DEF 14A of Erasca, Inc., Apr 29, 2025

DEF 14A of Erasca, Inc.

Filed Apr 29, 2025 · FY20240001193125-25-103868

Open on EDGAR

  1. Proposal 1 – Election of directors

    Proposal 1 – Election of directors At the Annual Meeting, three Class I directors are to be elected to hold office for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2028 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Jonathan E. Lim, M.D., James A. Bristol, Ph.D., and Valerie Harding-Start, Ph.D. for re-election as Class I directors at the Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Our Amended and Restated Certificate of Incorporation (the Charter) and Bylaws provide that the authorized number of directors shall be fixed from time to time exclusively by resolution adopted by a majority of the Board. We currently have eight authorized directors on our Board. As set forth in our Charter, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The following table summarizes the age, position at the Company, independence, and director class of our directors:

  2. Proposal 1 – Election of directors

    | Name | Age | Position | Independent | Director Class(1) | | Jonathan E. Lim, M.D. | 53 | Chairman of the Board, Chief Executive Officer, and Co-Founder | | I | | James A. Bristol, Ph.D. | 78 | Lead Independent Director | X | I | | Valerie Harding-Start, Ph.D. | 65 | Director | X | I | | Alexander W. Casdin | 57 | Director | X | II | | Julie Hambleton, M.D. | 67 | Director | X | II | | Michael D. Varney, Ph.D. | 66 | Chair of Research and Development and Scientific Advisory Board member | | II | | Jean I. Liu, J.D.. | 56 | Director | X | III | | Pratik S. Multani, M.D. | 58 | Director | X | III |

  3. Proposal 1 – Election of directors

    | (1) Class I directors are nominated for re-election at the Annual Meeting with a term to expire at the 2028 annual meeting. The terms of Class II directors expire at the 2026 annual meeting. The terms of Class III directors expire at the 2027 annual meeting. |

  4. Proposal 1 – Election of directors

    The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of capital stock entitled to vote in the election of directors. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected. All of the persons whose names and biographies appear below are currently serving as our directors. Each of our directors brings to the Board significant leadership experience derived from their professional experience and service as executives or board members of other corporations and/or private equity and venture capital firms. The process undertaken by the Nominating and Corporate Governance Committee in recommending qualified director candidates is described below under “Board experience and director nomination process.” Certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described in the following paragraphs.

  5. Information regarding directors

    Information regarding directors The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director: Nominees for election to the Board:

  6. Class I directors (terms to expire at the Annual Meeting)

    Class I directors (terms to expire at the Annual Meeting) Jonathan E. Lim, M.D. co-founded Erasca in July 2018, joined us as Executive Chairman in October 2018, and has served as our Chairman and Chief Executive Officer since March 2019. Dr. Lim has also served as a Venture Partner at ARCH Venture Partners since December 2018 and as Managing Partner at City Hill since founding it in 2010. Prior to founding Erasca, in 2011 Dr. Lim co-founded and served as Chairman of Ignyta, Inc., a public precision oncology company, and led it from 2012 as Chairman, Chief Executive Officer and President through its acquisition by Roche in February 2018 and subsequent integration into Roche and Genentech in July 2018. During his tenure at Ignyta, in 2015 Dr. Lim co-founded Bonti, Inc., a private pain management and anesthetics company, and served as its Chairman from February 2016 until its acquisition by Allergan plc in October 2018. Prior to joining Ignyta, Dr. Lim served as Chairman and Chief Executive Officer of Eclipse Therapeutics, Inc., a private oncology company targeting cancer stem cells that he co-founded in March 2011 as a spinout from Biogen Idec and that was sold to Bionomics Ltd. in 2012. Prior to Eclipse, Dr. Lim served as the President, Chief Executive Officer and a Director (including as Chairman from 2004 to 2005) of Halozyme Therapeutics, Inc., a public biotechnology company, from May 2003 to December 2010. Prior to Halozyme, Dr. Lim’s experience included management consulting at McKinsey & Company, a National Institutes of Health Postdoctoral Fellowship at Harvard Medical School and the Dana-Farber Cancer Institute, and two years of general surgery residency at New York Hospital-Cornell and Memorial Sloan Kettering Cancer Center. Dr. Lim has also served as a member of the board of directors of Maze Therapeutics, Inc., a publicly traded company advancing precision medicines for both rare and common diseases, since October 2019, and as Chairman and co-founder of Boundless Bio, Inc., a publicly traded precision oncology company, since December 2018. Dr. Lim has been a member of the Board of Overseers at Scripps Research since October 2018, a member of the Board of Visitors of the Moores Cancer Center at the University of California, San Diego since 2015, and a member of the Stanford Interdisciplinary Biosciences Council since 2014. Dr. Lim has B.S. and M.S. degrees from Stanford University, an M.D. from McGill University, and an M.P.H. from Harvard University. Dr. Lim’s intimate knowledge of our business as a co-founder of our Company and his extensive experience as an executive officer and director of multiple public and private biotechnology companies contributed to our Board’s conclusion that he should serve as a director of our Company. James A. Bristol, Ph.D. has served on our Board since July 2018. Dr. Bristol worked for more than three decades in drug discovery, research and preclinical development at Schering-Plough Corporation, Parke-Davis and Pfizer Inc., serving in various senior research and development roles. From 2003 until his retirement in 2007, Dr. Bristol served as Senior Vice President of Worldwide Drug Discovery Research at Pfizer Global Research & Development. In 2009, Dr. Bristol joined Frazier Healthcare Ventures as a Senior Advisor, and since 2007, Dr. Bristol has been working as a consultant with James Bristol LLC. He has served as Chairperson of Deciphera Pharmaceuticals, Inc. since 2015 and as a director since 2007, as well as a director of Ignyta, Inc. from 2014 to February 2018 and Cadent Therapeutics, Inc. from 2011 to January 2021. Dr. Bristol has been involved with the discovery and development of both drugs that have been approved by the FDA, including Lipitor, Lyrica, and Ibrance, and drug candidates currently in clinical development. Dr. Bristol is the author of over 100 publications, abstracts and patents, and he conducted postdoctoral research at the University of Michigan (NIH Postdoctoral Fellow) and at The Squibb Institute for Medical Research. Dr. Bristol holds a Ph.D. in organic chemistry from the University of New Hampshire and a B.S. in Chemistry from Bates College. Dr. Bristol’s extensive research and development and board-level experience in the biopharmaceutical industry contributed to our Board’s conclusion that he should serve as a director of our Company. Valerie Harding-Start, Ph.D. has served on our Board since June 2019. Since February 2019, Dr. Harding-Start has been a principal and advisor at Start Pharma Consulting LLC. From 2015 to January 2019, Dr. Harding-Start served as Ignyta, Inc.’s Senior Vice President of Chemistry, Manufacturing and Controls (CMC), as well as Site Head during Ignyta’s acquisition by Roche. Prior to Ignyta, Dr. Harding-Start served as Vice President of Product Differentiation, Pharmaceutical Sciences for Worldwide Research and Development at Pfizer, Inc. Dr. Harding-Start is also a member of the community of practice and thought partner for Smallify LLC, an innovation capacity-building firm. Dr. Harding-Start holds a B. Pharm. from the University of London and a Ph.D. in Pharmaceutical Microbiology from the University of Nottingham. Dr. Harding-Start’s extensive experience in the biopharmaceutical industry and her expertise in CMC contributed to our Board’s conclusion that she should serve as a director of our Company. Continuing members of the Board:

  7. Class II directors (terms to expire at the 2026 annual meeting)

    Class II directors (terms to expire at the 2026 annual meeting) Alexander W. Casdin has served on our Board since July 2018. Mr. Casdin has served as the Chief Executive Officer and President of Epirium Bio Inc., a biotechnology company, since December 2024. Mr. Casdin has held roles of increasing responsibility at Epirium since October 2020, having served as the Chief Financial Officer and Chief Operating Officer. Previously, Mr. Casdin was the founder and served as the Chief Executive Officer and portfolio manager of Reneo Capital Management LP from January 2015 to October 2020. From September 2012 through December 2014, Mr. Casdin was a private investor focused on the healthcare sector. From October 2011 through September 2012, Mr. Casdin was the Chief Financial Officer of Sophiris Bio, Inc., a Canadian public urology company. Prior to Sophiris Bio, Mr. Casdin served as the Vice President, Finance of Amylin Pharmaceuticals, Inc., a biopharmaceutical company that was acquired by Bristol-Myers Squibb in 2012, a position he held from October 2009 to October 2011. Prior to his position at Amylin Pharmaceuticals, Mr. Casdin founded and operated Casdin Advisors LLC, where he served as a strategic advisor to companies in the life sciences industry. Before founding Casdin Advisors, Mr. Casdin was the Chief Executive Officer and Portfolio Manager of Cooper Hill Partners, LLC, a healthcare investment fund. Mr. Casdin has also held previous positions at Pequot Capital Management and Dreyfus Corporation. Mr. Casdin has served on the board of directors for multiple life sciences companies, including Ignyta, Inc. from 2013 to 2018 and DUSA Pharmaceuticals Inc. from 2009 to 2012. Mr. Casdin holds a B.A. in political science from Brown University and an M.B.A. from Columbia Business School, where he graduated Beta Gamma Sigma. Mr. Casdin’s extensive financial experience in the biopharmaceutical industry contributed to our Board’s conclusion that he should serve as a director of our Company. Julie Hambleton, M.D. has served on our Board since March 2021. From August 2020 to March 2021, Dr. Hambleton served as interim President and Chief Executive Officer of Arch Therapeutics, Inc., a private biotechnology company. From June 2018 to April 2020, when she retired, Dr. Hambleton was Senior Vice President, Chief Medical Officer, Head of Development at IDEAYA Biosciences, Inc., an oncology medicine company. From September 2017 to May 2018 and from March 2016 to May 2016, Dr. Hambleton served as an independent strategic consultant for various life sciences companies. From May 2016 to September 2017, she served as Vice President, Head US Medical at Bristol-Myers Squibb, a global biopharmaceutical company. From August 2015 to February 2016, Dr. Hambleton served as Executive Vice President, Chief Medical Officer at Five Prime Therapeutics, a biotechnology company, and as Senior Vice President, Chief Medical Officer from December 2012 to August 2015. From April 2010 to November 2012, Dr. Hambleton served as Vice President, Clinical Development at Clovis Oncology, and from 2003 to 2010, Dr. Hambleton held roles of increasing responsibility in BioOncology at Genentech. Dr. Hambleton serves on the boards of two publicly traded biotechnology companies: IGM Biosciences, Inc., since August 2018, and SpringWorks Therapeutics, Inc., since May 2020. Dr. Hambleton completed her hematology-oncology training at the University of California, San Francisco, where she then served on the faculty from 1993 to 2003. Dr. Hambleton holds a B.S. in nursing from Duke University and an M.D. from Case Western Reserve University School of Medicine, and was board-certified in hematology and internal medicine. Dr. Hambleton’s extensive executive leadership experience in the biopharmaceutical industry and her medical expertise in oncology, hematology-oncology and internal medicine contributed to our Board’s conclusion that she should serve as a director of our Company. Michael D. Varney, Ph.D. has served as our Chair of Research and Development and Scientific Advisory Board member since August 2020 and on our Board since December 2020. From 2005 until his retirement in July 2020, Dr. Varney served in progressing roles at Genentech, Inc., most recently as Executive Vice President and Head of Research and Early Development, as well as a member of the Corporate Executive Committee of Roche, Genentech’s parent company. Prior to Genentech, from 1987 to 2005 Dr. Varney served as Head of Research at Agouron Pharmaceuticals, Inc., a biotechnology company later acquired by Pfizer, Inc. From January 2021 until July 2023, Dr. Varney served on the board of directors of Pardes Biosciences, Inc., a publicly traded biopharmaceutical company focused on the treatment and prevention of viral diseases. Dr. Varney served on the board of directors of Foundation Medicine, Inc. (acquired by Roche Holdings AG) from 2015 until March 2018. Dr. Varney was an American Cancer Society postdoctoral fellow at Columbia University, and holds a B.S. in chemistry from the University of California, Los Angeles and a Ph.D. in synthetic organic chemistry from the California Institute of Technology. Dr. Varney’s extensive executive leadership experience in the biopharmaceutical industry and his extensive drug discovery and development expertise contributed to our Board’s conclusion that he should serve as a director of our Company.

  8. Class III directors (terms to expire at the 2027 annual meeting)

    Class III directors (terms to expire at the 2027 annual meeting) Jean I. Liu, J.D. has served on our Board since April 2022. Ms. Liu was the Chief Legal Officer and Corporate Secretary of Seagen Inc., a publicly traded, global, multi product biotechnology company, from 2014 until Seagen’s acquisition by Pfizer in December 2023. Prior to that, she served as Vice President and General Counsel of Halozyme Therapeutics, Inc., a publicly traded biotechnology company, from November 2011 to November 2014. From 1998 to 2011, she was with Durect Corporation, a publicly traded biotechnology company, where she served in positions of increasing responsibility, including most recently Chief Legal Officer and Corporate Secretary. Prior to Durect, Ms. Liu was in private practice at the law firms of Pillsbury, Madison & Sutro (now Pillsbury Winthrop) and Venture Law Group in the areas of intellectual property litigation and corporate transactions. Ms. Liu has served on the board of directors of Connect Biopharma Holdings Limited, a publicly traded biotechnology company developing treatments for T cell-driven inflammatory diseases, since August 2021. Ms. Liu received her B.S. in Cellular and Molecular Biology with highest distinction from the University of Michigan, her M.S. in Biology from Stanford University and her J.D. from Columbia University where she was a Harlan Fiske Stone Scholar. Ms. Liu’s executive and legal experience in the biopharmaceutical industry and experience with respect to corporate governance matters contributed to our Board’s conclusion that she should serve as a director of our Company. Pratik S. Multani, M.D. has served on our Board since July 2018. Dr. Multani has served as Chief Medical Officer of ORIC Pharmaceuticals, Inc., a publicly traded oncology therapeutic company, since September 2018. From 2015 to February 2018, Dr. Multani served as the Chief Medical Officer of Ignyta, Inc. From 2009 to 2015, Dr. Multani was Chief Medical Officer at Fate Therapeutics, Inc., a biopharmaceutical company. Prior to that, Dr. Multani was Vice President of Clinical Development at Kalypsys, Inc. and Senior Vice President of Clinical Development and Chief Medical Officer at Kanisa Pharmaceuticals, Inc. Dr. Multani also held academic and clinical positions at Harvard Medical School and Massachusetts General Hospital, where he was a member of the bone marrow transplant unit. He completed his internship and residency training in internal medicine at Massachusetts General Hospital and his oncology fellowship at the Dana-Farber/Partners combined program. Dr. Multani has served on the board of directors of Chimerix, Inc., a publicly traded biopharmaceutical company, since February 2020. Dr. Multani holds an M.D. from Harvard Medical School, an M.S. in epidemiology from the Harvard School of Public Health and a B.S. in chemistry and biology from Yale University. Dr. Multani‘s executive and academic experience in the biopharmaceutical industry and his medical expertise in oncology and hematology-oncology contributed to our Board’s conclusion that he should serve as a director of our Company.

  9. Identification and evaluation of nominees for directors

    Identification and evaluation of nominees for directors The Nominating and Corporate Governance Committee identifies nominees for director by first evaluating the current members of our Board willing to continue in service. Current members with qualifications and skills that are consistent with the Nominating and Corporate Governance Committee’s criteria for Board service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our Board with that of obtaining a new perspective or expertise. If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election or if the Board decides to expand the size of the board, the Nominating and Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. The Nominating and Corporate Governance Committee generally polls our Board and members of management for their recommendations. The Nominating and Corporate Governance Committee may also review the composition and qualification of the boards of directors of our competitors and may seek input from industry experts or analysts. The Nominating and Corporate Governance Committee reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the members of the Nominating and Corporate Governance Committee and by certain of our other independent directors and executive management. In making its determinations, the Nominating and Corporate Governance Committee evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best contribute to the success of our Company and represent stockholder interests through the exercise of sound business judgment. After review and deliberation of all feedback and data, the Nominating and Corporate Governance Committee makes its recommendation to our Board. The Nominating and Corporate Governance Committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. We have not received director candidate recommendations from our stockholders, and we do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by members of our Board, management or other parties are evaluated. Under our Bylaws, a stockholder wishing to suggest a candidate for director should write to our Secretary and provide such information about the stockholder and the proposed candidate as is set forth in our Bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. In order to give the Nominating and Corporate Governance Committee sufficient time to evaluate a recommended candidate and include the candidate in our proxy statement for the annual meeting, the recommendation should be received by our Corporate Secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals.”

  10. Executive and Director Compensation

    Executive and Director Compensation This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary compensation table” below, whom we refer to as our named executive officers or NEOs. For 2024, our NEOs and their positions were as follows:

  11. Executive and Director Compensation

    | • | Jonathan E. Lim, M.D., Chairman, Chief Executive Officer, and Co-Founder; |

  12. Executive and Director Compensation

    | • | David M. Chacko, M.D., Chief Financial Officer and Chief Business Officer; and |

  13. Executive and Director Compensation

    | • | Shannon R. Morris, M.D., Ph.D., Chief Medical Officer. |

  14. Summary compensation table

    Summary compensation table The following table presents summary information regarding the total compensation that was awarded to, earned by or paid to our NEOs for services rendered during the years ended December 31, 2024 and 2023.

  15. Summary compensation table

    | Name and principal Position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) (1) | Non-equity incentive plan compensation ($) (2) | All other compensation ($) (3) | Total ($) | | Jonathan E. Lim, M.D. | 2024 | 644,600 | — | — | 2,794,308 | 444,774 | 10,350 | 3,894,032 | | Chairman, Chief Executive Officer, and Co-Founder | 2023 | 622,800 | — | — | 4,419,750 | 354,996 | 9,900 | 5,407,446 | | David M. Chacko, M.D. | 2024 | 492,100 | — | — | 1,155,690 | 226,366 | 10,350 | 1,884,506 | | Chief Financial Officer and Chief Business Officer | 2023 | 475,500 | — | — | 1,767,900 | 180,690 | 9,900 | 2,433,990 | | Shannon R. Morris, M.D., Ph.D. | 2024 | 486,500 | — | — | 866,870 | 223,790 | 10,350 | 1,587,510 | | Chief Medical Officer | | | | | | | | |

  16. Summary compensation table

    | (1) Represents the grant date fair value of stock options to purchase shares of our common stock computed in accordance with FASB ASC 718. See Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 20, 2025, for a description of the assumptions used in valuing our stock options. |

  17. Summary compensation table

    | (2) Represents annual performance bonuses earned with respect to the applicable year. For Dr. Lim, amount includes $125,000 of the 2023 annual performance bonus that was earned by him but which Dr. Lim voluntarily elected to forgo and did not receive. |

  18. Summary compensation table

    | (3) Represents matching contributions under our 401(k) plan earned by the NEOs in 2024 and, for Drs. Lim and Chacko, in 2023, which are expected to be made by us on behalf of the NEOs in 2025 and 2024, respectively. |

  19. Nonqualified deferred compensation

    Nonqualified deferred compensation We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our Board may elect to provide our officers and other employees with non-qualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

  20. Termination or change in control benefits

    Termination or change in control benefits Our NEOs may become entitled to certain benefits or enhanced benefits in connection with a change in control of our company. Our Severance Plan entitles each of our NEOs to certain benefits upon a qualifying termination and in connection with a change in control of our company. For additional discussion, please see “Severance plan” below.

  21. Outstanding equity awards at fiscal year-end

    Outstanding equity awards at fiscal year-end The following table sets forth information with respect to outstanding equity awards for each of our NEOs as of December 31, 2024.

  22. Outstanding equity awards at fiscal year-end

    | | Option awards | | | | | | | Grant date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | | Jonathan E. Lim, M.D. | 6/20/2024(1) | 79,094 | 553,665 | 2.03 | 6/19/2034 | | | 2/5/2024(2) | 312,500 | 1,187,500 | 1.70 | 2/4/2034 | | | 2/1/2023(3) | 687,500 | 812,500 | 4.00 | 1/31/2033 | | | 2/1/2022(4) | 560,291 | 230,709 | 11.54 | 1/31/2032 | | David M. Chacko, M.D. | 6/20/2024(1) | 34,851 | 243,961 | 2.03 | 6/19/2034 | | | 2/5/2024(2) | 125,000 | 475,000 | 1.70 | 2/4/2034 | | | 2/1/2023(3) | 275,000 | 325,000 | 4.00 | 1/31/2033 | | | 2/1/2022(4) | 259,338 | 106,787 | 11.54 | 1/31/2032 | | | 1/26/2021(5) | 153,043 | — | 3.36 | 1/25/2031 | | | 9/23/2020(6) | 183,688 | — | 1.25 | 9/22/2030 | | | 12/11/2019(5) | 104,166 | — | 0.67 | 12/10/2029 | | | 8/21/2019(5) | 455,730 | — | 0.67 | 8/20/2029 | | Shannon R. Morris, M.D., Ph.D. | 6/20/2024(1) | 17,142 | 120,000 | 2.03 | 6/19/2034 | | | 2/5/2024(2) | 111,625 | 424,175 | 1.70 | 2/4/2034 | | | 4/10/2023(6) | 156,250 | 218,750 | 2.74 | 4/9/2033 | | | 2/1/2023(3) | 73,700 | 87,100 | 4.00 | 1/31/2033 | | | 5/2/2022(5) | 193,750 | 106,250 | 7.91 | 5/1/2032 |

  23. Outstanding equity awards at fiscal year-end

    | (1) Stock option award vests over a period of four years with 1/48th of the shares underlying the option vesting on a monthly basis following the vesting commencement date (June 20, 2024), subject to continued service through each vesting date, and subject to accelerated vesting in certain circumstances as described above under “Severance plan.” |

  24. Outstanding equity awards at fiscal year-end

    | (2) Stock option award vests over a period of four years with 1/48th of the shares underlying the option vesting on a monthly basis following the vesting commencement date (February 1, 2024), subject to continued service through each vesting date, and subject to accelerated vesting in certain circumstances as described above under “Severance plan.” |

  25. Outstanding equity awards at fiscal year-end

    | (3) Stock option award vests over a period of four years with 1/48th of the shares underlying the option vesting on a monthly basis following the vesting commencement date (February 1, 2023), subject to continued service through each vesting date, and subject to accelerated vesting in certain circumstances as described above under “Severance plan.” |

  26. Outstanding equity awards at fiscal year-end

    | (4) Stock option award vests over a period of four years with 1/48th of the shares underlying the option vesting on a monthly basis following the vesting commencement date (February 1, 2022), subject to continued service through each vesting date, and subject to accelerated vesting in certain circumstances as described above under “Severance plan.” |

  27. Outstanding equity awards at fiscal year-end

    | (5) Stock option award vests over a period of four years with 25% of the shares underlying the option vesting on the one-year anniversary of the vesting commencement date (December 17, 2020, December 11, 2019 and August 12, 2019 for Dr. Chacko’s January 26, 2021, December 11, 2019 and August 21, 2019 grants, respectively, and May 2, 2022 for Dr. Morris) and 1/48th of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date, and subject to accelerated vesting in certain circumstances as described above under “Severance plan.” |

  28. Outstanding equity awards at fiscal year-end

    | (6) Stock option award vests over a period of four years with 1/48th of the shares underlying the option vesting on a monthly basis following the vesting commencement date (September 23, 2020 for Dr. Chacko and |

  29. Outstanding equity awards at fiscal year-end

    | April 10, 2023 for Dr. Morris), subject to continued service through each vesting date, and subject to accelerated vesting in certain circumstances as described above under “Severance plan.” |

  30. Director compensation

    Director compensation Our director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Directors who are also employees of our company do not receive compensation for their service on the Board. We have reimbursed, and will continue to reimburse, our non-employee directors for their actual out-of-pocket costs and expenses incurred in connection with attending board and committee meetings.

  31. Non-employee director compensation program

    Non-employee director compensation program The non-employee director compensation program provides for annual retainer fees and/or long-term equity awards for our non-employee directors. Under the non-employee director compensation program in effect for 2024, each non-employee director received an annual retainer of $40,000, and the chair of the Board and/or lead independent director received an additional $30,000. Non-employee directors serving as the chairs of the audit, compensation and nominating and corporate governance committees received additional annual retainers of $15,000, $10,000, and $8,000, respectively. Non-employee directors serving as members of the audit, compensation and nominating and corporate governance committees received additional annual retainers of $7,500, $5,000, and $4,000, respectively. The non-employee directors also received initial grants of options to purchase 120,000 shares of our common stock, vesting over three years, upon election to the Board, and thereafter annual grants of options to purchase 60,000 shares of our common stock, vesting on the first to occur of (i) the first anniversary of the grant date or (ii) the next occurring annual meeting of our stockholders. In December 2024, the non-employee director compensation program for 2025 and thereafter was updated to: (i) increase the cash retainer for the chair and members of the compensation committee from $10,000 to $12,000, and $5,000 to $6,000, respectively; (ii) increase the cash retainer for the chair and members of the nominating and corporate governance committee from $8,000 to $10,000, and $4,000 to $5,000, respectively; (iii) increase the initial grant of options to purchase shares of our common stock from 120,000 shares to 240,000 shares; and (iv) increase the annual grant of options to purchase shares of our common stock from 60,000 shares to 120,000 shares. The remaining terms of the non-employee director compensation program remain unchanged. The non-employee director compensation program allows non-employee directors to elect to receive options to purchase shares of our common stock in lieu of receiving all of the cash retainer payable to such director in the next calendar year. Such election is voluntary and irrevocable for the applicable calendar year. In the event a non-employee director timely makes an election, such non-employee director will be granted a number of stock options under the 2021 Plan on the first day of the calendar year in which the cash retainer would otherwise be earned with a value equal to the aggregate dollar value of the cash retainer payable to the non-employee director for such calendar year based on the director’s committee assignments in effect on the last day of the preceding calendar year, as calculated on the grant date in accordance with the Black-Scholes option pricing model (utilizing the same assumptions that we utilized in connection in connection with the most recent stock options we granted prior to the grant date and the average closing price per share of our common stock for the calendar month preceding the grant date). The stock options will vest in twelve monthly installments on the last day of each calendar month following the date of grant. Compensation under our non-employee director compensation program is subject to the annual limits on non-employee director compensation set forth in the 2021 Plan. Our Board or its authorized committee may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth in the 2021 Plan (which limits will not apply to any non-employee director that serves in any additional capacity with the company for which he or she receives compensation or any compensation paid to any non-employee director prior to the calendar year following the calendar year in which this offering occurs). As provided in the 2021 Plan, our Board or its authorized committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Board or its authorized committee may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving non-employee directors.

  32. 2024 director compensation table

    2024 director compensation table The following table summarizes compensation received by our non-employee directors and Dr. Varney during the year ended December 31, 2024. Dr. Lim, our Chairman, Chief Executive Officer and Co-Founder, and Dr. Varney, our Chair of R&D and SAB member, are also members of our Board, but do not receive any additional compensation for their service as directors in addition to the compensation they receive as employees. Dr. Lim’s compensation is described further above. Dr. Varney is currently a non-executive employee. For a description of the employment arrangements with Dr. Varney, please see “Employment arrangements with Dr. Varney” above.

  33. 2024 director compensation table

    | Name | Fees earned or paid in cash ($)(1) | Option awards ($)(2) | All other compensation ($)(3) | Total ($) | | James A. Bristol, Ph.D. | 84,000 | 95,095 | — | 179,095 | | Alexander W. Casdin | 55,000 | 91,909 | — | 146,909 | | Julie Hambleton, M.D. | 52,500 | 85,866 | — | 138,366 | | Valerie Harding-Start, Ph.D. | 53,000 | 91,689 | — | 144,689 | | Jean I. Liu, J.D. | 47,500 | 91,085 | — | 138,585 | | Pratik S. Multani, M.D. | 44,000 | 90,700 | — | 134,700 | | Michael D. Varney, Ph.D. | — | 85,866 | 89,593 | 175,459 |

  34. 2024 director compensation table

    | (1) Amounts in this column represent the annual retainers to which the non-employee directors were entitled for 2024. Certain of the non-employee directors who were eligible to receive annual retainers elected to receive those annual retainers in the form of stock options, as described above. The number of options to be awarded was determined based on the Black-Scholes option pricing model on January 1, 2024, which resulted in a Black-Scholes value per share of $1.34. The grant date fair value of the options awarded to the non-employee directors, computed in accordance with FASB ASC 718, was higher than the annual retainers otherwise payable to them. See Note 10 to our consolidated financial statements included in our Annual |

  35. 2024 director compensation table

    | Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 20, 2025, for a description of the assumptions used in valuing our stock options. |

  36. 2024 director compensation table

    | (2) Represents the grant date fair value of stock options to purchase shares of our common stock computed in accordance with FASB ASC 718 and the incremental value of the annual retainers elected to be received in the form of stock options as follows: Dr. Bristol, $9,229; Mr. Casdin, $6,043; Dr. Harding-Start, $5,823; Ms. Liu, $5,219; and Dr. Multani, $4,834. See Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 20, 2025, for a description of the assumptions used in valuing our stock options. |

  37. 2024 director compensation table

    | (3) Amounts in this column for Dr. Varney include the base salary paid to him for his role as Chair of R&D during 2024 of $86,983 and a matching contribution of $2,610 under our 401(k) plan earned by Dr. Varney in 2024, which is expected to be made by us on behalf of Dr. Varney in 2025. |

  38. 2024 director compensation table

    The aggregate number of shares subject to stock options outstanding at December 31, 2024 for our non-employee directors and Dr. Varney was as follows:

  39. 2024 director compensation table

    | Name | Number of securities underlying options outstanding at December 31, 2024 | | James A. Bristol, Ph.D. | 222,747 | | Alexander W. Casdin | 201,084 | | Julie Hambleton, M.D. | 326,666 | | Valerie Harding-Start, Ph.D. | 387,090 | | Jean I. Liu, J.D. | 235,482 | | Pratik S. Multani, M.D. | 213,701 | | Michael D. Varney, Ph.D. | 554,999 |