DEF 14A of Travere Therapeutics, Inc., Mar 27, 2024

DEF 14A of Travere Therapeutics, Inc.

Filed Mar 27, 2024 · FY20230001438533-24-000012

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors is currently comprised of ten directors (Roy Baynes, Suzanne Bruhn, Timothy Coughlin, Eric Dube, Gary Lyons, Jeffrey Meckler, John A. Orwin, Sandra Poole, Ron Squarer and Ruth Williams-Brinkley). With the exception of Eric Dube who is our President and Chief Executive Officer, all current members of the Board of Directors meet the definition of “independent director” under the Nasdaq qualification standards. After each annual election, each director will then serve a term of one year (or, in each case, until their earlier resignation, removal from office, or death) and until a successor is duly elected and qualified. Officers of the Company serve at the discretion of the Board of Directors. There are no family relationships among the Company’s directors and executive officers.

  2. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting The following is a brief biography of each nominee for director. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating / Corporate Governance Committee to recommend that person as a nominee. However, each of the members of the Nominating / Corporate Governance Committee may have a variety of reasons why he believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members. All of the nominees are currently directors of the Company and all of the nominees were previously elected to the Board of Directors by the Company’s stockholders. Roy D. Baynes, M.D., Ph.D. has served as a director of the Company since June 2016. Since July 2022, Dr. Baynes has served as Executive Vice President and Chief Medical Officer of Eikon Therapeutics, Inc., a privately-held biotechnology company. Prior to Eikon Therapeutics, Inc., until April 2022 he served as Senior Vice President and Head of Global Clinical Development at Merck Research Laboratories, the research division of Merck and Co., Inc., commencing in December 2013 and as Chief Medical Officer of Merck and Co, Inc., a global healthcare company, commencing in July 2016. Prior to his roles at Merck, Dr. Baynes served as Senior Vice President of Oncology, Inflammation and Respiratory Therapeutics at Gilead Sciences, Inc., a biopharmaceutical company, from January 2012 to December 2013. Prior to Gilead, Dr. Baynes held positions of increasing responsibility at Amgen Inc., a biotechnology company, including Vice President of Global Clinical Development and Therapeutic Area Head for Hematology/Oncology. Before joining Amgen, Dr. Baynes was the Charles Martin Professor of Cancer Research at the Barbara Ann Karmanos Cancer Institute, a National Cancer Institute-designated Comprehensive Cancer Center, at Wayne State University. Dr. Baynes has authored more than 150 publications and is a member or fellow of several international medical societies. Dr. Baynes currently serves on the Board of Directors of Natera, Inc., a genetic testing and diagnostics company, and on the Board of Directors of CatalYm GmbH, a privately-held Germany based biotechnology company. Previously he served on the Board of Directors of Atara Biotherapeutics, Inc., a T-cell immunotherapy company. Dr. Baynes received his medical degree and doctorate in philosophy from the University of the Witwatersrand in South Africa, and completed his medical training in the Department of Hematology and Oncology at Johannesburg Hospital. Dr. Baynes was selected as a director because of his life sciences and medical expertise and his extensive drug development experience. Suzanne Bruhn, Ph.D. has served as a director of the Company since April 2020. Since November 2023, Dr. Bruhn has served as Chief Executive Officer of The Charcot-Marie-Tooth Association (CMTA), a patient advocacy organization dedicated to finding a cure for CMT, a rare, debilitating peripheral neuropathy. Previously, from May 2019 to December 2023, Dr. Bruhn served as the President and Chief Executive Officer of Tiaki Therapeutics Inc., a biotechnology company. Dr. Bruhn served as President and Chief Executive Officer of Proclara Biosciences, Inc., a biotechnology company, from April 2017 to September 2018, and as President and Chief Executive Officer of Promedior, Inc., a biotechnology company, from May 2012 to November 2015. Currently, Dr. Bruhn serves on the Boards of Directors of Pliant Therapeutics, Inc., Vigil Neuroscience, Inc., and Mind Medicine Inc. (MindMed). Previously, Dr. Bruhn served as a member of the Board of Directors of Raptor Pharmaceuticals Corp., a pharmaceutical company, from April 2011 until it was acquired by Horizon Pharma plc in October 2016, as a member of the Board of Directors of Novelion Therapeutics, Inc., a biopharmaceutical company, from October 2017 to January 2020, as a member of the Board of Directors of Aeglea BioTherapeutics, Inc., a clinical stage biotechnology company, from February 2017 to August 2020, and on the Board of Directors of Avalo Therapeutics, Inc. (formerly Cerecor, Inc.), a biopharmaceutical company from April 2020 to November 2021. Earlier in her career Dr. Bruhn served in roles of increasing responsibility at Shire Human Genetic Therapies (formerly Transkaryotic Therapies), including Senior Vice President, Strategic Planning and Program Management. Dr. Bruhn received her B.S. degree in Chemistry from Iowa State University and her Ph.D. in Chemistry from Massachusetts Institute of Technology. Dr. Bruhn was selected as a director because of her extensive global experience in the biopharmaceutical industry and her development and regulatory expertise in the area of rare disease. Timothy Coughlin has served as a director of the Company since March 2015. Mr. Coughlin is the former Chief Financial Officer of Neurocrine Biosciences, Inc., a biopharmaceutical company that received FDA approval for INGREZZA® (valbenazine) and ORILISSA® (elagolix), both of which were discovered and developed during his tenure at Neurocrine from 2002 to 2018. Mr. Coughlin currently serves on the board of directors of Fate Therapeutics, Inc., and as the Chair of the Board of Directors of aTyr Pharma, Inc., both biotechnology companies, and previously served on the Board of Directors of Peloton Therapeutics, Inc. prior to its sale to Merck in 2019. Prior to joining Neurocrine, he was with Catholic Health Initiatives, a nationwide integrated healthcare delivery system, where he served as Vice President, Financial Services. Earlier in his career Mr. Coughlin served as a Senior Manager in the Health Sciences practice of Ernst & Young LLP and its predecessors. Mr. Coughlin holds a master's degree in international business from San Diego State University and a bachelor’s degree in accounting from Temple University. Mr. Coughlin is a certified public accountant in both California and Pennsylvania. Mr. Coughlin was selected as a director because of his financial and audit experience as well as his pharmaceutical and life sciences public company experience. Eric Dube, Ph.D. has served as President and Chief Executive Officer of the Company and as a member of our board of directors since January 2019. Previously, Dr. Dube served as the Head of North America of ViiV Healthcare Limited, a pharmaceuticals company, since January 2018. From June 2015 to December 2017, Dr. Dube served as Sr. Vice President and Head, Global Respiratory Franchise, of GlaxoSmithKline Pharmaceuticals plc (“GSK”), a pharmaceutical company. From February 2013 to May 2015, Dr. Dube served as Senior Vice President and Business Unit Head, Respiratory Japan of GSK. Earlier in his career, Dr. Dube held positions of increasing responsibility at GSK including senior leadership roles in Strategy, Planning & Operations, Oncology, Managed Markets and Marketing. Dr. Dube currently serves on the Board of Directors for the Biotechnology Innovation Organization (BIO), and for Reneo Pharmaceuticals, Inc., a clinical stage pharmaceutical company focused on the development and commercialization of therapies for patients with rare genetic mitochondrial diseases. Previously, Dr. Dube served on the Board of Trustees for AIDS United, and on the Board of Directors for Biocom California. Dr. Dube holds a B.S. from Santa Clara University and a M.A. and Ph.D. from Cornell University. Dr. Dube was selected as a director because of his business and professional experience and extensive drug development and commercialization experience.

  3. Nominees for Election at the Annual Meeting

    Gary Lyons has served as a director of the Company since October 2014 and Chair of the Company since May 2016. Previously, Mr. Lyons was the founding President and Chief Executive Officer of Neurocrine Biosciences, Inc. and he remains a member of its Board of Directors. Prior to joining Neurocrine, Mr. Lyons held a number of senior management positions at Genentech, Inc., including Vice President of Business Development and Vice President of Sales. Mr. Lyons currently serves on the Board of Directors of Rigel Pharmaceuticals, Inc., a biotechnology company focused on developing drugs for the treatment of inflammatory/autoimmune and metabolic diseases. Previously, Mr. Lyons served on the Board of Directors of Eledon Pharmaceuticals, Inc. (formerly Novus Therapeutics, Inc.), from May 2017 to June 2023, and on the Board of Directors of Fresh Tracks Therapeutics, Inc. (formerly known as Brickell Biotech, Inc.) from August 2019 to September 2023. Mr. Lyons is also a Senior Advisor for HealthCare Royalty Partners. Mr. Lyons holds a B.A. in Marine Biology from the University of New Hampshire and an M.B.A. from Northwestern University’s J.L. Kellogg Graduate School of Management. Mr. Lyons was selected as a director because of his extensive experience in the pharmaceutical industry and his breadth and range of experience in operations, corporate leadership, strategy and commercialization. Jeffrey Meckler has served as a director of the Company since October 2014. Since August 2021, Mr. Meckler has served as Chief Executive Officer of Indaptus Therapeutics, Inc. (formerly Intec Inc.), a biopharmaceutical company. From April 2017 to August 2021, Mr. Meckler served as Chief Executive Officer and Vice Chair of the Board of Intec Pharma, Ltd. He served as Chief Executive Officer and a director of Cocrystal Pharma, Inc., a pharmaceutical company, from April 2015 to July 2016, as a director of QLT, Inc., an ultra-orphan ophthalmic biotechnology company based in Canada, from June 2012 to November 2016, as well as the Managing Director of The Andra Group, a life sciences consulting firm. Previously, Mr. Meckler acted as a director of several biopharmaceutical companies and medical device companies. Earlier in his career, Mr. Meckler held a series of positions at Pfizer Inc. in Manufacturing Systems, Market Research, Business Development, Strategic Planning and Corporate Finance, which included playing a significant role in acquisitions and divestitures. Mr. Meckler is the past President and continues to serve on the board of Children of Bellevue, a non-profit organization focused on advocating and developing pediatric programs at Bellevue Hospital Center. Mr. Meckler holds a B.S. in Industrial Management and M.S. in Industrial Administration from Carnegie Mellon University. In addition, Mr. Meckler received a J.D. from Fordham University School of Law. Mr. Meckler was selected as a director because he has over 30 years in the life sciences sector including business development, strategic planning and corporate finance. John A. Orwin has served as a director of the Company since March 2017. Since April 2018, Mr. Orwin has served as the President and Chief Executive Officer of Atreca, Inc., a biopharmaceutical company. From June 2013 through June 2017, Mr. Orwin served as Chief Executive Officer of Relypsa, Inc. and from June 2013 through March 2017 also served as President of Relypsa and served on its board of directors from June 2013 until Relypsa’s acquisition by the Galenica Group in September 2016. Prior to Relypsa, Mr. Orwin served as President and Chief Operating Officer of Affymax, Inc., a biotechnology company, from April 2010 to January 2011, and as Affymax’s Chief Executive Officer and a member of the board of directors from February 2011 to May 2013. Previously, Mr. Orwin served as Vice President and then Senior Vice President of the BioOncology Business Unit at Genentech, Inc. (now a member of the Roche Group), a biotechnology company, and served in various executive-level positions at Johnson & Johnson, a life sciences company. Prior to such roles, Mr. Orwin held senior marketing and sales positions at various life sciences and pharmaceutical companies, including Alza Corporation (acquired by Johnson & Johnson), SangStat Medical Corporation (acquired by Genzyme), Rhone-Poulenc Rorer Pharmaceuticals, Inc. (merged with Sanofi-Aventis) and Schering-Plough Corporation (merged with Merck). Mr. Orwin currently serves as the Chair of the Board of Directors of CARGO Therapeutics (formerly Syncopation Life Sciences), a biotechnology company, and as the Chair of the Board of Directors for AnaptysBio, Inc., a clinical-stage biotechnology company, and as the Chair of the Board of Directors of the privately held company Nested Therapeutics which is focused on precision oncology medicine. Previously, Mr. Orwin served as a member of the Board of Directors of Seagen Inc. from January 2014 to December 2023, the board of directors of NeurogesX, Inc., and on the board of directors of Array BioPharma Inc. from November 2012 until its acquisition by Pfizer in July of 2019. Mr. Orwin received a B.A. in Economics from Rutgers University and an M.B.A. from New York University. Mr. Orwin was selected as a director because of his extensive commercial and strategic business experience within the life sciences industry. Sandra Poole has served as a director of the Company since May 2019. Since July 2020, Ms. Poole has served as the Chief Operating Officer of Mythic Therapeutics, a clinical stage biotechnology company focused on the development of novel antibody-drug conjugates (ADCs) for cancer therapy. Prior to Mythic, Ms. Poole served as the Chief Operating Officer of LogicBio Therapeutics, Inc., a genome editing company from April 2018 to March 2019, and of Candel Therapeutics, a biotechnology company, from January 2020 to March 2020. Prior to LogicBio, Ms. Poole held executive roles of increasing responsibility at ImmunoGen, Inc., a company developing antibody-drug conjugates (ADCs) to treat cancer, including serving as Senior Vice President of Technical Operations from September 2014 to July 2015, Executive Vice President, Technical Operations from July 2015 to October 2016 and Executive Vice President, Technical Operations and Commercial Development from October 2016 to January 2017. From February 2017 to March 2018 Ms. Poole served as managing director of S.E.P. Life Sciences Consulting LLC (formerly S. Poole Consulting LLC), a biopharmaceutical consulting company. Before joining ImmunoGen, Ms. Poole spent more than 15 years in CMC product development and manufacturing leadership positions at Genzyme (now Sanofi), ultimately becoming SVP of Biologics Manufacturing, overseeing global manufacturing of six commercial products across five manufacturing sites in the US and EU. Previously, Ms. Poole served on the Supervisory Board for Valneva, SE a France based vaccine company, and on the Board of Directors of ViaCyte, a privately held biotechnology company until its acquisition by Vertex Pharmaceuticals Incorporated in July of 2022. Ms. Poole holds an M.A.Sc. and a B.A.Sc. in chemical engineering from the University of Waterloo (Canada). Ms. Poole was selected as a director because of her extensive manufacturing strategy, technical operations, and product development experience across multiple therapeutic areas in the biopharmaceutical industry.

  4. Nominees for Election at the Annual Meeting

    Ron Squarer has served as a director of the Company since April 2017. Since June 2023, Mr. Squarer has served as Chair of the Board of Directors of Deciphera Pharmaceuticals, Inc., a commercial-stage biopharmaceutical company, where he has served as a Director since December 2019. Mr. Squarer has also served as Chair of the Board of Directors of ADC Therapeutics SA, a commercial-stage biopharmaceutical company, since March 2020. Mr. Squarer has extensive commercial, development and executive leadership expertise from a greater than 25-year career in the pharmaceutical industry. Previously, Mr. Squarer served as the Chief Executive Officer and a member of the Board of Directors of Array BioPharma, Inc., an oncology focused biopharmaceutical company from April 2012 to July 2019, when Array BioPharma, Inc. was acquired by Pfizer, Inc. at an enterprise value of approximately $11.4 billion. Prior to this, Mr. Squarer held positions of increasing responsibility with Hospira Inc., a global pharmaceutical and medical device company, including serving as Senior Vice President, Chief Commercial Officer, where he was responsible for delivering $4 billion in annual revenue and leading more than 2,000 employees worldwide. Mr. Squarer joined Hospira from Mayne Pharma, an oncology-focused, global pharmaceutical company, where he served as Senior Vice President, Global Corporate and Business Development when Mayne was sold to Hospira for $2 billion in 2007. Prior to Mayne Pharma, Mr. Squarer held senior management roles at both Pfizer, Inc., focused on global oncology commercial development, and at SmithKline Beecham Pharmaceuticals (now GlaxoSmithKline) in the U.S. and Europe. Mr. Squarer holds an MBA from the Kellogg School of Management, Northwestern University and a bachelor’s degree in biochemistry from the University of California, Berkeley. Mr. Squarer was selected as a director because of his extensive commercial, development and executive leadership expertise in the pharmaceutical industry. Ruth Williams-Brinkley has served as a director of the Company since September 2021. In January 2024, Ms. Williams-Brinkley retired as President of the Kaiser Foundation Health Plan of the Mid-Atlantic States, where she led all of Kaiser Permanente’s care delivery and health plan operations in Washington, D.C., suburban Maryland, Baltimore, and Northern Virginia since June 2020. She joined Kaiser Permanente in 2017 as President of Kaiser Foundation Health Plan and Hospitals of the Northwest, in Portland, Oregon. Prior to joining Kaiser, Ms. Williams-Brinkley served as CEO of KentuckyOne Health, an affiliate of CommonSpirit Health, from 2011 to 2017, as President and CEO of Carondelet Health Network in Tucson, Arizona, an affiliate of Ascension Health, from 2008 to 2011, and as President and CEO of Memorial Health Care System of Chattanooga, Tennessee, an affiliate of CommonSpirit Health, from 2002 to 2008. Currently Ms. Williams-Brinkley serves on the Board of Directors of Natera, Inc., on the Board of Trustees of the University of Phoenix, and on the not for profit Boards of DePaul University in Chicago, Illinois, and Allina Health. Previously, she served as a member of the Board of Directors of Results Physiotherapy, a private care delivery company until it was acquired by Upstream Rehabilitation in 2021, and Chattem, Inc. until it was acquired by Sanofi in 2009. Earlier in her career, Ms. Williams-Brinkley held various nursing staff and management roles of increasing responsibility. Ms. Williams-Brinkley received her B.S. and Master of Science in Nursing from DePaul University and is a Life Fellow of the American College of Healthcare Executives. Ms. Williams-Brinkley was selected as a director because of her extensive strategic, operational and business experience and her expertise within the healthcare field.

  5. A VOTE FOR EACH NAMED NOMINEE

    A VOTE FOR EACH NAMED NOMINEE

  6. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  7. Compensation Program Highlights

    Compensation Program Highlights Pay for Performance/At Risk Pay •A significant portion of our CEO’s and other executive officers’ compensation is at risk; this includes cash incentives, stock options and vesting of previously granted performance restricted stock units (“PSUs”). Independent Compensation Consultant and Analysis •The Compensation Committee engages an independent compensation consultant to analyze the competitive landscape and make recommendations regarding the compensation of our executive officers.

  8. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee reviews and approves the Company’s compensation policies and also provides Board level oversight of the Company’s Human Capital initiatives, as described above under Board of Directors and Corporate Governance, Compensation Committee. Since May 2022, the Compensation Committee has consisted of Messrs. Orwin and Coughlin, Dr. Bruhn and Ms. Williams-Brinkley. As discussed in greater detail below, the Compensation Committee takes into consideration peer groups, survey data and advice from independent compensation consultants when setting our compensation structure and compensation philosophy. The Compensation Committee’s complete roles and responsibilities are set forth in a written charter which was adopted by the Board of Directors and is available at www.travere.com. Some of the significant compensation related roles and responsibilities of the Compensation Committee include: •reviewing and approving (or, if it deems appropriate, making recommendations to the Board of Directors regarding) corporate performance goals and objectives, which shall support and reinforce the Company’s long-term strategic goals, relevant to the Company’s compensation plans and programs; •evaluating and approving (or, if it deems appropriate, making recommendations to the Board of Directors regarding) the compensation plans and programs advisable for the Company, as well as the modification or termination of existing plans and programs; •evaluating (including, if it deems appropriate, with the input of some or all of the other members of the Board of Directors) risks associated with and potential consequences of the Company’s compensation policies and practices, as applicable to all employees of the Company, and assessing whether risks and consequences arising from the Company’s compensation policies and practices for its employees, as may be mitigated by any other compensation policies and practices, are reasonably likely to have a material adverse effect on the Company; •establishing policies with respect to equity compensation arrangements, with the objective of appropriately balancing the perceived value of equity compensation and the dilutive and other costs of that compensation to the Company; •establishing policies for allocating between long-term and currently paid out compensation, between cash and non-cash compensation and the factors used in deciding between the various forms of compensation; •establishing elements of corporate performance for purposes of increasing or decreasing compensation; •overseeing and monitoring the Company’s initiatives, strategies and policies related to human capital management within the Company’s workforce, including with respect to policies on diversity and inclusion, workplace environment and safety, and corporate culture; •reviewing regional and industry-wide compensation practices and trends to assess the propriety, adequacy and competitiveness of the Company’s executive compensation programs among comparable companies in the Company’s industry; however, the Committee shall exercise independent judgment in determining the appropriate levels and types of compensation to be paid; •periodically reviewing and approving (or, if it deems appropriate, making recommendations to the Board of Directors regarding) the adequacy of director compensation; •reviewing and approving (or, if it deems appropriate, making recommendations to the Board of Directors regarding) the terms of any employment agreements, severance arrangements, change-of-control protections and any other compensatory arrangements (including, without limitation, any material perquisites and any other form of compensation) for the Company’s officers, including reviewing and approving (or, if it deems appropriate, making recommendations to the Board of Directors regarding) any payments, compensation or other awards under such agreements and arrangements; •evaluating the efficacy of the Company’s compensation policy and strategy in achieving expected benefits to the Company and otherwise furthering the Committee’s policies; and •reviewing and considering the results of any advisory vote on executive compensation, as applicable.

  9. Compensation Consultants and Peer Group

    Compensation Consultants and Peer Group The Compensation Committee uses the services of an independent compensation consultant who is retained by and reports directly to the Compensation Committee. The Compensation Committee selected Human Capital Solutions practice, formerly known as Radford, at Aon plc (“Aon”), as a third-party compensation consultant to assist the Compensation Committee in establishing 2023 and 2024 overall compensation levels. Aon conducted analyses and provided advice on, among other things, the appropriate peer group, executive compensation for our executive officers and compensation trends in the life sciences industry. In 2023, the cost of Aon’s consulting services directly related to compensation committee support was approximately $182,000. In addition, in 2023, our human resources department participated in various human resources and compensation surveys and obtained general benchmarking survey data from Human Capital Solutions at a cost of approximately $27,000 and also engaged Aon for certain equity valuation services at a cost of approximately $84,000 as well as performance analytics in an amount of approximately $30,000 for such services performed during 2023. Management also engaged with the Commercial Risk Solutions group of Aon plc for various insurance-related products and insurance brokerage services. The aggregate Aon revenue from these additional services in 2023 (not related to Aon’s Compensation Committee consulting services) was approximately $484,000. Although the Compensation Committee was aware of the nature of the services performed by Aon affiliates and the non-executive employee compensation survey data, employee rewards advisory services and pay vs. performance disclosure support provided by Aon, the Compensation Committee did not review and approve such services, surveys and insurance premiums and policies, as those were reviewed and approved by management in the ordinary course of business. Aon maintains certain policies and practices to protect the independence of the executive compensation consultants engaged by the Compensation Committee. In particular, Aon provides an annual update to the Compensation Committee on the financial relationship between Aon and the Company, and provides written assurances that, within Aon, the Human Capital Solutions consultants who perform executive compensation services for the Compensation Committee have compensation determined separately from Aon’s other lines of business and from the other services it provides to the Company. These safeguards were designed to help ensure that the Compensation Committee’s executive compensation consultants continued to fulfill their role in providing independent, objective advice. In light of the foregoing, the Compensation Committee has assessed the independence of Aon pursuant to SEC rules and Nasdaq listing standards and concluded that there was no conflict of interest that would prevent Aon from independently advising the Compensation Committee. In order to evaluate the Company’s competitive position in the industry related to executive officer compensation, the Compensation Committee has historically reviewed and analyzed the compensation packages, including base salary levels, cash incentive awards and equity awards, offered by biotechnology and pharmaceutical companies within a designated peer group, and with data from Aon’s Global Life Sciences Survey for similarly sized companies. The Compensation Committee believes selection of a broad peer group on an annual basis provides the best long-term trend data for companies that compete with the Company for talent. The peer group is established annually by the Compensation Committee based on the advice of its independent compensation consultant taking into consideration various factors including size, market capitalization, location in relation to key biotech talent hubs, and comparable stage of development. 2023 Peer Group In August 2022, when developing a proposed list of our peer group companies to be used in connection with making compensation decisions for 2023, Aon selected primarily commercial biopharmaceutical companies with revenues generally between $100 million and $600 million, market capitalization generally between $500 million and $4.5 billion and employee headcount generally between 100 and 850, based on our then-current revenue, market capitalization and headcount. Aon recommended, and our Committee approved, the following peer group for 2023: Amicus Therapeutics (FOLD), Arrowhead Pharmaceuticals (ARWR), Collegium Pharmaceutical (COLL), Corcept Therapeutics (CORT), Dynavax Technologies (DVAX), Eagle Pharmaceuticals (EGRX), Enanta Pharmaceuticals (ENTA), ImmunoGen (IMGN), Insmed (INSM), Intercept Pharmaceuticals (ICPT), Ironwood Pharmaceuticals (IRWD), Ligand Pharmaceuticals (LGND), Pacira BioSciences (PCRX), PTC Therapeutics (PTCT), Sorrento Therapeutics (SRNE), Supernus Pharmaceuticals (SUPN), Ultragenyx Pharmaceutical (RARE), Vanda Pharmaceuticals (VNDA), and Vericel Corporation (VCEL). The 2023 peer group reflects the following changes from our 2022 peer group, all of which were recommended by Aon and approved by our Committee: (i) the removal of Anika Therapeutics (ANIK), Flexion Therapeutics (FLXN), Heron Therapeutics (HRTX), Omeros Corportation (OMER) and Rigel Pharmaceuticals (RIGL); and (ii) the addition of FOLD, ARWR, DVAX, IRWD and RARE. The Committee utilizes the peer group data, with input from Aon, to determine appropriate levels of cash and equity compensation, as well as to compare compensation structures and programs among similarly situated companies.

  10. Components of Compensation

    Components of Compensation The Company’s compensation program for executive officers consists of: base salary, cash incentives, long-term equity awards, retirement benefits as provided under the Company’s 401(k) plan, severance agreements and other benefits. The Company uses the peer group established by the Compensation Committee as a guideline for establishing base salaries, cash incentives and long-term equity award components of compensation. The CEO annually reviews the performance of each executive officer (other than himself) and reports the results of the reviews to the Compensation Committee. The independent members of the Board of Directors, in consultation with the Compensation Committee, annually review the performance of the CEO. The Compensation Committee considers each executive officer’s performance, contribution to goals, responsibilities, experience, qualifications, and where in the competitive range the executive officer compares to the Company’s identified peer group when determining the appropriate compensation for each executive officer. The Compensation Committee considers each component of compensation independently and therefore there is no direct correlation between any of the components. Each compensation component is described below. Base Salary The base salary is designed to provide a fixed and predictable level of compensation for our executive officers and to compensate executive officers competitively at levels necessary to attract and retain qualified executives in the life sciences industry. As a general matter, the base salary for each executive officer is based on the scope of each executive officer’s responsibilities, as well as their qualifications, breadth of experience, performance record and depth of applicable functional expertise. The base salary is established and adjusted to be within the range of the applicable peer group, enabling the Company to attract, motivate, reward and retain highly skilled executives. Base salaries of the executive officers are reviewed by the Compensation Committee annually in light of Company goal attainment, executive officer performance and peer group data. Year-to-year adjustments to each executive officer’s base salary are based upon sustained superior performance, changes in the general level of base salaries of persons in comparable positions within our industry, and the average merit salary increase for such year for all employees of the Company established by the Compensation Committee, as well as other factors the Compensation Committee judges to be pertinent during an assessment period. In making base salary decisions, the Compensation Committee exercises its judgment to determine the appropriate weight to be given to each of these factors. Adjustments may also be made during the fiscal year for promotions, highly urgent retention reasons, superior performance in response to changed or challenging circumstances, and similar special circumstances. In January 2023, our Compensation Committee reviewed and determined the 2023 base salaries for each of the NEOs as set forth in the table below, taking into account the factors relevant for setting salaries as described above. With respect to approving the salary increase for Dr. Dube set forth in the table below, in consultation with the other independent members of the Board, the Compensation Committee took into account Dr. Dube’s continued strong performance during 2022, as well as market data and the desired positioning for Dr. Dube’s CEO compensation package. With the evolution of the Company’s peer group from 2022 to 2023, it was desired to position Dr. Dube’s total direct compensation for 2023 at approximately the 50th percentile of peer companies. For the other executive officers, the Compensation Committee also reviewed performance and compensation positioning relative to peer group market data and approved merit increases for each of the remaining NEOs and salary adjustments where needed to better align with peer group market data, particularly with respect to Messrs. Cline and Heerma.

  11. Components of Compensation

    The Compensation Committee’s philosophy in establishing the Company’s cash incentive program is to provide a mix of compensation between base salary and total cash compensation such that a meaningful portion of the total target cash compensation is at risk for executive officers each year. The cash incentive program, including corporate goals and target payouts, are reviewed and approved by the Compensation Committee annually. The corporate goals are prepared in an interactive process between management and the Board of Directors based on the Company’s business plan and budget for the year and are designed to be challenging but achievable. Cash incentive payments are linked to the attainment of overall corporate goals. The Compensation Committee establishes the target and maximum potential amount of each executive officer’s cash incentive payment annually. In December 2022, the Compensation Committee approved the adoption of the Company’s 2023 Executive Officer Annual Bonus Plan (the “2023 Bonus Plan”) for the executive officers of the Company. Pursuant to the terms of the 2023 Bonus Plan, the target bonus percentage was set at 75% of base salary for the Company’s CEO and 50% of base salary for the other executive officers. The amount paid to our CEO, as well as to our other executive officers, under the 2023 Bonus Plan was based entirely on the determination by the Compensation Committee or the Board of the achievement by the Company of corporate performance goals. The amounts paid under the 2023 Bonus Plan were based on the determination by the Compensation Committee and the Board of Directors of the achievement of the 2023 corporate performance goals at the 98% level. Based on actual performance during 2023, the Compensation Committee was permitted, in its sole discretion, to increase or decrease the amounts paid under the 2023 Bonus Plan within a range between 0% and 150%. Both the target and maximum target percentages set forth in the 2023 Bonus Plan were consistent with the applicable peer group data for the CEO as well as the other executive officers. Under the 2023 Bonus Plan, an executive officer must be an employee of the Company on the date the cash incentive is actually paid in order to receive the cash incentive. An employee who becomes an executive officer during the fiscal year may be eligible for a pro-rated cash incentive at the discretion of the Compensation Committee, generally provided the executive officer has been employed a minimum of three months during the calendar year. The Compensation Committee believes that the performance goals established for incentives do not encourage excessive risk taking or have potential for encouraging behavior that may impact the Company negatively in future years. The corporate performance goals under the 2023 Bonus Plan related to (i) pipeline progression targets, including goals regarding the launch of FILSPARI for IgAN in the US, internal development and regulatory milestones, and the initiation of the pivotal Phase 3 HARMONY Study to support the potential approval of pegtibatinase for the treatment of classical HCU; (ii) continued execution of the DUPLEX and PROTECT Studies; (iii) pipeline diversification; (iv) pipeline enablement, including the optimization of pegtibatinase clinical supply and of sparsentan for commercial launch; (v) managing our budget to our strategic priorities and continued revenue generation; (vi) maintaining a robust quality culture and a strong organizational culture; and (vii) supporting diversity, equity and inclusion within the organization, as well as within the rare disease community. The Compensation Committee did not assign formal weightings to the corporate performance goals under the 2023 Bonus Plan. In January 2024, the Compensation Committee, in consultation with the other independent members of the Board of Directors, determined that the overall corporate performance goal achievement for 2023 was at the 98% level. The basis for such determination included: •The grant of accelerated approval by FDA to our first development program, FILSPARI® (sparsentan), which is indicated to reduce proteinuria in adults with primary IgAN at risk of rapid disease progression; •The successful commercial launch of FILSPARI in the US; •Together with our collaborator CSL Vifor, the continued progress toward a potential conditional marketing authorization (CMA) for sparsentan for the treatment of IgAN in the EU, following which we received a positive recommendation from CHMP in February 2024; the CHMP opinion provides the basis for the European Commission’s final decision regarding CMA for sparsentan, expected in April 2024; •The completion of the readout of the 2-year confirmatory endpoint data from the PROTECT Study ahead of schedule, and the completion of a successful pre-NDA meeting with the FDA for FILSPARI in IgAN, which led to the submission of a supplemental New Drug Application in March 2024; •The completion of the readout of the DUPLEX study; •The initiation of the pivotal Phase 3 HARMONY Study to support the potential approval of pegtibatinase for the treatment of classical HCU; •The successful completion of the sale of our bile acid portfolio, including Cholbam® (cholic acid) and Chenodal® (chenodiol), to Mirum Pharmaceuticals, pursuant to which we received an upfront cash payment of $210.0 million and are eligible to receive up to $235.0 million of potential future milestone-based payments; •The continued commercial growth of our approved products, resulting in 2023 net product sales of approximately $127.5 million, (which excludes our 2023 sales of products in the bile acid portfolio that we divested in August 2023); •Continued progress on our CMC/technical operations initiatives for our products and product candidates, including maintaining product inventory levels; •Recognition of management’s prudent cash management, including managing within budget while evolving the Company’s strategic priorities in the first year of launch, monetization of the bile acid portfolio and implementation of cuts in operating expenses, which together enabled a meaningful extension of our cash runway; •The transaction we negotiated with Renalys Pharma, Inc. to bring sparsentan to patients in Japan and other countries in Asia, which agreement became effective in January 2024, and pursuant to which we received an upfront payment, an equity stake in Renalys, and are eligible to receive up to $120 million in potential future tiered royalties and regulatory, development and sales-based milestone payments; and •Continued focus on maintaining our culture, including emphasis on quality metrics and employee wellness. Advanced the development of an enterprise-wide diversity, equity, inclusion and belonging (DEIB) strategy for implementation in 2024 to further strengthen culture. Continued to support external organizations, with a focus on health equity. Based on these achievements and considerations, the Compensation Committee concluded, in consultation with the other independent members of the Board, that the overall corporate goal achievement for 2023 was at a 98% level. Accordingly, in January 2024, the Compensation Committee approved incentive payouts for our NEOs under the 2023 Bonus Plan as described below:

  12. Components of Compensation

    | Named Executive Officer | 2023 Target Bonus % | Actual Bonus % | 2023 Bonus Payment | | Eric Dube, Ph.D. | 75% | 73.50% | $588,000 | | Christopher Cline | 50% | 49.00% | $230,300 | | Peter Heerma | 50% | 49.00% | $240,100 | | Elizabeth Reed | 50% | 49.00% | $230,300 | | William E. Rote, Ph.D. | 50% | 49.00% | $240,100 |

  13. Components of Compensation

    Long-Term Equity Awards The Compensation Committee provides the Company’s executive officers with long-term incentive compensation through grants of stock options, restricted stock units (“RSUs”), and PSUs under the Company’s equity compensation plans. These equity-based programs create a strong link to the Company’s long-term financial performance, create an ownership culture and closely align the interests of our executive officers with those of our stockholders. The Compensation Committee believes that these grants directly motivate an executive officer to maximize long-term stockholder value and serve as an effective tool for incentivizing and retaining those executive officers who are most responsible for influencing stockholder value. The grants also utilize vesting periods, either performance-based or time-based, that encourage key executive officers to continue in the employ of the Company. The Compensation Committee considers each grant taking into account a variety of factors such as the individual performance of the executive officer, the anticipated contribution of the executive officer to the attainment of the Company’s long-term strategic performance goals, and the ability of such grants to retain and motivate key executive officers. The equity awards for each year are set to be competitive with the applicable peer group to enable the Company to attract, motivate, and retain highly skilled executive officers. Long-term incentives granted in prior years are also taken into consideration as it relates to their retention value for the executive officers, but generally play a limited role in current year determinations. Although the Company has no official policy in this respect, it has been the Company’s practice to make equity-based awards to our executive officers on an annual basis. In 2018, the Compensation Committee approved the application of a standard vesting schedule for both new hire and annual employee stock option grants, with such grants having a one-year cliff vest for 25% of the option award with the remaining 75% of the option award vesting monthly over the remaining three years. Additionally, all stock option awards are priced based upon the closing price of the Company’s common stock on the date of grant. In 2018, the Compensation Committee implemented a practice of providing a portion of the annual time-based equity grants in the form of RSUs that vest on an annual basis, ratably, over four years. For 2023, approximately 37.5% of the executive officers’ annual equity grants were provided in the form of RSUs, 12.5% were provided in the form of PSUs, and approximately 50% provided in the form of stock options, with the RSUs and stock options vesting pursuant to the above-described vesting schedule, and the PSU grants vesting upon achievement of certain corporate objectives. Annual equity-based awards to our executive officers are reviewed by the Compensation Committee in light of Company goal attainment, executive officer performance evaluations and peer group data. The Compensation Committee also considers the Company’s annual burn rate of equity grants as compared to industry standards when determining the long-term equity component of compensation. Burn rate is defined as the number of shares underlying equity grants for a given year divided by the weighted average shares outstanding for that same year. 2023 Annual Grants In January 2023, the Compensation Committee approved annual stock option awards, RSUs and PSUs for the Company’s eligible executive officers. The equity-based awards were determined based on the Company’s 2022 performance, each executive officer’s individual performance, each executive officer’s contribution to long-term strategic and performance goals and market data, as well as retention and motivation of the executive officers. The individual grants of stock options, RSUs and PSUs to the NEOs were: 54,500 stock options, 20,250 RSUs, and 6,750 PSUs for each of Messrs. Cline and Heerma, Dr. Rote and Ms. Reed; and 260,000 stock options, 97,500 RSUs and 32,500 PSUs for Dr. Dube. Dr. Dube’s 2023 equity award was granted as a result of the Compensation Committee’s and Board’s assessment of Dr. Dube’s strong contribution to the Company’s performance during 2022, a review of long-term incentive compensation paid to other peer group CEOs (based on market data provided by Aon) and an analysis of the retentive value of Dr. Dube’s current equity holdings. The Compensation Committee determined with respect to the 2023 equity grants made to the executive officers that the use of stock options, which vest over four years with 25% vesting after one year and the remainder vesting monthly over the following three years, RSUs which vest annually over a four-year period, and PSUs, which vest upon achievement of certain corporate objectives, in each case contingent on continuous service through the vesting date, were the appropriate equity compensation vehicles. Vesting of the PSUs was designed to require significant effort and success over time for the executive officers to realize any value from these grants. If the performance based vesting criteria are achieved, we believe significant shareholder value will be created. The PSUs granted in 2023 vest upon achievement of a specified clinical/regulatory milestone; provided, however, that in no event will such PSUs vest prior to the 12-month anniversary of their date of grant. In addition, the PSUs granted in 2023 as part of the annual equity grant will expire four years from the date of grant to the extent the specified performance milestone is not achieved by such date. 2023 Modification to Prior Grants Effective August 31, 2023, our Compensation Committee approved the accelerated vesting of 66% of the 2020 performance restricted stock units (PSUs) that were to vest upon specified clinical or regulatory milestones related to the Company's bile acid portfolio.The balance of the 2020 PSU awards related to the bile asset portfolio were canceled. The Compensation Committee took this action due to the successful sale of the bile acid portfolio and based on the fact that the Company was on track to meet these clinical and regulatory milestones prior to the sale. Retirement Benefits The terms of the Company’s 401(k) Savings Plan (the “401(k) Plan”) provide for executive officer and broad-based employee participation on the same general terms. Under the 401(k) Plan, all Company employees are eligible to receive discretionary matching contributions from the Company that have three-year vesting, based on the terms of the 401(k) Plan. The Company’s matching contribution to the 401(k) Plan is 50% of eligible participant contributions up to 7% of earnings, subject to applicable federal limits. Beginning in 2022, the Company also matches the over 50 “catch-up” contributions, subject to the foregoing limit. Other Benefits Executive officers are eligible to participate in the Company’s employee benefit plans on the same terms as all other full-time employees. These plans include medical, dental and life insurance. Executive officers are eligible for four weeks of vacation. Severance Benefits Executive officers are eligible to receive severance benefits in connection with terminations of employment as more fully described below in Employment Contracts. The Compensation Committee believes that the executive officer severance arrangements reflect current market standards and severance benefits competitive with those provided by our peer group. The Compensation Committee believes that in order to continue to retain the services of our key executive officers, it is important to provide them with some income and benefit protection against an involuntary termination of employment.

  14. Components of Compensation

    The Compensation Committee further believes that in order to continue to retain the services of our key executive officers and focus their efforts on stockholder interests when considering strategic alternatives, it is important to provide them with enhanced income and benefit protection against loss of employment in connection with a change of control of the Company and thereby align the interests of our stockholders and our executive officers. These benefits are triggered upon a job loss or constructive termination in connection with a change of control, rather than solely in the event of a change of control, because we believe that our executive officers are materially harmed only if a change of control results in our executive officers’ involuntary loss of employment, reduced responsibilities, reduced compensation, or other adverse change in the nature of the employment relationship.

  15. Summary Compensation Table

    Summary Compensation Table

  16. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Non-Equity Incentive Compensation ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Eric Dube, Ph.D. | 2023 | 795,834 | — | 588,000 | 3,042,581(2) | 3,133,104 | 15,440(3) | 7,574,959 | | President, Chief Executive Officer and Director | 2022 | 746,667 | — | 590,625 | 2,081,640 | 2,321,557 | 13,001(4) | 5,753,490 | | | 2021 | 708,021 | — | 553,800 | 1,539,149 | 2,926,180 | 11,860(5) | 5,739,010 | | Christopher Cline (6) | 2023 | 466,667 | — | 230,300 | 604,800 | 656,747 | 12,976(7) | 1,971,490 | | Chief Financial Officer | 2022 | 397,204 | — | 225,750 | 671,310 | 1,019,974 | 11,408(8) | 2,325,646 | | Peter Heerma | 2023 | 487,167 | — | 240,100 | 604,800 | 656,747 | 15,100(9) | 2,003,914 | | Chief Commercial Officer | 2022 | 453,190 | — | 239,400 | 761,200 | 538,929 | 13,028(10) | 2,005,747 | | | 2021 | 421,685 | — | 253,368 | 403,200 | 791,194 | 11,529(11) | 1,880,976 | | Elizabeth Reed | 2023 | 468,417 | — | 230,300 | 648,327(12) | 656,747 | 14,917(13) | 2,018,708 | | Senior Vice President and General Council | 2022 | 449,124 | — | 236,775 | 761,200 | 538,929 | 12,488(14) | 1,998,516 | | | 2021 | 427,887 | — | 257,094 | 403,200 | 791,194 | 11,696(15) | 1,891,071 | | William E. Rote, Ph.D. | 2023 | 488,417 | — | 240,100 | 648,327(16) | 656,747 | 19,508(17) | 2,053,099 | | Senior Vice President and Head of Research and Development | 2022 | 470,204 | — | 247,275 | 761,200 | 538,929 | 15,773(18) | 2,033,381 | | | 2021 | 460,881 | — | 276,864 | 403,200 | 791,194 | 14,601(19) | 1,946,740 |

  17. Summary Compensation Table

    _______________________ (1)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the equity awards granted during 2021, 2022 and 2023 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (ASC 718). The grant date fair value reported for PSUs reflects the probable achievement of performance conditions applicable to the PSUs as of the grant date. These amounts do not reflect the actual economic value that will be realized by the named executive officer in connection with such equity awards. For a discussion of valuation assumptions, see Note 12 of the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (2)Includes the fair value of an equity award modification of $130,581, computed in accordance with ASC 718. This equity award modification relates to PSUs that were granted in January 2020 and which were to vest upon specified clinical/regulatory milestones related to Chenodal, which was part of the bile acid product portfolio that was sold to Mirum Pharmaceuticals in August 2023. In connection with the successful sale, and because the Company could no longer achieve the milestones following the sale, the Compensation Committee approved the vesting of 66% of the shares underlying the PSU upon the closing of the sale to Mirum, and the remainder of the award was cancelled. (3)Represents $2,470 for Group Term Life Insurance, $11,550 for the Company's 401(k) match and $1,420 in service awards and company logowear. (4)Represents $1,710 for Group Term Life Insurance, $10,250 for the Company's 401(k) match and $1,041 in service awards and company logowear. (5)Represents $1,710 for Group Term Life Insurance, $9,750 for the Company's 401(k) match and $400 in company logowear. (6)Mr. Cline was appointed Chief Financial Officer effective as of September 1, 2022. (7)Represents $981 for Group Term Life Insurance, $11,250 for the Company's 401(k) match and $745 in service awards and company logowear. (8)Represents $697 for Group Term Life Insurance, $10,250 for the Company's 401(k) match and $461 in service awards and company logowear. (9)Represents $2,622 for Group Term Life Insurance, $11,550 for the Company's 401(k) match and $928 in service awards and company logowear. (10)Represents $1,742 for Group Term Life Insurance, $10,675 for the Company's 401(k) match and $611 in service awards and company logowear. (12)Includes the fair value of an equity award modification of $43,527, computed in accordance with ASC 718. This equity award modification relates to PSUs that were granted in January 2020 and which were to vest upon specified clinical/regulatory milestones related to Chenodal, which was part of the bile acid product portfolio that was sold to Mirum Pharmaceuticals in August 2023. In connection with the successful sale, and because the Company could no longer achieve the milestones following the sale, the Compensation Committee approved the vesting of 66% of the shares underlying the PSU upon the closing of the sale to Mirum, and the remainder of the award was cancelled. (13)Represents $2,622 for Group Term Life Insurance, $11,550 for the Company's 401(k) match and $745 in service awards and company logowear. (14)Represents $1,757 for Group Term Life Insurance, $10,250 for the Company's 401(k) match, $180 for other benefit and $301 in service awards and company logowear. (15)Represents $1,400 for Group Term Life Insurance, $9,750 for the Company's 401(k) match and $546 in company logowear. (16)Includes the fair value of an equity award modification of $43,527, computed in accordance with ASC 718. This equity award modification relates to PSUs that were granted in January 2020 and which were to vest upon specified clinical/regulatory milestones related to Chenodal, which was part of the bile acid product portfolio that was sold to Mirum Pharmaceuticals in August 2023. In connection with the successful sale, and because the Company could no longer achieve the milestones following the sale, the Compensation Committee approved the vesting of 66% of the shares underlying the PSU upon the closing of the sale to Mirum, and the remainder of the award was cancelled. (17)Represents $7,087 for Group Term Life Insurance, $11,550 for the Company's 401(k) match and $871 in service awards and company logowear. (18)Represents $4,525 for Group Term Life Insurance, $10,675 for the Company's 401(k) match and $573 in service awards and company logowear. (19)Represents $4,370 for Group Term Life Insurance, $9,750 for the Company's 401(k) match and $481 in company logowear.

  18. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table presents information regarding the grants of plan-based awards to the NEOs made during the fiscal year ended December 31, 2023:

  19. Grants of Plan Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: No. of Shares or Units (#) | All Other Option Awards: No. of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Eric Dube, Ph.D. | N/A | (1) | $600,000 | $900,000 | | | | | | | | | | 1/31/2023 | | | | | | | | 260,000 | $22.40 | $3,133,104(3)(4) | | | 1/31/2023 | | | | (2) | 32,500 | (2) | | | | $728,000(5) | | | 1/31/2023 | | | | | | | 97,500 | | | $2,184,000(5) | | | 8/30/2023 | | | | | 9,900 | | | | | $130,581(6) | | Christopher Cline | N/A | (1) | $235,000 | $352,500 | | | | | | | | | | 1/31/2023 | | | | | | | | 54,500 | $22.40 | $656,747(3)(4) | | | 1/31/2023 | | | | (2) | 6,750 | (2) | | | | $151,200(5) | | | 1/31/2023 | | | | | | | 20,250 | | | $453,600(5) | | Peter Heerma | N/A | (1) | $245,000 | $367,500 | | | | | | | | | | 1/31/2023 | | | | | | | | 54,500 | $22.40 | $656,747(3)(4) | | | 1/31/2023 | | | | (2) | 6,750 | (2) | | | | $151,200(5) | | | 1/31/2023 | | | | | | | 20,250 | | | $453,600(5) | | Elizabeth Reed | N/A | (1) | $235,000 | $352,500 | | | | | | | | | | 1/31/2023 | | | | | | | | 54,500 | $22.40 | $656,747(3)(4) | | | 1/31/2023 | | | | (2) | 6,750 | (2) | | | | $151,200(5) | | | 1/31/2023 | | | | | | | 20,250 | | | $453,600(5) | | | 8/30/2023 | | | | | 3,300 | | | | | $43,527(6) | | William E. Rote, Ph.D. | N/A | (1) | $245,000 | $367,500 | | | | | | | | | | 1/31/2023 | | | | | | | | 54,500 | $22.40 | $656,747(3)(4) | | | 1/31/2023 | | | | (2) | 6,750 | (2) | | | | $151,200(5) | | | 1/31/2023 | | | | | | | 20,250 | | | $453,600(5) | | | 8/30/2023 | | | | | 3,300 | | | | | $43,527(6) |

  20. Grants of Plan Based Awards

    (1)Amounts reported represent the potential short-term incentive compensation amounts payable for our 2023 fiscal year under our cash incentive program. The amounts reported represent each NEO’s target and maximum possible payments for 2023. Because actual payments to the NEOs could range from 0% to 150% of their target bonus, no threshold payment amount has been established for the NEOs. The actual short-term incentive bonus amount earned by each NEO for 2023 is reported in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table above. (2)Amounts reported represent PSUs, which are subject to performance and time-based vesting conditions, as described above in the “Compensation Discussion and Analysis – Components of Compensation—Long-Term Equity Awards” section. PSUs vest at target only; no threshold or maximum amounts have been established for the NEO's. (3)The options and RSUs were granted pursuant to the 2018 Plan, with option awards having an exercise price equal to the closing market price of the Company’s common stock on the date of grant. The option award is a time-based award, one quarter of which vests on the one year anniversary of the date of grant and the remaining three quarters vesting in equal monthly installments over the next three years. The option awards have a term of ten years. (4)Reflects the grant date per share Black-Scholes value of $12.05 for option awards, which was calculated in accordance with ASC 718. (5)Reflects the grant date per share value of $22.40 for RSUs, which was calculated in accordance with ASC 718, and consists of 32,500 PSUs and 97,500 RSUs granted to Dr. Dube; 6,750 PSUs and 20,250 RSUs granted to Mr. Cline; 6,750 PSUs and 20,250 RSUs granted to Mr. Heerma; 6,750 PSUs and 20,250 RSUs granted to Ms. Reed and 6,750 PSUs and 20,250 RSUs granted to Dr. Rote. (6)Amounts reported represent PSUs, which were granted in 2020 and were modified as of August 30, 2023 with a fair value per share of $13.19.

  21. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents the outstanding equity awards held by each of the NEOs as of the end of the fiscal year ended December 31, 2023.

  22. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Award Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | 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 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Eric Dube, Ph.D. | 1/31/2023(1) | — | 260,000 | | $22.40 | 1/31/2033 | | | | | | | 1/31/2023(3) | | | | | | | | 32,500 | $292,175 | | | 1/31/2023(2) | | | | | | 97,500 | $876,525 | | | | | 1/31/2022(1) | 81,243 | 88,309 | | $27.50 | 1/31/2032 | | | | | | | 1/31/2022(3) | | | | | | | | 37,848 | $340,254 | | | 1/31/2022(2) | | | | | | 28,386 | $255,190 | | | | | 1/21/2021(1) | 155,064 | 57,596 | | $26.88 | 1/21/2031 | | | | | | | 1/21/2021(2) | | | | | | 28,386 | $255,190 | | | | | 1/31/2020(1) | 293,750 | 6,250 | | $15.46 | 1/31/2030 | | | | | | | 1/31/2020(2) | | | | | | 8,750 | $78,663 | | | | | 1/4/2019(4) | 400,000 | — | | $23.34 | 1/4/2029 | | | | | | Christopher Cline | 1/31/2023(1) | — | 54,500 | | $22.40 | 1/31/2033 | | | | | | | 1/31/2023(3) | | | | | | | | 6,750 | $60,683 | | | 1/31/2023(2) | | | | | | 20,250 | $182,048 | | | | | 9/1/2022(5) | 15,000 | 33,000 | | $28.06 | 9/1/2032 | | | | | | | 9/1/2022(3) | | | | | | | | 9,840 | $88,462 | | | 9/1/2022(2) | | | | | | 3,750 | $33,713 | | | | | 4/10/2022(6) | 2,083 | 2,917 | | $28.55 | 4/10/2032 | | | | | | | 4/10/2022(2) | | | | | | 375 | $3,371 | | | | | 1/31/2022(1) | 8,385 | 9,115 | | $27.50 | 1/31/2032 | | | | | | | 1/31/2022(2) | | | | | | 6,563 | $59,001 | | | | | 1/21/2021(1) | 11,849 | 4,401 | | $26.88 | 1/21/2031 | | | | | | | 1/21/2021(2) | | | | | | 4,063 | $36,526 | | | | | 1/31/2020(1) | 12,239 | 261 | | $15.46 | 1/31/2030 | | | | | | | 1/31/2020(2) | | | | | | 1,563 | $14,051 | | | | | 5/9/2019(1) | 10,000 | — | | $17.96 | 5/9/2029 | | | | | | | 5/10/2018(1) | 12,500 | — | | $25.25 | 5/10/2028 | | | | | | | 5/17/2017(7) | 20,000 | — | | $17.44 | 5/17/2027 | | | | | | | 5/19/2016(8) | 20,000 | — | | $16.23 | 5/19/2026 | | | | | | | 7/1/2015(8) | 15,000 | — | | $32.49 | 7/1/2025 | | | | | | | 8/11/2014(9) | 40,000 | — | | $12.51 | 8/11/2024 | | | | | | Peter Heerma | 1/31/2023(1) | — | 54,500 | | $22.40 | 1/31/2033 | | | | | | | 1/31/2023(3) | | | | | | | | 6,750 | $60,683 | | | 1/31/2023(2) | | | | | | 20,250 | $182,048 | | | | | 1/31/2022(1) | 18,860 | 20,500 | | $27.50 | 1/31/2032 | | | | | | | 1/31/2022(3) | | | | | | | | 9,840 | $88,462 | | | 1/31/2022(3) | | | | | | | | 8,000 | $71,920 | | | 1/31/2022(2) | | | | | | 7,380 | $66,346 | | | | | 1/21/2021(1) | 41,927 | 15,573 | | $26.88 | 1/21/2031 | | | | | | | 1/21/2021(2) | | | | | | 7,500 | $67,425 | | | | | 1/31/2020(1) | 53,854 | 1,146 | | $15.46 | 1/31/2030 | | | | | | | 1/31/2020(2) | | | | | | 2,250 | $20,228 | | | | | 10/1/2019(10) | 100,000 | — | | $11.25 | 10/1/2029 | | | | | | Elizabeth Reed | 1/31/2023(1) | — | 54,500 | | $22.40 | 1/31/2033 | | | | | | | 1/31/2023(3) | | | | | | | | 6,750 | $60,683 | | | 1/31/2023(2) | | | | | | 20,250 | $182,048 | | |

  23. Outstanding Equity Awards at Fiscal Year-End

    | | 1/31/2022(1) | 18,860 | 20,500 | $27.50 | 1/31/2032 | | | | | | | 1/31/2022(3) | | | | | | | 9,840 | $88,462 | | | 1/31/2022(3) | | | | | | | 8,000 | $71,920 | | | 1/31/2022(2) | | | | | 7,380 | $66,346 | | | | | 1/21/2021(1) | 41,927 | 15,573 | $26.88 | 1/21/2031 | | | | | | | 1/21/2021(2) | | | | | 7,500 | $67,425 | | | | | 1/31/2020(1) | 53,854 | 1,146 | $15.46 | 1/31/2030 | | | | | | | 1/31/2020(2) | | | | | 2,250 | $20,228 | | | | | 5/9/2019(1) | 40,000 | — | $17.96 | 5/9/2029 | | | | | | | 5/10/2018(1) | 42,000 | — | $25.25 | 5/10/2028 | | | | | | | 1/4/2017(11) | 50,000 | — | $19.08 | 1/4/2027 | | | | | | William E. Rote, Ph.D. | 1/31/2023(1) | — | 54,500 | $22.40 | 1/31/2023 | | | | | | | 1/31/2023(3) | | | | | | | | | | | 1/31/2023(2) | | | | | 20,250 | $182,048 | | | | | 1/31/2022(1) | 18,860 | 20,500 | $27.50 | 1/31/2032 | | | | | | | 1/31/2022(3) | | | | | | | 9,840 | $88,462 | | | 1/31/2022(3) | | | | | | | 8,000 | $71,920 | | | 1/31/2022(2) | | | | | 7,380 | $66,346 | | | | | 1/21/2021(1) | 41,927 | 15,573 | $26.88 | 1/21/2031 | | | | | | | 1/21/2021(2) | | | | | 7,500 | $67,425 | | | | | 1/31/2020(1) | 53,854 | 1,146 | $15.46 | 1/31/2030 | | | | | | | 1/31/2020(2) | | | | | 2,250 | $20,228 | | | | | 5/9/2019(1) | 40,000 | — | $17.96 | 5/9/2029 | | | | | | | 5/10/2018(1) | 39,000 | — | $25.25 | 5/10/2028 | | | | | | | 2/13/2017(12) | 60,000 | — | $20.61 | 2/13/2027 | | | | |

  24. Outstanding Equity Awards at Fiscal Year-End

    (1)Represents an option award in which one quarter of the shares vest on the one-year anniversary of the date of grant with the remaining three quarters vesting in equal monthly increments over the next three years. (2)Represents an RSU award in which one quarter of the shares subject to the RSU vest on the one-year anniversary of the date of grant and the remaining three quarters will vest in equal annual installments over the next three years. The market value of RSUs that have not vested is derived by multiplying the number of RSUs that have not vested as of December 31, 2023 by $8.99, the closing price of the Company’s common stock on December 29, 2023. (3)Represents PSUs, which will vest upon the Company’s achievement of specified regulatory milestones and clinical development milestones. The market value of PSUs that have not vested is derived by multiplying the number of PSUs that have not vested as of December 31, 2023 by $8.99, the closing price of the Company’s common stock on December 29, 2023. (4)Represents an option award granted in connection with the start of Dr. Dube’s employment with the Company. One quarter of the shares vest on the one-year anniversary of the date of grant with the remaining three quarters vesting in equal monthly installments over the next three years. (5)Represents an option award granted in connection with Mr. Cline’s appointment to Chief Financial Officer. One quarter of the shares vest on the one-year anniversary of the date of grant with the remaining three quarters vesting in equal monthly installments over the next three years. (6)Represents an option award granted as a compensation adjustment in connection with Mr. Cline’s employment with the Company. One quarter of the shares vest on the one-year anniversary of the date of grant with the remaining three quarters vesting in equal monthly installments over the next three years. (7)Represents an option award which vests in equal quarterly installments during the four-year period following the date of grant. (8)Represents an option award which vests in equal quarterly installments during the three-year period following the date of grant. (9)Represents an option award granted in connection with the start of Mr. Cline’s employment with the Company. The shares subject to the option award vested in equal quarterly installments over the three-year period following the start of his employment with the Company. (10)Represents an option award granted in connection with the start of Mr. Heerma’s employment with the Company. One quarter of the shares vest on the one-year anniversary of the date of grant with the remaining three quarters vesting in equal monthly installments over the next three years. (11)Represents an option award granted in connection with the start of Ms. Reed’s employment with the Company. One quarter of the shares vest on the one-year anniversary of the date of grant with the remaining three quarters vesting in equal monthly installments over the next three years. (12)Represents an option award granted in connection with the start of Dr. Rote’s employment with the Company. One quarter of the shares vest on the one-year anniversary of the date of grant with the remaining three quarters vesting in equal quarterly increments over the next three years.

  25. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows for the fiscal year ended December 31, 2023, certain information regarding option exercises and stock vested during the last fiscal year with respect to the NEOs:

  26. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards (1) | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Eric Dube, Ph.D. | — | — | 54,927 | $1,121,491 | | Christopher Cline | — | — | 8,405 | $169,945 | | Peter Heerma | — | — | 17,210 | $260,367 | | Elizabeth Reed | — | — | 13,260 | $258,686 | | William E. Rote, Ph.D. | — | — | 13,260 | $258,686 |

  27. Option Exercises and Stock Vested Table

    ____________________________ (1)Information relates to RSUs and PSUs that vested during 2023. (2)Value is calculated by multiplying the number of shares of stock by the market value of the underlying shares on the vesting date.

  28. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The following tables set forth the potential severance benefits payable to our NEOs under certain circumstances, assuming such event occurred on December 31, 2023: Potential Payment upon Termination Table*

  29. Potential Payments Upon Termination or Change-in-Control

    | Name | Severance (1) | Accrued Compensation (2) | Stock Awards (3) | Medical (4) | Total | | Eric Dube, Ph.D. | $2,100,000 | $57,423 | $1,576,864 | $20,450 | $3,754,737 | | Christopher Cline | $705,000 | $65,077 | $258,993 | $41,685 | $1,070,755 | | Peter Heerma | $735,000 | $59,224 | $342,627 | $31,497 | $1,168,348 | | Elizabeth Reed | $705,000 | $61,462 | $342,627 | $33,876 | $1,142,965 | | William E. Rote, Ph.D. | $735,000 | $61,886 | $342,627 | $41,685 | $1,181,198 |

  30. Potential Payments Upon Termination or Change-in-Control

    ____________________________

  31. Potential Payments Upon Termination or Change-in-Control

    | * Reflects a termination without cause or due to a constructive termination, or deemed termination, not in connection with a change in control. |

  32. Potential Payments Upon Termination or Change-in-Control

    (1)For the NEOs other than our Chief Executive Officer, amount represents the executive’s base salary plus their target bonus, as of December 31, 2023, times 1.0, payable in equal installments over the 12-month period following separation on our normal payroll schedule. For our Chief Executive Officer, amount represents his base salary plus his target bonus, as of December 31, 2023, times 1.5, payable in equal installments over the 18-month period following separation on our normal payroll schedule. (2)Accrued compensation is comprised of vacation pay earned and unpaid as of December 31, 2023. (3)The amounts in this column represent the intrinsic value of ‘in-the money’ unvested options, RSUs and PSU's as of December 31, 2023, that would vest in accordance with the executive officers’ employment agreements, as discussed further below. Values were derived using the closing price of the Company’s common stock on December 29, 2023 of $8.99. (4)Medical is comprised of health insurance premiums for the period specified in each executive officer’s employment contract, as discussed further below. Potential Payment upon Change-in-Control Table*

  33. Potential Payments Upon Termination or Change-in-Control

    | Name | Severance (1) | Accrued Compensation (2) | Stock Awards (3) | Medical (4) | Total | | Eric Dube, Ph.D. | $2,800,001 | $57,423 | $2,100,190 | $27,267 | $4,984,881 | | Christopher Cline | $1,057,500 | $65,077 | $477,854 | $62,527 | $1,662,958 | | Peter Heerma | $1,102,501 | $59,224 | $557,110 | $47,246 | $1,766,081 | | Elizabeth Reed | $1,057,500 | $61,462 | $557,110 | $50,814 | $1,726,886 | | William E. Rote, Ph.D. | $1,102,501 | $61,886 | $557,110 | $62,527 | $1,784,024 |

  34. Potential Payments Upon Termination or Change-in-Control

    | * Reflects benefits to be provided upon a termination without cause, or due to a constructive termination, within the three months prior to or 12 months following change-in-control. |

  35. Potential Payments Upon Termination or Change-in-Control

    (1)For the NEOs other than our Chief Executive Officer, amount represents the executive’s base salary plus their target bonus, as of December 31, 2023, times 1.5, payable in a lump sum within 10 days following the date of an effective release of claims. For our Chief Executive Officer, amount represents his base salary plus his target bonus, as of December 31, 2023, times 2.0, payable in a lump sum within 10 days following the date of an effective release of claims. (2)Accrued compensation is comprised of vacation pay earned and unpaid as of December 31, 2023. (3)The amounts in this column represent the intrinsic value of ‘in-the money’ unvested options, RSUs and PSUs as of December 31, 2023 that would vest in accordance with the executive officers’ employment agreements, as discussed further below. Values were derived using the closing price of the Company’s common stock on December 29, 2023 of $8.99. (4)Medical is comprised of health insurance premiums for the period specified in each executive officer’s employment contract, as discussed further below. Potential Payment upon Termination by Disability Table*

  36. Potential Payments Upon Termination or Change-in-Control

    | Name | Base Salary (1) | Bonus (2) | Accrued Compensation (3) | Stock Awards (4) | Medical (5) | Total | | Eric Dube, Ph.D. | $1,200,000 | $600,000 | $57,423 | $1,576,864 | $20,450 | $3,454,737 | | Christopher Cline | $470,000 | $235,000 | $65,077 | $258,993 | $41,685 | $1,070,755 | | Peter Heerma | $490,000 | $245,000 | $59,224 | $342,627 | $31,497 | $1,168,348 | | Elizabeth Reed | $470,000 | $235,000 | $61,462 | $342,627 | $33,876 | $1,142,965 | | William E. Rote, Ph.D. | $490,000 | $245,000 | $61,886 | $342,627 | $41,685 | $1,181,198 |

  37. Potential Payments Upon Termination or Change-in-Control

    ____________________________

  38. Potential Payments Upon Termination or Change-in-Control

    | * Reflects a termination due to disability. |

  39. Potential Payments Upon Termination or Change-in-Control

    (1)For the NEOs other than our Chief Executive Officer, this amount represents the executive’s base salary, as of December 31, 2023, payable in accordance with the Company’s standard payroll practices over the 12-month period following separation. For our Chief Executive Officer, amount represents his base salary, as of December 31, 2023, payable in accordance with the Company’s standard payroll practices over the 18-month period following separation. (2)For all NEOs, this amount represents executive’s target bonus as of December 31, 2023. (3)Accrued compensation is comprised of vacation pay earned and unpaid as of December 31, 2023. (4)The amounts in this column represent the intrinsic value of ‘in-the money’ unvested options, RSU's and PSUs as of December 31, 2023 that would vest in accordance with the executive officers’ employment agreements, as discussed further below. Values were derived using the closing price of the Company’s common stock on December 29, 2023 of $8.99. (5)Medical is comprised of health insurance premiums for the period specified in each executive officer’s employment contract, as discussed further below. Potential Payment upon Termination by Death Table*

  40. Potential Payments Upon Termination or Change-in-Control

    | Name | Bonus (1) | Accrued Compensation (2) | Stock Awards (3) | Total | | Eric Dube, Ph.D. | $600,000 | $57,423 | $— | $657,423 | | Christopher Cline | $235,000 | $65,077 | $— | $300,077 | | Peter Heerma | $245,000 | $59,224 | $— | $304,224 | | Elizabeth Reed | $235,000 | $61,462 | $— | $296,462 | | William Rote, Ph.D. | $245,000 | $61,886 | $— | $306,886 |

  41. Potential Payments Upon Termination or Change-in-Control

    | * Reflects a termination due to death. |

  42. Potential Payments Upon Termination or Change-in-Control

    (1)For all NEOs, this amount represents 100% of the executive’s target bonus as of December 31, 2023. (2)Accrued compensation is comprised of vacation pay earned and unpaid as of December 31, 2023. (3)The amounts in this column represent the intrinsic value of ‘in-the money’ unvested options and restricted stock units as of December 31, 2023 that would vest in accordance with the executive officers’ employment agreements, as discussed further below. Values were derived using the closing price of the Company’s common stock on December 29, 2023 of $8.99. PSUs were not included as their vesting would not accelerate in connection with a termination due to death.

  43. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our principal executive officer’s annual total compensation to the annual total compensation of our median employee. During fiscal 2023, the principal executive officer of Travere was our Chief Executive Officer, Eric Dube, Ph.D. For 2023, the annual total compensation for Dr. Dube was $7,574,959. The annual total compensation for our median employee (identified as disclosed below) was $306,993, resulting in a pay ratio of approximately 25:1. There have been no changes in our employee population or employee compensation arrangements that we believe would significantly impact the calculations of this pay ratio and require us to identify a new median employee, therefore we are using one of the employees near the median employee whose compensation was reported in our prior year pay ratio disclosure. Last year’s reported median employee experienced a change in circumstances due to a promotion in 2023, resulting in anomalous compensation. Therefore, consistent with SEC rules, for 2023, we chose to use a substitute employee that was identified near the median and who was viewed as more representative of our median employee. In 2022 we identified the median employee as of December 31, 2022 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees, (B) the target bonus for 2022, (C) the estimated fair value of any equity awards granted during 2022 and, (ii) ranking this compensation measure for our employees from lowest to highest. This calculation was performed for all employees of Travere, excluding Dr. Dube. Amounts paid in non-US currencies were converted to USD based on the average annual exchange rate as of December 30, 2022. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  44. Item 402(v) Pay Versus Performance

    Item 402(v) Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2020, we provide the following disclosure regarding executive compensation for our principle executive officer ("PEO") and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  45. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.

  46. Required Tabular Disclosure of Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income(5) (in thousands) | Net Product Sales(6) (in thousands) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2023 | $7,574,959 | $885,487 | $2,011,803 | $320,994 | $63.31 | $118.87 | $(111,399) | $127,537 | | 2022 | $5,753,490 | $687,242 | $2,238,982 | $1,118,268 | $148.10 | $113.65 | $(278,482) | $200,528 | | 2021 | $5,739,010 | $6,564,795 | $2,138,273 | $1,957,099 | $218.59 | $126.45 | $(180,091) | $210,776 | | 2020 | $5,447,879 | $10,291,743 | $1,640,653 | $2,924,753 | $191.94 | $126.42 | $(169,431) | $198,321 |

  47. Required Tabular Disclosure of Pay Versus Performance

    _______________________ (1)Eric Dube was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. 2023: Christopher Cline, Peter Heerma, Elizabeth Reed and William E. Rote. 2022: Laura Clague, Christopher Cline, Peter Heerma, Jula Inrig and William E. Rote. 2021: Laura Clague, Elizabeth Reed, Noah Rosenberg and William E. Rote. 2020: Laura Clague, Elizabeth Reed, Noah Rosenberg and William E. Rote. (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company's NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid is computed in accordance with Item 402(v) of Regulation S-K for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Stock Awards and Options Awards column are the total from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table for the applicable year.

  48. Required Tabular Disclosure of Pay Versus Performance

    | Year | NEO | Average Summary Compensation Table Total | Deduct: Average of Stock Awards and Option Awards | Add: Average Equity Adjustments | Average Compensation Actually Paid | | 2023 | PEO | $7,574,959 | $6,175,685 | $(513,787) | $885,487 | | 2023 | non-PEO | $2,011,803 | $1,283,311 | $(407,498) | $320,994 |

  49. Required Tabular Disclosure of Pay Versus Performance

    The amounts in the Total Equity Adjustments columns in the tables above are derived from the amounts set forth in the following tables:

  50. Required Tabular Disclosure of Pay Versus Performance

    | Year | NEO | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | Average Fair Value of Last Day of Prior Year of Equity Awards Forfeited During Year | Total Average Equity Adjustments* | | 2023 | PEO | $2,176,245 | $(2,243,935) | $— | $(446,097) | $— | $(513,787) | | 2023 | non-PEO | $453,928 | $(714,224) | $— | $(147,202) | $— | $(407,498) |

  51. Required Tabular Disclosure of Pay Versus Performance

    * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (4)The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumed $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)The dollar amounts reported represent the amount of net loss reflected in the Company's audited financial statements for the applicable fiscal year. (6)We determined net product sales to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. The net product sales reported in the table for each fiscal year are from the respective Form 10-K filed for that year. This performance measure may not have been the most important financial performance measure for years 2022, 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. The net product sales shown for years prior to 2023 include revenue from products in the Company’s bile acid product portfolio including Cholbam (cholic acid) and Chenodal (chenodal) ("the bile acid portfolio"), which was sold to Mirum Pharmaceuticals in August 2023. The Company’s 2023 net product sales do not include any revenue from the bile acid portfolio, which was classified as discontinued operations in 2023.

  52. Required Disclosure of the Relationships Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationships Between Compensation Actually Paid and Financial Performance Measures Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return ("TSR") The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company's cumulative TSR over the four most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years. The net product sales shown for years prior to 2023 include revenue from products in the Company’s bile acid portfolio which was divested in August 2023. The Company’s 2023 net product sales do not include any revenue from the bile acid portfolio, which was classified as discontinued operations in 2023. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Product Sales The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net product sales during the four most recently completed fiscal years.

  53. DIRECTOR COMPENSATION SUMMARY

    DIRECTOR COMPENSATION SUMMARY The following table shows for the fiscal year ended December 31, 2023 certain information with respect to the compensation of all non-employee directors of the Company who served during 2023:

  54. DIRECTOR COMPENSATION SUMMARY

    | Name | Fees Earned ($) (1) | Stock Awards ($) (2)(3)(4) | Option Awards ($) (2)(3)(5) | Total ($) | | Roy Baynes | $68,750 | $76,995 | $230,985 | $376,730 | | Suzanne Bruhn | $64,375 | $76,995 | $230,985 | $372,355 | | Tim Coughlin | $77,500 | $76,995 | $230,985 | $385,480 | | Gary Lyons | $85,000 | $76,995 | $230,985 | $392,980 | | Jeffery Meckler | $72,000 | $76,995 | $230,985 | $379,980 | | John Orwin | $65,000 | $76,995 | $230,985 | $372,980 | | Sandra Poole | $61,875 | $76,995 | $230,985 | $369,855 | | Ron Squarer | $60,000 | $76,995 | $230,985 | $367,980 | | Ruth Williams-Brinkley | $57,500 | $76,995 | $230,985 | $365,480 |

  55. DIRECTOR COMPENSATION SUMMARY

    _______________________ (1)Fees are paid in cash. (2)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the equity awards. (3)Awards granted during 2023 are computed in accordance ASC 718. These amounts do not reflect the actual economic value that will be realized by the director in connection with such equity awards. For a discussion of valuation assumptions, see Note 12 of the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (4)Aggregate number of RSUs outstanding at December 31, 2023 was 4,500 for Dr. Baynes, 4,500 for Dr. Bruhn, 4,500 for Mr. Coughlin, 4,500 for Mr. Lyons, 4,500 for Mr. Meckler, 4,500 for Mr. Orwin, 4,500 for Ms. Poole, 4,500 for Mr. Squarer and 6,250 for Ms. Williams-Brinkley. (5)Aggregate number of stock options outstanding at December 31, 2023 was 84,500 for Dr. Baynes, 47,250 for Dr. Bruhn, 116,500 for Mr. Coughlin, 124,500 for Mr. Lyons, 124,500 for Mr. Meckler, 76,000 for Mr. Orwin, 54,500 for Ms. Poole, 76,000 for Mr. Squarer and 38,250 for Ms. Williams-Brinkley.

  56. Non-Employee Director Compensation for 2023

    Non-Employee Director Compensation for 2023 Our Board of Directors adopted a compensation policy for fiscal 2023 applicable to all of our non-employee directors that provided that each such non-employee director received the following compensation for service on our Board of Directors: •an annual cash retainer of $50,000; •an additional annual cash retainer of $35,000 for service as chair of the Board of Directors; •an additional annual cash retainer of $10,000 for service as a member of the Audit Committee ($20,000 for service as the chair of the Audit Committee), $7,500 for service as a member of the Compensation Committee ($15,000 for service as the chair of the Compensation Committee), $5,000 for service as a member of the Nominating / Corporate Governance Committee ($12,000 for service as the chair of the Nominating / Corporate Governance committee), and $7,500 for service as a member of the Science and Medical Technology Committee ($15,000 for service as the Chair of the Science and Medical Technology Committee); •upon first joining our Board of Directors, an automatic initial grant of an option to purchase 20,250 shares of our common stock and 6,750 RSUs; and •for each non-employee director who was serving as a non-employee director as of the date that is six (6) months prior to the date of such annual meeting and who continues to serve as a non-employee director following such annual meeting, an automatic annual grant of an option to purchase 13,500 shares of our common stock and 4,500 restricted shares of common stock. Each of the initial equity grants under our director compensation policy described above vests over a three year period following the date of grant, subject to the director continuing to provide services to us during such period. Each of the annual equity grants under our director compensation policy described above vests over a one year period following the date of grant, subject to the director continuing to provide services to us during such period. Upon a Change in Control (as defined in the Company’s 2018 Equity Incentive Plan, as the same may be amended from time-to-time) in connection with which the service of a non-employee director as a member of the Board ceases, the vesting of all director awards then-held by such non-employee director shall accelerate in full and become 100% vested upon the consummation of such Change in Control.

  57. Non-Employee Director Compensation for 2024

    Non-Employee Director Compensation for 2024 For fiscal 2024, on the date of the 2024 Annual Meeting of Stockholders, each non-employee director who is nominated for re-election and continues to serve on our Board of Directors following the 2024 Annual Meeting of Stockholders will receive an annual equity award consisting of an option to purchase 19,500 shares of our common stock and 6,500 RSUs. Newly-appointed members of our Board of Directors will receive an initial equity award consisting of an option to purchase 29,250 shares of our common stock and 9,750 RSUs. No changes were made to the annual cash retainers in place for fiscal 2023.