DEF 14A of Tectonic Therapeutic, Inc.
Filed Apr 25, 2025 · FY20240001193125-25-096764
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Under our Fourth Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class I director has a term that expires at this Annual Meeting, each Class II director has a term that expires at the Company’s 2026 annual meeting of stockholders and each Class III director has a term that expires at the Company’s 2027 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. There are currently six members of the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the two incumbent directors listed below, all of whom have previously been elected by our stockholders, for election to the Board at the Annual Meeting. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. The Board unanimously recommends a vote “FOR” the election of each of the Class I director nominees.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
Our Board of Directors
Our Board of Directors The biographies of each of our nominees for election to the Board as Class I directors, and all other directors are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
Class I Director Nominees for Election at the Annual Meeting
Class I Director Nominees for Election at the Annual Meeting Alise Reicin, M.D., age 64, has served as our President and Chief Executive Officer and member of our Board since August 2020. Prior to joining Tectonic, Dr. Reicin served as President, Global Clinical Development at Celgene Corporation, public pharmaceutical company, from November 2018 to December 2019 and was a member of the Executive Committee. Prior to Celgene, she served as Head of Global Clinical Development at EMD Serono Inc., a privately held pharmaceutical company, from May 2015 to October2018. Prior to EMD Serono, Dr. Reicin worked for 19 years at Merck & Co., Inc., a public pharmaceutical company, where she held leadership positions in both early and late drug development across several therapeutics areas, and in her last role served as Vice President, Program and Pipeline Leadership, Oncology. Prior to Merck, she was a faculty member at Columbia Medical School and a physician and researcher at Columbia Presbyterian Hospital. While at Merck, Dr. Reicin led the team that brought Keytruda from Phase 1 through its initial approvals and over the course of her career she has played a leadership role in the development and approval of over 10 novel medicines across a broad range of therapeutic areas. Dr. Reicin previously served on the board of directors of Homology Medicines, Inc., a public biopharmaceutical company and currently serves on the board of directors of Sana Biotechnology, Inc., a public cell and gene therapy company and Immatics, a company focused on the development of immunotherapies for cancer. She also serves on the board of directors of Sharsheret, a nonprofit devoted to improving the lives of patients and families with or at increased risk of ovarian and breast cancer. Dr. Reicin earned a B.A. in Biochemistry from Barnard College of Columbia University. She earned a M.D. in Medicine from Harvard University. We believe that Dr. Reicin is qualified to serve on our Board due to her clinical expertise and leadership roles in the biotechnology and biopharmaceuticals industry. Praveen Tipirneni, M.D., M.B.A., age 56, has served as a member of our Board since February 2020. Dr. Tipirneni currently serves as a member of the board of directors of The Ras, Inc. d/b/a BridgeBio Oncology Therapeutics. He previously served as Chief Executive Officer and as a member of the board of directors of Morphic Holding, Inc. until its acquisition by Eli Lilly in August 2024. Dr. Tipirneni received a B.A. in Mechanical Engineering from Massachusetts Institute of Technology, an M.D. from McGill University and an M.B.A. from the Wharton School of Business of the University of Pennsylvania. We believe Dr. Tipirneni is qualified to serve on our Board because of his experience with biotechnology companies, including working with and serving in various executive positions in life sciences companies.
Class II Directors Continuing in Office Until Our 2026 Annual Meeting
Class II Directors Continuing in Office Until Our 2026 Annual Meeting Timothy A. Springer, Ph.D., age 77, has served as a member of our Board since June 2019. Dr. Springer co-founded our Company in June 2019 and previously served as a scientific advisor. Dr. Springer served as Chair of our Company from June 2019 until August 2020. Since 1989, Dr. Springer has served as the Latham Family Professor at Harvard Medical School. He has also served as Senior Investigator in the Cellular and Molecular Medicine program at Boston Children’s Hospital since 2012, and as a Professor of Biological Chemistry and Molecular Pharmacology at Harvard Medical School and Professor of Medicine at Boston Children’s Hospital since 2011. He was also the founder of Morphic Therapeutic and served as a scientific advisor and as a member of its board of directors from June 2015 to August 2024, when it was acquired by Eli Lilly. He has also served Selecta Biosciences Inc. (now Cartesian Therapeutic) as a scientific advisor since December 2008 and as a member of its board of directors since June 2016. Dr. Springer is also a Founder and Board Member of Seismic Therapeutic, a private company. Dr. Springer is a member of the National Academy of Sciences and his honors include the Crafoord Prize, the American Association of Immunologists Meritorious Career Award, the Stratton Medal from the American Society of Hematology, the Basic Research Prize from the American Heart Association, the Canada International Gairdner Award, the Lasker Basic Medical Research Award and the Robert Koch Prize. Dr. Springer received a B.A. in Biochemistry from the University of California, Berkeley, and a Ph.D. in Biochemistry and Molecular Biology from Harvard University. We believe that Dr. Springer is qualified to serve on our Board because of his extensive knowledge of therapeutically important cell surface molecules and his investment, business and board experience with biopharmaceutical companies. Stefan Vitorovic, M.S., M.B.A., age 40, has served as a member of our Board since August 2021. Mr. Vitorovic was the co-founder and Managing Director of Vida Ventures, a role he served in from January 2017 to December 2024. Prior to founding Vida Ventures, Mr. Vitorovic was an investment professional at Third Rock Ventures, an early-stage life sciences venture capital firm, from July 2014 to January 2017. At Third Rock, he was part of the founding team of Decibel Therapeutics, Inc. (acquired by Regeneron Pharmaceuticals, Inc.), a hearing-focused drug discovery and development platform company. Before Third Rock, he was an investor at TPG Capital from August 2012 to June 2014, where he focused on majority, control stakes in healthcare companies. Mr. Vitorovic worked on a variety of equity and debt financings, including Aptalis Pharmaceutical Technologies (now Adare Pharma Solutions) and Biomet, Inc. (now Zimmer Biomet Holdings, Inc.). Prior to TPG, Mr. Vitorovic was an investment banker at Credit Suisse’s healthcare banking group from 2004 to 2008. Mr. Vitorovic currently serves on the board of directors of Vigil Neuroscience, Inc. He was previously Director or Observer of Oyster Point Pharma, Inc., Dyne Therapeutics, Sutro Biopharma, Inc., Kyverna Therapeutics, Inc., Praxis Precision Medicines, Inc., Volastra Therapeutics, Inc., and Souffle Therapeutics, Inc. He received a B.S. with Honors in Biological Sciences and an M.S. in Biology from Stanford University, where he received the Firestone Award for his research. Mr. Vitorovic received his M.B.A. from Harvard Business School. We believe Mr. Vitorovic is qualified to serve on our Board because of his deep expertise in life sciences research and investing, as well as his extensive experience in new company formation and operations.
Class III Directors Continuing in Office Until Our 2027 Annual Meeting
Class III Directors Continuing in Office Until Our 2027 Annual Meeting Phillip B. Donenberg, age 64, has served as a member of our Board since June 2024. Mr. Donenberg had served on the board of directors and as Audit Committee Chairman of AVROBIO, Inc., a publicly traded gene therapy company, since June 2018, prior to AVROBIO’s reverse merger with Tectonic in June 2024. Mr. Donenberg has served on the board of directors and as chairman of the audit committee of Taysha Gene Therapies, Inc., a publicly traded gene therapy company, since August 2020. Mr. Donenberg served as Senior Vice-President and Chief Financial Officer of Jaguar Gene Therapy, LLC, a privately held early-stage gene therapy company, from February 2020 to March 2023. Previously, Mr. Donenberg served as Chief Financial Officer and Senior Vice-President of Assertio Therapeutics, Inc., a pharmaceutical company, from July 2018 to November 2018. He served as Senior Vice-President and Chief Financial Officer of AveXis, Inc., a publicly traded gene therapy company, from 2017 to June 2018 and as Vice-President, Corporate Controller from 2016 to 2017. Mr. Donenberg earned a B.S. in accountancy from the University of Illinois, Champaign-Urbana College of Business and is a Certified Public Accountant. We believe that Mr. Donenberg is qualified to serve as a director of our Board based on his financial expertise and his experience as an audit chair, director and executive of companies in the biotechnology and pharmaceutical industries. Terrance McGuire, M.S., M.B.A., age 69, has served as a member of our Board since September 2019. Mr. McGuire was a co-founder and is currently a general partner of Polaris Partners. He currently serves on the board of directors of Seer, Inc. and Invivyd, Inc., as well as several private companies, including Adimab, LLC. Mr. McGuire previously served on the boards of directors of Alector, Inc., Acceleron Pharma, Inc., Akamai Technologies, Inc., Cubist, Inc., Cyclerion Therapeutics, Inc., Ironwood Pharmaceuticals, Inc. and Pulmatrix, Inc. Mr. McGuire is the former chairman of the National Venture Capital Association and a current member of the board of advisors of the Thayer School of Engineering at Dartmouth College. He is a member of the boards of the Whitehead Institute for Biomedical Research at the Massachusetts Institute of Technology and the Arthur Rock Center for Entrepreneurship at Harvard Business School. Mr. McGuire is also on the Scientific Advisory Board of the Brigham and Women’s Hospital. Mr. McGuire holds a B.S. in physics and economics from Hobart College, an M.S. in engineering from the Thayer School at Dartmouth College, and an M.B.A. from Harvard Business School. We believe that Mr. McGuire is qualified to serve on our Board because of his extensive experiences as a venture capitalist focused on the biotechnology industry, as well as his many years of experience as a director of biotechnology companies guiding them in the execution of their corporate strategy and objectives.
Fiscal Year 2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total ($) | | Alise Reicin, M.D.(6) | 2024 | 606,151 | — | 600,848 | 4,291,563 | 392,150 | 10,267(7) | 5,900,979 | | President, CEO and Director | | | | | | | | | | Daniel Lochner, M.B.A. | 2024 | 277,083 | — | — | 1,855,869 | 126,311 | 24,744(8) | 2,284,007 | | Chief Financial Officer | | | | | | | | | | Marcella K. Ruddy, M.D. | 2024 | 476,165 | — | — | 1,140,034 | 223,951 | 742(9) | 1,840,892 | | Chief Medical Officer | | | | | | | | | | Erik Ostrowski, M.B.A.(10) | 2024 | 254,125 | — | — | — | 829,250(11) | 9,883(12) | 1,093,258 | | Former President, Interim Chief Executive Officer, Chief Financial Officer and Treasurer | 2023 | 504,400 | 732,179 | 339,878 | — | — | 14,435(12) | 1,590,892 |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Stock Awards | | | Name | Grant Date(1) | Vesting Commencement Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price per share ($)(2) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | | Alise Reicin, M.D. | 6/28/2021 | 3/31/2021 | 21,688 | 12,235(3) | 2.38 | 06/27/31 | — | — | | | 12/1/2023 | 12/1/2023 | 3,340 | 20,040(4) | 5.38 | 11/30/33 | — | — | | | 6/20/2024 | 6/20/2024 | — | 289,600(3) | 16.80 | 06/19/34 | — | — | | | 12/4/2024 | 6/20/2024 | — | 6,000(3) | 51.28 | 12/03/34 | — | — | | | 12/4/2024 | 6/20/2024 | — | — | — | — | 11,717(5) | 600,848 | | Daniel Lochner, M.B.A. | 6/20/2024 | 5/31/2024 | — | 118,000(3) | 16.80 | 06/19/34 | — | — | | | 6/20/2024 | 5/31/2024 | — | 15,000(6) | 16.80 | 06/19/34 | — | — | | Marcella K. Ruddy, M.D. | 9/17/2021 | 7/19/2021 | 32,861 | 11,085(3) | 2.38 | 09/16/31 | — | — | | | 12/1/2023 | 12/1/2023 | 4,676 | 14,028(4) | 5.38 | 11/30/33 | — | — | | | 6/20/2024 | 6/20/2024 | — | 87,100(3) | 16.80 | 06/19/34 | — | — |
Outstanding Equity Awards at Fiscal Year End
| (1) All of the equity awards were granted under our Legacy Tectonic’s 2019 Equity Incentive Plan (the “Tectonic 2019 Plan”) or our Tectonic Therapeutic, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). All of the option awards were granted with a per share exercise price equal to the fair value of one share of our common stock on the date of grant, as determined in good faith by our Board. |
Outstanding Equity Awards at Fiscal Year End
| (2) All of the option awards listed in the table granted prior to the Merger have an exercise price per share that is no less than the fair market value of Legacy Tectonic common stock on the date of grant of such award, as determined in good faith by the Legacy Tectonic Board. All option awards listed in the table granted subsequent to the Merger have an exercise price based on the closing price per share of common stock as reported on the Nasdaq Select Market on the date of grant. |
Outstanding Equity Awards at Fiscal Year End
| (3) The shares subject to this option grant vested or will vest 1/4 on the first anniversary of the vesting commencement date, and thereafter the remaining 3/4 of the shares will vest in equal monthly installments over the following three years, in each case subject to the officer’s continuous service through the applicable vesting dates, such that the options are vested in full on the four-year anniversary of the vesting commencement date. |
Outstanding Equity Awards at Fiscal Year End
| (4) The shares subject to this option vest in equal monthly installments beginning on January 1, 2024 over the following four years, in each case subject to the officer’s continuous service through the applicable vesting dates, such that the options are vested in full on the four-year anniversary of the vesting commencement date. |
Outstanding Equity Awards at Fiscal Year End
| (5) The shares will vest in four equal installments beginning on June 20, 2025, in each case subject to the officer’s continuous service through the applicable vesting dates, such that the shares are vested in full on the four-year anniversary of the vesting commencement date. |
Outstanding Equity Awards at Fiscal Year End
| (6) The shares subject to this option grant will vest 1/2 on June 1, 2026 if we raise $100 million by June 1, 2026 and have a minimum of a two year cash runway as of June 1, 2026 (i.e. until June 1, 2028), and 1/2 on June 1, 2028 if we have a minimum of a two year cash runway as of June 1, 2028 (i.e. until June 1, 2030), in each case, as determined by our Board (or the Compensation Committee) in its sole discretion, and in each case subject to the officer’s continued service through the applicable vesting dates. |
Potential Payments and Benefits upon a Termination or Change in Control
Potential Payments and Benefits upon a Termination or Change in Control In connection with the completion of the Merger, our Board adopted the Severance Plan pursuant to which certain employees are eligible to participate, including the Named Executive Officers (each a “Participant” and collectively, the “Participants”). Pursuant to the Severance Plan, the Participants are eligible to receive the severance and change in control benefits described below, contingent upon the respective Participant’s execution of a participation agreement and a general release of claims as further described in the Severance Plan. The benefits provided pursuant to the Severance Plan supersede and replace any severance and/or change in control benefits to which the Participants were previously entitled, including pursuant to their employment agreements and offer letters. If a Participant’s employment with the Company is terminated by us without Cause or due to the Participant’s resignation for Good Reason (each as defined in the Severance Plan) during the period commencing three months prior to, and ending 12 months following, the effective date of a Change in Control (as defined in the Severance Plan) (the “Change in Control Period”), the Participant will be entitled to (i) a cash payment in an amount equal to 12 months (or 18 months for Dr. Reicin) of the Participant’s base salary; (ii) a cash payment of an amount equal to 100% (or 150% for Dr. Reicin) of the Participant’s annual target bonus for the year in which the change in control termination occurs; (iii) a cash payment of an amount equal to the Participant’s annual target bonus for the year in which the change in control termination occurs, pro-rated for the portion of the year elapsed in such year; (iv) 12 months (or 18 months for Dr. Reicin) of COBRA premiums; and (v) accelerated vesting of 100% of the Participant’s then-outstanding time-vesting equity awards. If a Participant’s employment with the Company is terminated by us without Cause or due to the Participant’s resignation for Good Reason at a time that is not during the Change in Control Period, the Participant will be entitled to (i) 9 months (or 12 months for Dr. Reicin) of the Participant’s base salary; (ii) a cash payment of an amount equal to the Participant’s annual target bonus for the year in which the termination occurs, pro-rated for the portion of the year elapsed in such year; and (iii) 9 months (or 12 months for Dr. Reicin) of COBRA premiums. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Plan.
Pay Versus Performance
Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and Named Executive Officer pay.
Required Tabular Disclosure of Pay Versus Performance
Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for Named Executive Officers” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals.
Required Tabular Disclosure of Pay Versus Performance
| Year | Summary Compensation Table Total for First PEO (1)(2) ($) | Summary Compensation Table Total for Second PEO (1)(2) | Compensation Actually Paid to First PEO (1)(3) ($) | Compensation Actually Paid to Second PEO (1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1)(2) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (1)(3) ($) | Value of Initial Fixed $100 Investment: Total Shareholder Return (4) ($) | Net Income (millions) (5) ($) | | | 2024 | $1,093,258 | $5,900,979 | $956,456 | $16,248,199 | $2,062,450 | $5,785,002 | $539.70 | ($ | 57,982) | | 2023 | $1,590,892 | n/a | $1,905,484 | n/a | $1,111,951 | $1,405,801 | $190.77 | ($ | 42,823) |
Required Tabular Disclosure of Pay Versus Performance
| (1) The following individuals are our PEO and other non-PEO Named Executive Officers for each fiscal year: |
Required Tabular Disclosure of Pay Versus Performance
| Year | First PEO | Second PEO | Non-PEO Named Executive Officers | | 2024 | Erik Ostrowski (through June 20, 2024) | Alise Reicin, M.D. (starting June 20, 2024) | Daniel Lochner and Marcella K. Ruddy, M.D. | | 2023 | Erik Ostrowski | | Geoff MacKay, Azadeh Golipour, Ph.D. and Essra Ridha, M.D., MRCP, FFPM |
Required Tabular Disclosure of Pay Versus Performance
| (2) Represents the amount of total compensation reported for our Principal Executive Officers (“PEO”) and the average total compensation for our non-PEO Named Executive Officers for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
Required Tabular Disclosure of Pay Versus Performance
| (3) Represents the amount of CAP to our PEOs and the average amount of CAP to our Non-PEO Named Executive Officers, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our Named Executive |
Required Tabular Disclosure of Pay Versus Performance
| Officers during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP: |
Required Tabular Disclosure of Pay Versus Performance
| Year | Named Executive Officers | Summary Compensation Table (“SCT”) Total Compensation | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY* | | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End* | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End* | Add: Vesting Date Fair Value of Awards Granted during Applicable FY that Vested During Applicable FY* | Add: Change in Fair Value from the end of Prior FY to Vesting Date Fair Value of Awards Granted during Prior FY that Vested During Applicable FY* | Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY* | | CAP | | 2024 | First PEO | $1,093,258 | | 0 | $0 | $0 | $0 | $10,053 | ($ | 146,855) | $956,456 | | | Second PEO | $5,900,979 | ($ | 4,892,410) | $13,136,074 | $1,297,042 | $0 | $806,514 | | 0 | $16,248,199 | | | Average Non-PEO Named Executive Officers | $2,062,450 | ($ | 1,497,952) | $4,578,478 | $504,902 | $0 | $137,124 | | 0 | $5,785,002 | | 2023 | First PEO | $1,590,892 | ($ | 339,878) | $313,246 | $199,294 | $0 | $141,930 | | 0 | $1,905,484 | | | Average Non-PEO Named Executive Officers | $1,111,951 | ($ | 329,391) | $263,535 | $210,110 | $0 | $149,596 | | 0 | $1,405,801 |
Required Tabular Disclosure of Pay Versus Performance
| * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Required Tabular Disclosure of Pay Versus Performance
| (4) For the relevant fiscal year, represents the cumulative Total Shareholder Return (“TSR”) of our common stock at the end of each fiscal year, assuming an initial investment of $100 on December 31, 2022. |
Required Tabular Disclosure of Pay Versus Performance
| (5) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. |
Director Compensation
Director Compensation The following table shows for the fiscal year ended December 31, 2024 certain information with respect to the compensation of our non-employee directors:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards (1)(2) ($) | Total ($) | | Phillip B. Donenberg | 27,500 | 162,326 | 225,068 | | Terrance McGuire, M.S., M.B.A. | 40,750(3) | 162,326 | 238,318 | | Timothy A. Springer, Ph.D. | 24,000 | 162,326 | 221,568 | | Praveen Tipirneni, M.D., M.B.A. | 25,000 | 162,326 | 222,568 | | Stefan Vitorovic M.S., M.B.A. | 26,250(4) | 162,326 | 223,818 |
Director Compensation
| (1) The amounts reported here do not reflect the actual economic value realized by our non-employee directors. In accordance with SEC rules, this column represents the grant date fair value of shares underlying stock options, calculated in accordance with ASC 718. Assumptions used in the calculation of the grant date fair value of the stock options are set forth in “Note 2. Organization and Summary of Significant Accounting Policies—Stock-Based Compensation” and “Note 8. Equity Incentive Plans” to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These amounts do not correspond to the actual economic value that may be received by our non-employee directors upon the exercise of the stock options or any sale of the underlying shares of common stock. |
Director Compensation
| (2) The following table provides information regarding the number of shares of common stock underlying options held by our non-employee directors that were outstanding as of December 31, 2024: |
Director Compensation
| | Option Awards Outstanding at Year-End | | Phillip B. Donenberg | 21,132 | | Terrance McGuire, M.S., M.B.A. | 11,760 | | Timothy A. Springer, Ph.D. | 11,760 | | Praveen Tipirneni, M.D., M.B.A. | 23,926 | | Stefan Vitorovic, M.S., M.B.A. | 11,760 |
Director Compensation
| (3) All fees earned by Mr. McGuire were paid to Polaris Partners. |
Director Compensation
| (4) $13,125 of fees earned by Mr. Vitorovic were paid to Vida Ventures and $13,125 of fees earned were paid to Mr. Vitorovic. |
Director Compensation
Alise Reicin, our CEO, does not receive any additional compensation for her service on the Board. Dr. Reicin’s compensation as a Named Executive Officer is set forth above under “ Executive Compensation-Summary Compensation Table ”.
Director Compensation Policy After the Merger
Director Compensation Policy After the Merger In connection with the closing of the Merger, our Board approved certain option grants to our directors, other than Dr. Reicin. As a result, on June 20, 2024, each of Phillip B. Donenberg, Terrance McGuire, Timothy A. Springer, Ph.D., Praveen Tipirneni, M.D. and Stefan Vitorovic received an option grant to purchase 11,760 shares of our common stock, in each case, with an exercise price per share equal to $16.80, which was the closing price per share of our common stock as reported on the Nasdaq Global Market on the closing date of the Merger (as adjusted for the reverse stock split). The shares subject to these option grants will vest 1/3 on the first anniversary of the grant date, and thereafter the remaining 2/3 of the shares will vest in equal monthly installments over the following two years, in each case subject to the recipient’s continuous service through the applicable vesting dates, such that the options are vested in full on the three-year anniversary of the grant date. Under our Non-Employee Director Compensation Policy, which was established in connection with the Merger, each of our non-employee directors is eligible to receive compensation for service on our board of directors and committees of our board of directors as set forth below. Cash Compensation The Non-Employee Director Compensation Policy provides our non-employee directors with the following cash compensation for their services:
Director Compensation Policy After the Merger
| • | $40,000 per year for each non-employee director; |
Director Compensation Policy After the Merger
| • | $70,000 per year for the non-executive chairperson (if applicable) in lieu of the annual amount above; |
Director Compensation Policy After the Merger
| • | $15,000 per year for chair of the audit committee or $7,500 per year for each other member of the audit committee; |
Director Compensation Policy After the Merger
| • | $10,000 per year for chair of the compensation committee or $5,000 per year for each other member of the compensation committee; and |
Director Compensation Policy After the Merger
| • | $8,000 per year for chair of the nominating and corporate governance committee or $4,000 per year for each other member of the nominating and corporate governance committee. |
Director Compensation Policy After the Merger
The cash compensation above is payable to our eligible non-employee directors in equal quarterly installments in arrears, prorated for any partial quarter of service. Equity Compensation In addition to the cash compensation structure described above, the Non-Employee Director Compensation Policy provides for the following equity incentive compensation program for non-employee directors. All such equity compensation will be granted under the 2024 Plan or any successor equity plan. Initial Grant. Each non-employee director who joins our Board will automatically, upon the date of his or her initial election or appointment to be a non-employee director (or, if such date is not a business day, on the first business day thereafter), be granted a one-time, initial equity award of options (the “initial grant”) to purchase 14,800 shares of common stock with a cash value not to exceed $800,000. One-third of the initial grant will vest on the first anniversary of the date of grant, with the remainder vesting in equal monthly installments thereafter until the third anniversary of the date of grant, subject to continuous service through each applicable vesting date. Annual Grant. On the first business day following each annual meeting of our stockholders, each person who is then a non-employee director of ours will automatically be granted an option to purchase 7,400 shares of common stock with a cash value not to exceed $400,000 (the “annual grant”). Each annual grant will vest on the earlier of the one-year anniversary of the annual award’s grant date or the date of our next annual stockholder meeting following the annual award’s grant date, subject to continuous service through the vesting date. Each non-employee director’s then-outstanding equity awards granted under the policy (and any other then-outstanding equity awards held by the non-employee director that were outstanding and unvested immediately prior to the date of the execution of the underwriting agreement related to our initial public offering) will become fully vested upon a change in control (as defined in our 2024 Plan), subject to the non-employee director remaining in continuous service until immediately prior to the closing of the change in control.