DEF 14A of Biomea Fusion, Inc.
Filed Apr 28, 2025 · FY20240001193125-25-100455
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of six members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are currently divided as follows:
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
| • | the Class I directors are Bihua Chen, Elizabeth Faust, Ph.D. and Sumita Ray, J.D., and their terms will expire at the Annual Meeting; |
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
| • | the Class II directors are Rainer (Ramses) Erdtmann and Eric Aguiar, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2026; and |
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
| • | the Class III director is Michael J. M. Hitchcock, Ph.D., and his term will expire at the annual meeting of the stockholders to be held in 2027. |
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
Upon the expiration of the term of a class of directors, directors in that class will generally be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed from office at any time, but only for cause by the affirmative vote of the holders of at least two thirds (2/3rds) of the voting power of all of the then outstanding shares entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated each of Bihua Chen, Elizabeth Faust, Ph.D. and Sumita Ray, J.D., for election as a Class I director at the Annual Meeting. Ms. Chen, Dr. Faust and Ms. Ray are currently directors. Each of the nominees has indicated a willingness to serve, or continue to serve, as applicable, as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our board of directors. Our corporate governance guidelines provide that the nominating and corporate governance committee of our board of directors, in recommending director candidates for election to our board of directors, and our board of directors, in nominating director candidates, will consider candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. Although the nominating and corporate governance committee does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the board of directors, the nominating and corporate governance committee and the full board of directors are committed to creating a board of directors with diversity, including diversity of expertise, experience, background and gender, and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches.
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and age as of April 14, 2025.
Nominees for Election as Class I Directors
| Name | Positions and Offices Held with Biomea Fusion, Inc. | Director Since | Age | | Bihua Chen | Director | 2020 | 56 | | Elizabeth Faust, Ph.D. | Director | 2022 | 60 | | Sumita Ray, J.D. | Director | 2021 | 51 |
Nominees for Election as Class I Directors
Bihua Chen has served as a member of our board of directors since December 2020. Ms. Chen is the founder of Cormorant Asset Management, LP, an investment firm focused on innovative biotechnology, medical technology and life science companies, and has managed Cormorant’s hedge fund, as well as its private equity funds since its founding in February 2013. Prior to founding Cormorant, from 2005 to 2010, Ms. Chen served as a sub-adviser to Millennium Management LLC, a multi-strategy hedge fund. Previously, from 2001 to 2002, Ms. Chen was a healthcare analyst and sector portfolio manager for investment advisor American Express Asset Management. Ms. Chen also served as a portfolio manager for the Asterion Life Science Fund from 2001 to 2002, an equity analyst and portfolio manager for Bellevue Research from 2000 to 2001 and an equity analyst for Putnam Investments from 1998 to 2001. Since June 2021, Ms. Chen has served as the Chief Executive Officer and Chairman of the board of directors of Helix Acquisition Corp. II (Nasdaq: HLXB), a publicly traded biotechnology special purpose acquisition company. Ms. Chen served on the board of directors of Erasca, Inc. (Nasdaq: ERAS), a public biotechnology company from March 2021 through August 2023, and on Atea Pharmaceuticals, Inc. (Nasdaq: AVIR), a public biopharmaceutical company, from June 2018 through October 2020. From August 2020 to April 2022, Ms. Chen served as the Chief Executive Officer and Chairman of the board of directors of Helix Acquisition Corp. (Nasdaq: HLXA), a publicly traded biotechnology special purpose acquisition company that entered into a business combination with MoonLake Immunotherapeutics AG (Nasdaq: MLTX) in April 2022. Ms. Chen holds a B.S. in Genetics and Genetic Engineering from Fudan University, Shanghai, China, an M.S. in Molecular Biology from the Graduate School of Biomedical Science at Cornell Medical College and an M.B.A. from the Wharton School of Business. We believe that Ms. Chen is qualified to serve on our board of directors due to her demonstrated leadership in her field, her experience as a board member of biotechnology and pharmaceutical companies and her experience as an investor in life sciences companies. Elizabeth Faust, Ph.D. has served on our board of directors since June 2022. Dr. Faust has been a principal and owner at Faust Consulting LLC, a biotech and pharmaceutical consulting company, since January 2018. From December 2019 to August 2020, she also served as executive vice president at Tricida, Inc. (Nasdaq: TCDA), a public pharmaceutical company. Prior to that, from January 2016 to July 2018, she was vice president of medical affairs at Kite Pharma, a Gilead Company (Nasdaq: GILD). From March 2013 to November 2015, she was vice president of medical affairs at Pharmacyclics, Inc. (Nasdaq: PCYC), which was acquired by AbbVie Inc. (NYSE: ABBV). Prior to that, she was vice president of clinical research sciences at Celgene (Nasdaq: CELG), which was acquired by Bristol-Myers Squibb (NYSE: BMY) in November 2019. Dr. Faust holds a B.S. in Microbiology from Auburn University, a M.A. in biology at University of California, Riverside and a Ph.D. in microbiology and molecular Genetics at UCLA. We believe that Dr. Faust is qualified to serve on our board of directors due to her science background and her extensive experience working with biotechnology and pharmaceutical companies. Sumita Ray, J.D. has served as a member of our board of directors since June 2021. Ms. Ray currently serves as Chief Legal, Compliance & Administrative Officer and Corporate Secretary at Vaxxinity (Nasdaq: VAXX), a public biotechnology company, a position she has held since October 2023. Prior to this, Ms. Ray held the position of Chief Legal, Compliance & Administrative Officer and Corporate Secretary at Instil Bio, Inc. (Nasdaq: TIL), a public biotechnology company where she served in the role from April 2022 to June 2023. Ms. Ray is also the principal and sole member of FifthRay Consulting, LLC, a consulting company for life science companies, since its founding in November 2015. Previously, from September 2017 to April 2022, she served as Chief Legal & Administrative Officer, overseeing the Legal, Compliance, Human Resources, IT and Facilities functions of Calithera Biosciences, Inc. (Nasdaq: CALA), a public biotechnology company. Prior to joining Calithera, she served as Chief Compliance Officer and Associate General Counsel, Head of Healthcare and Regulatory Law at Pharmacyclics, Inc. (Nasdaq: PCYC), which was acquired by AbbVie Inc. (NYSE: ABBV) in May 2015, where she supported the company through the global approval and launch of Imbruvica in multiple indications from April 2013 to November 2015. Previously, Ms. Ray served as Head of BioNeurology & Regulatory Law Group at Elan Pharmaceuticals, Corporate Counsel, Commercial Law Group at Genentech, Inc. and Corporate Counsel at AstraZeneca (Nasdaq: AZN). Ms. Ray serves also on the Advisory Board of BioTrillion, a healthtech startup developing digital biomarkers for disease detection. Ms. Ray started her career as a pharmaceutical and products liability litigator at Montgomery, McCracken, Walker and Rhoads LLP. Ms. Ray holds a J.D. from Temple University School of Law and a B.S. in Microbiology from the University of Arizona. She has more than 20 years of expertise in FDA regulatory law, global health care law and compliance, brand support, product launches, collaborations and alliances. We believe that Ms. Ray is qualified to serve on our board of directors due to her demonstrated leadership in her field and her experience as an officer of biotechnology and pharmaceutical companies. To be elected, the nominees for Class I director must receive a plurality of the votes cast on the election of directors, meaning that the three (3) director nominees receiving the highest number of “for” votes will be elected. You may vote either FOR all the nominees, FOR any one of the nominees, WITHHOLD your vote from all the nominees or WITHHOLD your vote from any one of the nominees. Shares voting “withheld” and broker non-votes will have no effect on the election of directors. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. The proposal for the election of directors relates solely to the election of Class I directors nominated by our board of directors. The board of directors recommends voting “FOR” the election of Bihua Chen, Elizabeth Faust, and Sumita Ray as Class I directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2028.
Directors Continuing in Office
Directors Continuing in Office The following table identifies our continuing directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 14, 2025.
Directors Continuing in Office
| Name | Positions and Offices Held with Biomea Fusion, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | | Rainer (Ramses) Erdtmann | President, Chief Operating Officer and Director | 2017 | Class II—2026 | 61 | | Eric Aguiar, M.D. | Lead Independent Director | 2017 | Class II—2026 | 63 | | Michael Hitchcock, Ph.D. | Interim Chief Executive Officer and Director | 2021 | Class III—2027 | 75 |
Class II Directors (Term Expires at 2026 Annual Meeting)
Class II Directors (Term Expires at 2026 Annual Meeting) Rainer (Ramses) Erdtmann co-founded Biomea Fusion in August 2017 and has served as our President and as a member of our board of directors since August 2017, and as Chief Operating Officer since February 2021. He has also been a Managing Member of Point Sur Investors LLC, a biotechnology investment fund, since January 2016. From 2008 to 2016, he held a number of leadership roles at Pharmacyclics, Inc., which was acquired by AbbVie Inc. (NYSE: ABBV) in May 2015, including as the Principal Financial and Accounting Officer, and most recently, Executive Vice President of Corporate Affairs. Prior to joining Pharmacyclics, Mr. Erdtmann founded the asset management firm United Properties Immobilien and Anlagen GmbH and Oxygen Investments, LLC, which he ran from its founding in 1995 to 2009. From 1992 to 1995, Mr. Erdtmann worked at Commerzbank, Germany, where he was an investment banker and portfolio manager for institutional international accounts. Mr. Erdtmann previously served on the boards of directors of Summit Therapeutics, Inc. (Nasdaq: SMMT), a public biotechnology company, and PolarityTE, Inc. (Nasdaq: PTE), a public biotechnology and regenerative biomaterials company. Mr. Erdtmann holds a Diplom Kaufmann degree in Finance and Banking from the Westfaelische Wilhelms Universität of Muenster, Germany. We believe that Mr. Erdtmann is qualified to serve on our board of directors due to his perspective, experience and leadership as a co-founder and the President of our company. Eric Aguiar, M.D. has served as a member of our board of directors since December 2020 and as Lead Independent Director since March 2025. Dr. Aguiar has been a partner at Aisling Capital, a healthcare-focused venture fund, since January 2016. Prior to Aisling Capital, from October 2007 to December 2015, he was a partner at Thomas, McNerney and Partners, a healthcare venture capital and growth equity fund. From 2001 to 2007, Dr. Aguiar was Managing Director of HealthCare Ventures, a healthcare-focused venture capital firm. Previously, Dr. Aguiar was Chief Executive Officer of Genovo, Inc., a privately held biopharmaceutical company, from 1998 to 2000. Dr. Aguiar has served on the board of directors of BridgeBio Pharma, Inc. (Nasdaq: BBIO) since June 2019, a public pharmaceutical company. Dr. Aguiar previously served on the boards of directors of numerous public life sciences companies, including Biohaven Pharmaceuticals, Inc. (Nasdaq: BHVN), which was acquired by Pfizer, Inc. in October 2022, and Eidos Therapeutics, Inc. (Nasdaq: EIDX) (prior to its merger with BridgeBio Pharma, Inc. (Nasdaq: BBIO) in January 2021), Invitae Corporation (Nasdaq: NVTA), and Amarin Corporation plc (NASDAQ: AMRN). Dr. Aguiar also serves on the board of directors of privately-held Garuda Therapeutics, Inc. as well as GondolaBio LLC, and previously served on the board of directors of Oriel Therapeutics, Inc. (prior to its acquisition by Novartis AG (NYSE: NVS)). Dr. Aguiar is a member of the Council on Foreign Relations. Dr. Aguiar holds a B.A. in College Scholar from Cornell University and an M.D. from Harvard Medical School, and is a Chartered Financial Analyst. We believe that Dr. Aguiar is qualified to serve on board of directors due to his medical background and his extensive experience as an investor in biotechnology and pharmaceutical companies.
Compensation Committee
| • | reviewing and recommending to the board of directors the compensation of our directors; |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during fiscal year 2024. Other than as set forth in the table below, we did not pay any compensation, make any additional equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in fiscal year 2024. Directors who also serve as employees received no additional compensation for their service as directors. During fiscal year 2024, Mr. Butler, our former Chief Executive Officer, and Mr. Erdtmann, our President and Chief Operating Officer, were each a member of our board of directors, as well as named executive officers, and received no additional compensation for their services as a director. See the section titled “2024 Summary Compensation Table” for more information about Mr. Butler’s and Mr. Erdtmann’s compensation in fiscal year 2024.
2024 Director Compensation Table
2024 Director Compensation Table
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation | Total ($) | | Eric Aguiar, M.D. (2) | 70,000 | 184,996 | — | 254,996 | | Bihua Chen (3) | 44,000 | 184,996 | — | 228,966 | | Elizabeth Faust, Ph.D. (4) | 39,000 | 184,996 | — | 223,996 | | Michael J. M. Hitchcock, Ph.D. (5) | 56,500 | 184,996 | — | 241,496 | | Sumita Ray, J.D. (6) | 50,500 | 184,996 | — | 235,496 |
2024 Director Compensation Table
| (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2024 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions, or FASB ASC 718. Such grant date fair values do not take into account any estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 6 to our financial statements included in our 2024 Annual Report. These amounts do not reflect the actual economic value that may be realized by the directors upon the exercise of the stock options or the sale of the common stock underlying such stock options. |
2024 Director Compensation Table
| (2) All cash payments to Dr. Aguiar were made payable to Aisling Capital Management, LP. Dr. Aguiar held stock options to purchase an aggregate of 110,792 shares of common stock as of December 31, 2024. |
2024 Director Compensation Table
| (3) All cash payments to Ms. Chen were made payable to Cormorant Global Healthcare Master Fund, LP and Cormorant Private Healthcare Fund III, LP. Ms. Chen held stock options to purchase an aggregate of 110,792 shares of common stock as of December 31, 2024. |
2024 Director Compensation Table
| (4) All cash payments to Dr. Faust were made payable to Faust Consulting LLC. Dr. Faust held stock options to purchase an aggregate of 103,769 shares of common stock as of December 31, 2024. |
2024 Director Compensation Table
| (5) Dr. Hitchcock held stock options to purchase an aggregate of 110,792 shares of common stock as of December 31, 2024. Dr. Hitchcock was appointed as Interim Chief Executive Officer in March 2025 and did not earn compensation as an employee in 2024. |
2024 Director Compensation Table
| (6) All cash payments to Ms. Ray were made payable to FifthRay Consulting, LLC. Ms. Ray held stock options to purchase an aggregate of 121,066 shares of common stock as of December 31, 2024. |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Pursuant to our Non-Employee Director Compensation Policy, our non-employee directors are eligible to receive the following annual cash retainers:
Non-Employee Director Compensation Policy
| Board Service | Annual Retainer | | Non-Employee Director: | $35,000 | | | Additional Annual Retainer | | Independent Chair: | $30,000 | | Lead Independent Director: | $15,000 | | Committee Service | Additional Annual Retainer | | Annual service as member of the audit committee (other than chair) | $7,500 | | Annual service as chair of the audit committee | $15,000 | | Annual service as member of the compensation committee (other than chair) | $5,000 | | Annual service as chair of the compensation committee | $10,000 | | Annual service as member of the nominating and corporate governance committee (other than chair) | $4,000 | | Annual service as chair of the nominating and corporate governance committee | $8,000 |
Non-Employee Director Compensation Policy
Our policy also provides that, upon initial election or appointment to our board of directors, each non-employee director will automatically be granted an option to purchase that number of shares of our common stock that have a Black-Scholes Value equal to $360,000, rounded down to the nearest whole share, referred to herein as the Initial Grant. The Initial Grant will vest as to 1/36th of the shares subject thereto on each monthly anniversary of the date of grant, subject to the non-employee director continuing in service to us and our subsidiaries through each vesting date. Furthermore, our policy provides that, on the date of each of our annual meeting of stockholders, each non-employee director who will continue as a non-employee director following such meeting will automatically be granted an annual option to purchase that number of shares of our common stock that have a Black-Scholes Value equal to $185,000, rounded down to the nearest whole share, referred to herein as the Annual Grant. The Annual Grant will vest in full upon the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the annual meeting that occurs following the date of grant, subject to the non-employee director continuing in service to us and our subsidiaries through such vesting date. Each such grant will vest in full immediately prior to the occurrence of a change in control, subject to the non-employee director continuing in service to us and our subsidiaries through such time. We reimburse each non-employee director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such non-employee director in the performance of his or her duties to us in accordance with our applicable expense reimbursement policies and procedures as in effect from time to time. Employee directors will receive no additional compensation for their service as a director. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period cannot exceed $750,000.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION Our NEOs for the year ended December 31, 2024 are:
EXECUTIVE COMPENSATION
| • | Thomas Butler, our former Chief Executive Officer; |
EXECUTIVE COMPENSATION
| • | Franco Valle, our former Chief Financial Officer; and |
EXECUTIVE COMPENSATION
| • | Rainer (Ramses) Erdtmann, our Chief Operating Officer and President |
EXECUTIVE COMPENSATION
Mr. Butler served as our Chief Executive Officer from July 1, 2020 through March 25, 2025. Effective as of March 25, 2025, Michael J.M. Hitchcock, Ph.D., a member of our board of directors, was appointed as our Interim Chief Executive Officer. In addition, Mr. Valle served as our Chief Financial Officer from July 26, 2021 through March 6, 2025. Following Mr. Valle’s resignation, Rainer Erdtmann, our Chief Operating Officer and a member of our board of directors, was appointed as our Principal Financial Officer and Principal Accounting Officer, effective March 25, 2025.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table presents the total compensation awarded to, earned by or paid to each of our NEOs for the years indicated, for services rendered to us in all capacities.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Thomas Butler (2) Former Chief Executive Officer and Former Chairman of the Board | 2024 | $633,604 | $— | $— | $4,472,783 | $— | $5,106,387 | | | 2023 | $609,235 | $341,172 | $— | $1,756,903 | $— | $2,707,310 | | Franco Valle (2) Former Chief Financial Officer | 2024 | $483,843 | $— | $— | $1,594,224 | $— | $2,078,067 | | | 2023 | $465,234 | $208,425 | $— | $626,208 | $— | $1,299,867 | | Rainer (Ramses) Erdtmann (3) Chief Operating Officer and President | 2024 | $489,604 | $— | $— | $1,489,457 | $— | $1,979,061 | | | 2023 | $470,772 | $210,906 | $— | $585,056 | $— | $1,266,734 |
2024 Summary Compensation Table
| (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2024 computed in accordance with FASB ASC 718. Such grant date fair values do not take into account any estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 6 to our financial statements included in our 2024 Annual Report. These amounts do not reflect the actual economic value that may be realized by the NEOs upon the exercise of the stock options or the sale of the common stock underlying such stock options. |
2024 Summary Compensation Table
| (2) Messrs. Butler and Valle’s roles as Chief Executive Officer and Chief Financial Officer of the Company, respectively, ended effective as of March 25, 2025 and March 7, 2025, respectively. |
2024 Summary Compensation Table
| (3) Mr. Erdtmann was not an NEO for 2023. |
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following table lists all outstanding equity awards held by our NEOs as of December 31, 2024:
Outstanding Equity Awards at 2024 Fiscal Year End
| | | Option Awards | | | | | Name | Vesting Commencement Date (1) | Number of Securities underlying Unexercised Options (#) Exercisable | Number of Securities underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Thomas Butler(2)(3) | 9/1/2020 | 242,656(5) | — | $5.14 | 1/7/2031 | | | 2/10/2021 | 447,525(5) | 29,835 | $7.50 | 2/21/2031 | | | 12/3/2021 | 229,050(6) | 76,350 | $9.80 | 12/3/2031 | | | 1/1/2023 | 177,174(6) | 177,176 | $7.05 | 1/5/2033 | | | 1/1/2024 | 101,875(6) | 305,627 | $14.44 | 1/16/2034 | | Franco Valle(2)(4) | 7/26/2021 | 144,375(6) | 20,625 | $13.45 | 8/2/2031 | | | 12/3/2021 | 108,577(6) | 36,193 | $9.80 | 12/3/2031 | | | 1/1/2023 | 63,150(6) | 63,150 | $7.05 | 1/5/2033 | | | 1/1/2024 | 36,311(6) | 108,934 | $14.44 | 1/16/2034 | | Rainer (Ramses) Erdtmann(2) | 9/1/2020 | 53,844(5) | — | $5.14 | 1/7/2031 | | | 2/10/2021 | 149,175(5) | 9,945 | $7.50 | 2/21/2031 | | | 12/3/2021 | 124,117(6) | 41,373 | $9.80 | 12/3/2031 | | | 1/1/2023 | 59,000(6) | 59,000 | $7.05 | 1/5/2033 | | | 1/1/2024 | 33,925(6) | 101,775 | $14.44 | 1/16/2034 |
Outstanding Equity Awards at 2024 Fiscal Year End
| (1) Except as otherwise noted, the shares of common stock subject to the stock option vest as to 1/16th of the shares on a quarterly basis from the vesting commencement date, such that all of the shares will be fully vested on the date four (4) years after the vesting commencement date, subject to the holder continuing to provide services to us through such vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (2) Pursuant to the Change in Control and Severance Agreement (as defined below) and/or the 2021 Plan (with respect to the 30-day period described below), as applicable, in the event the applicable NEO is terminated without “cause” or resigns for “good reason,” in either case, within 30 days prior to and ending 12 months following a “change in control” (as such terms are defined in the 2021 Plan), then the vesting of all equity awards will accelerate with respect to 100% of the shares, effective immediately prior to such termination or change in control, if later. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (3) Mr. Butler’s employment as the Chief Executive Officer ended on March 25, 2025 and he resigned from the board of directors on March 25, 2025. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (4) Mr. Valle resigned from the Company effective March 7, 2025. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (5) These options were granted under the 2020 Plan. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (6) These options were granted under the 2021 Plan. |
Narrative to 2024 Summary Compensation Table and Outstanding Equity Awards at 2024 Fiscal Year End Table
Narrative to 2024 Summary Compensation Table and Outstanding Equity Awards at 2024 Fiscal Year End Table