant’s ability to give investment directions by following specified procedures. In 2024, we provided matching contributions of up to 100% of the first 4% of each participant’s eligible contributions to the Section 401(k) plan. We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our executive officers, including our Named Executive Officers, except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of such person’s duties, to make the executive officer more efficient and effective, and for recruitment and retention purposes. In 2024, none of our Named Executive Officers received perquisites or other personal benefits in amounts equal to or greater than $10,000.
Employment Agreements
Employment Agreements We have entered into written employment agreements with each of our Named Executive Officers who were employed as of the end of 2024. We believe that these agreements were necessary to secure the service of these individuals in a highly competitive job market. Each of these employment agreements does not have a specific term and provides for “at will” employment (meaning that either the Company or the executive officer may terminate the employment relationship at any time, including by the Company with or without cause). These employment agreements generally set forth the Named Executive Officer’s base salary, target annual cash bonus opportunity, and eligibility to receive annual equity awards based upon performance and award guidelines as established by our Board of Directors or the Compensation Committee. These employment agreements also provide that each Named Executive Officer is eligible to receive severance payments and benefits upon a qualifying termination of employment, as more fully described in “Potential Payments upon Termination or Change in Control” below. In addition, each employment agreement also requires each Named Executive Officer to enter into our standard form of Invention Assignment, Non-Disclosure, and Business Protection Agreement, which contains provisions requiring assignment of intellectual property, various restrictive covenants, and a prohibition on the unauthorized use or disclosure of our confidential information and trade secrets, among other obligations. For detailed descriptions of the employment arrangements with our Named Executive Officers who were employed as of the end of 2024, see “— Narrative to 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table ” below.
Executive Transition
Executive Transition Dr. Katz transitioned to a consulting role and ceased to serve as Chief Medical Officer of the Company on January 3, 2024 following his involuntary termination from the Company. He was succeeded as Chief Medical Officer of the Company by Dr. Ciulla. The Company entered into a separation agreement (the “Separation Agreement”) with Dr. Katz on January 3, 2024 (the “Separation Date”), the terms of which were generally determined by his employment agreement. Pursuant to the terms of the Separation Agreement, Dr. Katz received the following severance payments and benefits: (i) continued payment of his current annual base salary for a period of 52 weeks following the Separation Date in the amount of $502,228, (ii) a one-time payment equal to 105% of his 2023 target annual performance bonus amount in the amount of $210,935.76, (iii) an additional one-time payment equal to 100% of his target annual performance bonus amount in the amount of $200,891.20, (iv) the equivalent of 12 months immediate vesting as measured from the Separation Date of all of Dr. Katz’s stock options and equity awards subject to time-based vesting that were outstanding as of January 18, 2021, and (v) a one-time payment of Dr. Katz’s COBRA or other healthcare payments in the amount of $24,000. The payment of the foregoing benefits under the Separation Agreement was conditioned upon Dr. Katz’s execution of a general release of claims in favor of the Company. Dr. Katz continued to serve as a consultant to the Company until January 3, 2025 pursuant to a consulting agreement between him and the Company (the “Consulting Agreement”) dated January 3, 2024. In exchange for providing consulting services under the Consulting Agreement, Dr. Katz received a consulting fee of $10,000 per month during the term of the Consulting Agreement. Pursuant to the terms of the Consulting Agreement, Dr. Katz was also awarded an option to purchase up to 67,500 shares of the Company’s common stock, which vested in full on January 1, 2025.
Other Compensation Policies
Other Compensation Policies Insider Trading Policy and Hedging and Pledging Policies We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by the Company and our directors, executive officers, and employees, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. Our Insider Trading Policy requires all directors, officers, and employees of the Company, and their immediate family members and other persons living in their households (“Company Associates”), to consult our Chief Legal Officer prior to engaging in any hedging or pledging transactions involving our equity securities. Any request for pre-clearance of a hedging or similar arrangement must be submitted to our Chief Legal Officer at least 30 days before the proposed execution of documents evidencing the proposed transaction. Our Chief Legal Officer will then determine whether the transaction may proceed and, if so, assist in complying with the SEC’s reporting requirements. Any Company Associate proposing to pledge our equity securities as collateral for a loan must submit a request for pre-clearance to our Chief Legal Officer at least two weeks prior to the proposed execution of documents evidencing the proposed pledge. Our Chief Legal Officer will then determine whether the transaction may proceed. Our Policy on Trading in Securities prohibits our directors and executive officers subject to Section 16 of the Securities and Exchange Act from engaging in short sales and transactions in puts, calls, or other derivative securities (whether on an exchange or in any other organized market) with respect to our equity securities. A copy of our Insider Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024. Compensation Recovery (“Clawback”) Policy We maintain an incentive compensation recovery (“clawback”) policy which complies with the requirements of Exchange Act Rule 10D-1 and the applicable Nasdaq listing standards (the “Clawback Policy”). Our policy sets forth the circumstances and procedures under which we must recover certain erroneously awarded compensation paid to “covered executives” (as defined in the Clawback Policy). The Clawback Policy provides that if we are required to prepare an accounting restatement of our financial statements due to our material non-compliance with any financial reporting requirement under the securities laws (including any such correction that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), we will recover on a reasonably prompt basis the amount of any incentive-based compensation received by a covered executive during the recovery period that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. The recovery of such compensation applies regardless of whether a covered executive engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. For purposes of the Clawback Policy, “incentive-based compensation means” any compensation granted, earned, or vested based in whole or in part on our attainment of a financial reporting measure that was received by a person (i) on or after October 2, 2023 and after such person began service as a covered executive and (ii) who served as a covered executive at any time during the performance period for the incentive-based compensation. Equity Award Grant Policy Our Insider Trading Policy prohibits the grant of stock options, stock appreciation rights, or similar option-like instruments when we are in possession of material nonpublic information. We do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The following table contains information required by Item 402(x)(2) of Regulation S-K about stock options granted to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of any Current Report on Form 8-K that discloses material nonpublic information. Except for the stock option grant to Dr. Katz disclosed below, none of our other NEOs were granted stock options within such period and we did not grant any stock options, stock appreciation rights, or similar option-like instruments to our NEOs during the period from four business days before to one business day after the filing of any of the Company’s Quarterly Reports on Form 10-Q, or the filing of the Company’s Annual Report on Form 10-K.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our NEOs during the last three fiscal years ended December 31, 2024, 2023, and 2022, respectively (or such shorter period of the NEO’s service).
2024 Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Option awards(1) ($) | Nonequity incentive plan compensation(2) ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation(3) ($) | Total ($) | | Stephen Mahoney, Chief Executive Officer | 2024 | 650,000 | — | — | 464,750 | — | 2,704 | 1,117,454 | | | 2023 | 112,847 | 63,762 | 12,302,728 | — | — | 184 | 12,479,521 | | | 2022 | — | — | — | — | — | — | — | | Seth Harmon, Senior Vice President, Finance and Accounting | 2024 | 419,600 | 123,000 | — | 218,192 | — | 9,867 | 770,659 | | | 2023 | 241,427 | 372,200 | 5,930,567 | — | — | 4,332 | 6,548,526 | | | 2022 | — | — | — | — | — | — | — | | Jennifer Tousignant, Chief Legal Officer | 2024 | 400,568 | 150,000 | 4,117,147 | 234,000 | — | 9,309 | 4,911,024 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Thomas Beetham, Chief Operating Officer | 2024 | 500,000 | | — | 292,500 | — | 17,000 | 809,500 | | | 2023 | 86,806 | 40,130 | 4,634,282 | — | — | 184 | 4,761,402 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Dr. Thomas Ciulla, Chief Medical Officer | 2024 | 509,300 | 144,000 | 674,505 | 264,836 | — | 17,968 | 1,610,609 | | | 2023 | 414,037 | 235,088 | 9,995,181 | — | — | 1,806 | 10,646,112 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Dr. Barrett Katz, Former Chief Medical Officer | 2024 | 5,707 | — | 1,064,201 | — | — | 1,090,915 | 2,160,823 | | | 2023 | 502,228 | — | 2,763,883 | — | — | 9,888 | 3,275,999 | | | 2022 | 487,600 | 136,528 | 1,475,039 | — | — | 11,488 | 2,110,655 | | | 2021 | | | | | | | — |
2024 Summary Compensation Table
| (1) Amounts shown in these columns do not reflect dollar amounts actually received by our NEOs. Instead, in accordance with the SEC rules, these amounts reflect the aggregate grant date fair value of stock options to purchase common stock and awards of restricted stock units that were granted during the applicable fiscal year, as well as the aggregate incremental fair value of stock options modified during the applicable fiscal year, in each case computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, “Stock Compensation” (“FASB ASC Topic 718”), disregarding the effects of estimated forfeitures. Our methodology, including our underlying estimates and assumptions used in calculating these values, is set forth in Note 11, “Share-Based Compensation” in our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 3, 2025. |
2024 Summary Compensation Table
| (2) Amounts shown reflect payments under our 2024 Annual Bonus Plan. Please see “Annual Cash Bonuses” in the Compensation Discussion and Analysis section of this proxy statement for additional information. |
2024 Summary Compensation Table
| (3) The dollar amounts shown in this column consist of: (i) $1,600 in remote work stipends for Mr. Mahoney, Mr. Harmon, Ms. Tousignant, Mr. Beetham and Dr. Ciulla; (ii) Company-paid life insurance premiums of $1,104 for Mr. Mahoney, $720 for Mr. Harmon, $966 for Ms. Tousignant, $2,064 for Mr. Beetham, and $3,168 for Dr. Ciulla; (iii) Company matching contributions with respect to our 401(k) Plan of $0 for Mr. Mahoney, $7,547 for Mr. Harmon, $6,743 for Ms. Tousignant, $13,336 for Mr. Beetham, and $13,200 for Dr. Ciulla; and (iv) in the case of Dr. Katz, the total value of 2024 severance payments $970,915 and consulting fees of $120,000. |
Grants of Plan-Based Awards for Fiscal Year 2024 Table
Grants of Plan-Based Awards for Fiscal Year 2024 Table The following table shows potential payouts under our annual cash incentive awards and information regarding grants of equity awards that we made during the fiscal year ended December 31, 2024 to each of our Named Executive Officers.
Grants of Plan-Based Awards for Fiscal Year 2024 Table
| Name and Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards($)(1) | | | All Other Option Awards: Number of Securities Under- lying Options(#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards($)(2) | | | | Threshold | Target | Maximum | | | | | Stephen Mahoney | — | — | $357,500 | — | — | — | — | | Seth Harmon | — | — | $167,840 | — | — | — | — | | Jennifer Tousignant | — | — | $180,000 | — | — | — | — | | | 2/12/2024 | — | — | — | 290,000 | $19.68 | $4,117,147 | | Thomas Beetham | — | — | $225,000 | — | — | — | — | | Dr. Thomas Ciulla | — | — | $203,720 | — | — | — | — | | | 2/5/2024 | — | — | — | 50,000 | $18.70 | $674,505 | | Dr. Barrett Katz | — | — | — | — | — | — | — | | | 1/4/2024 | — | — | — | 67,500 | $22.00 | $1,064,201 |
Grants of Plan-Based Awards for Fiscal Year 2024 Table
| (1) Non-Equity Incentive Plan amounts above reflect short-term cash incentives granted under our 2024 Annual Bonus Plan as discussed above in the Compensation Discussion and Analysis. Actual amounts earned under such awards are shown in footnote 2 to the 2024 Summary Compensation Table. |
Grants of Plan-Based Awards for Fiscal Year 2024 Table
| (2) Reflects the grant date fair value of stock options to purchase common stock, as well as the aggregate incremental fair value of stock options modified during 2024, in each case as computed in accordance with FASB ASC Topic 718. Please see footnote 1 to the 2024 Summary Compensation Table for additional information. |
Narrative Disclosure to 2024 Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2024 Table
Narrative Disclosure to 2024 Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year 2024 Table
Outstanding Equity Awards at 2024 Fiscal-Year End Table
Outstanding Equity Awards at 2024 Fiscal-Year End Table The following table sets forth information regarding outstanding equity awards as of December 31, 2024, for each of our NEOs.
Outstanding Equity Awards at 2024 Fiscal-Year End Table
| | OPTION AWARDS(1) | | | | | | | Name | Grant Date | Vesting Commencement Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | | Stephen Mahoney | 10/30/2023 | 10/30/2023(2) | 367,325 | 892,075 | $13.02 | 10/30/2033 | | Seth Harmon | 6/1/2023 | 5/22/2023(2) | 69,270 | 105,730 | $24.50 | 6/1/2033 | | | 11/10/2023 | 11/10/2023(3) | 73,125 | 196,875 | $13.76 | 11/10/2033 | | Thomas Beetham | 10/30/2023 | 10/30/2023(2) | 138,366 | 336,034 | $13.02 | 10/30/2033 | | Dr. Thoms Ciulla | 3/1/2023 | 2/17/2023(2) | 114,583 | 135,417 | $33.06 | 3/1/2033 | | | 4/25/2023 | 4/25/2023(3) | 20,833 | 29,167 | $28.22 | 4/25/2033 | | | 11/10/2023 | 11/10/2023(3) | 73,125 | 196,875 | $13.76 | 11/10/2033 | | | 2/5/2024 | 2/5/2024(3) | 10,416 | 39,584 | $18.70 | 2/5/2034 | | Ms. Tousignant | 2/12/2024 | 2/12/2024(2) | — | 290,000 | $19.68 | 2/12/2034 | | Dr. Barrett Katz (5) | 1/18/2021 | 1/18/2021(2) | 259,583 | 7,417 | $23.03 | 1/17/2031 | | | 2/2/2022 | 2/2/2022(3) | 77,916 | 32,084 | $18.51 | 2/2/2032 | | | 2/8/2023 | 2/8/2023(3) | 49,500 | 58,500 | $34.20 | 2/8/2033 | | | 1/4/2024 | 1/1/2024(4) | — | 67,500 | $22.00 | 1/4/2034 |
Outstanding Equity Awards at 2024 Fiscal-Year End Table
| (1) The unvested shares subject to these option awards may be subject to accelerated vesting upon a qualifying termination of employment, see “Potential Payments Due Upon Termination of Employment or a Change-in-Control” below. |
Outstanding Equity Awards at 2024 Fiscal-Year End Table
| (2) The option vests as to 25% of the shares subject to the option on the first anniversary of the vesting commencement date and then in monthly installments thereafter over the following three years, subject to continuous service through each applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal-Year End Table
| (3) The option vests in equal monthly installments over the four-year period following the vesting commencement date, subject to continuous service through each applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal-Year End Table
| (4) The option vests 100% on the one-year anniversary of the vesting commencement date, subject to continued engagement with the Company on such date. |
Outstanding Equity Awards at 2024 Fiscal-Year End Table
| (5) Dr. Katz’s continuous service to the Company pursuant to the Consulting Agreement ended effective January 3, 2025, and accordingly these options are set to expire April 3, 2025. |
Option Exercises and Stock Vested in 2024 Table
Option Exercises and Stock Vested in 2024 Table None of our Named Executive Officers exercised options to purchase our common stock during the fiscal year ended December 31, 2024. During this same period, there was no vesting of stock awards held by our Named Executive Officers.
Potential Payments Upon Termination of Employment or a Change-in-Control
Potential Payments Upon Termination of Employment or a Change-in-Control We have entered into employment agreements with our NEOs pursuant to which we agreed to make certain payments to our executive officers upon termination of their employment or a change of control of the Company, as described below.
General
| Name | Executive Benefits and Payment upon Termination | Termination by Company without Cause or by Executive for Good Reason Absent a Change in Control ($) | Involuntary Termination by the Company or by Executive for Good Reason in Connection with a Change in Control ($) | | Stephen Mahoney | Cash Severance Payment | 975,000 | 975,000 | | | Healthcare continuation | 65,830 | 65,830 | | | Acceleration of equity vesting(1) | 1,936,328 | 5,486,261 | | | Total | 2,977,158 | 6,527,091 | | Seth Harmon | Cash Severance Payment | 419,600 | 419,600 | | | Healthcare continuation | 43,887 | 43,887 | | | Acceleration of equity vesting(1) | — | 1,065,094 | | | Total | 463,487 | 1,528,581 | | Jennifer Tousignant | Cash Severance Payment | 450,000 | 450,000 | | | Healthcare continuation | 43,887 | 43,887 | | | Acceleration of equity vesting(1) | — | — | | | Total | 493,887 | 493,887 |
General
| Name | Executive Benefits and Payment upon Termination | Termination by Company without Cause or by Executive for Good Reason Absent a Change in Control ($) | Involuntary Termination by the Company or by Executive for Good Reason in Connection with a Change in Control ($) | | Thomas Beetham | Cash Severance Payment | 500,000 | 500,000 | | | Healthcare continuation | 43,887 | 43,887 | | | Acceleration of equity vesting(1) | 729,390 | 2,066,609 | | | Total | 1,273,277 | 2,610,496 | | Dr. Thomas Ciulla | Cash Severance Payment | 509,300 | 509,300 | | | Healthcare continuation | 29,390 | 29,390 | | | Acceleration of equity vesting(1) | — | 1,083,698 | | | Total | 568,690 | 1,622,388 |
Pay Ratio Disclosure
Pay Ratio Disclosure For 2024, we determined that the median of the annual total compensation of all of our employees, other than our CEO, Mr. Mahoney, was $400,174; Mr. Mahoney’s 2024 annual total compensation, as reported in the 2024 Summary Compensation Table above, was $1,117,454 and the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees other than our CEO was 2.8 to 1. To identify our median employee, we reviewed our employee population on December 31, 2024 and aggregated each employee’s 2024 base salary, annual bonus paid for 2024 performance, stock-based compensation granted in 2024 (based on the grant date fair value), and other payments made in 2024. We annualized the compensation of employees who joined the Company during 2024. The annual total compensation of our median employee (other than the CEO) for 2024 was then determined in accordance with the SEC rules in the same manner that Mr. Mahoney’s compensation was determined for purposes of the 2024 Summary Compensation Table and compared to the total annual compensation for Mr. Mahoney as reported in the 2024 Summary Compensation Table above. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.
Pay Versus Performance
| Year | Summary Compensation Table Total for Ms. Rauch (1) | Compensation Actually Paid to Ms. Rauch (2) | Summary Compensation Table Total for Dr. Violin (1) | Compensation Actually Paid to Dr. Violin (2) | Summary Compensation Table Total for Mr. Myers (1) | Compensation Actually Paid to Mr. Myers (2) | Summary Compensation Table Total for Mr. Mahoney (1) | Compensation Actually Paid to Mr. Mahoney (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”) (5) | Peer Group TSR (6) | Net Income (6) | | 2024 | — | — | — | — | — | — | $1,117,454 | $(2,049,900) | $2,052,523 | $788,907 | $116.53 | $93.49 | $(269.90) | | 2023 | — | — | $2,211,072 | $(744,985) | $36,407,990 | $6,248,440 | $12,479,521 | $22,376,680 | $5,654,964 | $8,294,872 | $132.40 | 94.03 | $(237.7) | | 2022 | — | — | $4,646,740 | $7,621,417 | — | — | — | — | $2,067,217 | $3,970,915 | $177.57 | 89.90 | $(129.90) | | 2021 | $1,779,054 | $1,961,634 | $17,408,538 | $14,862,020 | — | — | — | — | $7,938,024 | $7,613,295 | $120.18 | 100.02 | $(79.40) |
Pay Versus Performance
| (1) The dollar amounts reported are the amounts of total compensation reported for (i) Ms. Rauch in the Summary Compensation Table for 2021 (the last covered year during which she served as our principal executive officer), (ii) Dr. Violin in the Summary Compensation Table for 2021, 2022 and 2023 (the covered years during which he served as our principal executive officer), (iii) Mr. Myers in the Summary Compensation Table for 2023 (the covered year during which he served as our principal executive officer), and (iv) Mr. Mahoney in the Summary Compensation Table for 2023 and 2024 (the covered years during which he has served as our principal executive officer). |
Pay Versus Performance
| (2) The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, these amounts reflect the values reported in the “Total” column of the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay Versus Performance
| Compensation Actually Paid to PEO | 2024 (Mr. Mahoney) | | Summary Compensation Table Total | $1,117,454 | | Less, value of “Option Awards” reported in Summary Compensation Table | — | | Less, value of “Stock Awards” reported in Summary Compensation Table | — | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | — | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (2,972,983) | | Plus (less), change in fair value from prior year end to the vesting date of equity awards granted in prior years that vested in the year | (194,371) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Compensation Actually Paid to PEO | $(2,049,900) |
Pay Versus Performance
| (3) The dollar amounts reported represent the average of the amounts reported for our NEOs as a group (excluding our Chief Executive Officers) in the “Total” column of the “Summary Compensation Table” in each applicable year. The names of each of the NEOs (excluding our Chief Executive Officers) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Mr. Beetham, Dr. Ciulla, Mr. Harmon, Dr. Katz and Ms. Tousignant; (ii) for 2023, Mr. Beetham and Mr. Harmon; (iii) for 2022, Mr. Humer and Dr. Katz; and (iv) for 2021, Mr. Humer and Dr. Katz. |
Pay Versus Performance
| (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our Chief Executive Officers), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our Chief Executive Officer) during the applicable year. In accordance with the SEC rules, these amounts reflect the values reported in the “Total” column of the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
Pay Versus Performance
| Average Compensation Actually Paid to Non-PEO NEOs | 2024 | | Average Summary Compensation Table Total | $2,052,523 | | Less, average value of “Option Awards” reported in Summary Compensation Table | (1,171,171) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 984,093 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | 24,089 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | (724,564) | | Plus (less), average change in fair value from prior year end to the vesting date of equity awards granted in prior years that vested in the year | (376,063) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Average Compensation Actually Paid to Non-PEO NEOs | $788,907 |
Pay Versus Performance
| (5) Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020. |
Pay Versus Performance
| (6) Reflects the total shareholder return of the Nasdaq Biotechnology Total Return Index, which is the same peer group used for purposes of Item 201(e) of Regulation S-K, from December 31, 2020 through the last trading day for the applicable fiscal year in the table, assuming reinvestment of dividends. |
Pay Versus Performance
| (7) The dollar amounts reported represent the amount of net income, in millions, reflected in the Company’s audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several non-financial performance measures to align executive compensation with Company performance, those Company measures are not presented in the Pay Versus Performance Table. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table.
Compensation Actually Paid and Company Cumulative TSR and Peer Group Cumulative TSR
Compensation Actually Paid and Company Cumulative TSR and Peer Group Cumulative TSR
Compensation Actually Paid and Company Cumulative TSR and Peer Group Cumulative TSR
| * Compensation actually paid in thousands |
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss)
| * Compensation actually paid and net income (loss) in thousands |
Director Compensation
Director Compensation
Director Compensation Table
Director Compensation Table The following table shows the compensation earned in 2024 by the non-employee directors who served on the Board during such year. Mr. Mahoney did not receive any additional compensation for his 2024 Board service. For additional information on the 2024 compensation of Mr. Mahoney, see the “Executive Compensation” section above.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards(1) ($) | Total ($) | | Dr. Sarah Gheuens | 47,357 | 185,307 | 232,664 | | Peter Harwin(2) | 67,357 | 185,307 | 252,664 | | Tomas Kiselak(2) | 97,070 | 185,307 | 282,377 | | Arlene M. Morris | 69,713 | 185,307 | 255,020 | | Jennifer K. Moses | 67,357 | 185,307 | 252,664 |
Director Compensation Table
| (1) The values set forth in this column do not reflect dollar amounts actually received by our non-employee directors and instead, in accordance with the SEC rules, are based on the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718, disregarding the effects of estimated forfeitures. Our methodology, including our underlying estimates and assumptions used in calculating these values, is set forth in Note 11, “Share-Based Compensation” in our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 3, 2025. As of December 31, 2024, each of our non-employee directors held the following number of options to purchase shares of our common stock: Dr. Gheuens, 61,000 options, Mr. Harwin, 92,600 options, Mr. Kiselak, 92,600 options, Ms. Morris, 95,800 options, and Ms. Moses, 78,500 options. |
Director Compensation Table
| (2) All or a portion of such director’s fees is remitted directly to Fairmount and such director is obligated to turn over to Fairmount any net cash or stock received from the options pursuant to their arrangement with Fairmount. The director disclaims beneficial ownership of the options and underlying shares. |