DEF 14A of Akebia Therapeutics, Inc., Apr 25, 2024

DEF 14A of Akebia Therapeutics, Inc.

Filed Apr 25, 2024 · FY20230001517022-24-000045

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS The Board of Directors currently consists of eight members and is divided into three classes. One class is elected each year at the annual meeting of stockholders for a term of three years. Vacancies on the Board of Directors are filled exclusively by the affirmative vote of a majority of the remaining directors, even if less than a quorum is present, and not by stockholders. A director elected by the Board of Directors to fill a vacancy in a class shall be elected for the unexpired term of his or her predecessor in office and until the director’s successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The terms of the Class I directors are scheduled to expire on the date of the Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, the Board of Directors’ nominees for election by the stockholders as the Class I directors are three current Class I members: Ronald E. Frieson, Steven C. Gilman, Ph.D. and Cynthia Smith. If elected, each Class I nominee will serve as a director until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. It is intended that the proxy in the form presented will be voted, unless otherwise indicated, for the election of the Class I director nominees to the Board of Directors. The Company has no reason to believe that any of the nominees will be unable to serve. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Annual Meeting. At the Annual Meeting, stockholders will be asked to consider the election of Mr. Frieson who has been nominated for election as a director for the first time. Mr. Frieson was initially recommended by the Nominating and Corporate Governance Committee.

  2. Nominees for Directors

    Nominees for Directors The names of the nominees for Class I directors and certain information about each nominee are set forth below.

  3. Nominees for Directors

    | Name | Positions and Offices Held with Akebia Therapeutics, Inc. | Director Since | Age | | Ronald E. Frieson | Director (Class I) | 2021 | 65 | | Steven C. Gilman, Ph.D. | Director (Class I) | 2018 | 71 | | Cynthia Smith | Director (Class I) | 2018 | 55 |

  4. Nominees for Directors

    The three nominees for director with the highest number of affirmative votes will be elected as directors. Unless you give contrary instructions, shares represented by proxies will be voted for the election of the three nominees listed above as director nominees. Biographical information relating to each nominee for election as director and each continuing director is shown below. The Company believes that each director meets the qualifications established by the Nominating and Corporate Governance Committee of our Board of Directors.

  5. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE NOMINEES FOR DIRECTOR

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE NOMINEES FOR DIRECTOR

  6. DIRECTOR BIOGRAPHIES

    DIRECTOR BIOGRAPHIES The biographical information about the nominees for director is set forth below.

  7. Class I Director Nominees

    Class I Director Nominees Ronald E. Frieson has served as a member of our Board of Directors since November 2021. Since July 2020, Mr. Frieson has served as the Chief Operating Officer of Children’s Healthcare of Atlanta, or CHOA, a non-profit corporation whose mission focuses on bettering all aspects of children’s healthcare. Prior to serving as Chief Operating Officer, from 2015 to 2020, Mr. Frieson served as President, Foundation and External Affairs of CHOA. From 2008 to 2015, Mr. Frieson served as Chief Public Policy Officer of CHOA. Prior to CHOA, Mr. Frieson served as Interim President and Chief Executive Officer of the Atlanta Urban League. Mr. Frieson also spent many years at BellSouth (acquired by AT&T Inc. in 2006) in roles of increasing responsibility, most recently serving as President, Georgia Operations. Additionally, Mr. Frieson was the first Chief Diversity Officer for BellSouth. Mr. Frieson currently serves as an advisory board member for Truist Bank Atlanta. Mr. Frieson also serves as the Vice Chair of the Board of Trustees of Colorado Technical University and is the Chair of The University of Tennessee Foundation board. He previously served as a board member for Children’s Miracle Network and Zoo Atlanta. In addition, Mr. Frieson served on the Board of Trustees of the American Kidney Fund from 2006 to 2012. Mr. Frieson holds a bachelor’s degree in finance from the University of Tennessee and an M.B.A. in Information Systems from Georgia State University. We believe that Mr. Frieson is qualified to serve on our Board of Directors due to his more than ten years of experience immersed in healthcare systems operations, his experience driving improved patient outcomes and enabling access to healthcare for underserved populations and his work on diversity initiatives. Steven C. Gilman, Ph.D., has served as a member of our Board of Directors since the merger with Keryx Biopharmaceuticals, Inc., or Keryx, in December 2018. Dr. Gilman served as a member of the board of directors of Keryx from 2016 until completion of the merger. Dr. Gilman previously served as Chairman of the board of directors and Chief Executive Officer of ContraFect Corporation, a public clinical-stage biotechnology company focused on the discovery and development of protein and antibody therapeutics for life-threatening, drug-resistant infectious diseases, from 2016 to 2019. From 2008 until 2015, Dr. Gilman served as Executive Vice President, Research & Development and Chief Scientific Officer of Cubist Pharmaceuticals, a biopharmaceutical company developing antibiotics, until its acquisition by Merck & Co. Prior to joining Cubist, he served as Chairman of the board of directors and Chief Executive Officer of ActivBiotics, Inc., a privately held biopharmaceutical company, from 2004 to 2008. Previously, Dr. Gilman worked at Millennium Pharmaceuticals, Inc., or Millennium, where he held a number of senior leadership roles including Vice President and General Manager of Inflammation. Prior to Millennium, he was group director at Pfizer Global Research and Development, where he was responsible for drug discovery of several therapeutic areas, including immunology and antibacterials. Dr. Gilman has also held scientific, business, and academic appointments at Wyeth, Cytogen Corporation, Temple Medical School, and Connecticut College. He currently serves on the boards of directors of Vericel Corporation and SCYNEXIS, Inc. Dr. Gilman is also a board member of the Lakes Environmental Association. He is a past member of the board of directors of ContraFect Corporation, Momenta Pharmaceuticals, Inc., the Massachusetts Biotechnology Association, the Pennsylvania State University Biotechnology Advisory Board, and the Northeastern University Drug Discovery Advisory Board. Dr. Gilman received his M.S. and Ph.D. degrees in microbiology from Pennsylvania State University, his post-doctoral training at Scripps Clinic and Research Foundation and received a B.A. in microbiology from Miami University of Ohio. He has authored over 60 publications and is an inventor on seven patents. We believe that Dr. Gilman is qualified to serve on our Board of Directors due to his more than 30 years of scientific and development experience in the healthcare industry, including in senior leadership roles. Cynthia Smith has served as a member of our Board of Directors since August 2018. Since 2017, she has consulted as a strategic advisor for biotechnology companies. Previously, she served as Chief Commercial Officer and a member of the Executive Committee of ZS Pharma, Inc., a specialty pharmaceutical company developing therapies for treatment of hyperkalemia and liver diseases, from 2013 to 2016, where she led efforts to transition the company from a development stage company to a commercial enterprise. ZS Pharma, Inc. was acquired by AstraZeneca in 2015. Prior to ZS Pharma, Inc., Ms. Smith served as Vice President, Market Access and Commercial Development at Affymax, Inc., from 2008 to 2013. From 2000 to 2008, she held various senior leadership positions in market access, corporate strategy, government relations and external affairs at Merck & Co. Before beginning her career in the biopharmaceutical industry, Ms. Smith served as a healthcare policy analyst in the Office of Management and Budget at the White House from 1995 to 2000. Ms. Smith currently serves on the boards of directors of Protara Therapeutics, Inc., Spero Therapeutics, Inc., Agios Pharmaceuticals, Inc. and the French-American Foundation, and she served on the board of directors of Nivalis Therapeutics, Inc. from 2016 to 2017 and of Dicerna Pharmaceuticals, Inc. from 2018 until its acquisition by Novo Nordisk in 2021. Ms. Smith earned a B.A. from the University of North Carolina at Chapel Hill, an M.B.A. from the Wharton School of the University of Pennsylvania, and an M.S. in public policy from the Eagleton Institute of Politics at Rutgers University. We believe that Ms. Smith is qualified to serve on our Board of Directors due to her over two decades of broad leadership experience within the biopharmaceutical industry.

  8. Current Directors Not Standing for Election at the Annual Meeting

    Current Directors Not Standing for Election at the Annual Meeting Set forth below is the biographical information for the members of the Board of Directors who are not standing for re-election at the Annual Meeting and whose terms of office will continue after the Annual Meeting.

  9. Current Directors Not Standing for Election at the Annual Meeting

    | Name | Positions and Offices Held with Akebia Therapeutics, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | | John P. Butler | Director, President and Chief Executive Officer | 2013 | Class II—2025 | 59 | | Myles Wolf, M.D., M.M.Sc. | Director | 2020 | Class II—2025 | 53 | | Adrian Adams | Director, Chairperson | 2018 | Class III—2026 | 73 | | Michael Rogers | Director | 2018 | Class III—2026 | 64 | | LeAnne M. Zumwalt | Director | 2021 | Class III—2026 | 65 |

  10. Class II Directors

    Class II Directors John P. Butler has served as a member of our Board of Directors since July 2013 and was appointed as the President and Chief Executive Officer of Akebia in September 2013. In March 2024, our Board of Directors appointed Mr. Butler as interim principal financial officer. Prior to joining Akebia, from 2011 until 2013, Mr. Butler served as the Chief Executive Officer of Inspiration Biopharmaceuticals, Inc. where he led the transactions that resulted in the sale of its hemophilia assets to Cangene Corporation and Baxter International in early 2013. From 1997 to 2011, Mr. Butler held various positions at Genzyme Corporation, now Sanofi Genzyme, or Genzyme, a pharmaceutical company, most recently serving as President of the company’s rare genetic diseases business. From 2002 until 2010, Mr. Butler led Genzyme’s renal division. Prior to his work at Genzyme, Mr. Butler held sales and marketing positions at Amgen Inc. and Hoffmann-La Roche. From 2018 to 2023, Mr. Butler served on the board of directors of Zynerba Pharmaceuticals, Inc. (now part of Harmony Biosciences). From 2013 to 2016, Mr. Butler served on the board of directors of Relypsa, Inc. From 2015 to 2017, Mr. Butler served on the Board of Directors of Keryx and was Chairman of Keryx’s Board of Directors from 2016 to 2017. In July 2023, Mr. Butler was appointed to the board of directors of WaveBreak Therapeutics, Inc. Mr. Butler served as Chairperson of Kidney Care Partners from 2020 to 2024, and formerly served as a Chairman of the Board of Trustees of the American Kidney Fund. Mr. Butler received a B.A. in chemistry from Manhattan College and an M.B.A. degree from Baruch College, City University of New York. We believe that Mr. Butler is qualified to serve on our Board of Directors due to his industry experience in the biotechnology sector, particularly his experience working in the kidney disease area. Myles Wolf, M.D., M.M.Sc., has served as a member of our Board of Directors since April 2020. Dr. Wolf has significant experience advising biotechnology, pharmaceutical, and diagnostic firms on overall strategy, target identification, validation, and clinical drug development. He has served on standing scientific advisory boards for Akebia and Keryx. Since 2016, Dr. Wolf has served as Chief of the Division of Nephrology and a Professor of Medicine at Duke University School of Medicine. Since 2002, Dr. Wolf’s research has been supported by grants from the American Heart Association, National Kidney Foundation, American Society of Nephrology, and National Institutes of Health. The focus of his patient-oriented, epidemiological and basic laboratory research is disordered mineral metabolism across the spectrum of chronic kidney disease, including dialysis, kidney transplantation and earlier stages. Dr. Wolf’s research has been published in leading medical journals, including The New England Journal of Medicine, The Journal of the American Medical Association (JAMA), The Journal of Clinical Investigation, Circulation, Cell Metabolism, Journal of the American Society of Nephrology, and Kidney International, among others. Dr. Wolf has served on the editorial boards for Journal of the American Society of Nephrology, Clinical Journal of the American Society of Nephrology, Seminars in Nephrology, and Nature Reviews Nephrology, and as Editor of the “Mineral Metabolism” section of Current Opinion in Nephrology and Hypertension. In 2011, Dr. Wolf was elected to the American Society of Clinical Investigation and in 2017, he was elected to the Association of American Physicians. Dr. Wolf has been the recipient of several teaching, mentoring and research awards. Dr. Wolf earned his B.A. in Biology from Johns Hopkins University, his M.D. from the State University of New York, Downstate, and his Master of Medical Sciences in Clinical and Physiological Investigation from Harvard Medical School. Dr. Wolf completed his internship and residency, and a fellowship in nephrology, at the Massachusetts General Hospital. Prior to joining Duke University in 2016, Dr. Wolf held faculty, leadership and administrative positions at Harvard Medical School, the University of Miami and Northwestern University. We believe that Dr. Wolf is qualified to serve on our Board of Directors due to his significant experience advising biotechnology, pharmaceutical, and diagnostic firms on overall strategy, target identification, validation, and clinical drug development.

  11. Class III Directors

    Class III Directors Adrian Adams has served as a member of our Board of Directors since completion of the merger with Keryx in December 2018. From January 2020 until November 2023, Mr. Adams has served as Chief Executive Officer and Chairman of the board of Impel Pharmaceuticals, Inc., a public biotechnology company. From 2016 to 2019, Mr. Adams served as Chief Executive Officer of Aralez Pharmaceuticals Inc., or Aralez, a pharmaceutical company that focused on the development, acquisition, and commercialization of cardiovascular, pain and other therapies and was a member of the Aralez board of directors from 2016 to 2019. From 2015 to 2016, Mr. Adams was the Chief Executive Officer and served on the board of directors of POZEN, Inc., a pharmaceutical company which was combined with Tribute Pharmaceuticals Canada Inc. to become Aralez Pharmaceuticals Inc. in 2016. In 2018, Aralez voluntarily commenced restructuring proceedings in Canadian Court and its U.S.-based subsidiaries, including POZEN, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. Previously, Mr. Adams served as Chief Executive Officer, President and a director of Auxilium Pharmaceuticals, Inc., a specialty biopharmaceutical company, from 2011 until 2015, when it was acquired by Endo International plc. Prior to these roles, Mr. Adams served in several chief executive officer positions at several leading specialty pharmaceutical companies including Kos Pharmaceuticals, Inc., Sepracor, Inc., Inspire Pharmaceuticals, Inc. and Neurologix, Inc. Mr. Adams has also held general management and senior international and national marketing positions at Novartis, SmithKline Beecham and Imperial Chemical Industries (now part of AstraZeneca). Mr. Adams also serves as the Chairman of the board of directors at Talphera, Inc. Mr. Adams graduated from the Royal Institute of Chemistry at Salford University. We believe that Mr. Adams is qualified to serve on our Board of Directors due to his more than 30 years of experience in the pharmaceutical and biotechnology industries, including numerous roles as Chief Executive Officer. Michael Rogers has served as a member of our Board of Directors since completion of the merger with Keryx in December 2018. Mr. Rogers served as Chairman of the board of directors of Keryx from 2017 until completion of the merger, and a member of the board of directors of Keryx from 2016 until completion of the merger. From November 2020 until April 2024, he served as Chief Financial Officer of Apnimed, Inc., a clinical stage pharmaceutical company focused on developing oral medicines to treat Obstructive Sleep Apnea (OSA) and related disorders, and since April 2024 he has served as a financial consultant for Apnimed, Inc. Mr. Rogers served as Chief Financial Officer of Aerpio Pharmaceuticals, Inc., or Aerpio, a pharmaceutical company that merged with Aadi BioScience, Inc., from 2017 until 2019. Prior to Aerpio, Mr. Rogers was Chief Financial Officer of Acorda Therapeutics, Inc., a public biotechnology company developing and commercializing therapies to treat neurological disorders, from 2013 to 2016. From 1999 to 2009, Mr. Rogers was the Chief Financial Officer of Indevus Pharmaceuticals, Inc. until the company’s sale to Endo Pharmaceuticals, Inc. He also served as Chief Financial Officer at BG Medicine, Inc. Advanced Health Corporation and Autoimmune Inc. Prior to his roles as Chief Financial Officer, Mr. Rogers was an investment banker at Lehman Brothers and PaineWebber, where he focused on life sciences companies. Mr. Rogers previously served on the board of directors for EyePoint Pharmaceuticals, Inc. (formerly pSivida Corp.) and for Aravive, Inc. Mr. Rogers received his B.A. from Union College and an M.B.A. from the Darden School of Business at the University of Virginia. We believe that Mr. Rogers is qualified to serve on our Board of Directors due to his more than 25 years of financial experience and executive leadership in the biotechnology industry. LeAnne M. Zumwalt has served as a member of our Board of Directors since February 2021. From January 2000 to January 2021, Ms. Zumwalt served in various roles at DaVita Inc., or DaVita, one of the largest providers of kidney care services in the United States. From July 2011 to January 2021, Ms. Zumwalt served as DaVita’s Group Vice President, Government Affairs, and from 2007 to 2020 also led DaVita’s purchasing operations. From 2000 to 2011, Ms. Zumwalt served as a Vice President of DaVita in many capacities, including as Vice President, Investor Relations from 2000 to 2009. From 1997 to 1999, Ms. Zumwalt served as the Chief Financial Officer of Vivra Specialty Partners, Inc., a privately held healthcare service and technology firm. From 1991 to 1997, Ms. Zumwalt held various executive positions, including Chief Financial Officer, at Vivra Incorporated, a publicly held provider of renal dialysis services and other healthcare services. Prior to joining Vivra Incorporated, Ms. Zumwalt was a Senior Manager at Ernst & Young LLP. From 2018 to 2020, Ms. Zumwalt served on the board of directors of Adeptus Health Inc., a privately held healthcare services company, and from 2001 to 2017, Ms. Zumwalt served on the board of directors of The Advisory Board Company, which provided advice and best practices using research, technology, and consulting to improve healthcare and education institution performance. Ms. Zumwalt received her B.A. in Business Administration from Pacific Union College. We believe that Ms. Zumwalt is qualified to serve on our Board of Directors due to her extensive knowledge and expertise in the U.S. dialysis market.

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee engaged with independent compensation consultant, Pearl Meyer & Partners, LLC, or Pearl Meyer, to review our director compensation for 2023 and for 2024. In accordance with the terms of its charter, the Compensation Committee makes recommendations to the Board of Directors regarding director compensation. The Board of Directors discusses the Compensation Committee’s recommendations and has final approval authority with respect to director compensation. The Board of Directors adopted the Amended and Restated Non-Employee Director Compensation Program, effective April 27, 2023 and the Second Amended and Restated Non-Employee Director Compensation Program, effective June 6, 2023, or collectively the Prior Director Compensation Programs. Most recently, the Board of Directors adopted the Third Amended and Restated Non-Employee Director Compensation Program, effective January 1, 2024, or the Current Director Compensation Program, which superseded the Prior Director Compensation Programs in their entirety and applies to all director compensation beginning January 1, 2024. The Prior Director Compensation Programs and the Current Director Compensation Program may be referred to jointly in this Proxy Statement as the “Director Compensation Programs.” Pursuant to, and in accordance with, the Director Compensation Programs, each director of the Company during 2023 who was not an employee of the Company, which we refer to in this Proxy Statement as a “Non-Employee Director”, was paid cash compensation during the year ended December 31, 2023 as follows:

  13. DIRECTOR COMPENSATION

    | | Annual Cash Retainer ($) | | Board of Directors: | | | Non-Employee Directors (1) | 45,000 | | Additional Retainer for Chairperson (2) | 35,000 | | Audit Committee: | | | Non-Chair Members | 10,000 | | Chairperson | 20,000 | | Compensation Committee: | | | Non-Chair Members | 7,500 | | Chairperson | 15,000 | | Nominating and Corporate Governance Committee: | | | Non-Chair Members | 5,000 | | Chairperson | 10,000 | | Research & Development Committee: | | | Non-Chair Members | 5,000 | | Chairperson | 10,000 |

  14. DIRECTOR COMPENSATION

    (1)Pursuant to the terms of the Current Director Compensation Program, the annual cash retainer paid to each non-employee director of the Company was increased to $50,000 effective January 1, 2024. (2)Pursuant to the terms of the Director Compensation Programs, the $35,000 cash retainer paid to the Chairperson of the Board of Directors for service as the Chairperson of the Board of Directors is in addition to the $45,000 (or $50,000 under the Current Director Compensation Program) cash retainer paid to the Chairperson as a Non-Employee Director, such that the Chairperson is paid an annualized total of $80,000 (or $85,000 under the Current Director Compensation Program). Under the Director Compensation Programs, each Non-Employee Director is eligible to receive an option to purchase 180,000 shares of Common Stock under the Akebia Therapeutics, Inc. 2023 Stock Incentive Plan, or the 2023 Plan, or any successor equity incentive plan thereto at the time of such Non-Employee Director’s initial appointment or election to the Board of Directors. We refer to such award throughout this Proxy Statement as an “Initial Award.” Each Initial Award granted under the Director Compensation Programs vests over three years, with 33 1/3% of the shares underlying the Initial Award vesting on the first anniversary of the date of grant and the remaining 66 2/3% of the shares underlying the Initial Award vesting ratably on the first day of each calendar quarter between the first anniversary of the date of grant and the third anniversary of the date of grant, subject to the Non-Employee Director’s continuous service through the applicable vesting date. In addition, under the Director Compensation Programs, each Non-Employee Director who has served on the Board of Directors for at least six months as of the date of any annual meeting of stockholders and continues to serve on the Board of Directors immediately following such annual meeting of stockholders, will be eligible to receive, on the date of such annual meeting, an option to purchase 45,000 shares of Common Stock and a grant of 30,000 restricted stock units, or RSUs. We refer to such grant of stock options and RSUs in this Proxy Statement as the “Subsequent Awards.” The Subsequent Awards (i) are granted subject to the terms of the 2023 Plan or any successor equity incentive plan and (ii) vest in full on the first anniversary of the grant date, subject to the Non-Employee Director’s continuous service through the applicable vesting date. These stock options have a 10-year term and are granted with an exercise price equal to the fair market value of a share of Common Stock on the date of grant. Pursuant to the form of stock option agreement and form of RSU agreement for the Non-Employee Directors adopted by the Board of Directors under the 2023 Plan or any successor equity incentive plan, if, in connection with a change in control (as such term is defined in the applicable award agreement), the outstanding Initial Award and Subsequent Awards held by a Non-Employee Director is not assumed or continued, and a new equity award is not granted in substitution thereof by the acquirer or survivor of a change in control (or an affiliate of the acquirer or survivor) in accordance with the terms of the 2023 Plan or any successor equity incentive plan, any unvested portion of such Initial Award and Subsequent Awards will vest in full upon such change in control.

  15. 2023 Director Compensation

    2023 Director Compensation The following table sets forth a summary of the compensation earned by each Non-Employee Director during the fiscal year ended December 31, 2023. Other than as set forth in the table below, we did not pay any cash compensation, make any equity awards or non-equity awards to, or pay any other compensation to any Non-Employee Director during the year ended December 31, 2023. Mr. Butler, our President and Chief Executive Officer, received no additional compensation for his service as a director and, consequently, is not included in the table below. The compensation received by Mr. Butler as an employee of the Company during 2023 is presented in the “2023 Summary Compensation Table” below.

  16. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash($)(1) | Stock Awards($)(2) | Option Awards($)(2) | All Other Compensation ($)(3) | Total ($) | | Adrian Adams (4) | 87,500 | 36,000 | 44,787 | 3,343 | 171,629 | | Ronald E. Frieson (5) | 65,000 | 36,000 | 44,787 | 2,186 | 147,973 | | Steven C. Gilman, Ph.D. (6) | 57,500 | 36,000 | 44,787 | 1,582 | 139,869 | | Michael Rogers (7) | 65,000 | 36,000 | 44,787 | — | 145,787 | | Cynthia Smith (8) | 65,000 | 36,000 | 44,787 | 5,713 | 151,499 | | Myles Wolf, M.D., M.M.Sc. (9) | 60,000 | 36,000 | 44,787 | 3,640 | 144,426 | | LeAnne M. Zumwalt (10) | 60,000 | 36,000 | 44,787 | 2,519 | 143,305 |

  17. 2023 Director Compensation

    (1)Amounts listed represent fees earned in cash during the year ended December 31, 2023. (2)The amounts reported in the “Stock Awards” and “Option Awards” columns above represent the aggregate fair value amount of the RSUs and time-based stock options granted during the year ended December 31, 2023, respectively, computed as of the grant date of such RSUs and stock options, respectively, in accordance with Accounting Standards Codification, or ASC, Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value of the RSUs and stock options are set forth in Note 14 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 14, 2024. (3)Represents reimbursement for travel expenses for Board meetings. (4)As of December 31, 2023, Mr. Adams held options to purchase 150,400 shares of our Common Stock and 30,000 RSUs. (5)As of December 31, 2023, Mr. Frieson held options to purchase 145,300 shares of our Common Stock and 30,000 RSUs. (6)As of December 31, 2023, Dr. Gilman held options to purchase 202,803 shares of our Common Stock and 30,000 RSUs. (7)As of December 31, 2023, Mr. Rogers held options to purchase 202,803 shares of our Common Stock and 30,000 RSUs. (8)As of December 31, 2023, Ms. Smith held options to purchase 150,400 shares of our Common Stock and 30,000 RSUs. (9)As of December 31, 2023, Dr. Wolf held options to purchase 165,400 shares of our Common Stock and 30,000 RSUs. (10)As of December 31, 2023, Ms. Zumwalt held options to purchase 145,300 shares of our Common Stock and 30,000 RSUs. PROPOSAL 2—APPROVAL OF AN AMENDMENT TO THE AKEBIA THERAPEUTICS, INC. 2023 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER BY 9,800,000 SHARES

  18. Compensation Design

    Compensation Design Compensation Philosophy and Objectives In 2023, our named executive officer compensation policies and programs were designed to pay for performance that reflects the Company’s mission and core values. Within this overarching principle, there are a number of key objectives underpinning our 2023 named executive officer compensation program: •Attract and retain individuals who we believe best represent our core values and can make significant contributions towards achieving our purpose of bettering the life of each person impacted by kidney disease; •Motivate and reward individuals for attaining corporate performance goals that support our purpose; and •Foster long-term alignment of executive officer, stockholder and other stakeholder interests. Alignment with Company Strategy, Mission and Core Values Our named executive officer compensation policies have reinforced our compensation philosophy. While fixed compensation, such as base salary and benefits, are primarily designed to be competitive in the biopharmaceutical marketplace for employees, a substantial portion of our named executive officers’ compensation is linked to achieving scientific, business, organizational and operational goals through means that reflect our mission and core values. We provide a significant portion of our executive compensation in the form of long-term incentives, including stock options, RSUs, performance-based restricted stock units, or PSUs, to Mr. Butler, Dr. Burke, Mr. Dahan and Ms. Hadas, performance-based stock options, and, to Mr. Butler, a SAR, in each case, that vest over time or, as applicable, are subject to achievement of a specified milestone. These equity awards are a key aspect of our compensation philosophy and serve to align the interests of our named executive officers with our stockholders, as they are tied to future increases or decreases in the value of our stock. Given the stock price on the date of our long-term equity incentives grant in 2023, target compensation decreased year-over-year while realized pay increased. We believe that equity awards with a time-based vesting feature promote retention because this feature incentivizes our named executive officers to remain in our employment during the vesting period. Additionally, we believe that equity awards with a performance-based vesting feature further incentivize our named executive officers to achieve important milestones. The annual cash bonuses paid to our named executive officers are based entirely on corporate performance goals established by the Board of Directors. Our executives make strategic decisions that influence the Company, and we believe it is appropriate to reward performance against corporate performance goals that are driven by adherence to our mission and core values. The Board of Directors, in the case of the Chief Executive Officer, and the Compensation Committee, in the case of the other named executive officers, use a comparative framework to assess total compensation mix, but they do not have a pre-established policy for allocating total compensation. Rather, the Board of Directors and the Compensation Committee, as applicable, subjectively determine the appropriate level and mix of total compensation based on our compensation philosophy, peer group and broader market data, expected future contribution, experience, impact and individual performance. We are committed to a pay for performance culture and philosophy that also reflects the Company’s mission and core values. Our Chief Executive Officer’s pay is primarily performance-based, reflecting performance against pre-established corporate performance goals and share price performance. As evidenced below, the realizable value of 2022 compensation is well below the target value reflecting long-term incentive values that were well below the fair value on the date of grant given our stock price performance during 2022. Conversely, 2023 realizable value exceeded target value driven by an increase in stock performance. We continue to structure our compensation so that it is highly sensitive to performance. (1)Reflects annual salary, target bonus, and grant date fair value of long-term incentive awards. (2)Reflects annual salary, actual bonus, and "in-the-money" long-term incentive award values at December 31, 2022 and December 31, 2023, respectively. Primary Elements of our Annual Executive Compensation Program The primary elements of our executive compensation program are:

  19. Compensation Design

    | Element | Purpose | Key Features and Timing | | Base Salary | Provide competitive, fixed compensation to attract and retain top executive talent who we believe best represent our core values and can make significant contributions towards achieving our purpose of bettering the life of each person impacted by kidney disease | •Cash-based •Initial base salaries are set at the time of hire, and adjustments to base salaries are considered in conjunction with changes in job responsibilities or annually as part of our merit increase process | | Annual Cash Bonus (at-risk cash) | Performance-contingent compensation to motivate and reward executives for attaining rigorous corporate performance goals that support our purpose of bettering the life of each person impacted by kidney disease | •Cash-based •Based entirely on achievement of corporate goals, in accordance with the Company’s then in effect Cash Incentive Plan •Generally measured and paid out on an annual basis, typically annually following the close of the previous fiscal year | | Long-term Incentives (at risk equity) | Variable incentive compensation to promote equity performance, support retention and foster long-term alignment of executive and stakeholder interests | •Equity-based •Generally granted in a combination of annual time-based stock options and RSUs, but may include PSUs, performance-based stock options or SARs, each of which vests over time •Based on blended peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance relative to similar positions within the Company •Generally granted at the time of hire, and annually following the close of the fiscal year in accordance with the terms of the 2023 Plan, though may also be granted on a non-recurring basis to incentivize the achievement of specific corporate goals or help retain executives | | Benefits | Provide additional benefits to attract and retain top executive talent | •Includes payment of insurance premiums and other general benefits available to other employees |

  20. Compensation Design

    | Element | Purpose | Key Features and Timing | | Retention Awards (equity and/or cash) | Compensation retention incentive to enable the Company to achieve key milestones and to incentivize individual performance and promote stability and retention in light of our workforce reductions | •Equity-based •A combination of stock options and/or RSUs, each of which vests over time or is subject to achievement of a specified milestone •Special, non-recurring retention grant •Cash-based •Time-based or based on achievement of certain milestones, in accordance with the Company’s then in effect Cash Incentive Plan •Special, non-recurring retention grant |

  21. Compensation Design

    | Element | Purpose | Key Features and Timing | | Retention Awards (equity and/or cash) | Compensation retention incentive in connection with an extension of the employment dates of certain named executive officers to enable the Company to achieve key milestones and to further incentivize performance | •Equity-based •RSUs, which vest over time •Special, non-recurring retention grant •Cash-based •Based on achievement of certain milestones, in accordance with the Company’s then in effect Cash Incentive Plan •Special, non-recurring retention grant | | Inducement Awards (equity) | New hire awards pursuant to our inducement award program | •Equity-based •A combination of stock options and/or RSUs, each of which vests over time |

  22. 2023 Compensation Decisions and Outcomes

    2023 Compensation Decisions and Outcomes Role of our Compensation Committee and Executive Officers The Compensation Committee, comprised entirely of independent directors, is responsible for overseeing our compensation philosophy and operates under a written charter. Among other things, the role of the Compensation Committee is to seek to ensure that compensation decisions represent sound fiscal policy and enable us to attract and motivate qualified personnel, review and approve the compensation of executives other than our Chief Executive Officer, and recommend to the Board of Directors the compensation of the Chief Executive Officer and the Board of Directors. The Board of Directors retains authority to approve the compensation of our Chief Executive Officer, upon recommendation by the Compensation Committee. The Compensation Committee conducts an annual review of the performance and compensation of each of our executive officers, including our Chief Executive Officer. In making its executive compensation determinations, the Compensation Committee and, if applicable, the full Board of Directors, considers recommendations from our Chief Executive Officer for our named executive officers (other than himself). In making his recommendations, our Chief Executive Officer has access to various third-party compensation surveys and compensation data provided by our Compensation Committee’s independent compensation consultant, as described below. While our Chief Executive Officer discusses his recommendations for the other named executive officers with the Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. Similarly, in making its recommendation to the Board of Directors on the compensation of the Chief Executive Officer, the Compensation Committee has access to various third-party compensation surveys and compensation data provided by the Compensation Committee’s independent compensation consultant, as described below. From time to time, various other members of management and other employees as well as outside advisors or consultants, including the Compensation Committee’s independent compensation consultant, may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in Compensation Committee meetings. No named executive officer is present during voting or deliberations on his or her own compensation. Say-on-Pay Advisory Vote Each year, pursuant to Section 14(a) of the Exchange Act, we submit to our stockholders a proposal to vote, on an advisory, non-binding basis, to approve the compensation of our named executive officers disclosed in our Proxy Statement. We first held this vote at the 2020 annual meeting of stockholders. In addition, our stockholders voted that we hold such a vote every year. In setting compensation, the Compensation Committee and the Board of Directors also consider the results of this “say-on-pay” vote. Based on the outcome of this vote in 2022, our stockholders significantly supported our executive officer compensation. In 2023, this proposal received the support of 71.1% of the votes cast. While the say-on-pay vote is advisory and not binding on the Company, we strongly value the opinions of our stockholders as expressed in the say-on-pay outcome and believe that stockholder say-on-pay approval demonstrates an alignment with our stockholders’ interests. Role of our Independent Compensation Consultant As a part of reviewing, recommending and determining, as applicable, compensation for our named executive officers for the year ended December 31, 2023, the Compensation Committee engaged Pearl Meyer as an independent compensation consultant. We first engaged Pearl Meyer during the second quarter of 2020. Pearl Meyer provided analyses and recommendations to the Compensation Committee regarding: •trends and emerging topics with respect to executive compensation; •peer group selection for executive compensation benchmarking; •compensation practices of our peer group; •compensation programs for executives, directors and all of our employees; and •stock utilization and related metrics. Pearl Meyer was engaged by the Compensation Committee and periodically meets with certain members of the Company’s senior management team for purposes of gathering information for its analyses and recommendations. In addition, when requested, Pearl Meyer representatives attended meetings of the Compensation Committee, including executive sessions in which executive compensation issues were discussed. In determining to engage Pearl Meyer, the Compensation Committee reviewed Pearl Meyer’s independence, taking into consideration relevant factors, including (i) the absence of other services provided to the Company by Pearl Meyer, (ii) the amount of fees the Company paid to Pearl Meyer as a percentage of Pearl Meyer’s total revenue, (iii) the policies and procedures of Pearl Meyer that are designed to prevent conflicts of interest, (iv) any business or personal relationship of the individual compensation advisors employed by Pearl Meyer with an executive officer of the Company or any member of the Compensation Committee, and (v) any stock of the Company owned by Pearl Meyer or the individual compensation advisors employed by Pearl Meyer. Our Compensation Committee determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Pearl Meyer is an independent compensation consultant pursuant to the independence standards set forth in The Nasdaq Capital Market listing standards promulgated pursuant to Section 10C of the Exchange Act. Executive Compensation Process The Compensation Committee compares our executive compensation against a peer group to determine market trends and competitiveness. On an annual basis, the Compensation Committee reviews the companies in our peer group, as well as the Compensation Committee consultant’s recommendations regarding which companies should be added to or removed from the peer group. The Compensation Committee may also adjust the peer group to ensure it properly reflects the market in which we compete for executive talent. The Compensation Committee retained Pearl Meyer to evaluate our executive compensation program and recommend a course of action for 2023. In determining the 2023 base salaries, annual cash bonuses and long-term incentives for our named executive officers, our Compensation Committee relied on the following peer group, or the 2023 Peer Group:

  23. 2023 Compensation Decisions and Outcomes

    Agios Pharmaceuticals, Inc., Anika Therapeutics, Inc., Amicus Therapeutics, Inc., Cara Therapeutics, Inc., Collegium Pharmaceutical, Inc., Corcept Therapeutics Incorporated, Eagle Pharmaceuticals, Inc., Enanta Pharmaceuticals, Inc., FibroGen, Inc., Ironwood Pharmaceuticals, Inc., Pacira Biosciences, Inc., PTC Therapeutics, Inc., Radius Health, Inc., Supernus Pharmaceuticals, Inc., Travere Therapeutics, Inc. and Vanda Pharmaceuticals Inc. were included in our peer group for 2022, but removed from the 2023 Peer Group because their market capitalization or operating size moved outside of our targeted range or due to M&A activity. Acorda Therapeutics, Inc., Albireo Pharma, Inc., AVEO Pharmaceuticals, Inc., Aytu BioPharma, Inc., Clovis Oncology, Inc., Evofem Biosciences, Inc., Fortress Biotech, Inc., Kala Pharmaceuticals, Inc., Marinus Pharmaceuticals, Inc., Ocular Therapeutix, Inc., OptiNose, Inc., Oyster Point Pharma, Inc., Paratek Pharmaceuticals, Inc., Puma Biotechnology, Inc., RVL Pharmaceuticals plc, TherapeuticsMD, Inc. and UroGen Pharma Ltd. were added to the 2023 Peer Group. Pearl Meyer focused on developing a peer group that: •comprised U.S. based public companies traded on a major exchange and operating in the biotechnology or pharmaceutical industries, including companies in the greater Boston area; •captured commercial stage companies comparable in terms of market capitalization, operating expenses and headcount; and •is sensitive to the criteria proxy advisors will apply when determining their recommendations with respect to the advisory vote on executive compensation. The 2023 Peer Group was developed using an objective process based on specific metrics that were used to evaluate and, as needed update, our approved peer group for 2022, including to identify potential new companies for inclusion. An initial group was evaluated based on U.S. based, biotechnology and pharmaceutical companies publicly traded on a major exchange. The group was further refined to focus on commercial stage companies in a comparable range to our then market capitalization, operating expenses and headcount. Lastly, the group was further filtered for companies in the same or a similar location and therapeutic area. The comparative statistics for the 2023 Peer Group were as follows:

  24. 2023 Compensation Decisions and Outcomes

    | | Market Capitalization* | Last Twelve Months GAAP Revenue* | Full-time Employees* | | 2023 Peer Group Median | $165 million | $79 million | 191 | | Akebia Therapeutics, Inc. | $67 million | $297 million | 225 |

  25. 2023 Compensation Decisions and Outcomes

    *Market capitalization is as of August 31, 2022. Full-time employee data is as of fiscal year ended December 31, 2021, and Last Twelve Months Revenue is as of June 30, 2022. Based on the 2023 Peer Group, Pearl Meyer prepared an assessment that included executive pay levels and compensation practices described in SEC filings. To determine the appropriate market information, Pearl Meyer supplemented the executive pay levels and compensation information from the peer group that the Company approved for 2023, with survey data from the Radford Global Compensation Database. The data consisted of a custom cut of 39 comparably sized publicly traded commercial life sciences companies, which provides a broader market representation of companies and deeper position reporting. To arrive at competitive market compensation, market data collected from the peer group and data from comparably sized publicly traded commercial life sciences companies from the Radford Global Compensation Database was incorporated appropriately to form a composite assessment. In analyzing and setting our executive compensation program for 2023, the Board of Directors and the Compensation Committee, as applicable, compared certain aspects of our named executive officers’ compensation to the compensation levels included in this market assessment. Based on the results of the assessment, the Board of Directors and the Compensation Committee, as applicable, determined that compensation levels for our named executive officers was generally competitive with market. Base Salaries The base salary for our Chief Executive Officer is determined annually by the Board of Directors, upon recommendation by the Compensation Committee. Base salaries for our named executive officers other than our Chief Executive Officer are determined annually by our Compensation Committee pursuant to the Compensation Committee charter and Nasdaq rules. Each such determination is based on the scope of each officer’s responsibilities along with his or her respective experience and contributions to the Company during the prior year and the Company’s performance during the prior year. When reviewing base salaries, the Board of Directors and the Compensation Committee, as applicable, takes factors into account such as data provided by Pearl Meyer, specifically market median data, market competitiveness, expected future contribution, experience, impact and individual performance relative to similar positions within the Company, but does not assign any specific weighting to any factor. Based on its review of the factors described above, in January 2023, the Board of Directors and the Compensation Committee, as applicable, approved a 4% increase in Mr. Butler's base salary and a 5% increase in each of Mr. Spellman's and Dr. Burke's base salary. The following table presents the base salaries for each of our named executive officers for the years 2022 and 2023, as approved by the Board of Directors and the Compensation Committee, as applicable, in January of each year. The 2022 base salaries became effective on February 28, 2022. The 2023 base salaries became effective on February 10, 2023 and were retroactive to January 1, 2023.

  26. 2023 Compensation Decisions and Outcomes

    (1) Ms. Snow became our Senior Vice President, Chief Financial Officer and Treasurer in July 2023. She and the Company mutually agreed that she would transition from the Company in March 2024. (2) Mr. Dahan and Ms. Hadas did not receive merit increases due to their anticipated departure dates. Annual Cash Bonuses All of our named executive officers participate in the Akebia Therapeutics, Inc. Cash Incentive Plan, or the Cash Incentive Plan, which is our annual cash bonus program that promotes and rewards our executives for the achievement of key strategic and business goals. The 2023 bonus plan period under the Cash Incentive Plan covered the 12-month period beginning on January 1, 2023 and ending on December 31, 2023. For the 2023 bonus plan period, the target annual bonus as a percentage of base salary, as determined based on the 2023 base salary amounts, was 75% for Mr. Butler and 45% for each of the other named executive officers. The Board of Directors and the Compensation Committee, as applicable, determined that annual cash bonus opportunities were competitive with the market based on Pearl Meyer's assessment of the market median data from the 2023 Peer Group and survey data from the Radford Global Compensation Database. The amount of each named executive officer’s annual bonus is based entirely on the Company’s performance against pre-established corporate goals. At the beginning of the 2023 bonus plan period, the Board of Directors established the below corporate goals for calendar year 2023, each having a designated weighting, which related to key development, strategic and financial goals of the Company. Our Chief Executive Officer and certain members of senior management report to the Compensation Committee and the Board of Directors on the Company’s overall performance on a regular basis throughout the year. At the end of the year, our Chief Executive Officer and certain members of senior management present the Compensation Committee with a proposed score based on the Company’s actual performance as calculated against the corporate goals established by the Board of Directors at the beginning of the year. The Company’s overall performance goals allow for some amount of subjective and qualitative assessment, so there are typically a series of meetings and discussions among senior management, the Compensation Committee and the Board of Directors as to the exact and appropriate scoring of the Company’s performance against the goals established by the Board at the beginning of the year. The following table sets forth the Company’s 2023 corporate goals and the level of achievement against those goals as determined by the Compensation Committee and the Board of Directors.

  27. 2023 Compensation Decisions and Outcomes

    *Goal was pre-established by the Board, but not assigned a set allocation. This amount was determined by the Board based upon the importance of the goal to the Company and the perceived value to stockholders. Based on the level of achievement of the pre-established corporate goals, each named executive officer’s 2023 annual cash bonus could have ranged between 0% and 150% of his or her target annual bonus. In January 2024, our Compensation Committee met and evaluated the performance of the Company against these specified performance goals. Based on its evaluation, our Compensation Committee recommended, and the Board of Directors approved, that executives achieved 87.5% of the corporate performance goals for 2023. Our Compensation Committee based its determinations above on, among other factors, Auryxia supply and revenue goals, our cash management, our support of vadadustat globally, including the resubmission of our NDA for vadadustat to the FDA, and achievement of our financial goals, including that we: •Recorded Auryxia revenue of approximately $170.7 million in 2023; •Maintained Auryxia drug product supply continuity; •obtained EMA approval of vadadustat in DD and executed EU partnership agreement; •Received FO2CUS positive data readout; •Nominated a candidate for ROP; •Achieved positive cash flow from core business; •Secured positive “going concern” opinion; •Completed capability assessment and executed plan through December 2023; and •Completed NDA resubmission for vadadustat to the FDA. The following table presents the annual cash bonuses for each of our named executive officers for 2023, as approved by the Board of Directors and the Compensation Committee, as applicable, which were based entirely on the achievement of our corporate performance goals established by the Board of Directors, as described above.

  28. 2023 Compensation Decisions and Outcomes

    | Named Executive Officer | 2023 Annualized Base Salary ($) | Target Bonus (as % of Base Salary) | Achievement (%) | | 2023 Annual Cash Bonus ($) | | John P. Butler | 795,723x | 75x | 87.5 | = | 522,193 | | Ellen E. Snow(1) | 450,000x | 45x | 87.5 | = | 85,438 | | David A. Spellman | — | — | — | | — | | Steven K. Burke, M.D. | 553,104x | 45x | 87.5 | = | 217,785 | | Michel Dahan | 505,488x | 45x | 87.5 | = | 199,036 | | Nicole R. Hadas | 477,908x | 45x | 87.5 | = | 188,176 |

  29. 2023 Compensation Decisions and Outcomes

    (1) Ms. Snow joined the Company in July 2023 and her annual cash bonus was prorated. Long-Term Incentive Compensation All of our named executive officers are eligible to participate in our 2023 Plan. Pursuant to the 2023 Plan, the Board of Directors or the Compensation Committee, as applicable, has the authority to approve the grant of stock options, RSUs, PSUs and other stock- and incentive-based awards to employees, directors, consultants and advisors to the Company and its affiliates and, subject to limited exceptions set forth in the 2023 Plan, to set the terms of such awards, including provisions related to vesting and exercisability. When considering the grant of long-term incentive awards, the Board of Directors and the Compensation Committee, as applicable, takes factors into account such as peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance relative to similar positions within the Company, but does not assign any specific weight to any factor. In addition, when reviewing long-term incentive awards, the Board of Directors and the Compensation Committee, as applicable, reviews and considers the current equity holdings and vested and unvested positions of the named executive officers. As more fully described below, during fiscal year 2023, Mr. Butler, Dr. Burke and Mr. Spellman each received annual grants of stock options and RSUs, Mr. Butler also received an annual grant of a SAR, and Ms. Snow received a new hire inducement option award and a new hire RSU award in July 2023. In May 2023, Mr. Dahan and Ms. Hadas each received retention RSU grants of 200,000 shares of Common Stock and 100,000 shares of Common Stock, respectively, each of which will vest one third (1/3) on each of the first, second and third anniversaries of the grant date, provided they remain continuously employed with us through such date. These retention grants were made in connection with the extension of their employment dates to support the Company to achieve key milestones, and as neither Mr. Dahan nor Ms. Hadas received 2023 annual grants. 2023 Annual Grants: Time-Based Stock Options, RSUs and SARs During fiscal year 2023, Mr. Butler, Dr. Burke and Mr. Spellman each received an annual grant of time-based stock options and RSUs. The annual stock option grants are subject to time-based vesting conditions and generally vest, subject to continued service with the Company, as follows: 25% of the shares subject to the award vest on the first anniversary of the grant date and, thereafter, the shares continue to vest in quarterly installments over the subsequent three years, subject to the named executive officer’s continued service with the Company through the applicable vesting date. The annual RSU grants will vest on each of the first, second and third anniversaries of the grant date, subject to the named executive officers’ continued service with the Company through each such date. Ms. Snow's inducement option award was scheduled to vest as follows: 25% of the shares subject to the award vest on the first anniversary of the grant date and, thereafter, the shares continue to vest in quarterly installments over the subsequent three years, subject to her continued service with the Company through the applicable vesting date. We believe these equity awards serve to align the interests of our named executive officers with our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote retention because this feature incentivizes our named executive officers to remain in our employment during the vesting period. Furthermore, our current equity approach is aligned with the 2023 Peer Group and enables us to provide competitive compensation that also aligns the interests of our named executive officers with our stockholders. Based on the recommendation of the compensation consultant, the Compensation Committee and the Board of Directors set the annual grant levels to be generally competitive with the market long-term incentive awards when expressed as a percentage of common shares outstanding. The Compensation Committee and Board, as applicable, allocated approximately 50% to stock options and 50% to RSUs. The equity grant to Mr. Butler also included a SAR and was more oriented towards appreciation-based equity awards. The Committee determined this allocation based on the desire to balance the goal of enhancing stockholder value with executive retention needs. The mix was also within market norms of the 2023 Peer Group. The grant date fair value of our 2023 annual long-term incentive grants was significantly lower than the grant date fair value of our 2022 annual long-term incentive grants. In addition to annual grants, from time to time, we grant new hire awards, including pursuant to our inducement award program in accordance with Nasdaq Listing Rule 5635(c)(4), including Ms. Snow’s option award in July 2023, or special individual awards as part of our executive compensation program. The following table presents the annual time-based stock option and RSU awards granted to certain of our named executive officers in 2023, as well as the time-based retention RSUs described above for Mr. Dahan and Ms. Hadas and the SAR granted to Mr. Butler, each as approved by the Board of Directors and the Compensation Committee, as applicable. The SAR will vest as follows: 25% of the shares subject to the award vest on the first anniversary of the grant date and, thereafter, the shares continue to vest in quarterly installments over the subsequent three years, subject to Mr. Butler's continued service with the Company through the applicable vesting date.

  30. 2023 Compensation Decisions and Outcomes

    | Named Executive Officer | 2023 Annual Stock Option Grant (# of Shares of Common Stock Subject to Stock Options) | 2023 Annual RSU Grant (# of Shares of Common Stock Subject to RSUs) | 2023 Special RSU Grant (# of Shares of Common Stock Subject to Stock RSUs) | | John Butler | 1,510,313(1) | 293,125 | — | | Ellen E. Snow | 560,000(2) | 370,000(2) | — | | David A. Spellman | 294,300 | 196,200 | — | | Steven K. Burke, M.D. | 294,300 | 196,200 | — | | Michel Dahan | — | — | 200,000(3) | | Nicole R. Hadas | — | — | 100,000(3) |

  31. 2023 Compensation Decisions and Outcomes

    (1)Amount represents (i) an option grant with respect to 875,000 shares of Common Stock and (ii) a SAR grant with respect to 635,313 shares of Common Stock. (2)Represents a new hire inducement stock option grant and a new hire RSU grant, respectively. (3)As described above, Mr. Dahan and Ms. Hadas were each awarded an RSU grant for 200,000 and 100,000 shares of Common Stock, respectively. Mr. Dahan’s and Ms. Hadas RSUs will vest one third (1/3) upon each of the first, second and third anniversaries of the grant date, provided they remain continuously employed with us through such date. Other Previously Granted Performance-Based Awards Earned in 2023 In connection with our April 2022 and May 2022 reductions in workforce, the Board of Directors approved a retention program designed to retain the employees required to support the Company through a critical time strategically. The retention program was designed to promote stability and retention, while also requiring certain performance hurdles be attained for most awards to preserve the performance orientation of the program. The retention program consisted of cash payments and/or grants of RSUs and options to certain of our employees, including certain of our named executive officers. The following is a summary of the retention awards granted before 2023 that vested during 2023 and early 2024. • In January 2023, pursuant to Mr. Spellman's 2022 letter agreement entered into as part of our retention program, the Company certified Mr. Spellman’s achievement of a milestone relating to the identification of certain cash savings for the remaining $125,000 of his retention bonus that had not yet been paid. • In March 2023, pursuant to each of Mr. Butler's and Dr. Burke's 2022 letter agreements entered into as part of our retention program, the Company certified Mr. Butler and Dr. Burke’s achievement of one milestone, a vadadustat European regulatory milestone, for $150,000 each. In May 2023, the Company certified Mr. Butler's achievement of another such milestone, the signing of a definitive license agreement, under the 2022 retention program for $325,000. • In May 2023, Mr. Dahan and Ms. Hadas each vested in 200,000 PSUs in connection with the achievement of a corporate performance milestone, the signing of a definitive license agreement. These awards were granted in April 2022 contingent on the achievement of such corporate performance milestone. Furthermore, in May 2023 pursuant to an amendment to their 2022 letter agreements, in connection with the extension of their separation dates and to enable the Company to achieve key milestones, Mr. Dahan and Ms. Hadas each received an increase to their cash retention bonus granted in 2022 to $300,000 (originally $150,000) and $250,000 (originally $150,000), respectively. The Company certified the achievement of a corporate performance milestone, the signing of a definitive license agreement, and the cash retention bonuses were paid in June 2023. In addition, in April 2024, each of Mr. Butler, Dr. Burke, Mr. Dahan and Ms. Hadas achieved a milestone under their previously-disclosed September 2021 cash incentive awards upon FDA approval of vadadustat for use in the treatment of anemia due to CKD in adults who have been receiving dialysis for at least three months, in the amounts of $175,000, $175,000, $75,000 and $75,000, respectively. Other Benefits We offer a 401(k) plan to eligible employees, and our Amended and Restated 2014 Employee Stock Purchase Plan, or the ESPP, and basic health benefits are generally available to all of our employees, including our named executive officers. In accordance with the 401(k) plan, all eligible employees may contribute a percentage of compensation up to a maximum statutory limit per year. Company contributions to the 401(k) plan are discretionary, and contributions in the amount of approximately $1.7 million and $2.6 million were made by the Company to the 401(k) plan in the fiscal years ended December 31, 2023 and December 31, 2022, respectively.

  32. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers during the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021 (unless otherwise specified).

  33. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | John P. Butler, President and Chief Executive Officer | 2023 | 795,723 | — | 184,669 | 780,318(9) | 997,193(10) | 17,220 | 2,775,123 | | | 2022 | 765,118 | — | 633,150 | 1,116,177 | 542,277 | 15,816 | 3,072,539 | | | 2021 | 718,430 | 75,000(1) | 821,404 | 951,272 | 552,256 | 14,954 | 3,133,316 | | Ellen E. Snow, Former Senior Vice President, Chief Financial Officer and Treasurer | 2023(5) | 216,346 | — | 617,900 | 786,596 | 85,438 | 9,534 | 1,715,814 | | David A. Spellman, Former Senior Vice President, Chief Financial Officer and Treasurer | 2023(6) | 254,759 | — | 123,606 | 152,053 | 125,000(11) | 287,209 | 942,627 | | | 2022 | 504,666 | 100,000(7) | 218,620 | 405,295 | 339,609(12) | 17,650 | 1,585,841 | | | 2021 | 473,871 | 75,000(1) | 242,200 | 688,739 | 234,170 | 7,496 | 1,721,477 | | Steven K. Burke, M.D., Senior Vice President, Chief Medical Officer | 2023 | 553,104 | — | 123,606 | 152,053 | 367,785(13) | 16,500 | 1,213,048 | | | 2022 | 526,766 | — | 212,160 | 399,823 | 224,007 | 15,801 | 1,378,558 | | | 2021 | 494,623 | 75,000(1) | 242,200 | 282,836 | 244,424 | 7,489 | 1,346,572 | | Michel Dahan, Senior Vice President, Chief Operating Officer | 2023 | 505,488 | — | 226,000 | — | 499,036(14) | 14,850 | 1,245,374 | | | 2022 | 505,488 | — | 190,560 | 362,099 | 214,959 | 14,279 | 1,287,386 | | | 2021 | 474,643 | 75,000(1) | 214,520 | 259,266 | 234,551 | 9,990 | 1,267,970 | | Nicole R. Hadas, Senior Vice President, Chief Legal Officer | 2023 | 477,908 | — | 113,000 | — | 438,176(15) | 17,220 | 1,046,304 | | | 2022 | 468,351(8) | — | 190,560 | 362,099 | 203,230 | 15,798 | 1,240,038 | | | 2021 | 448,747 | 75,000(1) | 214,520 | 259,266 | 221,754 | 11,166 | 1,230,453 |

  34. 2023 Summary Compensation Table

    (1)Represents a $75,000 special cash bonus approved by the Compensation Committee and the Board of Directors in September 2021 in recognition of contributions related to the Company’s vadadustat program. (2)The amounts reported in the “Stock Awards” and “Option Awards” columns above represent the grant date fair value of the stock options, RSUs, PSUs and SARs granted to our named executive officers during the years indicated as computed in accordance with ASC Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value of the time-based stock options, performance options, RSUs and PSUs reported in the “Stock Awards” and “Option Awards” columns are set forth in Note 14 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The grant date fair value of any PSUs is based on the probability of achievement of the relevant milestones at the time of grant. Note that the amounts reported in these columns reflect the accounting cost for these time-based stock options, performance options, RSUs, PSUs and SARs, and do not correspond to the actual economic value that may be received by the named executive officers from the time-based stock options, performance options, RSUs, PSUs and SARs. (3)Amounts for 2021 represent cash bonuses earned for the 12-month bonus plan period from January 1, 2021 to December 31, 2021 under our Cash Incentive Plan. Amounts for 2022 represent cash bonuses earned for the 12-month bonus plan period from January 1, 2022 to December 31, 2022 under our Cash Incentive Plan. Amounts for 2023 are detailed in the applicable footnotes below. (4)For 2023, includes Company contributions to its 401(k) plan for the benefit of our named executive officers, a stipend to each named executive officer for home office setup and, for Mr. Butler and Ms. Hadas, reimbursement of an additional amount for reserved parking in the garage at Company headquarters. For 2023, severance pay of $275,140 is included for Mr. Spellman pursuant to the terms of his executive severance agreement. (5)Ms. Snow became our Senior Vice President, Chief Financial Officer and Treasurer in July 2023, and she and the Company mutually agreed she would transition from the Company in March 2024. (6)Mr. Spellman separated from the Company as our Senior Vice President, Chief Financial Officer and Treasurer in June 2023. (7)Amount represents the $100,000 retention bonus paid in July 2022 pursuant to the terms of Mr. Spellman’s 2022 letter agreement. In June 2022, we entered into a letter agreement with Mr. Spellman pursuant to which Mr. Spellman received his retention bonus and had the opportunity to earn an incentive cash payment upon the achievement of certain milestones in the aggregate amount of $250,000. (8)Reflects receipt of reduced salary for a period of time during a Company approved leave of absence. (9)Amount includes $328,241 in respect of Mr. Butler's SAR award. (10)Amount represents (i) $522,193 cash bonus earned for the 12-month bonus plan period from January 1, 2023 to December 31, 2023 under our Cash Incentive Plan and (ii) $475,000 paid pursuant to the terms of Mr. Butler's letter agreement. See “Other Previously Granted Performance-Based Awards Earned in 2023” above for additional detail regarding these retention awards. (11)Amount represents $125,000 of the remaining amount of Mr. Spellman's retention bonus paid pursuant to his 2022 letter agreement. See footnote (7) above and “Other Previously Granted Performance-Based Awards Earned in 2023” above for additional detail regarding these retention awards. (12)Amount represents (i) $214,609 cash bonus earned for the 12-month bonus plan period from January 1, 2022 to December 31, 2022 under our Cash Incentive Plan and (ii) $125,000 of the aggregate amount of Mr. Spellman's retention bonus paid pursuant to his 2022 letter agreement upon the achievement of a milestone under the retention program relating to an amendment to our debt facility. (13)Amount represents (i) $217,785 cash bonus earned for the 12-month bonus plan period from January 1, 2023 to December 31, 2023 under our Cash Incentive Plan and (ii) $150,000 paid pursuant to the terms of Dr. Burke's letter agreement. See “Other Previously Granted Performance-Based Awards Earned in 2023” above for additional detail regarding these retention awards. (14)Amount represents (i) $199,036 cash bonus earned for the 12-month bonus plan period from January 1, 2023 to December 31, 2023 under our Cash Incentive Plan and (ii) $300,000 paid pursuant to the terms of Mr. Dahan's letter agreement. See “Other Previously Granted Performance-Based Awards Earned in 2023” above for additional detail regarding these retention awards. (15)Amount represents (i) $188,176 cash bonus earned for the 12-month bonus plan period from January 1, 2023 to December 31, 2023 under our Cash Incentive Plan and (ii) $250,000 paid pursuant to the terms of Ms. Hadas's letter agreement. See “Other Previously Granted Performance-Based Awards Earned in 2023” above for additional detail regarding these retention awards.

  35. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding non-equity and equity awards granted to each of our named executive officers during the year ended December 31, 2023. All non-equity incentive plan awards were made pursuant to our Cash Incentive Plan. In 2023, we granted time-based stock options, SARs and RSUs to our named executive officers as compensation and to provide an incentive to our named executive officers to remain employed with us during the vesting period. All RSUs granted in 2023 represent the right to receive shares of our Common Stock and all stock options and SARs granted in 2023 consist of options to purchase shares of our Common Stock with an exercise price equal to the fair market value of our Common Stock on the date of grant. All such equity awards were granted under our 2014 Stock Incentive Plan, or the 2014 Plan, with the exception of Ms. Snow, which awards consisted of a new hire inducement option grant and a new hire RSU granted under our 2023 Plan. The vesting schedule of each stock option, RSU and SAR included in the following table is described in the footnotes to the Outstanding Equity Awards as of December 31, 2023 table below.

  36. Grants of Plan-Based Awards

    | Name | Grant Date | Compensation Committee or Board of Directors Approval Date | Type of Award | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target(1) ($) | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | | | | | | Target (#) | Maximum (#) | | | | | | John P. Butler | 1/31/2023 | 1/27/2023(3) | Annual Grant – Option | — | — | — | — | 875,000 | 0.63 | 452,078 | | | 1/31/2023 | 1/27/2023(3) | Annual Grant –SAR | | | | | 635,313 | 0.63 | 328,241 | | | 1/31/2023 | 1/27/2023(3) | Annual Grant – RSU | — | — | — | 293,125 | — | — | 184,669 | | | — | | Annual Cash Bonus (1) | 596,792 | — | — | — | — | — | — | | Ellen E. Snow | 7/31/2023 | 7/25/2023 | New Hire Option | | | | | 560,000 | 1.67 | 786,596 | | | 7/31/2023 | 7/25/2023 | New Hire RSU | | | | 370,000 | | | 617,900 | | | — | | Annual Cash Bonus (1) | 97,644 | | | | | | | | David A. Spellman | 1/31/2023 | 1/23/2023 | Annual Grant – Option | — | — | — | — | 294,300 | 0.63 | 152,053 | | | 1/31/2023 | 1/23/2023 | Annual Grant – RSU | — | — | — | 196,200 | — | — | 123,606 | | | — | | Annual Cash Bonus (1) | 238,455 | — | — | — | — | — | — | | Steven K. Burke, M.D. | 1/31/2023 | 1/23/2023 | Annual Grant – Option | — | — | — | — | 294,300 | 0.63 | 152,053 | | | 1/31/2023 | 1/23/2023 | Annual Grant – RSU | — | — | — | 196,200 | — | — | 123,606 | | | — | | Annual Cash Bonus (1) | 248,897 | — | — | — | — | — | — | | Michel Dahan | 5/12/2023 | 5/3/2023 | Retention – RSU (4) | — | — | — | 200,000 | — | — | 226,000 | | | — | | Annual Cash Bonus (1) | 227,470 | — | — | — | — | — | — | | Nicole R. Hadas | 5/12/2023 | 5/3/2023 | Retention – RSU (4) | — | — | — | 100,000 | — | — | 113,000 | | | — | | Annual Cash Bonus (1) | 215,059 | — | — | — | — | — | — |

  37. Grants of Plan-Based Awards

    (1)The amounts shown in this column represent the 2023 target payout amount of annual cash bonuses awarded to our named executive officers under our Cash Incentive Plan then in effect. No separate maximum amounts were approved and the amounts did not have a threshold. Amounts are based on the target percentage applied to each named executive officer’s base salary as of December 31, 2023, assuming 100% corporate achievement. As described in more detail above, in 2023 each of our named executive officers, other than Mr. Butler, had an individual bonus target of 45% of his or her base salary, which was tied solely to the achievement of our corporate goals for 2023 (which was not determined as of December 31, 2023). Mr. Butler had an individual bonus target of 75% of his base salary, which was likewise tied solely to the achievement of our corporate goals for 2023 (which was not determined as of December 31, 2023). Mr. Spellman did not receive a cash bonus award for 2023 due to his separation from the Company. (2)Reflects the fair value of time-based RSU, SAR and stock option awards on the date of grant calculated in accordance with ASC Topic 718. For a discussion of the assumptions used in the valuation of the time-based RSU awards and stock option awards granted to our named executive officers in 2023, see footnote (2) to the 2023 Summary Compensation Table above. (3)Each equity award granted to Mr. Butler was approved by our full Board of Directors pursuant to the terms of our 2014 Plan, and the charter of our Compensation Committee, and in accordance with Nasdaq rules and regulations. (4)In connection with our April 2022 and May 2022 reductions in workforce, the Board of Directors approved a retention program designed to retain the employees required to support the Company following the reductions in workforce. The retention program consisted of cash payments and/or grants of restricted stock units and options to certain of our employees, including certain of our named executive officers. See “Other Previously Granted Performance-Based Awards Earned in 2023” above for additional detail regarding the retention awards.

  38. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table sets forth information concerning outstanding equity awards for each of our named executive officers as of December 31, 2023.

  39. Outstanding Equity Awards as of December 31, 2023

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($) | 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 ($) | | John P. Butler | — | 1,510,313(1) | | 0.63 | 1/31/2033 | — | — | — | — | | | 323,618 | 416,082(1) | | 2.16 | 2/28/2032 | | | | | | | 277,475 | 126,125(1) | — | 3.46 | 2/26/2031 | — | — | — | — | | | 378,375 | 25,225(1) | — | 8.87 | 2/28/2030 | — | — | — | — | | | 350,000 | — | — | 7.28 | 2/28/2029 | — | — | — | — | | | 126,300 | — | — | 14.30 | 2/28/2028 | — | — | — | — | | | 190,000 | — | — | 10.14 | 2/21/2027 | — | — | — | — | | | 190,550 | — | — | 7.70 | 2/22/2026 | — | — | — | — | | | 150,000 | — | — | 11.15 | 3/6/2025 | — | — | — | — | | | 46,667 | — | — | 22.80 | 5/14/2024 | — | — | — | — | | | — | — | — | — | — | 567,676(2) | 703,918(3) | — | — | | Ellen E. Snow | — | 560,000(6) | | 1.67 | 7/31/2033 | 370,000(6) | 458,800(3) | | | | David A. Spellman | — | 294,300(1) | — | 0.63 | 1/31/2033 | — | — | — | — | | | 200,000 | — | | .45 | 6/8/2032 | | | | | | | 98,436 | 126,564(1) | — | 2.16 | 2/28/2032 | — | — | — | — | | | 112,500 | 87,500(4) | — | 2.88 | 9/30/2031 | — | — | — | — | | | 82,500 | 37,500(1) | — | 3.46 | 2/26/2031 | — | — | — | — | | | 245,000 | 35,000(5) | — | 13.58 | 6/30/2030 | — | — | — | — | | | — | — | — | — | — | 256,534(2) | 321,822(3) | — | — | | Steven K. Burke, M.D. | — | 294,300(1) | — | 0.63 | 1/31/2033 | — | — | — | — | | | 200,000 | — | — | 0.41 | 5/12/2032 | | | | | | | 98,436 | 126,564(1) | — | 2.16 | 2/28/2032 | — | — | — | — | | | 82,500 | 37,500(1) | — | 3.46 | 2/26/2031 | — | — | — | — | | | 98,898 | 6,602(1) | — | 8.87 | 2/28/2030 | — | — | — | — | | | 250,000 (5) | — | — | 4.13 | 8/30/2029 | — | — | — | — | | | — | — | — | — | — | 259,534(2) | 321,822(3) | — | — | | Michel Dahan | 200,000 | — | — | 0.41 | 5/12/2032 | — | — | — | — | | | 87,500 | 112,500(1) | — | 2.16 | 2/28/2032 | — | — | — | — | | | 75,625 | 34,375(1) | — | 3.46 | 2/26/2031 | — | — | — | — | | | 112,500 | 7,500(1) | — | 8.87 | 2/28/2030 | — | — | — | — | | | 100,000 | — | — | 7.28 | 2/28/2029 | — | — | — | — | | | 27,500 | — | — | 14.30 | 2/28/2028 | — | — | — | — | | | 62,500 | — | — | 10.14 | 2/21/2027 | — | — | — | — | | | 30,950 | — | — | 7.70 | 2/22/2026 | — | — | — | — | | | 30,000 | — | — | 11.15 | 3/6/2025 | — | — | — | — | | | 15,000 | — | — | 9.66 | 9/30/2025 | — | — | — | — | | | 6,667 | — | — | 22.80 | 5/14/2024 | — | — | — | — | | | — | — | — | — | — | 254,001(2) | 314,961(3) | — | — | | Nicole R. Hadas | 200,000 | — | — | 0.41 | 5/12/2032 | — | — | — | — | | | 87,500 | 112,500(1) | — | 2.16 | 2/28/2032 | — | — | — | — | | | 75,625 | 34,375(1) | — | 3.46 | 2/26/2031 | — | — | — | — | | | 98,432 | 6,568(1) | — | 8.87 | 2/28/2030 | — | — | — | — | | | 100,000 | — | — | 7.28 | 2/28/2029 | — | — | — | — | | | 25,000 | — | — | 14.30 | 2/28/2028 | — | — | — | — | | | 45,000 | — | — | 10.14 | 2/21/2027 | — | — | — | — | | | 34,300 | — | — | 7.70 | 2/22/2026 | — | — | — | — | | | 30,000 | — | — | 11.15 | 3/6/2025 | — | — | — | — | | | 16,667 | — | — | 22.80 | 5/14/2024 | — | — | — | — | | | — | — | — | — | — | 154,001(2) | 190,961(3) | — | — |

  40. Outstanding Equity Awards as of December 31, 2023

    (1)Represents an option to purchase shares of our Common Stock granted on January 31, 2023, February 28, 2022, February 26, 2021 and/or February 28, 2020, as applicable, depending on whether such named executive officer was with the Company on such date. The options granted on each of these dates vest as follows: 25% of the options vest on the first anniversary of the grant date with the remaining 75% vesting in equal quarterly installments over the following three years, subject to the executive’s continued performance of services to us through the applicable vesting dates. Vesting of all unvested shares subject to the option will accelerate in connection with a change in control pursuant to the terms of the applicable stock option agreement and/or Executive Severance Agreement, as discussed below. (2)Represents RSUs granted on January 31, 2023, February 28, 2022 and February 26, 2021. One third of the RSUs will vest on each of the first, second and third anniversaries of the grant date, subject to the executive’s continued performance of services to us through the vesting date. Vesting of the RSUs will accelerate in connection with a change in control pursuant to the terms of the applicable Restricted Stock Unit Agreement and/or Executive Severance Agreement, as discussed below. (3)Calculated based on the closing price per share of the Company’s Common Stock on December 29, 2023, the last trading date of the fiscal year, of $1.24. (4)Represents an option to purchase shares of our Common Stock granted to Mr. Spellman on September 30, 2021. The options will vest as follows: 25% of the option will vest on the first anniversary of the grant date with the remaining 75% vesting in equal quarterly installments thereafter, subject to his continued service with us on each vesting date. Vesting will continue until the end of Mr. Spellman's severance period, which ends on June 23, 2024. Vesting of all unvested shares subject to the option will accelerate in connection with a change in control pursuant to the terms of the applicable stock option agreement and/or Executive Severance Agreement, as discussed below. (5)Represents options to purchase shares of our Common Stock granted to Mr. Spellman on June 30, 2020 and to Dr. Burke on August 30, 2019, as applicable, as an inducement material to each individual’s entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The options vest as follows: 25% of the options will vest on the first anniversary of the grant date with the remaining 75% vesting in equal quarterly installments over the next three years, subject to the named executive officer’s continued performance of services to us through the applicable vesting dates. Vesting of all unvested shares subject to the option will accelerate in connection with a change in control pursuant to the terms of the applicable stock option agreement and/or Executive Severance Agreement, as discussed below. (6)Represents options and RSUs to purchase shares of our Common Stock granted to Ms. Snow on July 31, 2023. The options were granted as an inducement material to Ms. Snow's entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The options vest as follows: 25% of the options will vest on the first anniversary of the grant date with the remaining 75% vesting in equal quarterly installments over the next three years, subject to the named executive officer’s continued performance of services to us through the applicable vesting dates. Vesting of all unvested shares subject to the option will accelerate in connection with a change in control pursuant to the terms of the applicable stock option agreement and/or Executive Severance Agreement, as discussed below.

  41. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth certain information regarding the exercise of options to purchase shares of our Common Stock and the vesting of RSUs and PSUs with respect to shares of our Common Stock that were held by our named executive officers during the year ended December 31, 2023.

  42. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John P. Butler | — | — | 269,149 | 225,294 | | Ellen E. Snow | — | — | — | — | | David A. Spellman | — | — | 245,864 | 264,292 | | Steven K. Burke, M.D. | — | — | 267,467 | 282,439 | | Michel Dahan | — | — | 262,883 | 338,615 | | Nicole R. Hadas | — | — | 261,398 | 337,368 |

  43. Option Exercises and Stock Vested Table

    (1)The value realized when the stock awards vested represents the number of shares underlying the units vested multiplied by market value of a share of our common stock on the vesting date.

  44. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table presents our estimate of the amount of severance benefits to which each of our named executive officers would be entitled if a termination occurred on December 31, 2023 under the circumstances set forth in the column headings.

  45. Potential Payments Upon Termination or Change of Control

    | Name | Executive Payments and Benefits upon Termination (1) | Termination by the Company without Cause or by Executive for Good Reason (No Change in Control) $ | Termination by the Company without Cause or by Executive for Good Reason (Change in Control) $(6) | | John P. Butler | Cash Severance (2) | 795,723 | 795,723 | | | Non-Equity Incentive Plan Compensation (3) | — | 298,396 | | | Equity (4) | | | | | Options | — | 921,291 | | | RSUs | — | 703,918 | | | Other Benefits (5) | 16,356 | 16,356 | | | Total | 812,079 | 2,735,684 | | Ellen E. Snow (7) | Cash Severance (2) | 450,000 | 450,000 | | | Non-Equity Incentive Plan Compensation (3) | — | 101,250 | | | Options | — | — | | | RSUs | — | 458,800 | | | Other Benefits (5) | 25,175 | 25,175 | | | Total | 475,175 | 1,035,225 | | Steven K. Burke, M.D. | Cash Severance (2) | 553,104 | 553,104 | | | Non-Equity Incentive Plan Compensation (3) | — | 124,448 | | | Equity (4) | | | | | Options | — | 345,523 | | | RSUs | — | 321,822 | | | Other Benefits (5) | 25,175 | 25,175 | | | Total | 578,279 | 1,370,072 | | Michel Dahan | Cash Severance (2) | 505,488 | 505,488 | | | Non-Equity Incentive Plan Compensation (3) | — | 113,735 | | | Equity (4) | | | | | Options | — | 166,000 | | | RSUs | — | 314,961 | | | Other Benefits (5) | 25,175 | 25,175 | | | Total | 530,663 | 1,125,359 | | Nicole R. Hadas | Cash Severance (2) | 447,908 | 477,908 | | | Non-Equity Incentive Plan Compensation (3) | — | 107,529 | | | Equity (4) | | | | | Options | — | 166,000 | | | RSUs | — | 190,961 | | | Other Benefits (5) | 25,175 | 25,175 | | | Total | 503,083 | 967,573 |

  46. Potential Payments Upon Termination or Change of Control

    (1)Represents amounts payable under the terms of the Executive Severance Agreements. All amounts listed in the table are in addition to any amounts earned or accrued but unpaid as of the date of termination. (2)Represents twelve months of base salary continuation. (3)Non-equity incentive plan compensation payment amount assumes no bonus amounts for 2023 have been paid to the executive as of December 31, 2023, and that all 2022 bonus amounts have been paid as of such date, in each case, as would be consistent with the Company’s historical practice. Represents an amount equal to 50% of the executive’s annual target bonus for 2023, prorated based on the number of months the executive was employed prior to his or her termination. (4)In the event of a termination by the Company without cause or by the executive for good reason (no change in control), the executive’s time-based unvested equity and equity-based awards will remain outstanding and continue to vest in accordance with their terms during the executive’s severance period, as if he or she had remained employed during that time. Given that none of the equity and equity-based awards are accelerated, no value has been assigned in the table above where there is no change of control. With respect to options, reflects the in-the-money value of the unvested portion of such named executive officer’s options. The value is calculated by multiplying the amount (if any) by which $1.24, the closing price of our Common Stock on The Nasdaq Capital Market on December 29, 2023, exceeds the exercise price of the option by the number of shares subject to the accelerated portion of the option. With respect to RSUs, the value is calculated by multiplying the number of unvested RSUs with vesting provisions based solely on time (if any) by $1.24, the closing price of our Common Stock on The Nasdaq Capital Market on December 29, 2023. (5)Represents twelve months of reimbursement of a portion of the executive’s and the executive’s dependents’ COBRA premiums to the same extent as if the executive remained employed. (6)Unvested portions of equity-based awards will accelerate upon a change of control irrespective of whether the executive’s employment terminates in connection with the change in control. (7)Ms. Snow and the Company mutually agreed that she would transition from the Company as our Senior Vice President, Chief Financial Officer and Treasurer in March 2024. Mr. Spellman is not included in the table above as his employment with the Company ended in June 2023. Pursuant to the terms of his Separation Agreement, the maximum severance payments that may be paid to Mr. Spellman in connection with his termination of employment as our Chief Financial Officer is the continuation of his base salary for 12 months, which is equal to cash payments of $529,899 in the aggregate. In addition, Mr. Spellman’s unvested equity and equity-based awards continue to vest in accordance with their terms during his severance period, as if he had remained employed during that time. If a change in control occurs during his severance period, then pursuant to the terms of his Separation Agreement, Mr. Spellman could receive up to the following amounts: (i) a cash payment of $264,950; (ii) $337,523 for the in-the-money value of his stock options; and (iii) $321,822 for the value of his RSUs.

  47. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Akebia’s compensation and benefits philosophy and the overall structure of our compensation and benefit programs encourage and reward all employees who contribute to our success. We strive to ensure that the pay of our employees reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are benchmarked and set to be market competitive. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of our employees (except for our principal executive officer), the annual total compensation of our principal executive officer, and the ratio of these two amounts. Using reasonable estimates and assumptions where necessary, and in accordance with SEC rules, in 2022 we identified our median employee by calculating the sum of annual base pay, target bonus amount, 401(k) company match contributions and the grant date fair value for equity awards granted in 2022 for all of our employees, excluding our Chief Executive Officer, Mr. Butler, who were employed by us on December 31, 2022. However, we did perform adjustments to the compensation paid to our one part-time employee to calculate what they would have been paid on a full-time basis. No cost-of-living adjustment or other adjustments were made. In 2023, because our original median employee was promoted to another position in 2023, as permitted by SEC rules, we identified another median employee for 2023 whose compensation is substantially similar to the original median employee based on the compensation measure that we used to select the original median employee in 2022. Using this median compensated employee, we calculated the total annual compensation for this employee by using the same methodology we use for our named executive officers as disclosed in the 2023 Summary Compensation Table above. The annual total compensation of our Chief Executive Officer, Mr. Butler, as reported in the 2023 Summary Compensation Table was $2,775,123 for 2023. The annual total compensation of our median compensated employee, excluding Mr. Butler, was $234,062 for 2023, resulting in a ratio of 12:1 for 2023. This ratio and annual total compensation amounts are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. Given that assumptions, estimates, methodologies, and adjustments that companies may apply to determine their pay ratio may differ, this information should not be used as a basis for comparison between different companies.

  48. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  49. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer, or PEO, and non-PEO named executive officers, or Non-PEO NEOs, and our performance for the fiscal years listed below. 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 discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review Compensation Discussion and Analysis beginning on page 39.

  50. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (a) | Summary Compensation Table Total for PEO (1) $ (b) | Compensation Actually Paid to PEO (2)(3) $ (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (4) $ (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (2)(3)(4) $ (e) | Total Shareholder Return $ (f) | Peer Group Total Shareholder Return (5) $ (g) | Net Income (Loss) (in millions) $ (h) | Net Product Revenue (6) (in millions) $ (i) | | 2023 | 2,775,123 | 4,501,506 | 1,232,633 | 1,782,947 | 19.62 | 118.87 | (50.4) | 170.3 | | 2022 | 3,072,539 | 707,639 | 1,372,956 | 623,367 | 9.13 | 113.65 | (94.2) | 177.1 | | 2021 | 3,133,316 | 2,424,435 | 1,402,223 | 1,167,442 | 35.76 | 126.45 | (282.0) | 142.2 | | 2020 | 5,930,437 | 1,990,802 | 1,904,276 | 759,991 | 44.30 | 126.42 | (384.8) | 128.9 |

  51. Pay Versus Performance

    (1)The PEO for all four fiscal years is our Chief Executive Officer, John P. Butler. (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers during the applicable years. These amounts reflect the Summary Compensation Table Total with certain adjustments made in accordance with Item 402(v), as summarized in the following table:

  52. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $2,775,123 | $1,232,633 | $3,072,539 | 1,372,956 | 3,133,316 | 1,402,223 | 5,930,437 | 1,904,276 | | Adjustments for Pension | | | | | | | | | | Adjustment Summary Compensation Table Pension | $— | $— | $— | $— | $— | $— | $— | $— | | Amount added for current year service cost | $— | $— | $— | $— | $— | $— | $— | $— | | Amount added for prior service cost impacting current year | $— | $— | $— | $— | $— | $— | $— | $— | | Total Adjustments for Pension | $— | $— | $— | $— | $— | $— | $— | $— | | Adjustments for Equity Awards | | | | | | | | |

  53. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | (Subtract): Aggregate value for stock awards and option awards included in the Summary Compensation Table for the covered fiscal year | $(964,987) | $(458,963) | $(1,749,327) | $(585,304) | $(1,772,676) | $(600,887) | $(4,733,631) | $(1,333,375) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $2,019,961 | $654,307 | $444,435 | $216,457 | $1,126,591 | $395,336 | $1,356,960 | $308,023 | | (Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $491,497 | $113,219 | $(811,280) | $(279,696) | $(282,800) | $(87,551) | $(992,965) | $(279,243) | | Vesting date fair value of awards granted and vested during the covered fiscal year | $— | $— | $— | $— | $— | $— | $— | $— | | Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $179,912 | $241,751 | $(248,729) | $(101,046) | $220,005 | $58,321 | $430,001 | $174,509 | | (Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $— | $— | $— | $— | $— | $— | $— | $(14,199) | | Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year | $— | $— | $— | $— | $— | $— | $— | $— | | Total Adjustments for Equity Awards | $1,726,383 | $550,313 | $(2,364,900) | $(749,588) | $(708,881) | $(234,781) | $(3,939,635) | $(1,144,284) | | Compensation Actually Paid (as calculated) | $4,501,506 | $1,782,947 | $707,639 | $623,367 | $2,424,435 | $1,167,442 | $1,990,802 | $759,991 |

  54. Pay Versus Performance

    Compensation Actually Paid for 2020, 2021 and 2022 as reflected in our proxy statement for the 2023 annual meeting of stockholders has been adjusted to incorporate updated valuation assumptions and an updated RSU vesting date for one NEO. (3)The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: -Expected life of each stock option is based on the "simplified method" using an average of the remaining vest and remaining term, as of the vest/fiscal year end date. -Exercise price is based on each grant date closing price and asset price is based on each vest/fiscal year end closing price. -Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/fiscal year end date. -Historical volatility is based on daily price history for each expected life (years) prior to each vest/fiscal year end date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. The following table illustrates the valuation assumptions as of the vesting date for awards that vested in each of 2023, 2022, 2021 and 2020.

  55. Pay Versus Performance

    | | | For Stock Options Vesting in | | | | | Weighted Average Fair Value of Full Value Awards Vesting in | | | | | 2023 | 2022 | 2021 | 2020 | | 2023 | 2022 | 2021 | 2020 | | Expected volatility | 116% - 133% | 96% - 129% | 95% - 103% | 65% - 95% | For Restricted Share and Restricted Stock Units | $0.97 | $2.16 | $3.45 | $9.36 | | Expected dividend yield | 0% | 0% | 0% | 0% | For Performance Share Awards | $1.39 | $2.16 | $3.39 | n/a | | Expected term, in years | 3.1 – 4.5 | 3.2 - 4.5 | 3.7 - 4.5 | 4.2 - 4.5 | | | | | | | Risk-free interest rate | 3.5% - 4.8% | 1.0% - 4.3% | .4% - .9% | .3% - .9% | | | | | |

  56. Pay Versus Performance

    (4)Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: 2023: David A. Spellman, Steven K. Burke, M.D., Michel Dahan, Nicole Hadas, Ellen Snow 2022: David A. Spellman, Steven K. Burke, M.D., Michel Dahan, Nicole R. Hadas 2021: David A. Spellman, Steven K. Burke, M.D., Michel Dahan, Dell Faulkingham 2020: Jason A. Amello, David A. Spellman, Michel Dahan, Steven K. Burke, M.D., Dell Faulkingham (5)The Peer Group Total Shareholder Return set forth in this table utilizes the Nasdaq Biotechnology Index. (6)We determined net product revenue to be the most important financial performance measure used to link our performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  57. Relationships Between Compensation Actually Paid to our NEOs and Performance Measures

    Relationships Between Compensation Actually Paid to our NEOs and Performance Measures The following charts show the relationships over the past three years of the Compensation Actually Paid, or CAP, amounts for our PEO and Non-PEO NEOs as compared to our cumulative total shareholder return, or TSR, peer group TSR, Net Income (Loss) and Net Product Revenue, as well as the relationship between our TSR and our peer group TSR: