DEF 14A of Spero Therapeutics, Inc.
Filed Apr 28, 2025 · FY20240001193125-25-100544
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| 4. | The approval of an amendment to our 2017 Stock Incentive Plan, as amended, to increase the total number of shares of common stock authorized for issuance thereunder by 3,000,000 shares; and |
How Does the Board of Directors Recommend That I Vote on the Proposals?
| • | “FOR” the approval of an amendment to the Company’s 2017 Stock Incentive Plan, as amended, to increase the total number of shares of common stock authorized for issuance thereunder by 3,000,000 shares. |
Information Regarding Directors
Information Regarding Directors Set forth below are the names of the persons nominated as directors and directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that our directors and director nominees contribute to the Board of Directors’ experience and effectiveness, as concluded by our Board of Directors at the time of filing of this proxy statement, is set forth below:
Information Regarding Directors
| Name | Age | Position with the Company | | Milind Deshpande, Ph.D. | 68 | Director | | Scott Jackson | 60 | Director | | Ankit Mahadevia, M.D. | 44 | Director | | John C. Pottage, Jr., M.D. | 72 | Director | | Esther Rajavelu | 46 | Director Nominee, Interim President and Chief Executive Officer, Chief Financial Officer, Chief Business Officer and Treasurer | | Cynthia Smith | 56 | Director | | Frank E. Thomas | 55 | Chairman | | Kathleen Tregoning | 54 | Director | | Patrick Vink, M.D. | 61 | Director |
Information Regarding Directors
Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with Spero Therapeutics, Inc., either directly or indirectly. Based upon this review, our Board of Directors has determined that the following members of the Board of Directors are “independent directors” as defined by rules of The Nasdaq Stock Market (“Nasdaq”): Milind Deshpande, Ph.D., Scott Jackson, Cynthia Smith, Frank E. Thomas, Kathleen Tregoning and Patrick Vink, M.D. Milind Deshpande, Ph.D. has served on our Board of Directors since January 2014 and previously served as Chairman of our Board of Directors from January 2014 to August 2023. Dr. Deshpande is the current chairman of the board of directors of Avilar Therapeutics, where he has served since May 2021, and a Venture Partner at RA Capital, where he has served since October 2018. Dr. Deshpande previously served as the acting President and Chief Executive Officer, and as a member of the board of directors of Hyku Bio, a role that he held from January 2022 to March 2024. Prior to Hyku Bio, Dr. Deshpande served as the President and Chief Executive Officer at Nayan Therapeutics from February 2019 to February 2022. Prior to his tenure at Nayan Therapeutics, Dr. Deshpande served as President and Chief Executive Officer of Avilar Therapeutics from January 2020 to June 2021. Additionally, Dr. Deshpande served as President and Chief Executive Officer, and as a member of the board of directors of Achillion Pharmaceuticals, Inc. (“Achillion”) from May 2013 until May 2018. He joined Achillion in September 2001 as Vice President of Chemistry, was named Head of Drug Discovery in April 2002, Senior Vice President of Drug Discovery in December 2002, Senior Vice President and Chief Scientific Officer in December 2004, Executive Vice President of Research and Chief Scientific Officer in June 2007 and President of Research and Development in October 2010. Prior to joining Achillion, from 1991 to 2001, Dr. Deshpande was Associate Director of Lead Discovery and Early Discovery Chemistry at the Pharmaceutical Research Institute at Bristol-Myers Squibb Co., where he managed the identification of new clinical candidates to treat infectious and neurological diseases. From 1988 to 1991, he held a faculty position at Boston University Medical School. Dr. Deshpande received his Ph.D. in Organic Chemistry from Ohio University, following his undergraduate education in India. We believe that Dr. Deshpande is qualified to serve on our Board of Directors due to his extensive executive leadership experience and his expertise in research and development in the life sciences industry. Scott Jackson has served on our Board of Directors since April 2020. Mr. Jackson served as Chief Executive Officer and as a member of the board of directors of Celator Pharmaceuticals, Inc. from April 2008 until July 2016, when the company was acquired by Jazz Pharmaceuticals plc. Mr. Jackson has more than thirty years of corporate leadership experience in the pharmaceutical and biotechnology industry and has held positions of increasing responsibility in sales, marketing and commercial development at Eli Lilly & Company, SmithKline Beecham plc, ImClone Systems Incorporated, Centocor Inc., a division of Johnson & Johnson, Eximias Pharmaceutical Corporation and YM BioSciences Inc. Mr. Jackson presently serves as chairman of the board of Mural Oncology plc, serves on the board of MacroGenics, Inc. and served on the board of GlycoMimetics, Inc. until February 2025. Mr. Jackson also serves on the board of directors at Philabundance, a non-profit organization that addresses food insecurity in the Philadelphia area. Mr. Jackson holds a B.S. in pharmacy from the Philadelphia College of Pharmacy and Science and an M.B.A. from the University of Notre Dame. We believe that Mr. Jackson is qualified to serve on our Board of Directors due to his extensive executive leadership experience in the pharmaceutical industry and his experience as a member of the board of directors of other publicly traded biotechnology companies, as well as his broad life sciences industry knowledge. Ankit Mahadevia, M.D. has been a member of our Board of Directors since September 2013 and previously served as Chairman of our Board of Directors from August 2023 to January 2025. Dr. Mahadevia formerly served as our President and Chief Executive Officer from March 2015 until August 2023. Dr. Mahadevia currently serves as CXO at Curie.Bio, a position he has held since January 2025. From 2008 to 2013, he served in multiple roles in the life sciences group at Atlas Venture, including as a Venture Partner. In that capacity, he supported the formation of eight companies focused on novel drug discovery platforms and therapeutic products, including Arteaus Therapeutics, LLC (acquired by Lilly), Nimbus Discovery, LLC, and Translate Bio, Inc. He has also held a position in business development at Genentech, Inc. Prior to that, he worked in the health care groups of McKinsey & Company and Monitor Group. Dr. Mahadevia began his career in health care policy, including roles in the U.S. Senate Health, Education, Labor, and Pensions Committee, and the U.S. Government Accountability Office. Dr. Mahadevia presently serves on the board of directors of Judo Bio, a role he has held since June 2023. Dr. Mahadevia holds an M.D. from the Johns Hopkins School of Medicine, an M.B.A. from the Wharton School at the University of Pennsylvania and a B.A. in Economics and Biology from Northwestern University. We believe that Dr. Mahadevia is qualified to serve on our Board of Directors due to his expertise and experience serving as our President and Chief Executive Officer, as well as his experience founding and leading several biotechnology companies. John C. Pottage, Jr., M.D. has served on our Board of Directors since September 2018. Dr. Pottage is currently a lead scientific consultant at Intrepid Alliance Inc., a position he has held since January 2023. Previously, Dr. Pottage served as Senior Vice President and Chief Scientific and Medical Officer of ViiV Healthcare from November 2009 to October 2019. From September 2008 to November 2009, Dr. Pottage served as Senior Vice President, Head of Infectious Disease Medicine Development Center at GlaxoSmithKline and, from June 2007 to September 2008, he served as Vice President, Global Clinical Development of Antivirals also at GlaxoSmithKline. Prior to joining GlaxoSmithKline, from May 2002 to May 2007, Dr. Pottage served as Chief Medical Officer and Senior Vice President of Drug Development of Achillion. From July 1998 to May 2002, Dr. Pottage served as Medical Director of Vertex Pharmaceuticals Inc. Dr. Pottage served on the board of directors of Pardes Biosciences, Inc. from September 2022 to August 2023. We believe that Dr. Pottage’s medical background coupled with his broad expertise within the biopharmaceutical sector and his knowledge of the life sciences industry qualifies him to serve on our Board of Directors.
Information Regarding Directors
Esther Rajavelu is being nominated for election as a new director at the 2025 annual meeting of stockholders. Ms. Rajavelu has served as our Interim President and Chief Executive Officer since January 2025 and as our Chief Financial Officer, Chief Business Officer and Treasurer since November 2023. In April 2025, the Board of Directors appointed Ms. Rajavelu as our full-time President and Chief Executive Officer effective upon the effective date of Mr. Shukla’s separation from the Company and Ms. Rajavelu will continue to serve as our Chief Financial Officer and Treasurer as of such date. Prior to employment with us, Ms. Rajavelu served as Chief Financial Officer of Fulcrum Therapeutics, Inc. (“Fulcrum”) from January 2022 to April 2023. Prior to joining Fulcrum, Ms. Rajavelu’s career in the biotechnology sector includes her time as an equities research analyst, investment banker, and strategy consultant. She served as a senior equities research analyst at UBS Securities (“UBS”) from July 2020 to December 2021. Prior to joining UBS, Ms. Rajavelu served as a senior equities research analyst at Oppenheimer & Co. Inc. (“Oppenheimer”) from June 2018 to July 2020. Prior to joining Oppenheimer, Ms. Rajavelu served as an equities research analyst at Deutsche Bank from June 2014 to June 2018. Prior to joining Deutsche Bank, she served as vice president, life sciences M&A and capital & debt advisory at Ernst & Young Capital Advisors, LLC (“EY Capital Advisors”) from 2011 to 2014. Prior to joining EY Capital Advisors, she worked at Bank of America Merrill Lynch from 2006 to 2011 in the healthcare investment banking group where she focused on financing and strategic transactions in the biotechnology and medical devices sectors. Ms. Rajavelu received an M.B.A. from The Wharton School of the University of Pennsylvania and a B.A. in Economics and International Relations from Wesleyan University. We believe that Ms. Rajavelu is qualified to serve on our Board of Directors because of the leadership qualities she has demonstrated during her service in various executive leadership roles at our company and other biotechnology companies, as well as her extensive life sciences advisory experience in capital markets, mergers and acquisitions, and corporate strategy during her prior employment as a senior equities research analyst, investment banker and strategy consultant in the biopharmaceutical sector. Cynthia Smith has served on our Board of Directors since March 2019. Since 2017, she has consulted as a strategic advisor for biotechnology companies. Previously, Ms. Smith served as Chief Commercial Officer of ZS Pharma, Inc., from June 2013 to December 2016. In December 2015, ZS Pharma, Inc. was acquired and became a subsidiary of AstraZeneca. Prior to joining ZS Pharma, Inc., from October 2008 to March 2013, Ms. Smith served as Vice President, Market Access & Commercial Development at Affymax, Inc., a biotechnology company focused on the development and commercialization of novel renal therapies, including a new anemia drug for chronic kidney disease patients. Prior to Affymax, from 2000 to 2008, she held various senior leadership positions in market access, corporate strategy, government relations and external affairs at Merck & Co. Before joining the pharmaceutical industry, Ms. Smith served in the White House Office of Management and Budget (OMB) in the Clinton Administration. Ms. Smith serves on the board of directors of Agios Pharmaceuticals, Akebia Therapeutics, Protara Therapeutics, Inc. and Tvardi Therapeutics, Inc. Ms. Smith earned an M.B.A. from the Wharton School of the University of Pennsylvania, an M.S. in public policy from the Eagleton Institute of Politics at Rutgers University, and a B.A. from the University of North Carolina at Chapel Hill. We believe that Ms. Smith is qualified to serve on our Board of Directors due to her broad experience as a member of the board of directors of other publicly traded biotechnology companies, her more than two decades serving in senior leadership roles in the healthcare industry, as well as her extensive life sciences industry knowledge. Frank E. Thomas has served on our Board of Directors since July 2017. Mr. Thomas is currently President and Chief Operating Officer of Orchard Therapeutics, a development-stage biotechnology company headquartered in the United Kingdom, where he served as Chief Financial Officer and Chief Business Officer from January 2018 to March 2020. Prior to Orchard, Mr. Thomas served as the President and Chief Operating Officer of AMAG Pharmaceuticals, Inc. (“AMAG”), a commercial-stage pharmaceutical company, which was a publicly traded company that was subsequently acquired by Covis Pharmaceuticals, Inc., from April 2015 to April 2017, as AMAG’s Executive Vice President and Chief Operating Officer from May 2012 through April 2015 and as Executive Vice President, Chief Financial Officer and Treasurer from August 2011 through May 2012. Prior to AMAG, he served as Senior Vice President, Chief Operating Officer and Chief Financial Officer for Molecular Biometrics, Inc., a commercial-stage medical diagnostics company, from October 2008 to July 2011. Prior to Molecular Biometrics, Mr. Thomas spent four years at Critical Therapeutics, Inc., which was a publicly traded company that subsequently merged with Cornerstone Therapeutics Inc., from April 2004 to March 2008, where he was promoted to President in June 2006 and Chief Executive Officer in December 2006 from the position of Senior Vice President and Chief Financial Officer. He also served on the board of directors of Critical Therapeutics from 2006 to 2008. Prior to 2004, Mr. Thomas served as the Chief Financial Officer and Vice President of Finance and Investor Relations at Esperion Therapeutics, Inc., a public biopharmaceutical company. Mr. Thomas was a member of the board of directors of the Massachusetts Biotechnology Council from 2007 to 2015. Mr. Thomas currently serves as a member of the board of directors of Larimar Therapeutics Inc. Mr. Thomas holds a B.B.A. from the University of Michigan, Ann Arbor. We believe that Mr. Thomas is qualified to serve on our Board of Directors because of his extensive commercial and operational management experience at biopharmaceutical companies, as well as his extensive expertise with capital markets and other financial matters.
Information Regarding Directors
Kathleen Tregoning has served on our Board of Directors since October 2021. Ms. Tregoning previously served as Chief Corporate Affairs Officer, from July 2020, and Head of Commercial Strategy, from September 2023, of Cerevel Therapeutics Holdings, Inc. (“Cerevel”) until its acquisition by Abbvie Inc. in August 2024. Prior to joining Cerevel, from February 2017 to March 2020, Ms. Tregoning served as Executive Vice President for External Affairs at Sanofi S.A. (“Sanofi”), a French multinational pharmaceutical company, where she was responsible for leading an integrated organization that brought together market access, communications, public policy, government affairs, patient advocacy and corporate social responsibility. Prior to joining Sanofi, Ms. Tregoning spent more than a decade at Biogen Inc., a multinational biotechnology company, first as Vice President, Public Policy & Government Affairs, from 2006 to 2015, and then as Senior Vice President, Corporate Affairs, from December 2015 to February 2017. Previously, Ms. Tregoning served as a professional staff member in the United States Congress, where she held health policy roles with the Senate Budget Committee, the House Energy & Commerce Committee, and the House Ways & Means Committee. Ms. Tregoning began her career with Andersen Consulting, where she developed business strategies and processes for clients in a range of industries, and later served as an Assistant Deputy Mayor for Policy & Budget in the office of the Mayor of Los Angeles. Ms. Tregoning graduated from Stanford University with a B.A. in International Relations and holds an M.A. in Public Policy from the Kennedy School of Government at Harvard University. We believe that Ms. Tregoning is qualified to serve on our Board of Directors because of her senior and executive leadership experience in several biopharmaceutical companies, including her knowledge of healthcare public policy and knowledge of the life sciences industry. Patrick Vink, M.D. has served on our Board of Directors since September 2015. Dr. Vink has been an advisor to the pharmaceutical industry since 2015, including his current role as a senior advisor at Athyrium Capital Management, LP, a role that he has held since 2019. Previously, Dr. Vink was employed at Cubist Pharmaceuticals, Inc. (“Cubist”). Most recently, he served as Executive Vice-President and Chief Operating Officer, overseeing all worldwide commercial and technical operations as well as global alliance management and managing the Cubist’s profits and losses. He joined Cubist in 2012 as Senior Vice President and Head of all International Business Operations. In this role, he was responsible for business activities in international markets outside the United States. Prior to joining Cubist, Dr. Vink served as Senior Vice President, Global Head of Hospital Business and Global Head of Biologics for Mylan Inc. (“Mylan”). In this role, Dr. Vink managed Mylan’s global hospital business. He joined Mylan in 2008 and established a number of global functions for the company in Switzerland during his tenure. Before joining Mylan, Dr. Vink held several leadership positions across the life sciences industry, including Head of Global Business Franchise Biopharmaceuticals for Sandoz, a division of Novartis AG; Vice President International Business for Biogen Inc.; and Head of Worldwide Marketing, Cardiovascular and Thrombosis for Sanofi-Synthélabo SA. From 2013 to 2015, Dr. Vink served as a member of the Executive Committee of the European Federation of Pharmaceutical Industries and Associations (EFPIA). Dr. Vink is chairman of the board of directors of two privately held companies and previously served on the boards of directors of Santhera Pharmaceuticals AG and Amryt Pharma PLC until June 2023 and April 2023, respectively. Dr. Vink graduated as a medical doctor from the University of Leiden, Netherlands in 1988 and obtained his M.B.A. in 1992 from the University of Rochester. We believe that Dr. Vink is qualified to serve on our Board of Directors because of his extensive operational business experience, significant knowledge of the activities of our company, and diverse background serving on the board of directors of various public and private life science companies.
Committees of the Board of Directors and Meetings
| • | exercising all rights, authority and functions of the Board of Directors under all of our stock option, stock incentive, employee stock purchase and other equity-based plans; |
Committees of the Board of Directors and Meetings
| • | reviewing and making recommendations to the Board of Directors with respect to director compensation; |
Committees of the Board of Directors and Meetings
| • | appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the Compensation Committee; |
Committees of the Board of Directors and Meetings
| • | conducting the independence assessment outlined in Nasdaq rules with respect to any compensation consultant, legal counsel or other advisor retained by the Compensation Committee; |
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Summary Compensation Table
Summary Compensation Table The following table shows the total compensation paid or accrued during the last two fiscal years ended December 31, 2024 and 2023 to our President and Chief Executive Officer as of December 31, 2024 and our two next most highly compensated executive officers who earned more than $100,000 during the fiscal year ended December 31, 2024 and were serving as executive officers as of such date (collectively, the “named executive officers”).
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards (2) ($) | Non- Equity Incentive Plan Compens ation ($) (3) | All other Compen sation ($)(4) | Total ($) | | Satyavrat Shukla | 2024 | 603,750 | --- | 1,066,817 | 271,686 | 10,984 | 1,953,237 | | Former President and Chief Executive Officer(5) | 2023 | 524,383 | 336,000 | 904,319 | 249,462 | 10,483 | 2,024,648 | | Esther Rajavelu | 2024 | 483,313 | --- | 188,190 | 173,993 | 10,984 | 856,479 | | Interim President and Chief Executive Officer, Chief Financial Officer, Chief Business Officer and Treasurer(6) | 2023 | 73,769 | 50,000 | 333,000 | — | 1,285 | 458,054 | | Tim Keutzer | 2024 | 475,065 | --- | 376,378 | 171,023 | 10,984 | 1,033,450 | | Chief Operating Officer | 2023 | 456,167 | 297,500 | 499,999 | 174,420 | 10,483 | 1,438,569 |
Summary Compensation Table
| 1. | Consists of retention bonuses paid to Mr. Shukla, and Mr. Keutzer during the year ended December 31, 2023 and a sign-on bonus paid to Ms. Rajavelu during the year ended December 31, 2023. |
Summary Compensation Table
| 2. | These amounts represent the aggregate grant date fair value for restricted stock unit (“RSU”) awards computed in accordance with ASC 718. A discussion of our methodology for determining grant date fair value may be found in Note 8 to our consolidated financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 27, 2025. |
Summary Compensation Table
| 3. | Amounts represent annual cash bonuses earned for the applicable fiscal year. The annual cash bonuses are paid in the first quarter of the calendar year following the year to which the cash bonus relates. |
Summary Compensation Table
| 4. | Amounts in this column include for the year ended December 31, 2024 (i) in the case of Mr. Shukla, $634 consists of the dollar value of life insurance premiums we paid with respect to term life insurance and $10,350 in a matching contribution under our 401(k) plan, (ii) in the case of Ms. Rajavelu, $634 consists of the dollar value of life insurance premiums we paid with respect to term life insurance, and $10,350 in a matching contribution under our 401(k) plan, (iii) in the case of Mr. Keutzer, $634 consists of the dollar value of life insurance premiums we paid with respect to term life insurance and $10,350 in a matching contribution under our 401(k) plan. |
Summary Compensation Table
| 5. | In January 2025, Mr. Shukla began administrative leave from his position as our President and Chief Executive Officer. We and Mr. Shukla have mutually agreed to separate, effective May 2, 2025 and he will concurrently step down from our Board of Directors. |
Summary Compensation Table
| 6. | Ms. Rajavelu began serving as our Chief Financial Officer, Chief Business Officer and Treasurer in October 2023 and her salary compensation for 2023 is prorated to reflect her time served during that year. In January 2025, Ms. Rajavelu began serving as our Interim President and Chief Executive Officer in addition to her roles as our Chief Financial Officer, Chief Business Officer and Treasurer. In April 2025, the Board of Directors appointed Ms. Rajavelu as our full-time President and Chief Executive Officer effective upon the effective date of Mr. Shukla’s separation from the Company and Ms. Rajavelu will continue to serve as our Chief Financial Officer and Treasurer as of such date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows grants of stock options and awards outstanding on the last day of the fiscal year ended December 31, 2024 to each of the named executive officers.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have not Vested (#) | Market Value of Shares or Units of Stock that Have not Vested ($) (1) | | Satyavrat Shukla | 73,438(2) | 1,562(2) | 17.93 | 1/4/2031 | — | — | | | 37,676(3) | 15,514(3) | 11.18 | 1/31/2032 | — | — | | | — | — | — | — | 6,016(4) | 6,196 | | | — | — | — | — | 19,006(5) | 19,576 | | | — | — | — | — | 199,467(6) | 205,451 | | | — | — | — | — | 199,500(7) | 205,485 | | | — | — | — | — | 679,501(8) | 699,886 | | Esther Rajavelu | | | | | 225,000(9) | 231,750 | | | | | | | 199,866(8) | 123,462 | | Timothy Keutzer | 55,943(10) | — | 5.90 | 7/5/2027 | — | — | | | 25,016(10) | — | 11.63 | 12/12/2027 | — | — | | | 25,000(10) | — | 6.26 | 1/1/2029 | — | — | | | 55,000(10) | --- | 9.34 | 2/2/2030 | — | — | | | 55,039(11) | 2,393(11) | 19.18 | 1/31/2031 | — | — | | | 37,676(12) | 15,514(12) | 11.18 | 1/31/2032 | — | — | | | — | — | — | — | 6,016(4) | 6,196 | | | — | — | — | — | 19,006(5) | 19,576 | | | — | — | — | — | 199,467(6) | 205,451 | | | — | — | — | — | 239,731(8) | 246,923 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 1. | The market value of the stock awards is based on the closing price of our common stock of $1.03 per share on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 2. | 25% of the options vested on January 4, 2022 and an additional 1/36th of the remaining shares vest monthly until the option is fully vested, subject to the individual’s continued service through the applicable vesting date. In addition, in the event of a Change of Control Termination, the vesting of these options accelerate in accordance with the terms of the option and his employment agreement. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 3. | 25% of the options vested on February 1, 2023 and an additional 1/36th of the remaining shares vest monthly until the option is fully vested, subject to the individual’s continued service through the applicable vesting date. In addition, in the event of a Change of Control Termination, the vesting of these options accelerate in accordance with the terms of the option and his employment agreement. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 4. | Consists of RSUs. Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in four equal annual installments beginning on August 26, 2022, subject to the individual’s continued service through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 5. | Consists of RSUs. Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in four equal annual installments beginning on February 1, 2023, subject to the individual’s continued service through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 6. | Consists of RSUs. Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in four equal annual installments beginning on February 1, 2024, subject to the individual’s continued service through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 7. | Consists of RSUs. Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in four equal annual installments beginning on August 1, 2024 subject to the individual’s continued service through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 8. | Consists of RSUs. Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in four equal annual installments beginning on February 1, 2025 subject to the individual’s continued service through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 9. | Consists of RSUs. Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in four equal annual installments beginning on November 13, 2024, subject to the individual’s continued service through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 10. | These options are fully vested. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 11. | 25% of the options vested on February 1, 2022 and an additional 1/36th of the remaining shares vest monthly until the option is fully vested. In addition, in the event of a Change of Control Termination, the vesting of these options will accelerate in accordance with the terms of the option and his employment agreement. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 12. | 25% of the options vested on December 2, 2023 and an additional 1/36th of the remaining shares vest monthly until the option is fully vested. In addition, in the event of a Change of Control Termination, the vesting of these options will accelerate in accordance with the terms of the option and his employment agreement. |
Outstanding Equity Awards at 2024 Fiscal Year-End
During the year ended December 31, 2024, the named executive officers did not exercise any stock options.
Potential Payments upon Termination or Change-In-Control
Potential Payments upon Termination or Change-In-Control The employment agreements provide for the following severance payments upon termination by us without Cause or by the employee for Good Reason: (i) payment of the employee’s then-current base salary for a period of nine months following termination (12 months in the case of our Chief Executive Officer); (ii) a pro-rated target bonus for the period during which the employee was employed in the year of termination; and (iii) continued coverage under our group health insurance plan until the earlier of 12 months from termination or the date the employee becomes eligible for medical benefits with another employer. Further, the agreements provide that upon termination by us without Cause or by the employee for Good Reason within 90 days prior to or one year following the earlier to occur of a Change of Control (as defined in the executive’s employment agreements) or the execution of a definitive agreement the consummation of which would result in a Change of Control, the employee will be entitled to receive: (i) a lump sum payment equal to 12 months of the employee’s then-current base salary, plus the executive’s then-current target performance bonus for the period during which the employee was employed in the year of termination (in the case of our Chief Executive Officer, a lump sum payment equal to 18 months of his then-current base salary, plus a one-and-one-half (1.5) times the target amount of his annual performance bonus); (ii) acceleration of unvested equity awards as of the date of termination in accordance with the terms of the executive’s employment agreement, as described above under “Narrative Disclosure to Summary Compensation Table;” and (iii) continued coverage of our portion of premiums under our group health insurance plan until the earlier of 12 months (18 months in the case of our Chief Executive Officer) from termination or the date the employee becomes eligible for medical benefits with another employer. Payment in each case is subject to the employee’s execution of a release satisfactory to us following such termination. In addition, if the employee’s employment terminates as a result of disability or death, he or she shall be entitled to receive a pro-rated target bonus for the period during which the employee was employed in the year of termination.
Director Compensation
Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2024 to each of our non-employee directors as of December 31, 2024. Directors who are employed by us are not compensated for their service on our Board of Directors.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total($) | | Milind Deshpande, Ph.D. | 52,500 | 28,400 | — | 80,900 | | Scott Jackson | 57,500 | 28,400 | — | 85,900 | | Ankit Mahadevia, M.D. | 75,000 | 28,400 | 101,110 | 204,510 | | John C. Pottage, Jr., M.D. | 60,000 | 28,400 | 103,000 | 191,400 | | Cynthia Smith | 60,000 | 28,400 | — | 88,400 | | Frank E. Thomas | 60,000 | 28,400 | — | 88,400 | | Kathleen Tregoning | 50,000(3) | 28,400 | — | 78,400 | | Patrick Vink, M.D. | 83,750 | 28,400 | — | 112,150 |
Director Compensation
| (1) These amounts represent the aggregate grant date fair value for RSU awards compute d in accordance with ASC 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 8 to our consolidated financial statements, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 27, 2025. |
Director Compensation
| (2) For Dr. Mahadevia, consists of compensation earned during the year ended December 31, 2024 pursuant to the Mahadevia Consulting Agreement (as defined below). For Dr. Pottage, consists of compensation earned during the year ended December 31, 2024 pursuant to the Pottage Consulting Agreement (as defined below). |
Director Compensation
| (3) Ms. Tregoning’s fees earned or paid in cash include stock options elected to be received in lieu of $40,000 in cash fees for 2024. |
Director Compensation
As of December 31, 2024, the aggregate number of options held by each of our non-employee directors as of December 31, 2024 was as follows (representing both exercisable and unexercisable option awards, none of which have been exercised):
Director Compensation
| Name | Number of Shares Underlying Outstanding Stock Options | | Milind Deshpande, Ph.D. | 83,664 | | Scott Jackson | 30,000 | | Ankit Mahadevia, M.D. | 1,338,937 | | John C. Pottage, Jr., M.D. | 33,219 | | Cynthia Smith | 35,848 | | Frank E. Thomas | 63,893 | | Kathleen Tregoning | 85,974 | | Patrick Vink, M.D. | 82,067 |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Under our Non-Employee Director Compensation Policy, as amended (the “Non-Employee Director Compensation Policy”), each non-employee director is eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards. Our non-employee directors received the following annual retainers for their service as of December 31, 2024:
Non-Employee Director Compensation Policy
| Position | Retainer | | Board Member | $40,000 | | Board Chairperson (additional retainer) | 30,000 | | Lead Director, if any (additional retainer) | 18,750 | | Audit Committee Chair | 20,000 | | Compensation Committee Chair | 20,000 | | Nominating and Corporate Governance Committee Chair | 15,000 | | Development Committee Chair | 10,000 | | Audit Committee Member | 10,000 | | Compensation Committee Member | 10,000 | | Nominating and Corporate Governance Committee Member | 7,500 | | Development Committee Member | 5,000 |
Non-Employee Director Compensation Policy
Our Non-Employee Director Compensation Policy provides the following with respect to equity awards to non-employee directors: (i) the initial equity award consisting of a non-qualified stock option to purchase shares of our common stock upon first appointment to our Board of Directors and vesting in equal monthly installments until the third anniversary of the grant date subject to the non-employee director’s continued service in the amount of 15,000 shares, and (ii) annual equity awards consisting of a grant of 20,000 RSUs (each RSU relating to one share of our common stock) on the date of our annual meeting of stockholders. The RSUs vest on the first anniversary of the grant date, subject to the director’s continued service, and are issued under, and are subject to the terms of, the 2017 Plan. The policy also provides that, prior to the beginning of each calendar year, a non-employee director may elect to receive all or a portion of his or her base annual fee for service on our Board of Directors in the form of a non-qualified stock option to purchase a number of shares of our common stock based on the Black-Scholes value of such option, which option will be granted on the first business day of the calendar year. These options vest in four quarterly installments on the last day of each calendar quarter during the calendar year, subject to the continued service of the non-employee director. Directors may be reimbursed for travel, food, lodging and other expenses directly related to their service as directors. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws.
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 “compensation actually paid” to our principal executive officers (“PEOs”) and the average of our other named executive officers (“NEOs”) and certain financial metrics of our Company. The following table also provides information regarding company performance over the same periods, as well as the relationship of “compensation actually paid” to our PEOs and NEOs to company performance.
PAY VERSUS PERFORMANCE
| | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Year | Summary Compensation Table Total for Satyavrat Shukla ($) (1) | Summary Compensation Table Total for Ankit Mahadevia ($) (3) | Compensation Actually Paid to Satyavrat Shukla ($) (1) (2) (4) | Compensation Actually Paid to Ankit Mahadevia ($) (3) (4) | Average Summary Compensation Table Total Compensation for Other NEOs ($) (5) | Average Compensation Actually Paid to Other NEOs ($) (4) (6) | Company TSR ($) (7) | Net Income (loss) ($ in thousands) (8) | | 2024 | 1,953,238 | — | 2,245,682 | — | 944,965 | 1,721,025 | 5 | (68,566) | | 2023 | 2,024,647 | 2,385,905 | 2,020,658 | 2,622,030 | 1,446,848 | 1,487,365 | 8 | 22,806 | | 2022 | — | 4,239,705 | — | 2,275,404 | 1,649,214 | 1,069,299 | 9 | (46,415) |
PAY VERSUS PERFORMANCE
| (1) Mr. Shukla was our PEO during 2024. Reflects compensation (as reported in the Summary Compensation Table) for Mr. Shukla. |
PAY VERSUS PERFORMANCE
| (2) Calculated in accordance with Item 402(v)(2) of Regulation S-K. The following adjustments were made to Mr. Shukla’s total compensation as reported in the Summary Compensation Table to determine “compensation actually paid”. |
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total ($) | Deductions for Reported Grant Date Fair Value of Stock Awards ($) (a) | Deductions for Reported Grant Date Fair Value of Option ($)Awards | Additions for Pay Versus Performance Equity Adjustments ($) (b) | Compensation Actually Paid ($) | | 2024 | 1,953,238 | (1,066,817) | — | 1,359,261 | 2,245,682 |
PAY VERSUS PERFORMANCE
| (a) Reflects the amounts reported in the Stock Awards column of the Summary Compensation Table in the relevant years. |
PAY VERSUS PERFORMANCE
| (b) The pay versus performance equity adjustments reflect the aggregated sum of the following values in the relevant year. |
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($) | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Covered Year ($) | Total Pay Versus Performance Equity Adjustments ($) | | 2024 | 858,445 | 494,488 | 6,328 | 1,359,261 |
PAY VERSUS PERFORMANCE
| (3) Calculated in accordance with Item 402(v)(2) of Regulation S-K. The following adjustments were made to Dr. Mahadevia’s total compensation as reported in the Summary Compensation Table to determine “compensation actually paid”. |
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total ($) | Deductions for Reported Grant Date Fair Value of Stock Awards ($) (a) | Deductions for Reported Grant Date Fair Value of Option ($)Awards (a) | Additions for Pay Versus Performance Equity Adjustments ($) (b) | Compensation Actually Paid ($) | | 2024 | — | — | — | — | — | | 2023 | 2,385,905 | (999,998) | — | 1,236,123 | 2,622,030 | | 2022 | 4,239,705 | (1,499,998) | (1,499,324) | 1,035,021 | 2,275,404 |
PAY VERSUS PERFORMANCE
| (a) Reflects the amounts reported in the Stock Awards and Option Awards columns of the Summary Compensation Table in the relevant years. |
PAY VERSUS PERFORMANCE
| (b) The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years. |
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($) | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Covered Year ($) | Total Pay Versus Performance Equity Adjustments ($) | | 2024 | — | — | — | — | | 2023 | 518,974 | 746,167 | (29,018) | 1,236,123 | | 2022 | 4,749,671 | (2,024,308) | (1,690,342) | 1,035,021 |
PAY VERSUS PERFORMANCE
| (4) Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. RSUs are valued based on the closing stock price on the relevant measurement date. Stock options are valued using a Black-Scholes model as at the relevant measurement dates. |
PAY VERSUS PERFORMANCE
| (5) Reflects compensation for the following non-Chief Executive Officer NEOs: |
PAY VERSUS PERFORMANCE
2024: Ms. Rajavelu and Mr. Keutzer 2023: Tamara Joseph, our former Chief Legal Officer and Corporate Secretary, and Mr. Keutzer 2022: Mr. Shukla and Ms. Joseph
PAY VERSUS PERFORMANCE
| (6) Average “compensation actually paid” for the non-Chief Executive Officer NEOs has been calculated in accordance with Item 402(v)(2) of Regulation S-K. The following adjustments were made to average Summary Compensation Table total compensation for each year to determine average “compensation actually paid.” |
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total | Deductions for Reported Grant Date Fair Value of Stock Awards (a) | Deductions for Reported Grant Date Fair Value of Option Awards (a) | Additions for Pay Versus Performance Equity Adjustments (b) | Compensation Actually Paid | | 2024 | 944,965 | (282,284) | — | 1,058,344 | 1,721,025 | | 2023 | 1,446,848 | (499,999) | — | 540,516 | 1,487,365 | | 2022 | 1,649,214 | (424,997) | (424,807) | 269,889 | 1,069,299 |
PAY VERSUS PERFORMANCE
| (a) Reflects the average amounts reported in the Stock Awards and Option Awards columns of the Summary Compensation Table in the relevant years. |
PAY VERSUS PERFORMANCE
| (b) The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years. |
PAY VERSUS PERFORMANCE
| Year | Average Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($) | Average Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Average Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Covered Year ($) | Total Pay Versus Performance Equity Adjustments ($) | | 2024 | 908,191 | 153,664 | (3,511) | 1,058,344 | | 2023 | 147,945 | 371,929 | 20,642 | 540,516 | | 2022 | 1,038,009 | (525,283) | (242,837) | 269,889 |
PAY VERSUS PERFORMANCE
| (7) As required under Item 201(e) of Regulation S-K, total shareholder return (“TSR”) measures the cumulative value of $100 invested on the last trading day before the earliest fiscal year in the table, or December 31, 2021, through and including the end of the applicable fiscal year for which total shareholder return is calculated, or December 31, 2022, December 31, 2023, and December 31, 2024, respectively. |
PAY VERSUS PERFORMANCE
| (8) The dollar amounts are our net income (loss) amounts reflected in our audited financial statements for the applicable year. |
PAY VERSUS PERFORMANCE
The following graph visually describes the relationship between “compensation actually paid” to PEOs for each applicable year and the average “compensation actually paid” to our other Non-Chief Executive Officer NEOs, to the cumulative total stockholder return of our company. The following graph visually describes the relationship between “compensation actually paid” to our PEOs for each applicable year and the average “compensation actually paid” to our other Non-Chief Executive Officer NEOs, to net income (loss).
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The Board of Directors has nominated Esther Rajavelu, Frank E. Thomas and Patrick Vink, M.D. for election or re-election at the Annual Meeting. At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring. The Board of Directors currently consists of nine members, classified into three classes as follows: (i) Satyavrat Shukla, Frank E. Thomas and Patrick Vink, M.D. constitute our Class II directors with a term ending at the upcoming annual meeting of stockholders, (ii) Milind Deshpande, Ph.D., Kathleen Tregoning and Ankit Mahadevia, M.D. constitute our Class III directors with a term ending at 2026 annual meeting of stockholders and (iii) Scott Jackson, John C. Pottage, Jr., M.D. and Cynthia Smith constitute our Class I directors with a term ending at the 2027 annual meeting of stockholders. We and Mr. Shukla have mutually agreed to separate, effective May 2, 2025, and he will concurrently step down from our Board of Directors. The Board of Directors has voted to nominate Esther Rajavelu, Frank E. Thomas and Patrick Vink, M.D. for election at the Annual Meeting as Class II directors for a term of three years to serve until the 2028 annual meeting of stockholders, and until their respective successors are elected and qualified. The Class III directors (Milind Deshpande, Ph.D., Kathleen Tregoning and Ankit Mahadevia, M.D.) and the Class I directors (Scott Jackson, John C. Pottage, Jr., M.D. and Cynthia Smith) will serve until the annual meeting of stockholders to be held in 2026 and 2027, respectively, and until their respective successors have been elected and qualified. Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election as directors of Esther Rajavelu, Frank E. Thomas and Patrick Vink, M.D. In the event that either nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board of Directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. The nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR each of the nominees, withhold your vote from each of the nominees or withhold your vote from any of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. While we have no formal policy regarding the diversity of our board members, our Corporate Governance Guidelines provide that the background and qualifications of the members of our Board of Directors considered as a group should provide a significant breadth of experience, knowledge, and ability to assist our Board of Directors in fulfilling its responsibilities. Our priority in selection of board members is the identification of members who will further the interests of our stockholders through their established records of professional accomplishment, the ability to contribute positively to the collaborative culture among our board members, knowledge of our business, understanding of the competitive landscape in which we operate and adherence to high ethical standards. THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF ESTHER RAJAVELU, FRANK E. THOMAS AND PATRICK VINK, M.D. AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.