DEF 14A of Schrodinger, Inc.
Filed Apr 24, 2025 · FY20240001490978-25-000047
Q: What Happens if an Incumbent Director Nominee Fails to Receive More “For” Votes than “Against” Votes in an Uncontested Election?
Q: What Happens if an Incumbent Director Nominee Fails to Receive More “For” Votes than “Against” Votes in an Uncontested Election? A: Under our majority vote standard for the election of directors, the votes cast “for” a nominee must exceed the votes cast “against” that nominee. Our Corporate Governance Guidelines set forth a process that takes effect if an incumbent director nominee receives more “against” votes than “for” votes in an uncontested election. Upon such an occurrence, the affected director is expected, promptly following certification of the stockholder vote, to submit to the board of directors his or her offer to resign from the board. Such incumbent director shall continue to serve as a director while our nominating and corporate governance committee decides whether to accept or reject the resignation offer. The nominating and corporate governance committee will promptly consider the resignation offer submitted by such incumbent director and recommend to the board of directors the action to be taken with respect to such resignation offer. Such action may range from accepting the resignation, to maintaining such incumbent director but addressing what the nominating and corporate governance committee believes to be the underlying cause of the votes “against” the director, to resolving that such incumbent director will not be re-nominated for election in the future, to rejecting the resignation, to such other action that the nominating and corporate governance committee determines to be in the best interests of our company and our stockholders. In reaching its recommendation, the nominating and corporate governance committee will consider all factors it deems relevant. The board of directors will then act on the nominating and corporate governance committee’s recommendation, considering the factors considered by the nominating and corporate governance committee and such additional factors the board of directors believes to be relevant. After the board’s determination, we will promptly publicly disclose the board’s decision regarding the action to be taken with respect to such incumbent director’s resignation. If the board’s decision is to not accept the resignation, such disclosure will include the reasons for not accepting the resignation. If the director’s resignation is accepted, then the board of directors may fill the resulting vacancy in accordance with our amended and restated bylaws or may decrease the size of our board of directors. Our Corporate Governance Guidelines are posted on our website at www.schrodinger.com.
PROPOSAL NO. 1—ELECTION OF FOUR CLASS II DIRECTORS
PROPOSAL NO. 1—ELECTION OF FOUR CLASS II DIRECTORS Our board of directors currently consists of ten members. In accordance with the terms of our Restated Certificate of Incorporation, our board of directors is divided into three classes (Class I, Class II and Class III), with members of each class serving staggered three-year terms. The members of the classes are divided as follows: •the Class I directors are Ramy Farid, Gary Ginsberg and Arun Oberoi, and their term expires at the annual meeting of stockholders to be held in 2027; •the Class II directors are Jeffrey Chodakewitz, Michael Lynton, Nancy A. Thornberry and Bridget van Kralingen, and their term expires at the Annual Meeting; and •the Class III directors are Richard A. Friesner, Rosana Kapeller-Libermann and Gary Sender, and their term expires at the annual meeting of stockholders to be held in 2026. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our Restated Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of our board of directors. Our Restated Certificate of Incorporation also provides that our directors may be removed only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of common stock, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Upon the recommendation of our nominating and corporate governance committee, our board of directors has nominated Jeffrey Chodakewitz, Michael Lynton, Nancy A. Thornberry, and Bridget van Kralingen, for election as Class II directors at the Annual Meeting. Dr. Chodakewitz, Mr. Lynton, Ms. Thornberry, and Ms. van Kralingen are all presently directors, and have indicated a willingness to continue to serve as directors, if elected. Ms. van Kralingen was elected to our board of directors in March 2025 by our board of directors, upon the recommendation of the nominating and corporate governance committee, and she is standing for election by our stockholders for the first time at this Annual Meeting. If no contrary indication is made, proxies are to be voted for Dr. Chodakewitz, Mr. Lynton, Ms. Thornberry, and Ms. van Kralingen, or in the event that Dr. Chodakewitz, Mr. Lynton, Ms. Thornberry, or Ms. van Kralingen is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our board of directors to fill the vacancy. Our Corporate Governance Guidelines provide that director nominees should represent a broad range of personal and professional characteristics, backgrounds, experiences and skills, including gender, racial or ethnic identity, international experience and/or expertise in a particular discipline or field. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, the ability to contribute positively to the collaborative culture among our board members, knowledge of our business, understanding of the competitive landscape in which we operate and adherence to high ethical standards. In addition, as further described under “Executive Summary — Stockholder Engagement and Election of Directors Vote Support,” we regularly solicit feedback from our stockholders, and our nominating and corporate governance committee, together with senior management, consider board, governance and related matters raised by our stockholders during our engagements to ensure that we are identifying and nominating directors who, among other things, have demonstrated business acumen and have a commitment to understanding our industry and company. Certain individual qualifications and skills of our directors that contribute to our board of directors’ effectiveness as a whole are described in the following paragraphs.
Nominees for Election as Class II Directors
Nominees for Election as Class II Directors Biographical information as of April 1, 2025, including principal occupation and business experience during the last five years, for our nominees for election as Class II directors at the Annual Meeting is set forth below. Jeffrey Chodakewitz, M.D., age 69, has served as a member of our board of directors since April 2020. Dr. Chodakewitz has served as an advisory partner to Ascenta Capital, a private equity and venture capital firm, since December 2022 and has served as an executive/senior advisor to Blackstone Life Sciences, a life sciences fund, from March 2019 to January 2022. Before joining Blackstone Lifesciences, Dr. Chodakewitz served as executive vice president, clinical medicine and external innovation, at Vertex Pharmaceuticals Incorporated, or Vertex, a publicly traded pharmaceutical company, from April 2018 to March 2019. Dr. Chodakewitz served as executive vice president, global medicines development and medical affairs, and chief medical officer of Vertex from October 2014 to March 2018. Dr. Chodakewitz served as senior vice president and chief medical officer of Vertex from January 2014 to October 2014. Prior to joining Vertex, Dr. Chodakewitz spent over 20 years at Merck & Co., Inc., a pharmaceutical company, where he held a variety of roles including vice president of clinical research—infectious diseases & vaccines, vice president of clinical pharmacology/early stage development, senior vice president of late stage development, and senior vice president of global scientific strategy (infectious diseases, respiratory/immunology). Dr. Chodakewitz currently serves on the board of directors of Adicet Bio, Inc. (formerly known as resTORbio, Inc.), a publicly traded biopharmaceutical company, and Praxis Precision Medicines, Inc., a publicly traded biotechnology company. Dr. Chodakewitz also served as a member of the board of directors of Tetraphase Pharmaceuticals, Inc., a then publicly-traded biopharmaceutical company, from June 2014 to July 2020 and Freeline Therapeutics Holdings plc, a then publicly-traded biopharmaceutical company, from September 2019 to February 2024. Dr. Chodakewitz received a B.S. in Biochemistry from Yale University and an M.D. from the Yale University School of Medicine. We believe that Dr. Chodakewitz’s experience with pharmaceutical and biotechnology companies qualifies him to serve on our board of directors. Michael Lynton, age 65, has served as a member of our board of directors since January 2018 and chairman of our board of directors since October 2018. Mr. Lynton served as chief executive officer of Sony Entertainment Inc., an international entertainment company, from April 2012 to August 2017, as chairman and chief executive officer of Sony Pictures Entertainment Inc., from January 2004 to May 2017 and as chief executive officer of Sony Corporation of America, from March 2012 to August 2017. Mr. Lynton currently serves as chairman of the board of directors of Snap Inc., a publicly traded technology company, and Warner Music Group Corp., a publicly traded media company, and as a member of the board of directors of Ares Management Corporation, a publicly traded, global alternative asset manager. Mr. Lynton also served as a member of the board of directors of Pandora Media, Inc. from August 2017 to February 2019, Pearson plc., a publicly traded publishing and education company, from February 2018 to June 2021 and The Boston Beer Company, Inc., a publicly traded beverage company, from October 2020 to May 2023. Mr. Lynton received a B.A. in History and Literature from Harvard College and an M.B.A. from Harvard Business School. We believe that Mr. Lynton’s public company board and management experience and his extensive business and leadership experience qualifies him to serve as chairman of our board of directors. Nancy A. Thornberry, age 68, has served as a member of our board of directors since September 2019. Ms. Thornberry previously served as chair, R&D of Kallyope, Inc., or Kallyope, a biotechnology company, from October 2021 to May 2024, and as chief executive officer of Kallyope from November 2015 to October 2021. Between August 2013 and October 2015, Ms. Thornberry was self-employed as a consultant to companies in the biotechnology and pharmaceutical industries. Prior to that, Ms. Thornberry spent over 30 years at Merck & Co., Inc., a pharmaceutical company, where she held a variety of positions including senior vice president and franchise head, diabetes and endocrinology, from April 2011 to July 2013, senior vice president and franchise head, diabetes and obesity, from September 2009 to April 2011, vice president, worldwide basic research head, diabetes and obesity, from February 2007 to September 2009 and executive director, metabolic disorders, from 2004 to February 2007, among other positions. Ms. Thornberry currently serves on the board of directors of Denali Therapeutics Inc., a publicly traded biopharmaceutical company, Vertex Pharmaceuticals Incorporated, a publicly traded biotechnology company, and the New York Genome Center. Ms. Thornberry received a B.S. in Chemistry and Biology from Muhlenberg College. We believe Ms. Thornberry’s scientific background and experience in the life sciences industry qualifies her to serve on our board of directors. Bridget van Kralingen, age 61, has served as a member of a board of our directors since March 2025. Ms. van Kralingen has served as a Senior Partner and member of the executive committee at Motive Partners, a specialty private equity firm focused on technology-enabled financial and business services, since November 2022. Prior to joining Motive Partners, Ms. van Kralingen served as Senior Vice President of International Business Machines Corporation, or IBM, a multinational technology company. Ms. van Kralingen joined IBM in 2004 and held a number of positions of increasing responsibility, including Chief Executive/Senior Vice President, IBM Global Markets; Senior Vice President, Global Industries, Clients, Platforms and Blockchain; Senior Vice President, Global Business Services; General Manager IBM North America; General Manager, Global Business Services in Europe, Middle East and Africa; and Global Managing Partner, Financial Services Sector, Global Business Services. Prior to joining IBM, Ms. van Kralingen served as Managing Partner, US Financial Services with Deloitte Consulting. Ms. van Kralingen currently serves on the board of directors of Teradyne, Inc., a publicly traded global supplier of automated test equipment and robotics solutions, The Travelers Companies, Inc., a publicly traded global insurance company, and Discovery Limited, a South African-founded financial services organization. Ms. van Kralingen served on the board of directors of the Royal Bank of Canada from June 2011 to April 2024. Ms. van Kralingen received a Master of Commerce in Industrial and Organisational Psychology from the University of South Africa, a Bachelor of Commerce from the University of the Witwatersrand, South Africa, and an honours degree in commerce from the University of Johannesburg. We believe Ms. van Kralingen’s extensive software and technology solutions experience qualifies her to serve on our board of directors. The board of directors recommends voting “FOR” the election of Jeffrey Chodakewitz, Michael Lynton, Nancy A. Thornberry, and Bridget van Kralingen as Class II directors for a three-year term ending at the annual meeting of stockholders to be held in 2028.
Directors Continuing in Office
Directors Continuing in Office Biographical information as of April 1, 2025, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below.
Class III Directors (Term Expires at 2026 Annual Meeting of Stockholders)
Class III Directors (Term Expires at 2026 Annual Meeting of Stockholders) Richard A. Friesner, Ph.D., age 72, has served as a member of our board of directors since August 1990, when he co-founded us. Dr. Friesner is currently the William P. Schweitzer professor of chemistry at Columbia University, the principal investigator of the Friesner Research Group, a research laboratory within the Department of Chemistry at Columbia University, and he has served as a professor of chemistry at Columbia University since September 1990. Dr. Friesner is a Fellow of the American Academy of Sciences and a member of the National Academy of Sciences. Dr. Friesner received a B.S. in Chemistry from the University of Chicago and a Ph.D. in Chemistry from the University of California, Berkeley. We believe that Dr. Friesner’s extensive experience in theoretical chemistry and his extensive knowledge of our company since inception, as well as his distinguished scientific record, qualifies him to serve on our board of directors. Rosana Kapeller-Libermann, M.D., Ph.D., age 61, has served as a member of our board of directors since January 2019. Dr. Kapeller-Libermann has served as president and chief executive officer of Rome Therapeutics, Inc., a therapeutics company, since April 2019. She has also served in various roles at GV, a venture capital investment arm of Alphabet Inc., since 2018, including as an entrepreneur in residence from November 2018 to April 2020, a fellow from April 2020 to December 2023, and as a consultant since December 2023. Prior to that, Dr. Kapeller-Libermann served as founding chief scientific officer of Nimbus Therapeutics, or Nimbus, a biotechnology company, from February 2010 to March 2018. Prior to joining Nimbus, she served as vice president of research at Aileron Therapeutics, Inc., a biopharmaceutical company, from August 2005 to September 2009. Dr. Kapeller-Libermann received an M.D. from Universidade do Estado do Rio de Janeiro and a Ph.D. in Molecular and Cellular Physiology from Tufts University. We believe Dr. Kapeller-Libermann’s scientific experience in the field of drug discovery and extensive experience working with life sciences companies qualifies her to serve on our board of directors. Gary Sender, age 63, has served as a member of our board of directors since July 2019. Mr. Sender previously served as chief financial officer of Nabriva Therapeutics plc, or Nabriva, a publicly traded biopharmaceutical company, from May 2016 to March 2021. Prior to joining Nabriva, Mr. Sender served as chief financial officer and executive vice president at Synergy Pharmaceuticals Inc., or Synergy, a publicly traded biopharmaceutical company, from November 2015 to May 2016. Prior to joining Synergy, from August 2009 to June 2015, Mr. Sender served as senior vice president, finance at Shire plc., or Shire, a biopharmaceutical company since acquired by Takeda Pharmaceutical Company Limited. Prior to joining Shire, Mr. Sender served as founding chief financial officer of Tengion, Inc., a regenerative medicine company, from August 2004 to July 2009. Mr. Sender currently serves on the board of directors of Harmony BioSciences Holdings, Inc., a publicly traded pharmaceutical company, and iBio, Inc., a publicly traded biotechnology company. Mr. Sender also spent over 15 years in several leadership roles within Merck & Co., Inc., a pharmaceutical company. Mr. Sender received a B.S. in Finance from Boston University and an M.B.A. from Carnegie-Mellon University. We believe Mr. Sender’s extensive experience in the life sciences industry, and in particular his financial acumen, qualifies him to serve on our board of directors.
Class I Directors (Term Expires at 2027 Annual Meeting of Stockholders)
Class I Directors (Term Expires at 2027 Annual Meeting of Stockholders) Ramy Farid, Ph.D., age 60, has served as our president since January 2008, our chief executive officer since January 2017 and as a member of our board of directors since December 2012. Dr. Farid has been with our company for over 20 years and served as senior vice president from January 2005 to December 2007, vice president, scientific development and product management from January 2003 to December 2004 and product manager from January 2002 to December 2002. Dr. Farid serves on the board of directors of multiple biotechnology companies co-founded by us, and previously served on the board of directors of Morphic Holding, Inc., a then-publicly traded biotechnology company. Prior to joining our company, Dr. Farid was an assistant professor in the Chemistry Department at Rutgers University. Dr. Farid received a B.S. in Chemistry from the University of Rochester and a Ph.D. from the California Institute of Technology, and he was a National Institutes of Health postdoctoral fellow in the Department of Biochemistry and Biophysics at the University of Pennsylvania. Dr. Farid currently serves on the board of directors of Vir Biotechnology, Inc., a publicly traded biotechnology company. Dr. Farid previously served on the board of directors of Structure Therapeutics, Inc., a publicly traded biopharmaceutical company, from April 2019 to June 2024. We believe that Dr. Farid’s extensive knowledge of our company and current role as our president and chief executive officer qualifies him to serve on our board of directors. Gary Ginsberg, age 62, has served as a member of our board of directors since April 2020. Mr. Ginsberg served as the senior vice president and global head of communications at SoftBank Group Corp., or Softbank, an investment firm from November 2018 until December 2020. Before joining SoftBank, Mr. Ginsberg served as executive vice president of corporate marketing and communications at Time Warner Inc., a media company, from February 2010 to August 2018. Prior to that, Mr. Ginsberg spent 11 years at News Corporation, a media company, most recently as executive vice president of global marketing and corporate affairs and a member of the office of the chairman. Mr. Ginsberg currently serves on the board of directors of Townsquare Media, Inc., a publicly traded media company. Mr. Ginsberg also served on the board of directors of Synacor, Inc. from January 2012 to June 2020. Mr. Ginsberg received an A.B. in History from Brown University and a J.D. from Columbia University School of Law. We believe that Mr. Ginsberg’s business and leadership experience qualifies to him to serve on our board of directors. Arun Oberoi, age 70, has served as a member of our board of directors since May 2022. Mr. Oberoi served as the executive vice president of global sales and services from April 2012 to August 2021 at Red Hat, Inc., a provider of enterprise open-source software solutions, which was acquired by International Business Machines Corporation, or IBM, in July 2019. Prior to that, from December 2010 to January 2012, Mr. Oberoi served as president and chief executive officer of Viridity Software, Inc., a data center infrastructure management company. From March 2008 to June 2010, Mr. Oberoi served as chief executive officer of Aveksa, Inc., an access governance and management software company. From January 2004 to February 2006, Mr. Oberoi was executive vice president of global sales and technical services at Micromuse, Inc., or Micromuse, a provider of network and service management solutions. Micromuse was acquired by IBM in February 2006, where Mr. Oberoi subsequently served as vice president within IBM Tivoli until March 2008. Prior to joining Micromuse, Mr. Oberoi held a series of senior executive positions at Hewlett-Packard Company from August 1997 until December 2003, including as vice president and general manager, worldwide corporate accounts and industries, sales and marketing. Mr. Oberoi serves on the board of directors of Proofpoint, Inc., an enterprise security company, and Talend S.A., an open source integration software provider, which are both portfolio companies of Thoma Bravo, L.P., Deeplite, Inc., a provider of intelligent AI optimization software, Paymentus Holdings, Inc., a publicly traded electronic billing and payments solutions provider. He has served as chairman of the supervisory board of SUSE S.A., a provider of open source hybrid cloud infrastructure software and portfolio company of EQT partners since January 2024. Mr. Oberoi received a B.A. from the University of Delhi and an M.B.A. from Kellogg School of Management, Northwestern University. We believe that Mr. Oberoi’s enterprise software, technology and business leadership experience qualifies him to serve on our board of directors.
Executive Officers Who Are Not Directors
Executive Officers Who Are Not Directors Biographical information as of April 1, 2025 for our executive officers who are not directors is set forth below. Robert Abel, Ph.D., age 43, has served as our executive vice president and chief scientific officer, platform since January 2024 and previously served as our chief computational scientist, and head of modeling R&D from March 2021 to January 2024. Dr. Abel has been with our company for nearly 15 years and previously served as our executive vice president, science, from January 2020 to March 2021, senior vice president, science, from April 2017 to December 2019, vice president, scientific development from January 2014 to April 2017, director of structure-based science from January 2011 to December 2013, senior principal scientist and product manager from January 2010 to December 2010 and senior scientist from March 2009 to December 2009. Dr. Abel received a B.S. in Chemistry from the University of Florida and a Ph.D. in Chemical Physics from Columbia University. In graduate school, Dr. Abel was a National Science Foundation Graduate Research Fellow and a Department of Homeland Security Research Fellow and worked from May 2005 to August 2005 at Los Alamos National Laboratory under the auspices of the DHS Research Fellowship. Karen Akinsanya, Ph.D., age 57, has served as our president of R&D, therapeutics since February 2022 and previously served as our executive vice president, chief biomedical scientist, head of discovery R&D from January 2020 to February 2022 and as our senior vice president and chief biomedical scientist from April 2018 to December 2019. Dr. Akinsanya spent 12 years at Merck & Co., Inc., or Merck, a pharmaceutical company, where she held a variety of positions across Merck Research Labs, including associate vice president, early scientific assessment lead, business development & licensing from December 2013 to July 2017, collaboration lead and executive director, cardiovascular research from January 2010 to December 2013, and associate director, clinical pharmacology from October 2005 to December 2009. Prior to Merck, Dr. Akinsanya held a number of roles in drug discovery at Ferring Pharmaceuticals in the United Kingdom and the United States from 1997 to 2005. In 2007, Dr. Akinsanya founded Envision Science Group LLC, or Envision, a translational science consulting company, where she currently serves as president. Dr. Akinsanya provided consulting services on behalf of Envision to companies in the pharmaceutical industry between July 2017 and April 2018. Dr. Akinsanya currently serves on the board of directors of Nautilus Biotechnology, Inc., a publicly traded biotechnology company. Dr. Akinsanya received a B.Sc. in Biochemistry from Queen Mary College, University of London, a Ph.D. in Endocrine Physiology from the Imperial College and completed postdoctoral studies at the Ludwig Institute for Cancer Research, University College, London. Margaret Dugan, M.D., age 68, has served as our chief medical officer since July 2023. Dr. Dugan is a board-certified medical oncologist and hematologist with more than 30 years of clinical, medical research, and drug development experience. Prior to joining our company, Dr. Dugan served as chief medical officer of Dracen Pharmaceuticals, Inc., or Dracen, an oncology company, from April 2018 to February 2023. Prior to her role at Dracen, Dr. Dugan held roles of increasing responsibility, including serving as a senior vice president at Novartis AG, where she led oncology-focused global strategic drug development, including several regulatory filings and approvals. Dr. Dugan currently serves on the board of directors of BeiGene, Ltd., a publicly traded biotechnology company. Dr. Dugan received a B.A. in Biology from New York University and an M.D. from New York University School of Medicine. Patrick Lorton, age 41, has served as our executive vice president and chief operating officer, software since January 2024 and as our executive vice president, chief technology officer since March 2021. Mr. Lorton has been with our company for over 15 years and previously served as our senior vice president and chief technology officer from April 2017 to March 2021, vice president of engineering from January 2016 to April 2017, director of software engineering from January 2015 to January 2016, associate director of software engineering from December 2012 to January 2015, project leader from January 2011 to December 2012 and scientific developer from September 2006 to December 2012. Prior to joining our company, Mr. Lorton served as a chemistry research assistant from December 2005 to September 2006 and a computer science research assistant from August 2004 to July 2006 at Indiana University Bloomington. Mr. Lorton received a B.S. in Computer Science and a B.A. in Mathematics and Chemistry from Indiana University Bloomington. Geoffrey Porges, age 64, has served as our executive vice president and chief financial officer since August 2022. Dr. Porges previously served as vice chairman of SVB Securities LLC (now known as Leerink Partners LLC), the former investment banking subsidiary of SVB Financial Group, or SVB Securities, from January 2022 to August 2022, and as venture partner of SVB Capital, the private equity arm of SVB Financial Group, from January 2022 to April 2023. Prior to his role as vice chairman, Dr. Porges held positions of increasing responsibility at SVB Securities, including serving as senior managing director from February 2019 to January 2022 and as senior biopharmaceuticals analyst and director of therapeutics research from November 2015 to February 2019. Prior to joining SVB Securities, Dr. Porges spent 13 years at Alliance Bernstein, an investment management firm, most recently serving as managing director. Prior to joining Alliance Bernstein, Dr. Porges was chief operating officer and head of health, medical and biotechnologies programs at BTG Plc, a pharmaceutical company, from 1999 to 2002 and was a member of the board of directors of Acambis plc from 2001 to 2003. Dr. Porges received a Bachelor of Medicine and a Bachelor of Surgery from the University of Sydney and an M.B.A. from Harvard Business School. Yvonne Tran, age 54, has served as our chief people officer since May 2023 and as our executive vice president and chief legal officer since April 2017. She served as our general counsel from April 2010 to April 2017. Prior to joining our company, Ms. Tran previously served as senior corporate counsel at Oracle America, Inc., or Oracle, a technology company, from January 2008 to April 2010. Prior to joining Oracle, Ms. Tran served as outside legal consultant from January 2006 to January 2008 and deputy general counsel from April 2000 to January 2006 at DoubleClick, Inc., an advertising technology company since acquired by Google LLC. Ms. Tran received a B.A. in Molecular Biophysics and Biochemistry from Yale University and a J.D. from the University of Virginia School of Law.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
Executive Summary
| What We Heard | What We’ve Done Following Outreach | | Stock options with time-based vesting conditions are not sufficiently performance-driven, as stock prices may be influenced by trends within a company’s given industry, and we should continue the use of performance-based equity awards for the full team of executive officers. | After discussing with our compensation consultant and our compensation committee, in March 2025, we continued our use of performance-based equity awards to our full team of executive officers to continue to adhere to our pay for-performance philosophy. Whereas in 2023, only our chief executive officer, our chief financial officer and our president of R&D, therapeutics received a portion of their annual equity-based compensation in the form of performance-based restricted stock units, or PRSUs, in March 2024 and in March 2025, each of our executive officers was granted a combination of PRSUs and option awards for his or her performance during 2023 and 2024, respectively. As with 2023 and 2024, in March 2025, a portion of the chief executive officer’s option awards had an exercise price per share equal to 110% of the closing price of our common stock on the date of grant, which we refer to as premium-priced options. Such premium priced options result in a potential payout only if there is an appreciation of our stock price following the date of grant. |
Executive Summary
We intend to continue our stockholder outreach following the filing of this proxy statement with the SEC, to seek support for our annual meeting proposals and to solicit additional feedback regarding governance, compensation and other matters of importance to our stockholders. We view this outreach effort as a valuable opportunity to discuss measures that are important to our stockholders. We also intend to continue our stockholder engagement efforts following the Annual Meeting regardless of the vote results on the proposals included herein. 2024 Pay Outcomes and Decisions The following summarizes the key decisions made with respect to compensation for our named executive officers during the 2024 fiscal year. •Our compensation committee made adjustments, ranging from an increase of 4% to 12.2%, to base salaries based on competitiveness to the external market and individual scope of responsibility and performance. •Based on our strong performance achievement as described under “2024 Highlights and 2025 Strategic Actions and Focus” above, short-term annual performance-based cash incentives were paid out at 115% of target. •To ensure alignment of the interests of our named executive officers with those of our stockholders, annual equity awards were made in the form of (i) stock options, with vesting based on continued service, the value of which depends on the performance of our common stock price and which the compensation committee considers performance-related, particularly for a relatively newly public company, and in the case of our chief executive officer, a portion of such options included premium-priced options and (ii) in the case of all of our executive officers, PRSUs, which vest only upon achievement of specified performance goals.
Compensation Objectives and Philosophy
Compensation Objectives and Philosophy To foster the future success of the company, our compensation committee rewards our executive officers in a manner that reinforces our pay-for-performance philosophy. Our compensation committee has designed our compensation program to align executive interests with our strategic objectives for growth and with the interests of our stockholders and to attract, retain and motivate employees whose performance is expected to drive long-term stockholder value. Our compensation committee is committed to ensuring that a substantial portion of our executive compensation is “at risk” and “variable”. The graphic below illustrates the target mix of compensation elements among base salary, annual performance-based cash incentive award, and long-term equity incentive awards that vest over multiple years for our named executive officers (other than our chief executive officer) in 2024. In addition to time-based options, we granted PRSUs to each of our named executive officers, which vest upon specified performance metrics. As of the grant date, the performance conditions for the PRSUs granted to each of our named executive officers were not considered probable of occurring and, as a result, the aggregate grant date fair value of those PRSUs, for purposes of this graphic, is $0 and the PRSUs are not included in the graphic below. We believe the target compensation mix provided to our chief executive officer in 2024 focused on our long-term success and was aligned with the long-term interests of our stockholders, in accordance with our compensation philosophy. The graphic below illustrates the target mix of compensation elements among base salary, annual performance-based cash incentive award, and long-term equity option awards that vest over multiple years for our chief executive officer in 2024. Approximately 84.0% of the target compensation mix was at-risk. Approximately 72.0% of the target compensation mix consisted of long-term incentive compensation in the form of stock options that vest over multiple years. In addition to time-based options, we granted PRSUs to Dr. Farid, which vest upon specified performance metrics. As of the grant date, the performance conditions for the PRSUs granted to Dr. Farid were not considered probable of occurring and, as a result, the aggregate grant date fair value of those PRSUs, for purposes of this graphic, is $0 and the PRSUs are not included in the graphic below. Reflecting the strong alignment between pay and performance over the last year, our chief executive officer’s total realizable pay in the year ended December 31, 2024, represented by his actual salary and annual cash incentive earned, is approximately 28.0% of the total compensation disclosed in the Summary Compensation Table below on page 45. Approximately 72.0% of Dr. Farid’s 2024 total compensation as reported in the Summary Compensation Table on page 45 of this proxy statement relates to stock options granted in 2024 which vest over a four-year period. For more information on total compensation of Dr. Farid as calculated under SEC rules, see the Summary Compensation Table on page 45. This discussion of realizable pay is not a substitute for the total compensation of Dr. Farid as reported in the Summary Compensation Table.
Overview of Our Compensation Programs
| Compensation Element | Purpose | Features | Risk Level | | Base salary | To attract and retain highly skilled executives | Fixed component of pay to provide financial stability, based on responsibilities, experience, skill, expertise, knowledge and individual contributions | Not at risk | | Annual performance-based cash incentive | To promote and reward the achievement of our key short-term strategic and corporate performance goals; to motivate and attract executives | Variable, performance-based compensation linked to achievement of annual quantitative and qualitative company performance goals | At risk, short-term incentive | | Long-term equity incentive awards | To focus executives on long-term performance and further align their interests to that of our stockholders; to promote retention; to reward outstanding company and individual performance | Stock options subject to multi-year vesting based on continued service, the value of which depends on the performance of our common stock price, in order to directly align executive interests with those of our stockholders over the longer-term In 2023, we introduced (i) PRSUs for our chief executive officer, chief financial officer and president of R&D, therapeutics, (ii) premium-priced stock options for our chief executive officer, and (iii) RSUs subject to four-year vesting based on continued service for all of our other executives. In 2024, we continued our practice of granting premium-priced options to our chief executive officer, and we broadened our use of PRSUs to our full team of executive officers. In 2025, we continued our practice of granting premium-priced options to or chief executive officer and our practice of granting PRSUs to our full team of executive officers. | At risk, long-term incentive |
Overview of Our Compensation Programs
Salary. We consider increases in base salary based upon an assessment of each executive’s performance, skill, knowledge and scope of responsibilities, and an assessment of competitive market data based on our peer group that is approved by the compensation committee. Annual Performance-Based Cash Incentive. Focusing on pay-for-performance, our 2024 performance-based cash incentive program was designed to reward achievements for 2024 as measured against pre-established quantitative and qualitative company performance goals. Equity Awards. We typically make equity grants to each of our executive officers upon commencement of employment and annually in conjunction with our review of their individual performance and competitive market data based on our approved peer group. We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture, and help align the interests of our executives and our stockholders. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package as it directly ties our executives’ success to that of our stockholders. The mix of compensation components is designed to reward annual performance against corporate goals and drive long-term company performance and create stockholder value. The compensation committee generally established overall target compensation for our executive officers near the 50th percentile of compensation paid to similarly situated executives of companies in our peer group. Competitive market positioning is only one of a multitude of factors that our compensation committee considers in making compensation decisions. As described below under “Role of Our Compensation Committee and Management in Setting Executive Compensation,” other factors considered by our compensation committee include individual performance, potential, criticality to the business, and internal equity. In addition to our direct compensation elements, the following features of our compensation program are designed to align the interests of our executives with those of our stockholders and to follow market best practices:
Overview of Our Compensation Programs
| What We Do | | What We Don’t Do | | | ☑ | Use market data from an industry-specific peer group to set competitive compensation levels | ☒ | Allow hedging of equity | | ☑ | Deliver executive compensation primarily through performance-based pay | ☒ | Permit re-pricing of stock options without stockholder approval | | ☑ | Set challenging short-term incentive corporate goals | ☒ | Provide supplemental executive retirement plans | | ☑ | Offer market-competitive benefits for executives that are consistent with those offered to the rest of our employees | ☒ | Provide tax gross-up payments for any change-of-control payments | | ☑ | Cap payouts at 150% of target for our PRSUs | ☒ | Provide perquisites | | ☑ | Maintain a clawback policy covering erroneously awarded incentive-based executive compensation | ☒ | Guarantee annual salary increases or annual equity grants | | ☑ | Maintain stock ownership guidelines applicable to our senior executive officers and non-employee directors | ☒ | Include an evergreen provision in our 2022 Equity Incentive Plan | | ☑ | Hold annual stockholder advisory say-on-pay votes | ☒ | Grant equity awards in anticipation of the release of material nonpublic information | | ☑ | Double-trigger arrangements upon a change of control | | | | ☑ | Undertake active stockholder engagement efforts | | | | ☑ | Consult with an independent compensation consultant on compensation levels and practices | | | | ☑ | Maintain an insider trading policy | | |
Role of Our Compensation Committee and Management in Setting Executive Compensation
Role of Our Compensation Committee and Management in Setting Executive Compensation Our compensation committee reviews and oversees our executive compensation policies and programs. Our compensation committee reviews and determines the compensation of our executive officers, including the named executive officers, and makes recommendations to the board of directors with respect to the compensation of our chief executive officer. In connection with this process, the compensation committee evaluates the total mix of compensation vehicles to align each with our business goals and strategy. Our compensation committee believes that executive pay decisions require consideration of a multitude of relevant factors that may vary from year to year. In making executive compensation decisions, our compensation committee generally takes into consideration the factors listed below: •corporate performance, business needs and business impact; •each named executive officer’s individual performance, experience, job function, change in position or responsibilities, and expected future roles, responsibilities and contributions to our company; •internal pay equity among named executive officers and positions; •the need to attract new talent to our executive team and retain existing talent in a highly competitive industry and geographic region; •a range of market data reference points as described below under “Defining and Comparing Compensation to Market Benchmarks”; •the total compensation cost and stockholder dilution from executive compensation actions; •trends and compensation paid to similarly situated officers within our market; •recommendations of the outside, independent compensation consultant; •a review of a named executive officer’s total targeted and historical compensation and equity ownership; •our chief executive officer’s recommendations (with respect to executive officers other than himself), based on his direct knowledge of the performance by our named executive officers; and •evolving best practices in compensation and governance. The evaluation of our executive officers is based in part on our overall corporate performance against annual corporate performance goals, which are related to financial and operational measures and objectives. The annual corporate performance goals are proposed by our executive team, discussed with the board of directors and approved by the compensation committee early each year, as discussed in more detail below. These annual corporate performance goals are designed to tie to the company’s overall corporate objectives. After the end of each year, our compensation committee determines overall corporate performance against these predetermined corporate performance goals. As a part of determining our executive officers’ compensation, our compensation committee receives recommendations from our chief executive officer (except with respect to his own performance and compensation). In making his recommendations for executive officers other than himself, the chief executive officer receives input from our human resources department and has access to various third-party compensation surveys and compensation data provided by the independent compensation consultant to the compensation committee, as described below. While the chief executive officer discusses his recommendations for the other executive officers with the compensation committee, he does not participate in the deliberations concerning his own compensation. Our chief executive officer’s annual base salary and his annual performance-based cash incentive award is approved by our board of directors, based upon the recommendation of our compensation committee. Either our compensation committee or our board of directors approves annual equity awards to our executive officers, including our chief executive officer. Annual base salaries, annual performance-based cash incentive awards for prior year performance and annual equity awards are generally determined in the first quarter of each year. Our compensation committee may also review the compensation of our executive officers throughout the course of the year, including in connection with promotions or other special circumstances that our compensation committee determines to be appropriate.
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant Since 2018, our compensation committee has retained Aon as its independent compensation consultant, to provide comparative data on executive compensation and director compensation practices in our industry and to advise on our executive compensation program generally. The compensation committee annually evaluates its engagement of compensation consultants, and selected Aon to advise with respect to compensation matters based on Aon’s industry experience and reputation, which our compensation committee concluded gave Aon useful context and knowledge to advise it. During 2024, our compensation committee directly retained Aon to advise the compensation committee on our compensation program for executive officers and directors. As part of its services, Aon provided the compensation committee with publicly available compensation data from a peer group of similarly situated publicly traded companies. Aon provided guidance to the compensation committee with respect to the amount and form of executive and director compensation, design of the global long-term incentive program, including the use of PRSUs for our executive officers, and an overview of the latest trends in executive compensation. Following our stockholder engagement, which took place in June 2024 and between November 2024 and January 2025, Aon discussed with our compensation committee and our senior management the results of our stockholder outreach process and made recommendations as to the compensation program features that should be maintained based on prior improvements made to our executive compensation program, taken in response to the concerns previously raised and discussed during more recent meetings. Although our compensation committee considers the advice and guidance of Aon as to our executive compensation program and our director compensation program, our compensation committee ultimately makes its own determinations about these matters. In the future, we expect that our compensation committee will continue to engage independent compensation consultants to provide additional guidance on our executive compensation programs and to conduct further competitive benchmarking against a peer group of publicly traded companies. Aon was retained exclusively by the compensation committee and has not been retained by management to perform any work for the company other than projects performed at the direction of the compensation committee. The compensation committee reviewed information regarding the independence and potential conflicts of interest of Aon, taking into account, among other things, the factors set forth in the Nasdaq listing standards. Based on such review, the compensation committee concluded that the engagement of Aon did not raise any conflict of interest.
Defining and Comparing Compensation to Market Benchmarks
Defining and Comparing Compensation to Market Benchmarks The compensation committee uses competitive compensation data from an annual total compensation study of peer companies, compiled by Aon, to help inform its decisions about overall compensation opportunities and specific compensation elements. In evaluating the total compensation of our named executive officers, our compensation committee, using information provided by Aon, establishes a peer group of publicly traded companies in the life sciences and software industries. For purposes of executive and director compensation decisions for 2024, in August 2023, our compensation committee, with the advice of Aon, selected our peer group for 2024, or our 2024 peer group, seeking to have an equal balance of smaller and larger companies by market capitalization and size. The selection criteria for inclusion in the 2024 peer group included: •A majority of biotechnology companies (including biopharmaceuticals, medical devices and diagnostics companies), supplemented by software technology peers, with additional focuses on platform technology and drug discovery, that had: ◦Annual revenues of $100 million to $600 million (to exclude mature, commercial companies); ◦A market capitalization of approximately one-third to three times our market capitalization at the time of review; ◦Headcount of one-third to three times our projected headcount for the end of 2023, which resulted in a range of approximately 300 to 2,400 employees in size; and ◦An initial public offering within the last five years. In addition, in establishing the peer group for the following compensation cycle, the compensation committee reviews the current peer group with a view to preserve continuity in peer group from year to year, despite the inherent volatility in market capitalization and size of companies in our industries, and to address acquisition activity. For the purposes of determining the 2025 peer group, which the compensation committee used to inform, in part, executive and director compensation levels for 2025, the selection criteria were substantially the same as the criteria for the 2024 peer group, however the market capitalization range was adjusted upward to reflect our higher market capitalization at the time of review in September 2024. With reference to these metrics, the compensation committee established the following peer groups for 2024 and 2025 as set forth in the following table:
Defining and Comparing Compensation to Market Benchmarks
| Peer Group Company | 2024 Peer Group | 2025 Peer Group | | Life Sciences Peers | | | | 10x Genomics | X | X | | Adaptive Biotechnologies Corp. | X | X | | Blueprint Medicines Corp. | X | X | | BridgeBio Pharma, Inc. | X | X | | CRISPR Therapeutics AG | X | X | | Denali Therapeutics Inc. | X | X | | Doximity | X | X | | ForgeRock | X* | | | Ginkgo Bioworks Holdings, Inc. | X | X | | Halozyme Therapeutics, Inc. | X | X | | Inspire Medical Systems, Inc. | X | X | | Ionis Pharmaeuticals | X | X | | Pacific Biosciences of California | X | X | | Quanterix Corporation | | X | | Recursion Pharmaceuticals, Inc. | X | X | | Twist Bioscience Corp. | X | X | | Software Peers | | | | Appian Corporation | | X | | Certara, Inc. | X | X | | Yext, Inc. | X | X | | Zuora Inc. | X | X |
Defining and Comparing Compensation to Market Benchmarks
* ForgeRock was not part of the 2025 peer group because it was acquired by Thoma Bravo in August 2023. All additions to the 2025 peer group were to maintain a balance of selection criteria while maintaining a robust sample size of companies. This market data was used as a reference point, in addition to other factors, in setting our named executive officer’s compensation in 2024. Since we operate in a technically advanced environment, the competition for experienced and talented executives is high. Our compensation committee’s general aim is for compensation to remain competitive with the market. In 2024, our compensation committee generally targeted total compensation for our executive officers at approximately the 50th percentile of the market data. Competitive market positioning is only one of a multitude of factors, as described above under “Role of Our Compensation Committee and Management in Setting Executive Compensation,” that our compensation committee considers in making compensation decisions, including individual performance and potential, criticality to the business, and internal equity.
Base Salary
Base Salary We provide base salaries to our named executive officers to compensate them with a fair and competitive base level of compensation for services rendered during the year. None of our named executive officers is party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. On an annual basis, our compensation committee determines (or recommends, in the case of the chief executive officer) the base salary for each executive officer, including our named executive officers, based on the executive officer’s performance, skills, knowledge and the responsibilities required of our executive officers. In addition, our compensation committee reviews and considers the level of base salary paid by companies in our peer group for similar positions. Any changes in base salary made as part of the annual review process are typically effective at the beginning of the fiscal year. Our compensation committee's annual assessment of our named executive officers’ base salaries takes into consideration our objective to retain highly qualified executives, to motivate them to achieve our business goals, and to reward them for the achievement of short- and long-term performance. At the beginning of 2024, our compensation committee reviewed the compensation of our chief executive officer and each of our other named executive officers. With respect to Dr. Farid, our compensation committee recommended, and our board of directors approved, an increase in his annual base salary from $677,000 to $704,080 for 2024. This determination was based on his critical role at our company and overall company performance. The compensation committee also approved merit increases in base salary for each of our other named executive officers serving at that time, based on overall company performance (with the input of our chief executive officer), expected roles and responsibilities for 2024, the market conditions and a comparison of their base salaries to the market median base salaries of similarly situated executive officers in our 2024 peer group. The table below sets forth the adjustments to the base salary for 2024, in dollars and as a percentage, for each of our named executive officers.
Base Salary
(1) Salary increase reflects merit and market-based adjustments. Annual Performance-based Cash Incentive. In August 2019, our board of directors adopted our Senior Executive Incentive Compensation Plan. The Senior Executive Incentive Compensation Plan provides for cash incentive payments to be made to certain eligible executive officers, including our named executive officers, based upon the attainment of performance targets established by our compensation committee, which are related to financial and operational measures or objectives with respect to our company. Each executive officer who is selected to participate in the plan has an annual targeted bonus opportunity based on a percentage of salary, but payments under this plan may be higher or lower than the executive’s target bonus opportunity, depending upon our performance. This plan is designed to motivate our executive officers to achieve annual goals based on financial and operating performance objectives. Our compensation committee administers the Senior Executive Incentive Compensation Plan, selects the eligible executive officers, and selects the corporate performance goals. Cash awards paid under the Senior Executive Incentive Compensation Plan are based upon formulas that tie such cash awards to performance targets under the corporate performance goals. The formulas are adopted annually by the compensation committee and communicated to each executive officer at the beginning of each year. The level of achievement of the corporate performance goals will be determined by the compensation committee. If the corporate performance goals are met, payments are made as soon as practicable following the determination by the compensation committee (or the board of directors, upon the recommendation of the compensation committee, in the case of the chief executive officer) of the cash award payable to each executive officer. Subject to the compensation committee’s discretion to pay a pro-rated cash award under limited circumstances, each executive officer must be employed by us on the date the cash award is payable in order to be eligible to receive the cash payment. Our board of directors or the compensation committee may amend or terminate the Senior Executive Incentive Compensation Plan at any time for any reason. The table below summarizes the predetermined 2024 corporate performance goals, the weighting for each target or stretch corporate performance goal and level of performance achievement for each such goal as approved by the compensation committee. Certain of these corporate performance goals include highly sensitive and competitive data, including preclinical, clinical, regulatory, technical, operational and financial targets. We do not disclose the specific portions of these goals because we believe that such disclosure would result in competitive harm to us. Revealing certain elements of these goals could potentially reveal insights about our preclinical, clinical, regulatory, financial and strategic plans or objectives that our competitors or potential collaborators could use against us. Based on the assessments and calculations described below, our compensation committee determined that the 2024 corporate performance goals were achieved at an overall level of 115% of target.
Base Salary
| Name | 2024 Target Incentive Award (% of 2024 Base Salary)(1) | 2024 Target Incentive Award Opportunity ($) | 2024 Actual Incentive Award ($)(2) | 2024 Actual Incentive Award (% of 2024 Target Incentive Award Opportunity) | | Ramy Farid | 65% | $457,652 | $526,300 | 115% | | Geoffrey Porges | 55% | $344,916 | $396,653 | 115% | | Karen Akinsanya | 55% | $309,452 | $355,870 | 115% | | Robert Abel | 50% | $230,010 | $264,512 | 115% | | Patrick Lorton | 50% | $230,010 | $264,512 | 115% |
Base Salary
(1)Target incentive awards for 2024 increased over target incentive awards for 2023 based on competitive market study and benchmarking across industry peers. (2)Under the Senior Executive Incentive Compensation Plan, the actual cash incentive awards were determined for 2024 by multiplying the target incentive award opportunity for each named executive officer by 115%, which is the overall achievement level of the corporate performance goals as determined by our compensation committee. In April 2025, the compensation committee determined the performance goals that will be used to assess corporate performance in 2025. Cash incentive awards under the 2025 annual incentive program will be determined in substantially the same manner as under the 2024 annual incentive program.
Equity Incentives
Equity Incentives Although we do not have a formal policy with respect to the grant of equity incentive awards to our named executive officers, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture, help to align the interests of our named executive officers and our stockholders and provide competitive levels of executive compensation. We believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our named executive officers to remain in our employment during the vesting period. We also believe that equity awards with performance-based vesting conditions further align executive interests with those of our stockholders. The market for qualified and talented executives in the industry in which we operate is highly competitive, and we compete for talent with many companies that have greater resources than we do. As such, we believe equity compensation is a crucial component of any competitive executive compensation package we offer. Our compensation committee or our board of directors typically makes equity grants to our named executive officers upon commencement of employment and annually in the first quarter of the year in conjunction with our review of their individual performance and competitive market data based on our approved peer group. The size of equity awards varies among our executive officers based on their positions, competitive market data, and annual performance assessments. None of our executive officers is party to an employment agreement that provides for the automatic grant of equity awards. We have historically provided a significant portion of our executive compensation in the form of stock options, including in 2024. In 2024 and 2025, we also provided a significant portion of our annual executive compensation in the form of PRSUs to our executive officers. Additionally, in 2023 and 2025, we also provided a portion of our executive compensation in RSUs. The options that we grant to our named executive officers typically vest and become exercisable as to 25% of the shares underlying the option on the first anniversary of the vesting commencement date and as to an additional 2.0833% of the original number of shares underlying the option monthly thereafter. Vesting rights cease upon termination of employment and exercise rights for previously vested stock options cease shortly after termination of employment, though exercisability is extended in the case of death or disability. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including no voting rights and no right to receive dividends or dividend equivalents. The term of the options is ten years. The RSUs vest in equal annual installments over a period of four years, subject to continued service to the company. The PRSUs vest only upon the achievement of specified performance goals. Vesting rights cease upon termination of service. Prior to the vesting of PRSUs, the holder has no rights as a stockholder with respect to the shares subject to such PRSU, including no voting rights and no right to receive dividends or dividend equivalents. All stock options granted (other than the premium-priced stock options granted to our chief executive officer in 2023, 2024 and 2025) have exercise prices equal to the fair market value of our common stock on the date of grant, which is typically the date that either our compensation committee or our board of directors approves such award. The exercise prices are determined by reference to the closing market price of our common stock on the Nasdaq Global Select Market on the date of grant, so that the recipient will not realize any value from his or her options unless our stock price increases above the stock price on the date of grant. Accordingly, the equity compensation portion of our named executive officers’ compensation is at risk and is directly aligned with stockholder value creation. As part of the ongoing review of our compensation strategy and practices, the compensation committee determines the appropriate mix of the type of equity awards and the size of the award, based in part on recommendations from Aon. The compensation committee may approve different award types in the future as part of the overall compensation strategy. 2024 Annual Equity Awards In connection with the annual review of our named executive officers’ compensation and consistent with our compensation philosophy, in March 2024, our compensation committee granted to our named executive officers options to purchase shares of our common stock in the amounts set forth in the table below, each at an exercise price of $25.24 per share, unless otherwise indicated in the table below, and PRSUs. These option and PRSU grants were based on the named executive officer’s level of responsibility within our company, equity ownership in relation to the peer group benchmark data, and the compensation committee’s assessment of the named executive officer’s individual performance (with input from our board of directors, in the case of our chief executive officer) and our overall company performance, in each case without reference to any specific metric.
Equity Incentives
| Name | 2024 Option Awards (#) | 2024 RSU Awards (#) | 2024 PRSU Awards (#) | | Ramy Farid | 213,271(1)(2) | — | 35,000(3) | | Geoffrey Porges | 90,000(1) | — | 15,000(3) | | Karen Akinsanya | 120,000(1) | — | 20,000(3) | | Robert Abel | 90,000(1)(4) | — | 15,000(3)(5) | | Patrick Lorton | 90,000(1)(4) | — | 15,000(3)(5) |
Equity Incentives
(1)These options vested as to 25% of the original number of shares underlying the options on March 4, 2025, and vest in equal monthly installments for the remaining shares through March 4, 2028. (2)Includes (i) an option to purchase 126,000 shares of common stock, with an exercise price of $25.24 per share, the closing price on the date of grant and (ii) a premium-priced option to purchase 87,271 shares of common stock at an exercise price per share of $27.76, equal to 110% of the closing price on the date of grant. (3)These PRSUs vest as to the percentage assigned to each of three performance metrics relating to software performance, Schrödinger therapeutics group performance and operating performance, as measured at the end of the measurement period ending on December 31, 2025, upon certification by our compensation committee of achievement of the applicable performance metrics, and which will vest, assuming performance metrics are met, following the filing of our annual report on Form 10-K for the fiscal year ending December 31, 2026. The level of achievement of the PRSUs provide for a threshold (50%) payout, a target (100%) payout, and a maximum (150%) payout. The amounts in the table above are shown at target. (4)Consists of (i) an option to purchase 60,000 shares of common stock that was approved by our compensation committee on March 4, 2024 and (ii) an option to purchase 30,000 shares of common stock that was approved by our compensation committee on March 21, 2024. The options granted on March 21, 2024 have an exercise price of $27.51 per share. The options vest as described above in footnote 1. Our compensation committee approved the grant of the additional option grant on March 21, 2024 in order to increase the annual equity award granted to Dr. Abel to reflect his critical role in developing our computational platform and to Mr. Lorton to reflect his critical role in growing our software business, each to accomplish our strategic business priorities. (5)Consists of (i) a grant of 10,000 PRSUs that was approved by our compensation committee on March 4, 2024 and (ii) a grant of 5,000 PRSUs that was approved by our compensation committee on March 21, 2024. The PRSUs vest as described above in footnote 3. The amount in the table above is shown at target. Our compensation committee approved the grant of the additional PRSUs on March 21, 2024 in order to increase the annual equity award granted to Dr. Abel to reflect his critical role in developing our computational platform and to Mr. Lorton to reflect his critical role in growing our software business, each to accomplish our strategic business priorities. The grant date fair values of the equity awards granted to our named executive officers in 2024 and shown in the Summary Compensation Table and the Grants of Plan-Based Awards for 2024 table below were determined in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. The compensation committee’s overall philosophy is to award equity that takes into account individual performance, potential, criticality to the business, internal equity and relative alignment to the peer group median. The equity awards granted are reflective of that philosophy and our strong performance for 2023.
2025 Executive Compensation Decisions
2025 Executive Compensation Decisions In 2023, we initially restructured our executive compensation program to introduce PRSUs for certain of our named executive officers to further adhere to our pay for performance philosophy. In 2024, we broadened our executive compensation program by introducing PRSUs for all of our executive officers to further adhere to our pay for performance philosophy. In 2025, we continued our practice of granting PRSUs to all of our executive officers, and we also granted RSUs to all of our executive officers, which vest in equal annual installments over a period of four years, subject to continued service to the company. We also granted options with time-based vesting conditions to our named executive officers, which for our chief executive officer included a premium-priced option with an exercise price equal to 110% of the closing price of our common stock on the date of grant. The target aggregate grant value for the PRSUs and the premium-priced options granted to our chief executive officer in 2025 is expected to equal at least 50% of the total value of the long-term equity incentive award granted to Dr. Farid. In January 2025, our compensation committee (or our board of directors, in the case of our chief executive officer) approved 2025 base salaries and target cash incentive percentages for 2025, and in March 2025, our compensation committee approved (with input from our board of directors, in the case of our chief executive officer) annual equity awards for our named executive officers. The table below sets forth the 2025 compensation levels for each of our named executive officers.
2025 Executive Compensation Decisions
| Name | 2025 Base Salary (1) | Base Salary Increase over 2024 (%) | 2025 Target Cash Incentive Award (% of 2025 Base Salary) | Increase in Target Cash Incentive Award from 2024 | Options | RSU | PRSU | | | | | | | Awards (#) | Awards (#) | Awards (#) | | Ramy Farid | $730,000 | 3.7% | 85%(2) | 20% | 150,000(3)(4) | 37,500(5) | 37,500(6) | | Geoffrey Porges | $650,000 | 3.6% | 55% | —% | 50,000(4) | 12,500(5) | 12,500(6) | | Karen Akinsanya | $600,000 | 6.6% | 60% | 5% | 62,500(4) | 15,625(5) | 15,625(6) | | Robert Abel | $500,000 | 8.7% | 50% | —% | 50,000(4) | 12,500(5) | 12,500(6) | | Patrick Lorton | $500,000 | 8.7% | 50% | —% | 50,000(4) | 12,500(5) | 12,500(6) |
2025 Executive Compensation Decisions
(1)The base salaries were effective as of January 1, 2025. The salary increases reflect merit and market-based adjustments. (2)Dr. Farid’s target cash incentive award increase reflects market-based adjustments to align with our highly competitive industry peers. (3)Includes an option to purchase 60,000 shares of common stock, with the exercise price and vesting schedule described below in footnote 3 and a premium-priced option to purchase 90,000 shares of common stock at an exercise price per share of $23.36, equal to 110% of the closing price on the date of grant. (4)On March 3, 2025, our compensation committee approved the grant of these stock option awards at an exercise price of $21.24 per share, the closing price on the date of grant. The options are subject to time-based vesting, with 25% of the shares underlying the option vesting on the first anniversary of the grant date and an additional 2.0833% of the original number of shares underlying the option vesting monthly thereafter. (5)On March 3, 2025, our compensation committee approved the grant of these RSUs, which vest in equal annual installments over a period of four years, subject to continued service to the company. (6)On March 3, 2025, our compensation committee approved the grant of these PRSUs. The PRSUs vest as to the percentage assigned to each of three performance metrics relating to software performance, Schrödinger therapeutics group performance and operating performance, as measured at the end of the measurement period ending on December 31, 2026, upon certification by our compensation committee of achievement of the applicable performance metrics, and which will vest, assuming performance metrics are met, following the filing of our annual report on Form 10-K for the fiscal year ending December 31, 2027. The level of achievement of the PRSUs provide for a threshold (50%) payout, a target (100%) payout, and a maximum (150%) payout. The amounts in the table above are shown at target.
Severance and Change in Control Benefits
Severance and Change in Control Benefits Our Executive Severance and Change in Control Benefits Plan, which we refer to as the Severance Plan, which initially became effective following the closing of our initial public offering and was most recently amended in August 2022, provides severance benefits to certain of our executives, including our named executive officers, if their employment is terminated by us without “cause” or, only in connection with a “change in control” of our company, they terminate employment with us for “good reason” (as each of those terms is defined in the Severance Plan). We believe that providing these benefits helps us compete for executive talent. These benefits are designed to promote stability and continuity of our executives and are intended to preserve employee morale and productivity and encourage retention in the face of the disruptive impact of an actual, threatened, or rumored change in control of the company. We prefer to have certainty regarding the potential severance amounts payable to named executive officers, rather than negotiating severance at the time that a named executive officer’s employment terminates. Please refer to “—Executive Severance and Change in Control Benefits Plan” below for a more detailed discussion of severance and change in control benefits for our named executive officers. We also have provided estimates of the value of the severance payments made and other benefits provided to our named executive officers under specified termination circumstances under the caption “—Potential Payments Upon Termination or Change in Control” below.
Benefits and Other Compensation
Benefits and Other Compensation Other compensation to our executives consists primarily of the broad-based benefits we provide to all full-time employees in the United States, including medical, dental and vision insurance, group life and disability insurance. We also maintain a defined contribution employee retirement plan for our employees, including our named executive officers. The plan is intended to qualify as a tax-qualified 401(k) plan so that contributions to the 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan (except in the case of contributions under the 401(k) plan designated as Roth contributions). Under the 401(k) plan, each employee is fully vested in his or her deferred contributions. Vesting in our discretionary matching contributions is based on years of service to us, with 25% vesting per year of service to us and 100% vesting at the end of the fourth year of service to us. Employee contributions are held and invested by the plan’s trustee as directed by participants. Our 401(k) plan provides that each participant can contribute up to 75% of such participant’s eligible compensation (pre-tax or post-tax Roth contributions), up to the statutory limit, which was $22,500 for 2023 and $23,000 for 2024. Participants who are at least 50 years old are also eligible to make “catch-up” contributions of up to an additional $7,500 above the statutory limit in each of 2023 and 2024. The 401(k) plan provides us with the discretion to match participant contributions up to certain specified amounts. Effective January 1, 2019, we began making discretionary matching contributions to participants under our 401(k) plan equal to 50% of the participant’s contribution to the 401(k) plan up to a maximum participant contribution of 8% of participant’s eligible compensation. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites to our named executive officers. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our compensation committee.
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards Equity awards for our employees are generally approved on dates the compensation committee meets or on the date of approval of unanimous written consents by the compensation committee, and vesting dates are determined by the compensation committee. Committee meetings are normally scheduled well in advance and are not scheduled with an eye to announcements of material nonpublic information regarding the company. The compensation committee may make an award with an effective date in the future, including awards contingent on commencement of employment, execution of a new employment agreement or some other subsequent event, or may act by unanimous written consent on the date of such an event when the proposed issuances have been reviewed by the compensation committee prior to the date of the event. We typically make equity grants to each of our executive officers upon commencement of employment and annually in the first quarter of the year in conjunction with our review of their individual performance and competitive market data based on our approved peer group. Equity grants to non-executive employee new-hires are typically made mid-month on a monthly basis. Under our non-employee director compensation policy, the grants of annual stock options and RSUs to non-employee directors serving at the time of our annual meeting of stockholders are effective on the date of such annual meeting. Under our non-employee director compensation policy, our board of directors grants stock options and RSUs to new non-employee directors effective upon the director’s initial election to our board of directors. During 2024, neither the board nor the compensation committee took material nonpublic information into account when determining the timing or terms of stock options, nor did we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We did not grant equity awards to any named executive officer during any period beginning four business days before and ending one business day after the filing of any of our quarterly reports on Form 10-Q or our annual report on Form 10-K, or the filing or furnishing of any of our current reports on Form 8-K that disclosed any material nonpublic information.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the periods presented.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Ramy Farid President and Chief Executive Officer | 2024 | 704,080 | — | —(3) | 3,162,113 | 526,300 | 14,607(4) | 4,407,100 | | | 2023 | 677,000 | — | —(3) | 2,067,787 | 365,580 | 13,798 | 3,124,165 | | | 2022 | 651,000 | — | — | 2,877,355 | 374,976 | 12,701 | 3,916,032 | | Geoffrey Porges Chief Financial Officer | 2024 | 627,120 | — | —(3) | 1,353,981 | 396,653 | 14,607(4) | 2,392,361 | | | 2023 | 603,000 | — | —(3) | 763,594 | 271,350 | 13,798 | 1,651,742 | | | 2022(5) | 213,474 | 230,000(6) | —(3) | 2,698,806 | 102,970 | 8,625 | 3,253,875 | | Karen Akinsanya President of R&D, Therapeutics | 2024 | 562,640 | — | —(3) | 1,805,307 | 355,870 | 12,901(4) | 2,736,718 | | | 2023 | 541,000 | — | —(3) | 882,663 | 243,450 | 13,287 | 1,680,400 | | | 2022 | 515,375 | — | — | 1,070,644 | 249,600 | 12,701 | 1,848,320 | | Robert Abel Chief Scientific Officer, Platform | 2024 | 460,020 | — | —(3) | 1,395,052 | 264,512 | 12,307(4) | 2,131,891 | | | 2023 | 410,000 | — | 245,593(7) | 882,663 | 147,600 | 11,848 | 1,697,704 | | | 2022 | 374,000 | — | — | 936,813 | 143,616 | 10,751 | 1,465,180 | | Patrick Lorton Chief Operating Officer, Software and Chief Technology Officer | 2024 | 460,020 | — | —(3) | 1,395,052 | 264,512 | 12,307(4) | 2,131,891 | | | 2023 | 410,000 | — | 190,279(7) | 683,586 | 147,600 | 11,880 | 1,443,345 | | | 2022 | 370,000 | — | — | 936,813 | 142,080 | 10,751 | 1,459,644 |
Summary Compensation Table
(1)The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock options awarded during the year computed in accordance with FASB ASC, Topic 718. See Note 9 to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025, regarding assumptions underlying the valuation of stock options. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. (2)The amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect annual cash incentive payments earned by our named executive officers for their performance in 2024, 2023 and 2022, respectively, under the Senior Executive Incentive Compensation Plan. For a description of the plan, see “—Annual Performance-based Cash Incentive” above. (3)The amounts reflect the respective aggregate grant date fair values of the PRSUs granted calculated in accordance with FASB ASC Topic 718 based upon the probable outcome of the applicable performance conditions. As of the respective grant dates, the performance conditions for the PRSUs were not considered probable of occurring and, as a result, the fair value of those PRSUs, for purposes of this table, was $0. See Note 9 to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025, Note 10 to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024 and Note 10 to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 28, 2023. Assuming that the highest level of performance vesting conditions of the PRSUs were achieved as of the grant date, the grant date fair values of PRSUs granted in 2024 would have been $1,325,100 for Dr. Farid, $567,900 for Dr. Porges, $757,200 for Dr. Akinsanya, $584,925 for Dr. Abel, and $584,925 for Mr. Lorton, and the grant date fair values of PRSUs granted in 2023 would have been $796,518 for Dr. Farid, $307,777 for Dr. Porges, and $355,801 for Dr. Akinsanya. Assuming the highest level of performance vesting conditions of the PRSUs were achieved as of the grant date, the grant date fair value of PRSUs granted to Dr. Porges in 2022 would have been $2,569,500. (4)Represents (i) premiums of $807 paid by us during 2024 with respect to group life, accidental death and dismemberment and long-term disability insurance policies consistent with those provided to all of our employees, including each of our named executive officers and (ii) matching contributions of $13,800 to Dr. Farid and Dr. Porges, $12,094 to Dr. Akinsanya and $11,500 to Dr. Abel and Mr. Lorton, respectively, made by us under our 401(k) plan. (5)Dr. Porges was appointed as our chief financial officer, effective as of August 18, 2022. His annual base salary for 2022 was $580,000. The amounts reported in the “Salary” column and the “Non-Equity Incentive Plan Compensation” column for 2022 are prorated to reflect his start date. (6)Reflects a sign-on bonus of $230,000 in connection with the commencement of his employment as our chief financial officer. (7)The amounts reflect the aggregate grant date fair value of the RSUs awarded during the year computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025, regarding assumptions underlying the valuation of the RSUs.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure that the compensation of every Schrödinger employee reflects the level of their job impact and their responsibilities and is competitive within our peer group. Compensation rates are benchmarked and are generally set to be market-competitive in the country in which the jobs are performed. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop, and contribute. Under rules adopted pursuant to the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are required to calculate and disclose the annual total compensation paid to our median employee, as well as the ratio of the total annual compensation paid to the median employee as compared to the total annual compensation paid to our chief executive officer, which we refer to as the CEO Pay Ratio. The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.
Pay Versus Performance
Pay Versus Performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer, or our PEO, and our other named executive officers, or the Non-PEO named executive officers, as presented in the Summary Compensation Table on page 45, (ii) the “compensation actually paid” to our PEO and to our Non-PEO named executive officers, as calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures, and (iv) the relationship of the compensation actually paid amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our compensation committee evaluates compensation decisions in light of company or individual performance. For a discussion of our compensation philosophy and how our compensation committee seeks to align pay with performance when making compensation decisions, please see “Compensation Discussion and Analysis” beginning on page 25.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | Net (Loss) Income (in thousands) ($)(4) | Total Revenue (in thousands) ($)(5) | | 2024 | 4,407,100 | 667,050 | 2,348,215 | 713,977 | 60.43 | 117.30 | (187,123) | 207,539 | | 2023 | 3,124,165 | 9,660,192 | 2,045,115 | 3,676,741 | 112.16 | 113.76 | 40,720 | 216,666 | | 2022 | 3,916,032 | (3,046,539) | 1,568,352 | 187,840 | 58.55 | 109.79 | (149,189) | 180,955 | | 2021 | 8,493,477 | (21,063,411) | 4,057,728 | (2,628,730) | 109.12 | 112.62 | (101,219) | 137,931 | | 2020 | 8,510,593 | 72,690,646 | 2,353,326 | 16,840,839 | 248.06 | 116.12 | (26,637) | 108,095 |
Pay Versus Performance
(1)Our PEO was Ramy Farid for all years in the table. Our Non-PEO named executive officers were: (i) for 2024, Geoffrey Porges, Karen Akinsanya, Robert Abel and Patrick Lorton; (ii) for 2023, Geoffrey Porges, Karen Akinsanya, Robert Abel and Margaret Dugan; (iii) for 2022, Geoffrey Porges, Jenny Herman, Joel Lebowitz, Karen Akinsanya, Robert Abel, and Yvonne Tran; (iv) for 2021, Joel Lebowitz, Karen Akinsanya, Robert Abel, and Patrick Lorton; and (v) for 2020, Karen Akinsanya and Yvonne Tran. (2)The dollar amounts reported in this column represent the amount of “compensation actually paid” to Dr. Farid and average “compensation actually paid” to our Non-PEO named executive officers, computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following prescribed adjustments were made to Dr. Farid’s and to our Non-PEO named executive officers’ total compensation as reported in the Summary Compensation Table for each year, to determine the amount of compensation actually paid. The Summary Compensation Table amounts and the “compensation actually paid” amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act.
Pay Versus Performance
| | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Average Non-PEO Named Executive Officers* | PEO | Average Non-PEO Named Executive Officers* | PEO | Average Non-PEO Named Executive Officers* | PEO | Average Non-PEO Named Executive Officers* | PEO | Average Non-PEO Named Executive Officers* | | Total Compensation from Summary Compensation Table | $4,407,100 | $2,348,215 | $3,124,165 | $2,045,115 | $3,916,032 | $1,568,352 | $8,493,477 | $4,057,728 | $8,510,593 | $2,353,326 | | Adjustments for Equity Awards | | | | | | | | | | | | Subtract grant date fair value of equity awards reported in the Summary Compensation Table | (3,162,113) | (1,487,348) | (2,067,787) | (1,380,940) | (2,877,355) | (985,122) | (7,470,776) | (3,486,362) | (7,499,672) | (1,679,025) | | Add year-end fair value of awards granted in the covered year that are outstanding and unvested at covered year-end | 2,784,677 | 1,351,001 | 3,378,111 | 1,802,671 | 1,995,200 | 674,500 | 1,843,500 | 860,300 | 57,702,506 | 12,918,426 | | Add year-over-year change in year-end fair values for awards granted in prior years that were outstanding and unvested at covered year-end | (1,736,649) | (859,205) | 2,160,032 | 707,069 | (3,800,546) | (464,474) | (24,233,997) | (3,857,422) | 11,068,483 | 2,646,935 | | Add fair value at vest date for awards granted and vested in covered year | — | — | — | — | — | — | — | — | — | — | | Add change in fair values between prior year-end fair values and vest date fair values for awards granted in prior years for which vesting conditions were satisfied during covered year | (1,625,965) | (638,686) | 3,065,671 | 502,826 | (2,279,870) | (302,116) | 304,385 | (202,974) | 2,908,736 | 601,177 | | Subtract fair value at end of the prior year of awards granted in any prior year that failed to meet applicable vesting conditions in covered year | — | — | — | — | — | (303,300) | — | — | — | — | | Add dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year | — | — | — | — | — | — | — | — | — | — | | Total Adjustments for Equity Awards | $(3,740,050) | $(1,634,238) | $6,536,027 | $1,631,626 | $(6,962,571) | $(1,380,512) | $(29,556,888) | $(6,686,458) | $64,180,053 | $14,487,513 | | Total “Compensation Actually Paid” | $667,050 | $713,977 | $9,660,192 | $3,676,741 | $(3,046,539) | $187,840 | $(21,063,411) | $(2,628,730) | $72,690,646 | $16,840,839 |
Pay Versus Performance
* Amounts presented are averages for the entire group of Non-PEO named executive officers. For the stock options values included in the table above, the valuation assumptions used to calculate fair value were materially different from those used to calculate grant date fair value. The assumptions used in determining fair value of the stock options that vested during 2020, 2021, 2022, 2023 and 2024 or that were outstanding as of December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023 or December 31, 2024, as applicable, were as follows:
Pay Versus Performance
| | Options Vested During Year or Outstanding on December 31 of: | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Expected Volatility | 64% - 68% | 56% - 74% | 57% - 71% | 56% - 62% | 46% - 63% | | Risk-Free Interest Rate | 3.46% - 4.65% | 3.54% - 4.88% | 0.81% - 4.56% | 0.13% - 1.46% | 0.11% - 1.51% | | Expected Dividend Yield | —% | —% | —% | —% | —% | | Expected Term (in years) | 2.37 - 6.54 | 2.21 - 7.39 | 2.07 - 7.88 | 1.99 - 7.89 | 1.82 - 6.26 |
Pay Versus Performance
(3)Reflects cumulative total shareholder return on the Nasdaq Biotechnology Index. The Nasdaq Biotechnology Index is used by us for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2024. The 2020-2023 peer group total shareholder return previously reported had errors in calculation which have been corrected in this proxy statement. The values in the table above and in the CAP vs TSR, Peer Group TSR, Net (Loss) Income and Total Revenue chart below correct the peer group total shareholder return for all years presented. (4)The dollar amounts reported represent the amount of net (loss) income reflected in the Company’s audited financial statements for the applicable year. (5)In the Company’s assessment, total revenue is the financial performance measure that is the most important financial performance measure used by the Company for the most recently completed fiscal year, to link compensation actually paid to performance.
Grants of Plan-Based Awards for 2024
Grants of Plan-Based Awards for 2024 The following table sets forth information concerning each grant of an award made to a named executive officer during the fiscal year ended December 31, 2024 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received. The cash awards were made under our Senior Executive Incentive Compensation Plan and the equity awards were made under our 2022 Plan. Each cash award or equity grant was authorized by our compensation committee, or board of directors, as applicable. For more information on equity acceleration benefits under specified circumstances, see “—Employment, Severance and Change in Control Arrangements.”
Grants of Plan-Based Awards for 2024
| | Type of Award | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($)(4) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ramy Farid | Cash | — | — | 457,652 | — | — | — | — | — | — | — | — | | | Options | 3/4/2024 | — | — | — | — | — | — | — | 126,000 | 25.24 | 1,895,573(5) | | | Options | 3/4/2024 | — | — | — | — | — | — | — | 87,271 | 27.76 | 1,266,540(5) | | | PRSUs | 3/4/2024 | — | — | — | 17,500 | 35,000 | 52,500 | — | — | — | —(6) | | Geoffrey Porges | Cash | — | — | 344,916 | — | — | — | — | — | — | — | — | | | Options | 3/4/2024 | — | — | — | — | — | — | — | 90,000 | 25.24 | 1,353,981(5) | | | PRSUs | 3/4/2024 | — | — | — | 7,500 | 15,000 | 22,500 | — | — | — | —(6) | | Karen Akinsanya | Cash | — | — | 309,452 | — | — | — | — | — | — | — | — | | | Options | 3/4/2024 | — | — | — | — | — | — | — | 120,000 | 25.24 | 1,805,307(5) | | | PRSUs | 3/4/2024 | — | — | — | 10,000 | 20,000 | 30,000 | — | — | — | —(6) | | Robert Abel | Cash | — | — | 230,010 | — | — | — | — | — | — | — | — | | | Options | 3/4/2024 | — | — | — | — | — | — | — | 60,000 | 25.24 | 902,654(5) | | | Options | 3/21/2024 | — | — | — | — | — | — | — | 30,000 | 27.51 | 492,398(5) | | | PRSUs | 3/4/2024 | — | — | — | 5,000 | 10,000 | 15,000 | — | — | — | —(6) | | | PRSUs | 3/21/2024 | — | — | — | 2,500 | 5,000 | 7,500 | — | — | — | —(6) | | Patrick Lorton | Cash | — | — | 230,010 | — | — | — | — | — | — | — | — | | | Options | 3/4/2024 | — | — | — | — | — | — | — | 60,000 | 25.24 | 902,654(5) | | | Options | 3/21/2024 | — | — | — | — | — | — | — | 30,000 | 27.51 | 492,398(5) | | | PRSUs | 3/4/2024 | — | — | — | 5,000 | 10,000 | 15,000 | — | — | — | —(6) | | | PRSUs | 3/21/2024 | — | — | — | 2,500 | 5,000 | 7,500 | — | — | — | —(6) |
Grants of Plan-Based Awards for 2024
(1)Amounts shown in the target column reflect the target amounts, payable under our Senior Executive Incentive Compensation Plan as described above under “Annual Performance-based Cash Incentives.” There is no threshold or maximum payout. Actual amounts paid for 2024 performance are presented in the Summary Compensation Table above. (2)Each PRSU represents a contingent right to receive one share of common stock upon the achievement of specified performance goals. These PRSUs vest as to the percentage assigned to each of three performance metrics relating to software performance, Schrödinger therapeutics group performance and operating performance, as measured at the end of the measurement period ending on December 31, 2025, upon certification by our compensation committee of achievement of the applicable performance metrics. With respect to the software and operating metrics, if the level of achievement falls between threshold and target or target and maximum, the payout factor shall be adjusted based on linear interpolation between threshold and target or target and maximum, respectively. With respect to the Schrödinger therapeutics group metric, subject to certain specified exceptions, if the level of achievement falls between threshold and target or target and maximum, the payout factor shall be adjusted based on linear interpolation between threshold and target or target and maximum, respectively. (3)Stock options subject to time-based vesting criteria established by the compensation committee and described in the footnotes to the “Outstanding Equity Awards at December 31, 2024” table below. (4)The exercise price per share of these stock options is equal to the closing price of our common stock on the grant date, as indicated in the table, except for the premium priced options granted to Dr. Farid on March 4, 2024, which has an exercise price per share equal to 110% of the closing price of our common stock on the date of grant. (5)The amounts listed represent the aggregate grant date fair values computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025, regarding assumptions underlying the valuation of the option awards and the RSUs. (6)The amounts listed represent the aggregate grant date fair values of the PRSUs granted to each of Drs. Farid, Porges, Akinsanya, and Abel and Mr. Lorton, respectively, calculated in accordance with FASB ASC Topic 718 based upon the probable outcome of the applicable performance conditions. As of the grant date, the performance conditions for the PRSUs granted to each of Drs. Farid, Porges, Akinsanya, and Abel and Mr. Lorton were not considered probable of occurring and, as a result, the fair value of those PRSUs, for purposes of this table, was $0. See Note 9 to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025, regarding assumptions underlying the valuation of the PRSUs.
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table sets forth information regarding all outstanding stock options, RSUs and PRSUs held by each of our named executive officers as of December 31, 2024. For more information on equity acceleration benefits under specified circumstances, see “—Employment, Severance and Change in Control Arrangements.”
Outstanding Equity Awards at December 31, 2024
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ramy Farid | 160,527 | —(1) | 3.07 | 5/10/2026 | — | — | — | — | | | 334,432 | —(1) | 4.34 | 11/29/2028 | — | — | — | — | | | 896,280 | —(1) | 17.00 | 2/5/2030 | — | — | — | — | | | 143,750 | 6,250(2) | 102.48 | 2/27/2031 | — | — | — | — | | | 152,291 | 62,709(3) | 27.76 | 2/9/2032 | — | — | — | — | | | 38,940 | 46,020(4) | 23.29 | 2/9/2033 | — | — | — | — | | | 30,032 | 35,493(4) | 25.62 | 2/9/2033 | — | — | 11,400(8) | 219,906(11) | | | — | 126,000(5) | 25.24 | 3/4/2034 | — | — | 17,500(9) | 337,575(11) | | | — | 87,271(5) | 27.76 | 3/4/2034 | — | — | — | — | | Geoffrey Porges | 105,000 | 75,000(6) | 28.55 | 8/18/2032 | — | — | 54,000(10) | 1,041,660(11) | | | 25,086 | 29,649(4) | 23.29 | 2/9/2033 | — | — | 4,405(8) | 84,972(11) | | | — | 90,000(5) | 25.24 | 3/4/2034 | — | — | 7,500(9) | 144,675(11) | | Karen Akinsanya | 3,345 | —(1) | 2.92 | 10/10/2027 | — | — | — | — | | | 13,378 | —(1) | 3.22 | 8/3/2028 | — | — | — | — | | | 43,198 | —(1) | 4.34 | 11/29/2028 | — | — | — | — | | | 180,478 | —(1) | 17.00 | 2/5/2030 | — | — | — | — | | | 76,666 | 3,334(2) | 102.48 | 2/27/2031 | — | — | — | — | | | 56,666 | 23,334(3) | 27.76 | 2/9/2032 | — | — | — | — | | | 28,998 | 34,272(4) | 23.29 | 2/9/2033 | — | — | 5,093(8) | 98,244(11) | | | — | 120,000(5) | 25.24 | 3/4/2034 | — | — | 10,000(9) | 192,900(11) | | Robert Abel | 11,148 | —(1) | 4.34 | 11/29/2028 | — | — | — | — | | | 94,756 | —(1) | 17.00 | 2/5/2030 | — | — | — | — | | | 76,666 | 3,334(2) | 102.48 | 2/27/2031 | — | — | — | — | | | 49,583 | 20,417(3) | 27.76 | 2/9/2032 | — | — | — | — | | | 28,998 | 34,272(4) | 23.29 | 2/9/2033 | 7,909(7) | 152,565(11) | — | — | | | — | 60,000(5) | 25.24 | 3/4/2034 | — | — | 5,000(9) | 96,450(11) | | | — | 30,000(5) | 27.51 | 3/21/2034 | — | — | 2,500(9) | 48,225(11) | | Patrick Lorton | 87,199 | —(1) | 17.00 | 2/5/2030 | — | — | — | — | | | 76,666 | 3,334(2) | 102.48 | 2/27/2031 | — | — | — | — | | | 49,583 | 20,417(3) | 27.76 | 2/9/2032 | — | — | — | — | | | 22,458 | 26,542(4) | 23.29 | 2/9/2033 | 6,128(7) | 118,209(11) | — | — | | | — | 60,000(5) | 25.24 | 3/4/2034 | — | — | 5,000(9) | 96,450(11) | | | — | 30,000(5) | 27.51 | 3/21/2034 | — | — | 2,500(9) | 48,225(11) |
Outstanding Equity Awards at December 31, 2024
(1)This option is fully vested. (2)This option vests over four years, with 25% of the original number of shares underlying such option having vested on February 27, 2022, and 2.0833% of the original number of shares underlying such option vesting thereafter in equal monthly installments through February 27, 2025, subject to continued service. (3)This option vests over four years, with 25% of the original number of shares underlying such option having vested on February 9, 2023, and 2.0833% of the original number of shares underlying such option vesting thereafter in equal monthly installments through February 9, 2026, subject to continued service. (4)This option vests over four years, with 25% of the original number of shares underlying such option having vested on February 9, 2024, and 2.0833% of the original number of shares underlying such option vesting thereafter in equal monthly installments through February 9, 2027, subject to continued service. (5)This option vests over four years, with 25% of the original number of shares underlying such option having vested on March 4, 2025, and 2.0833% of the original number of shares underlying such option vesting thereafter in equal monthly installments through March 4, 2028, subject to continued service. (6)This option vests over four years, with 25% of the original number of shares underlying such option having vested on August 18, 2023, and 2.0833% of the original number of shares underlying such option vesting thereafter in equal monthly installments through August 18, 2026, subject to continued service. (7)Each RSU represents a contingent right to receive one share of common stock. These RSUs vest in equal annual installments over a period of four years from the vesting commencement date of February 9, 2023, subject to continued service. (8)Each PRSU represents a contingent right to receive one share of common stock upon the achievement of specified performance goals. The PRSUs vest as to the percentage assigned to each three evenly weighted financial, business and software performance metrics, as measured at the end of the measurement period ending on December 31, 2025, upon certification by our compensation committee of achievement of the applicable performance metrics. The number of PRSUs in the table is the threshold amount; the target number of PRSUs subject to the award for each of Dr. Farid, Dr. Porges and Dr. Akinsanya is 22,800, 8,810, and 10,185, respectively, and the maximum number of PRSUs subject to the award for each of Dr. Farid, Dr. Porges and Dr. Akinsanya is 34,200, 13,215 and 15,278, respectively. The measurement period for the PRSUs is ongoing. None of the performance goals have been certified by our compensation committee as achieved as of December 31, 2024. (9)Each PRSU represents a contingent right to receive one share of common stock upon the achievement of specified performance goals. The PRSUs vest as to the percentage assigned to each three evenly weighted software performance, Schrödinger therapeutics group performance and operating performance metrics, as measured at the end of the measurement period ending on December 31, 2025, upon certification by our compensation committee of achievement of the applicable performance metrics. The number of PRSUs in the table is the threshold amount; the target number of PRSUs subject to the award for each of Dr. Farid, Dr. Porges, Dr. Akinsanya, Dr. Abel and Mr, Lorton is 35,000, 15,000, 20,000, 10,000 and 10,000, respectively, and the maximum number of PRSUs subject to the award for each of Dr. Farid, Dr. Porges, Dr. Akinsanya, Dr. Abel and Mr, Lorton is 52,500, 22,500, 30,000, 15,000 and 15,000, respectively. The measurement period for the PRSUs is ongoing. None of the performance goals have been certified by our compensation committee as achieved as of December 31, 2024. (10)Each PRSU represents a contingent right to receive one share of common stock upon the achievement of specified performance goals related to financial performance, investor engagement and business development and subject to continued service, upon certification by our compensation committee of achievement of the applicable performance metrics. The number of PRSUs in the table is the target amount. In March 2024, our compensation committee certified the level of achievement of certain performance goals underlying the PRSUs having a performance date of February 28, 2024. Of the 36,000 PRSUs that were eligible to vest, 9,000 PRSUs vested and 27,000 PRSUs were forfeited upon certification of the compensation committee. In March 2025, our compensation committee certified the level of achievement of certain performance goals underlying the PRSUs having a performance date of February 28, 2025. Of the 27,000 PRSUs that were eligible to vest, 14,850 PRSUs vested and 12,150 PRSUs were forfeited upon certification of the compensation committee. In addition, the remaining 27,000 PRSUs that were eligible to vest on December 31, 2025 based on certain cumulative performance metrics were forfeited upon certification of the compensation committee, as the conditions to vesting cannot be achieved for such PRSUs. (11)For purposes of this table, we have calculated the market value of the RSUs and PRSUs using the closing price of our common stock on December 31, 2024, or $19.29 per share.
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The following table sets forth information concerning option exercises and stock award vesting for each of our named executive officers during the fiscal year ended December 31, 2024:
Option Exercises and Stock Vested in 2024
| | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ramy Farid | — | — | — | — | | Geoffrey Porges | — | — | 9,000 | 241,290 | | Karen Akinsanya | — | — | — | — | | Robert Abel | — | — | 2,636 | 71,699 | | Patrick Lorton | 5,574 | 113,710 | 2,042 | 55,542 |
Option Exercises and Stock Vested in 2024
(1)The value realized when the stock options were exercised represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the stock options.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following table sets forth potential payments upon termination and change in control that would be made to our named executive officers, assuming that such termination or change in control occurred on December 31, 2024, after giving effect to the Severance Plan, and in the case of Dr. Porges, the additional severance benefits he is entitled to under his employment agreement. In addition to the amounts shown in the table below, each named executive officer would be entitled to receive payments for base salary through the date of termination, payment for any reimbursable business expenses incurred, and the amount of any unpaid annual cash incentive payment determined by our board of directors in its discretion to be payable to the executive for any completed bonus period which ended prior to the date of such executive’s termination or resignation.
Potential Payments Upon Termination or Change in Control
| Name | Benefit | Change in Control (Without Termination of Employment) ($) | Resignation For Good Reason or Termination Without Cause Within 12 Months Following a Change in Control ($) | Termination Without Cause Prior to or More than 12 Months Following a Change in Control ($) | Termination for Good Reason Prior to or More than 12 Months Following a Change in Control ($) | | Ramy Farid | Severance Payments | — | 1,056,120(1) | 704,080(2) | — | | | Bonus Payment | — | 686,478(3) | — | — | | | Continuation of Benefits | — | 15,647(4) | 10,431(5) | — | | | Market Value of Stock Vesting | — | —(6) | — | — | | | Total | — | 1,758,245 | 714,511 | — | | Geoffrey Porges | Severance Payments | — | 627,120(7) | 470,340(8) | 470,340(8) | | | Bonus Payment | — | 344,916(9) | — | — | | | Continuation of Benefits | — | 31,471(5) | 31,471(5) | 31,471(5) | | | Market Value of Stock Vesting | — | 1,041,660(6) | 1,041,660(10) | 1,041,660(10) | | | Total | — | 2,045,167 | 1,543,471 | 1,543,471 | | Karen Akinsanya | Severance Payments | — | 562,640(7) | 421,980(8) | — | | | Bonus Payment | — | 309,452(9) | — | — | | | Continuation of Benefits | — | 31,471(5) | 31,471(5) | — | | | Market Value of Stock Vesting | — | —(6) | — | — | | | Total | — | 903,563 | 453,451 | — | | Robert Abel | Severance Payments | — | 460,020(7) | 345,015(8) | — | | | Bonus Payment | — | 230,010(9) | — | — | | | Continuation of Benefits | — | 19,048(5) | 19,048(5) | — | | | Market Value of Stock Vesting | — | 152,565(6) | — | — | | | Total | — | 861,643 | 364,063 | — | | Patrick Lorton | Severance Payments | — | 460,020(7) | 345,015(8) | — | | | Bonus Payment | — | 230,010(9) | — | — | | | Continuation of Benefits | — | 19,528(5) | 19,528(5) | — | | | Market Value of Stock Vesting | — | 118,209(6) | — | — | | | Total | — | 827,767 | 364,543 | — |
Potential Payments Upon Termination or Change in Control
(1)Represents a lump sum payment equal to 150% of executive’s annual base salary. (2)Represents 12 monthly payments of executive’s monthly base salary from the time of termination. (3)Represents a lump sum payment equal to 150% of the executive’s target annual cash incentive bonus. (4)Represents the cost of continued health and dental benefits under COBRA. These benefits are payable until 18 months following termination. (5)Represents the cost of continued health and dental benefits under COBRA. These benefits are payable until 12 months following termination. (6)Represents the acceleration of vesting of 100% of the unvested stock options and RSUs held by the named executive officer that vest solely based on the passage of time, and, for Dr. Porges only, also includes the acceleration of vesting of 100% of the unvested PRSUs that were granted to him on August 18, 2022. The value of accelerated unvested stock options is calculated by taking the difference between the closing price of our common stock on the last trading day of 2024 and the exercise price per share and multiplying it by the number of shares of common stock underlying the unvested stock options as of December 31, 2024. Any option with an exercise price per share of greater than $19.29 was assumed to be canceled for no consideration and, therefore, had no intrinsic value. The value of the accelerated unvested RSUs and PRSUs is equal to the number of unvested RSUs or PRSUs, as applicable, as of December 31, 2024, multiplied by the closing price of our common stock on the last trading day of 2024. The closing price of our common stock on December 31, 2024, the last trading day of the year, was $19.29 per share. (7)Represents a lump sum payment equal to 100% of the executive’s annual base salary. (8)Represents 9 monthly payments of executive’s monthly base salary from the time of termination. (9)Represents a lump sum payment equal to 100% of the executive’s target annual cash incentive bonus. (10)Represents the acceleration of vesting of 100% of the unvested options and PRSUs that were granted to Dr. Porges on August 18, 2022. The value of accelerated unvested stock options is calculated by taking the difference between the closing price of our common stock on the last trading day of 2024 and the exercise price per share and multiplying it by the number of shares common stock underlying the unvested stock options. The value of the accelerated unvested PRSUs is equal to the number of unvested PRSUs multiplied by the closing price of our common stock on the last trading day of 2024. The closing price of our common stock on December 31, 2024, the last trading day of the year, was $19.29 per share.
Director Compensation
Director Compensation
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our board of directors has adopted a non-employee director compensation policy that is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber non-employee directors. Under our non-employee director compensation policy in effect during 2024, the fees payable to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member were as follows:
Non-Employee Director Compensation Policy
| | Member Annual Fee | Chair Supplemental Annual Fee | | Board of Directors | $45,000 | $40,000 | | Audit Committee | $10,000 | $10,000 | | Compensation Committee | $7,500 | $7,500 | | Nominating and Corporate Governance Committee | $5,000 | $5,000 | | Drug Discovery Committee | $7,500 | $7,500 |
Non-Employee Director Compensation Policy
Under our policy in effect during 2024, each non-employee director was entitled to receive, upon his or her initial election or appointment to our board of directors, (i) an option to purchase a number of shares of our common stock having an aggregate value of $237,500 as of the grant date, determined using a Black-Scholes valuation model; provided that in no event shall the number of shares underlying such option exceed 17,050 shares and (ii) RSUs for a number of shares of our common stock having an aggregate value of $237,500 as of the grant date, determined using the closing price of our common stock on the Nasdaq Global Select Market on the grant date; provided that in no event shall the number of shares underlying such RSUs exceed 10,000 shares. Each of these options and RSUs will vest as to one-third of the shares of our common stock underlying such award on each of the first, second and third anniversaries of the grant, subject to the director’s continued service to the company through the applicable vesting date. Further, on the date of our annual meeting of stockholders held during 2024, each then-serving non-employee director was granted, automatically and without the need for any further action by the board, (i) an option to purchase a number of shares of our common stock having an aggregate value of $118,750 as of the date of such annual meeting of stockholders, determined using a Black-Scholes valuation model; provided that in no event shall the number of shares of common stock underlying such option exceed 8,550 shares and (ii) RSUs for a number of shares of our common stock having an aggregate value of $118,750 as of the date of such annual meeting of stockholders, determined using the closing price of our common stock on the Nasdaq Global Select Market on the date of such annual meeting; provided that in no event could the number of shares underlying such RSUs exceed 5,000 shares. The option and the RSUs shall vest on the twelve-month anniversary of the date of grant of the awards (or, if earlier, the date of the next annual meeting of stockholders following the date of grant of the awards), subject to the director’s continued service to the company through the applicable vesting date.
Changes to our Non-Employee Director Compensation Policy for 2025
Changes to our Non-Employee Director Compensation Policy for 2025 On April 19, 2025, our board of directors adopted the sixth amended and restated director compensation policy. Under this amended policy, the fees payable to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member is as follows, effective as of January 1, 2025:
Changes to our Non-Employee Director Compensation Policy for 2025
| | Member Annual Fee | Chair Supplemental Annual Fee | | Board of Directors | $50,000 | $40,000 | | Audit Committee | $10,000 | $10,000 | | Compensation Committee | $7,500 | $7,500 | | Nominating and Corporate Governance Committee | $5,000 | $5,000 | | Drug Discovery Committee | $7,500 | $7,500 |
Changes to our Non-Employee Director Compensation Policy for 2025
In addition, beginning on April 19, 2025, each non-employee director is entitled to receive, upon his or her initial election or appointment to our board of directors, (i) an option to purchase a number of shares of our common stock having an aggregate value of $252,500 as of the grant date, determined using a Black-Scholes valuation model; provided that in no event shall the number of shares underlying such option exceed 25,480 shares and (ii) RSUs for a number of shares of our common stock having an aggregate value of $252,500 as of the grant date, determined using the closing price of our common stock on the Nasdaq Global Select Market on the grant date; provided that in no event shall the number of shares underlying such RSUs exceed 15,190 shares. Each of these options and RSUs will vest as to one-third of the shares of our common stock underlying such award on each of the first, second and third anniversaries of the grant, subject to the director’s continued service to the company through the applicable vesting date. Further, on the date of our annual meeting of stockholders, each then-serving non-employee director will be granted, automatically and without the need for any further action by the board, (i) an option to purchase a number of shares of our common stock having an aggregate value of $126,250 as of the date of such annual meeting of stockholders, determined using a Black-Scholes valuation model; provided that in no event shall the number of shares of common stock underlying such option exceed 12,740 shares and (ii) RSUs for a number of shares of our common stock having an aggregate value of $126,250 as of the date of such annual meeting of stockholders, determined using the closing price of our common stock on the Nasdaq Global Select Market on the date of such annual meeting; provided that in no event could the number of shares underlying such RSUs exceed 7,595 shares. The option and the RSUs shall vest on the twelve-month anniversary of the date of grant of the awards (or, if earlier, the date of the next annual meeting of stockholders following the date of grant of the awards), subject to the director’s continued service to the company through the applicable vesting date. Under our 2022 Equity Incentive Plan, the maximum aggregate amount of cash and value of equity awards (calculated based on grant date fair value for financial reporting purposes) granted in any calendar year to any non-employee director cannot exceed $750,000 in the case of an incumbent director; except that such maximum aggregate amount cannot exceed $1,000,000 in any calendar year for such non-employee director’s initial year of election. The equity awards granted under our director compensation policy are subject to such limitations and no cash shall be paid nor awards shall be granted pursuant to our director compensation policy that would cause such limitations to be exceeded (with, as needed, the cash, and equity awards being proportionately reduced such that the aggregate cash and value of equity awards does not exceed such limit). The limitations do not apply to cash or equity awards granted to a non-employee director in his or her capacity as an advisor or consultant to the company. We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which he or she serves.
Director Compensation Table
Director Compensation Table The table below shows all compensation awarded to, earned by or paid to our non-employee directors during the year ended December 31, 2024.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Stock Awards ($)(3)(4) | All Other Compensation ($) | Total ($) | | Michael Lynton | 105,000 | 98,825 | 96,600 | — | 300,425 | | Jeffrey Chodakewitz, M.D. | 65,000 | 98,825 | 96,600 | — | 260,425 | | Richard A. Friesner, Ph.D. | 45,000 | 98,825 | 96,600 | 428,400(5) | 668,825 | | Gary Ginsberg | 62,500 | 98,825 | 96,600 | — | 257,925 | | Rosana Kapeller-Libermann, M.D., Ph.D. | 60,000 | 98,825 | 96,600 | — | 255,425 | | Arun Oberoi | 55,000 | 98,825 | 96,600 | — | 250,425 | | Gary Sender | 80,000 | 98,825 | 96,600 | — | 275,425 | | Nancy A. Thornberry | 57,500 | 98,825 | 96,600 | — | 252,925 |
Director Compensation Table
__________________________________ (1)The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of options awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. The amounts reported reflect the aggregate grant date fair value with respect to options to purchase 8,550 shares of our common stock granted to each of our non-employee directors on the date of the 2024 annual meeting of stockholders for their service on the board of directors. See Note 9 to our consolidated financial statements appearing in our annual report on Form 10-K, which was filed with the SEC on February 26, 2025, regarding assumptions underlying the valuation of option awards. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. (2)As of December 31, 2024, the aggregate number of shares of our common stock subject to outstanding option awards for each non-employee director serving during 2024 was as follows: Mr. Lynton, 112,865 shares; Dr. Chodakewitz, 69,909 shares; Dr. Friesner, 753,221 shares; Mr. Ginsberg, 69,909 shares; Dr. Kapeller-Libermann, 110,111 shares; Mr. Oberoi, 51,273 shares; Mr. Sender, 68,958 shares; and Ms. Thornberry, 84,622 shares. (3)The amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value of RSUs awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. The amounts reported reflect the aggregate grant date fair value with respect to RSUs for 5,000 shares of our common stock granted to each of our non-employee directors on the date of the 2024 annual meeting of stockholders for their service on the board of directors. (4)As of December 31, 2024, the aggregate number of shares of our common stock subject to unvested RSUs outstanding for each non-employee director serving during 2024 was as follows: Mr. Lynton, 5,000 shares; Dr. Chodakewitz, 5,000 shares; Dr. Friesner, 5,000 shares; Mr. Ginsberg, 5,000 shares; Dr. Kapeller-Libermann, 5,000 shares; Mr. Oberoi, 5,000 shares; Mr. Sender, 5,000 shares; and Ms. Thornberry, 5,000 shares. (5)Represents consulting fees paid to Dr. Friesner in connection with his consulting agreement. For further information about our consulting agreement with Dr. Friesner, as well our transactions with Dr. Friesner and his employer, Columbia University, see “Transactions with Related Persons” below. Bridget van Kralingen joined our board of directors in 2025. Dr. Farid, one of our directors who also serves as our president and chief executive officer, does not receive any additional compensation for his service as a director. Dr. Farid is one of our named executive officers and, accordingly, the compensation that we pay to Dr. Farid as our president and chief executive officer is discussed above under “—Summary Compensation Table” and “Executive and Director Compensation—Compensation Discussion and Analysis.”