DEF 14A of Sera Prognostics, Inc., Apr 23, 2024

DEF 14A of Sera Prognostics, Inc.

Filed Apr 23, 2024 · FY20230001534969-24-000077

Open on EDGAR

  1. TABLE OF CONTENTS

    | Pension Benefits | 41 | | Nonqualified Deferred Compensation | 41 | | Compensation Committee Interlocks and Insider Participation | 41 | | Prohibition on Hedging and Pledging | 42 | | Conclusion | 42 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 43 | | CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS | 46 | | Policies and Procedures for Related Party Transactions | 46 | | Agreements with Stockholders | 46 | | Elevance Health Commercialization Agreement | 46 | | Elevance Health Laboratory Services Agreement | 46 | | Baker Bros. Side Letter | 46 | | Vivo Management Rights Letter | 47 | | Investors’ Rights Agreement | 47 | | Indemnification Agreements | 48 | | Other Transactions | 48 | | OTHER MATTERS | 49 | | 2023 Annual Report and SEC Filings | 49 | | Incorporation by Reference | 49 | | Stockholder Proposals and Nominations for Director | 49 | | Other Matters | 49 |

  2. Nominees for Director

    Nominees for Director Gregory C. Critchfield, M.D., M.S. is currently serving as CEO of EarlyDiagnostics, Inc. He has served as a member of our board of directors since 2010. Dr. Critchfield also served as our Chairman, President and Chief Executive Officer from November 2011 through June 2023. Dr. Critchfield brings decades of experience in the diagnostics industry, including a proven track record of successfully launching diagnostics products and significantly growing revenues for leading diagnostics companies. Previously, Dr. Critchfield was President of Myriad Genetic Laboratories, a wholly-owned subsidiary of Myriad Genetics, Inc., a molecular diagnostics company, from 1998-2010. Under his leadership, Myriad launched seven novel molecular diagnostic products across a variety of technology platforms and increased annual revenues from $2.2 million to $326.5 million. Prior to Dr. Critchfield’s role at Myriad, he served as Senior Vice President, Chief Medical and Science Officer of Quest Diagnostics (formerly Corning Clinical Laboratories). Prior to Quest Diagnostics, Dr. Critchfield was the Director of Clinical Pathology at Intermountain Health Care. Dr. Critchfield has served on the boards of Saladax Biomedical Inc., BioTrove Inc., Biocius Life Sciences, Inc., Integrated Diagnostics, Inc., Nodality, Inc., Metamark Genetics, Inc., Lantos Technologies, Condor Therapeutics, Inc., and Epic Sciences, Inc. He also served as both a reviewer and an NIH Study Section Chair for biomedical computing grants over a period of time encompassing fifteen years. He holds a B.S. in Microbiology from Brigham Young University, an M.S. in Biophysical Sciences from the University of Minnesota and an M.D. from the University of Utah College of Medicine. We believe that Dr. Critchfield’s depth of experience in the diagnostics industry provides him with the qualifications and skills to serve on our board of directors. Zhenya Lindgardt has served as a member of our board of directors since November 2021, as our interim President and Chief Executive Officer from June 2023 to November 2023, and as our President and Chief Executive Officer since November 2023. Ms. Lindgardt has served as Chief Executive Officer of The Commons Project Foundation, a non-profit public trust established with support from the Rockefeller Foundation, since October 2021. From August 2020 to October 2021, Ms. Lindgardt served as a Managing Director of her Family office. From April 2019 to August 2020, Ms. Lindgardt served as Vice President of Platform and Customer Engagement of the Executive Team at Uber Technologies Inc., a publicly traded transportation network company. Prior to this role, from October 2000 to April 2019, Ms. Lindgardt served as Senior Partner and Managing Director at The Boston Consulting Group, a global consulting company. Ms. Lindgardt also served on the board of directors of City Harvest, a New York City hunger charity from June 2017 to June 2020. Ms. Lindgardt received her B.S. degree in business administration from the University of Southern California and her MBA from Harvard University. We believe Ms. Lindgardt is qualified to serve as a member of our Board based on her perspective and experience as our President and Chief Executive Officer, her deep understanding of both healthcare and consumer technologies, and vast experience holding senior leadership positions at large, global technology and consulting companies, including Uber Technologies Inc. and the The Boston Consulting Group. Joshua Phillips has served as a member of our board of directors since January 2011. Since 2008, Mr. Phillips has been a Managing Partner of Catalyst Health Ventures (CHV), a venture capital fund investing in medical technology and life science companies. Mr. Phillips led Catalyst’s investments in Novazyme Pharmaceuticals, Inc. (acquired by Genzyme Corp.), BioTrove, Inc. (acquired by Life Technologies Corp.), Biocius Life Sciences, Inc. (acquired by Agilent Technologies, Inc.), Vortex Medical, Inc. (acquired by AngioDynamics), Allegro Diagnostics, Inc. (acquired by Veracyte, Inc.), SevenOaksBiosciences (acquired by Medline Industries, Inc.), Pavilion Medical Innovations and Cruzar Medsystems, in addition to our company. Mr. Phillips is a director at several privately held companies, including Conformal Medical, Inc., Brixton Biosciences, Inc., Saphena Medical, Inc., Epitel, Inc., and Cruzar Medsystems, Inc. Mr. Phillips holds an M.B.A. from the Harvard Business School and a B.E. in Electrical Engineering and Mathematics from Vanderbilt University. We believe that Mr. Phillips’ qualifications to serve on our board include his extensive experience in the life science, diagnostics and medical device markets, his extensive experience serving on boards as Chairman, Lead Director, Audit & Compensation Committee Chair and Member and his knowledge of our business through service on our board since January 2011.

  3. Continuing Directors

    Continuing Directors

  4. Class I Directors continuing in Office until the 2025 Annual Meeting of Stockholders

    Class I Directors continuing in Office until the 2025 Annual Meeting of Stockholders Jane F. Barlow, M.D. has served as a member of our board of directors since April 2022. Dr. Barlow is Chief Executive Officer of Jane Barlow & Associates, LLC, a consulting firm focused on value-based health care services, since January 2017, and Executive Vice President and Chief Clinical Officer at Real Endpoints, a market access advisory firm, since January 2017. Dr. Barlow is Senior Advisor to the Tufts Center for Biomedical System Design working on multiple projects to generate solutions to promote sustainable patient access to innovative therapies. She currently serves on the board of directors of Viracta Therapeutics, Inc., a publicly traded precision oncology company. Dr. Barlow also serves on the advisory board of Refactor Health, and the Biotech Advisory Board of Pictet Asset Management, an asset management firm. Prior to her current roles, Dr. Barlow was Associate Chief Medical Officer at CVS Health and Chief Medical Officer of CVS Health’s Government Services arm where she successfully implemented industry-leading clinical strategies supporting drug purchasing, distribution, and utilization management. Formerly, she served as Vice President of Clinical Innovation at Medco Health Solutions, leading the adoption of cutting-edge therapeutic programs through all aspects of pharmacy. Dr. Barlow previously served on the board of directors of Momenta Pharmaceuticals, Inc., (prior to and during its sale to Johnson and Johnson), ContraFect Corporation, Therapeutics MD Inc., and SilverScript Insurance Company. Dr. Barlow received her medical degree from Creighton University School of Medicine and subsequently completed her residency in occupational and environmental medicine at The Johns Hopkins University, where she also earned her M.P.H. Additionally, she holds an M.B.A. from the University of Alabama. She is board- certified in occupational medicine and a fellow of the American College of Occupational and Environmental Medicine and the American College of Preventive Medicine. She is a diplomat of the American College of Physician Executives and a member of the American Medical Association. We believe that Dr. Barlow is qualified to serve as a member of our Board because of her extensive experience in steering pharmaceutical and diagnostics market access, extensive experience in health care services, academic background and service on corporate and charitable boards. Mansoor Raza Mirza, M.D. has served as a member of our board of directors since December 2014. Dr. Mirza is Chief Oncologist at the Department of Oncology, Rigshopitalet — the Copenhagen University Hospital, Denmark and Medical Director of the Nordic Society of Gynaecological Oncology (“NSGO”). Dr. Mirza is Chairman of the European Network of Gynaecological Oncological Trial groups (“ENGOT”). Dr. Mirza is both a medical and radiation oncologist, with a primary focus in non-surgical treatment of gynecologic cancers. His key academic goals are to promote clinical research, international trial collaboration and education, and he has broad experience in clinical protocol development, trial conduct and clinical trial regulations. Dr. Mirza is the author of several phase 1, 2 and 3 studies. Several of those studies led to FDA and European Medicines Agency registrations. He serves on several Independent Data Safety Monitoring Committees of international studies. He is an invited speaker at several international conferences, such as “Meet the Professor” at American Society of Clinical Oncology and “Presidential Symposium” at European Society for Medical Oncology. He is the author of global consensus guidelines for the management of ovarian cancer and of European guidelines for the management of several gynecological malignancies. His other current appointments include service as Vice-President ESGO (European Society of Gynaecological Oncology) 2020-2024, Executive Director of GCIG (Gynecologic Cancer InterGroup), Vice-Chairman of the Danish Gynecological Cancer Society, faculty member of the European Society of Medical Oncology and of ESGO. He is a jury member of the Prix Galien Foundation. He also serves on the board of directors of Karyopharm Therapeutics Inc., a public pharmaceutical company and has served as a clinical consultant to Karyopharm Therapeutics Inc. since 2010. He has multiple publications in high-impact journals, including several publications in the New England Journal of Medicine and the Lancet. He holds an M.D., Diploma in Surgery and Diploma in Clinical Oncology from the Pirogov Moscow State Medical Institute as well as post-graduate education and certification in radiation and medical oncology from the University of Southern Denmark. We believe Dr. Mirza’s qualifications to serve on our board include his expertise in gynecologic cancers, and his knowledge of our company and its business through service on our board since December 2014. Marcus Wilson, Pharm.D., has served as a member of our board of directors since March 2021. He has served as the Chief Analytics Officer (“CAO”), at Elevance Health since November 2020. Previously, from October 2003 to November 2020, Dr. Wilson was President of Carelon Research, a subsidiary of Elevance Health. In his role as CAO at Elevance Health, Dr. Wilson has accountability for efforts to derive critical clinical and business insight from Elevance Health’s healthcare ecosystem to drive decisions for a broad range of healthcare stakeholders to improve healthcare quality, safety, access, and affordability. He is charged with defining and implementing Elevance Health’s enterprise analytics strategy. Efforts include setting analytic priorities, building new analytic capabilities, and driving value creation through the coordination of business and technical resources. He also has administrative oversight accountability for Carelon Research, Elevance Health’s subsidiary that collaborates with various external stakeholders within the FDA, NIH, and life sciences industry, among others. Dr. Wilson currently has approximately 950 employees under management. Additionally, Dr. Wilson founded, managed and grew a healthcare research organization for twenty-four years, seven years as an independent company and seventeen years as a subsidiary post-acquisition by WellPoint Health Network Inc. (now Elevance Health, Inc.). Prior to co-founding HealthCore in 1996, Dr. Wilson spent seven years on faculty at the Philadelphia College of Pharmacy and established and managed a clinical practice within an integrated delivery system owned by Blue Cross Blue Shield of Delaware where he oversaw the physician and patient clinical decision support, pharmacy policy, and clinical trials programs. He holds a PharmD from the Medical College of Virginia, a B.S. in Biochemistry from Virginia Tech and attended the Medical University of South Carolina for his residency in Family Medicine. We believe that Dr. Wilson’s background and experience within the healthcare industry, including acting as President of Carelon Research, qualifies him to serve on our board.

  5. Class II Directors continuing in Office until the 2026 Annual Meeting of Stockholders

    Class II Directors continuing in Office until the 2026 Annual Meeting of Stockholders Kim Kamdar, Ph.D. has served as a member of our board of directors since November 2011, and as Board Chair since May 2023. Dr. Kamdar is currently a Partner at Domain Associates, LLC, a venture capital firm, where she has worked since 2005. Prior to Domain, Dr. Kamdar was a Kauffman Fellow with MPM Capital, as well as a research director at Novartis International AG. Dr. Kamdar is currently Chair of the Board of Directors of Seraphina Therapeutics and Truvian Sciences, Inc. and serves on the board of directors of EvoFem Biosciences, Inc., and Singular Genomics Systems. Dr. Kamdar currently serves on the board of several private companies including: Alume Biosciences and Pleno, Inc. Dr. Kamdar serves as an advisory board member of Dr. Eric Topol’s NIH supported Clinical and Translational Science Award for Scripps Medicine. Dr. Kamdar received her B.A. from Northwestern University and her Ph.D. in biochemistry and genetics from Emory University. We believe Dr. Kamdar is qualified to serve on our Board of Directors based on her extensive experience working and serving on the boards of directors of life sciences companies and her experience working in the venture capital industry and her knowledge of our business through service on our board since November 2011. Sandra A.J. Lawrence has served as a member of our board of directors since November 2021. Ms. Lawrence has served as trustee of the Delaware Funds by Macquarie, as a director of its New York and Australian Stock Exchange-Listed close-end funds; and on its Investments, Audit, and Governance Committees. She served as a trustee of its legacy, Ivy and Waddell and Reed Mutual Funds Complex Trust. Ms. Lawrence was the Executive Vice President and Chief Financial Officer of Children’s Mercy Hospital, a comprehensive pediatric medical center, from 2005 to 2016, and the Executive Vice President and Chief Administrative Officer from 2016 to February 2019. She was Senior Vice President and Treasurer of Midwest Research Institute, an independent, non-profit, contract research organization. Ms. Lawrence spent twenty-six years in professional or management positions in the architecture, real estate, investment banking, financial services, packaging, and medical research industries. Ms. Lawrence serves on the board of directors of Evergy, Inc., a publicly-traded company that serves 1.6 million customers in Kansas and Missouri; as chair of the Compensation and Leadership Development Committee; and as a member and past-chair of the Nominating, Governance, and Corporate Responsibility Committee. She served on the board of its legacy, Westar Energy. She serves on the board of Brixmor Property Group, a publicly-traded, real estate investment trust and leading owner/operator of high-quality, open-air, shopping centers; and as chair of its Audit Committee. Ms. Lawrence is on the national board of the National Association of Corporate Directors (NACD), has been the chair of the board of directors of the NACD Heartland Chapter, was named one of its Directorship 100, and is an NACD board leadership fellow. She serves on the boards of directors of various charitable, non-profit, and civic organizations, including the Hall (Hallmark) Family Foundation and the Nelson-Atkins Museum of Art. Ms. Lawrence is a graduate of Vassar College, where she received her Bachelor of Arts in psychology. She also received a Master of Architecture from the Massachusetts Institute of Technology and a Master in Business Administration from Harvard Business School. We believe Ms. Lawrence is qualified to serve as a member of our Board because of her work experience, financial background, academic background, and service on corporate and charitable boards, particularly her combined experience as the Chief Financial Officer and then the Chief Administrative Officer of a comprehensive pediatric medical center for a period spanning more than a decade. Ryan Trimble has served as a member of our board of directors since March 2011. He brings over 30 years of experience in the healthcare services industry. He is a former senior executive with FHP International, Wellpoint Health Networks, P5 eHealth Systems, and SCAN Health Plan. He previously served as Chair of the Board of SCAN Health Plan and as a member of The Scan Foundation Board. Dr. Trimble has a B.S. in Microbiology from Brigham Young University, a D.D.S. from Loyola University in Chicago, and an M.B.A. from the University of Utah. We believe Dr. Trimble’s qualifications to serve on our board include his leadership experience with public companies and other board member experience, and his knowledge of our business through service on our board since March 2011.

  6. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and governance committee uses a variety of methods, including engaging the services of outside consultants and search firms, to identify and evaluate director nominees. In its evaluation of director candidates, our nominating and governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Some of the qualifications that our corporate governance and nominating committee considers include such factors as character, integrity, judgment, diversity (including, without limitation, diversity in terms of gender, race, ethnicity and experience), age, independence, skills, education, expertise, business acumen, corporate experience, length of service, understanding of our business and other commitments, among other things. Nominees must also have the highest personal and professional ethics and integrity and skills that are complementary to those of the existing directors. Director candidates must have the ability to assist and support management and make significant contributions to our success based on proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment. Nominees must also have an understanding of the fiduciary responsibilities that are required of a member of our board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board of directors and applicable committee meetings. Our nominating and governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. The nominating and governance committee considers the suitability of each director candidate, including current directors, in light of the current size and composition of our board. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that our board of directors should be a diverse body, and our nominating and governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and governance committee may take into account the benefits of diverse viewpoints. Our nominating and governance committee also considers these and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full board of directors the director nominees for selection.

  7. Non-Employee Director Compensation

    Non-Employee Director Compensation Directors who are also our employees receive no additional compensation for their service as a director. Compensation for Ms. Lindgardt, who is our Chief Executive Officer, and Dr. Critchfield, who is our former Chief Executive Officer, is discussed under the caption “Executive Compensation.” 2023 Director Compensation The following table provides information concerning compensation earned by our non-employee directors during the fiscal year ended December 31, 2023. Ms. Lindgardt was a non-employee director through June 8, 2023, when she began serving as our interim Chief Executive Officer. Dr. Critchfield served as our President and Chief Executive Officer for part of 2023.

  8. Non-Employee Director Compensation

    | Name | | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Jane F. Barlow, M.D. | | 39,000 | 120,000 | 159,000 | | Sandra A.J. Lawrence | | 42,500 | 120,000 | 162,500 | | Kim Kamdar, Ph.D. | | 72,582 | 120,000 | 192,582 | | Mansoor Raza Mirza, M.D. | | 39,000 | 120,000 | 159,000 | | Joshua Phillips | | 55,000 | 120,000 | 175,000 | | Ryan Trimble | | 42,500 | 120,000 | 162,500 | | Marcus Wilson, Pharm.D.(2) | | — | — | — | | (1) | Represents the aggregate grant date fair value of option awards granted to each director in 2023. These amounts have been computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For the assumptions relating to valuations of equity awards made to our directors and named executive officers, see Note 10 to our audited financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 20, 2024. | | | | | (2) | Dr. Wilson has waived his right to receive any compensation under the director compensation policy described below in the section titled “Board of Directors and Corporate Governance — Director Compensation Program.” | | | |

  9. Non-Employee Director Compensation

    The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2023:

  10. Non-Employee Director Compensation

    | Name | | Grant Date | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price Per Share ($) | Option Expiration Date | | Jane F. Barlow, M.D. | | 4/11/2022 | 140,823(1) | 2.83 | 4/11/2032 | | | | 6/08/2023 | 63,265(2) | 3.00 | 6/08/2033 | | Sandra A.J. Lawrence | | 11/29/2021 | 40,332(1) | 10.41 | 11/29/2031 | | | | 6/03/2022 | 149,675(2) | 1.35 | 6/03/2032 | | | | 6/08/2023 | 63,265(2) | 3.00 | 6/08/2033 | | Kim Kamdar, Ph.D. | | 6/03/2022 | 149,675(2) | 1.35 | 6/03/2032 | | | | 6/08/2023 | 63,265(2) | 3.00 | 6/08/2033 | | Mansoor Raza Mirza, M.D. | | 2/25/2015 | 37,549(3) | 0.91 | 2/25/2025 | | | | 6/03/2022 | 149,675(2) | 1.35 | 6/03/2032 | | | | 6/08/2023 | 63,265(2) | 3.00 | 6/08/2033 | | Joshua Phillips | | 6/03/2022 | 149,675(2) | 1.35 | 6/03/2032 | | | | 6/08/2023 | 63,265(2) | 3.00 | 6/08/2033 | | Ryan Trimble | | 6/03/2022 | 149,675(2) | 1.35 | 6/03/2032 | | | | 6/08/2023 | 63,265(2) | 3.00 | 6/08/2033 | | Marcus Wilson, Pharm.D.(4) | | — | — | — | — | | (1) | These stock options vest over three years as follows: 1/36 of the original grant amount vests in monthly installments for three years following the grant date. | | | | | | (2) | These stock options vest over one year as follows: 1/12 of the original grant amount vests in monthly installments for one year following the grant date. | | | | | | (3) | These stock options vest over four years as follows: 1/48 of the original grant amount vests in monthly installments for four years following the grant date. | | | | | | (4) | Dr. Wilson has waived his right to receive any compensation under the director compensation policy described below in the section titled “Board of Directors and Corporate Governance — Director Compensation Program.” | | | | |

  11. Non-Employee Director Compensation

    Director Compensation Program The compensation policy for our non-employee directors was developed with input from our compensation committee’s independent compensation consultant, Compensia, Inc. (“Compensia”), regarding practices and compensation levels at comparable companies. It is designed to attract, retain, and reward non-employee directors. Each non-employee director is eligible to receive the following annual cash retainer, which is paid quarterly in arrears on a prorated basis. Each non-employee director who serves as a committee Chair receives only the additional annual cash fee as the Chair of the committee, and not the additional annual fee as a member of the committee. Dr. Wilson has waived his right to receive cash compensation under this policy.

  12. Non-Employee Director Compensation

    | Position | Annual Retainer | | Non-Employee Board Member | $35,000 | | Non-Employee Chair of the Board | 35,000 | | Lead Independent Director | 15,000 | | Audit Committee Chair | 15,000 | | Audit Committee Member | 7,500 | | Compensation Committee Chair | 10,000 | | Compensation Committee Member | 5,000 | | Nominating and Corporate Governance Committee Chair | 8,000 | | Nominating and Corporate Governance Committee Member | 4,000 |

  13. Non-Employee Director Compensation

    In addition, each non-employee director who is initially elected or appointed to the board of directors after the non-employee director compensation policy became effective shall receive, effective on the date of such initial election or appointment, the lesser of (a) an equity award with a grant date fair value of $240,000 (for options, based on the Black-Scholes valuation method and rounded down to the nearest whole share), with approximately equal value coming from stock options and from restricted stock units (“RSUs”) unless the board of directors determines otherwise, or (b) an equity award of 100,000 option equivalents (the “Initial Award”). No non-employee director shall be granted more than one initial award. Each Initial Award will vest and become exercisable in 36 substantially equal monthly installments following the date of grant, such that the Initial Award will be fully vested on the third anniversary of the grant date, subject to the non-employee director continuing in service as a non-employee director through each such vesting date. A non-employee director who (i) has been serving as a non-employee director for at least six months as of the date of any annual meeting of our stockholders and (ii) will continue to serve as a non-employee directors immediately following such meeting, shall receive, effective on the date of such meeting, the lesser of (a) an equity award with a grant date fair value of $120,000 (for options, based on the Black-Scholes valuation method and rounded down to the nearest whole share), with approximately equal value coming from stock options and from RSUs unless the board of directors determines otherwise, or (b) an equity award of 50,000 option equivalents (a “Subsequent Award”). A non-employee director elected for the first time to the board of directors at an annual meeting of our stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Subsequent Award on the date of such meeting as well. Each Subsequent Award will vest and become exercisable in 12 substantially equal monthly installments following the date of grant, such that the Subsequent Award will be fully vested on the first anniversary of the grant date, subject to the non-employee director continuing in service as a non-employee director through each such vesting date. Each Initial Award and Subsequent Award will be granted under our 2021 Equity Incentive Plan (or its successor plan, as applicable) and will be subject to award agreements under such plan. The stock option awards will have a maximum term to expiration of ten years from their grant date and a per share exercise price equal to 100% of the fair market value of a share of our Class A common stock at the close of the market on the award’s grant date.

  14. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The board of directors has voted to nominate Gregory C. Critchfield, M.D., M.S., Zhenya Lindgardt, and Joshua Phillips for election at the annual meeting for a term of three years to serve until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. The terms of the Class I directors (Jane F. Barlow, M.D., Mansoor Raza Mirza, M.D., and Marcus Wilson, Pharm.D.) and Class II directors (Kim Kamdar, Ph.D., Sandra A.J. Lawrence, and Ryan Trimble) will continue until the annual meetings of stockholders to be held in 2025 and 2026, respectively, and each director will hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation, or removal. Unless authority to vote for any of these nominees is withheld, the shares represented by proxy will be voted FOR the election of Gregory C. Critchfield, M.D., M.S., Zhenya Lindgardt, and Joshua Phillips as directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by proxy will be voted for the election of such other person as the board of directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. The three nominees who receive the most votes (also known as a “plurality” of votes cast) “FOR” such nominee at the annual meeting will be elected as a director. THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF GREGORY C. CRITCHFIELD, M.D., M.S., ZHENYA LINDGARDT, AND JOSHUA PHILLIPS AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

  15. Summary Compensation Table

    Summary Compensation Table Our named executive officers for the fiscal year ended December 31, 2023, which consist of (1) our principal executive officer during the fiscal year ended December 31, 2023, (2) the next two most highly compensated executive officers who earned more than $100,000 during the fiscal year ended December 31, 2023 and were serving as executive officers as of such date, and (3) any individual who would otherwise be included in (2) above but for the fact that such individual was not serving as an executive officer of ours as of December 31, 2023, are: Zhenya Lindgardt, Gregory C. Critchfield, M.D.,M.S., Austin Aerts, and John J. Boniface, Ph.D. The following table provides information regarding the compensation of our named executive officers paid or accrued during the years ended December 31, 2023 and 2022. These executive officers are referred to as our “named executive officers” in this proxy statement.

  16. Summary Compensation Table

    | Name and Principal Position | | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Zhenya Lindgardt | | 2023 | 302,954 | 1,813,500 | — | 57,191 | 22,638 | 2,196,283 | | President and Chief Executive Officer | | 2022 | — | — | 120,000 | — | 37,500 | 157,500 | | Gregory C. Critchfield, M.D., M.S. | | 2023 | 313,023 | 231,384 | 243,017 | 131,400 | 594,025 | 1,512,849 | | Former Chairman, President, and Chief Executive Officer | | 2022 | 584,000 | — | 989,624 | 206,736 | — | 1,780,360 | | Austin Aerts | | 2023 | 307,627 | 645,178 | 23,195 | 46,798 | 13,200 | 1,035,998 | | Chief Financial Officer | | 2022 | 230,150 | — | 91,089 | 57,500 | 10,709 | 389,448 | | John J. Boniface, Ph.D. | | 2023 | 398,490 | 316,480 | 88,160 | 55,633 | 13,200 | 871,963 | | Chief Scientific Officer | | 2022 | 406,100 | — | 280,787 | 127,159 | 12,200 | 826,246 | | (1) | Represents the aggregate grant date fair value of RSU awards granted in the applicable fiscal year. Grant date fair value is calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718 (“ASC 718”) issued by the Financial Accounting Standards Board (“FASB”). For the assumptions relating to valuations of RSU awards made to our named executive officers, see Note 2 to our audited financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 20, 2024. | | | | | | | | | (2) | Represents the aggregate grant date fair value of option awards granted in the applicable fiscal year. Grant date fair value is calculated in accordance with ASC 718 issued by the FASB. For the assumptions relating to valuations of equity awards made to our named executive officers, see Note 10 to our audited financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 20, 2024. | | | | | | | | | (3) | Consists of bonus payments received under our non-equity incentive compensation plans based upon satisfaction of performance goals. See “Executive Compensation — Non-Equity Incentive Compensation Plan.” | | | | | | | | | (4) | For Ms. Lindgardt, other compensation in 2023 consists of $17,473 of fees paid for her service as a non-employee member of our board of directors prior to her appointment as President and Chief Executive Officer on June 8, 2023 and $5,165 of matching contributions made under our 401(k) plan. In 2022, Ms. Lindgardt’s other compensation consists of fees paid for her service as a non-employee member of our board of directors. For Dr. Critchfield, other compensation in 2023 consists of $584,000 of severance pay in accordance with his Retirement and Transition Agreement and $10,025 of continued health insurance coverage. For Mr. Aerts and Dr. Boniface, other compensation consists of matching contributions made under our 401(k) plan. | | | | | | | |

  17. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

  18. Outstanding Equity Awards at December 31, 2023

    | | | | Option Awards | | | | Stock Awards | | | Name | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of units of stock that have not vested (#) | Market value units of stock that have not vested ($)(1) | | Zhenya Lindgardt | | 11/8/2021 | 26,615 | 11,710(2) | 10.92 | 11/8/2031 | — | — | | | | 6/3/2022 | 149,675 | — | 1.35 | 6/3/2032 | — | — | | | | 11/6/2023 | — | — | — | — | 175,000(3) | 1,046,500 | | | | 11/6/2023 | — | — | — | — | 800,000(4) | 4,784,000 | | Gregory C. Critchfield, M.D., M.S. | | 5/18/2017 | 300,609 | — | 1.98 | 5/18/2027 | — | — | | | | 2/27/2020 | 375,648 | — | 1.77 | 2/27/2030 | — | — | | | | 3/8/2021 | 55,310 | — | 5.32 | 3/8/2031 | — | — | | | | 3/23/2022 | 78,691 | — | 3.75 | 3/23/2032 | — | — | | | | 3/7/2023 | 6,144 | — | 3.80 | 3/7/2033 | — | — | | Austin Aerts | | 8/24/2017 | 4,810 | — | 1.98 | 8/24/2027 | — | — | | | | 2/28/2019 | 4,810 | — | 2.16 | 2/28/2029 | — | — | | | | 2/27/2020 | 23,324 | 1,014(5) | 1.77 | 2/27/2030 | — | — | | | | 8/20/2020 | 2,055 | 350(6) | 1.77 | 8/20/2030 | — | — | | | | 3/8/2021 | 59,524 | 27,056(5) | 5.32 | 3/8/2031 | — | — | | | | 8/26/2021 | 2,917 | 2,083(5) | 9.95 | 8/26/2031 | — | — | | | | 3/23/2022 | 17,500 | 22,500(5) | 3.75 | 3/23/2032 | — | — | | | | 3/6/2023 | 1,723 | 7,467(5) | 3.80 | 3/6/2033 | — | — | | | | 3/6/2023 | — | — | — | — | 5,810(7) | 34,744 | | | | 11/6/2023 | — | — | — | — | 125,000(3) | 747,500 | | | | 11/6/2023 | — | — | — | — | 210,000(4) | 1,255,800 | | John J. Boniface, Ph.D. | | 12/29/2014 | 73,383 | — | 0.91 | 12/28/2024 | — | — | | | | 5/18/2017 | 112,945 | — | 1.98 | 5/28/2027 | — | — | | | | 6/26/2017 | 22,042 | — | 1.98 | 6/26/2027 | — | — | | | | 2/27/2020 | 147,646 | 6,418(5) | 1.77 | 2/27/2030 | — | — | | | | 3/8/2021 | 53,512 | 24,324(5) | 5.32 | 3/8/2031 | — | — | | | | 3/23/2022 | 36,512 | 85,193(8) | 3.75 | 3/23/2032 | — | — | | | | 3/6/2023 | 6,544 | 28,356(5) | 3.80 | 3/6/2033 | — | — | | | | 3/6/2023 | — | — | — | — | 22,100(7) | 132,158 | | | | 11/6/2023 | — | — | — | — | 125,000(3) | 747,500 | | (1) | The amounts in this column are based on the close price of our Class A common stock on the Nasdaq Global Market on December 29, 2023, which was $5.98. | | | | | | | | | (2) | These stock options vest over three years as follows: 1/36 of the original grant amount vests in monthly installments for three years following the grant date, subject to continued service to the Company. | | | | | | | | | (3) | These RSUs vest over two years as follows: 1/8 of the original grant amount vests in quarterly installments for two years following the grant date, subject to continued service to the Company. | | | | | | | | | (4) | Originally, these RSUs vested over four years as follows: 1/16 of the original grant amount vests in quarterly installments for four years following the grant date, subject to continued service to the Company. On March 15, 2024, the board of directors approved the acceleration of 100,000 of Ms. Lindgardt’s RSUs subject to this grant and 26,250 of Mr. Aerts’s RSUs subject to this grant to better align the vesting of the RSUs with the commencement of services in their current roles. Ms. Lindgardt’s remaining unvested RSUs under this grant will vest in 13 quarterly installments beginning on June 8, 2024. Mr. Aerts’s remaining unvested RSUs under this grant will vest in 13 quarterly installments beginning on June 7, 2024. | | | | | | | | | (5) | These stock options vest over four years as follows: 1/48 of the original grant amount vests in monthly installments for four years following the grant date, subject to continued service to the Company. | | | | | | | | | (6) | These stock options vest over four years as follows: 1/48 of the original grant amount vests in monthly installments for four years following the vesting commencement date, which is July 1, 2020, subject to continued service to the Company. | | | | | | | | | (7) | These RSUs vest over four years as follows: 1/4 of the original grant amount vests in annual installments for four years following the grant date, subject to continued service to the Company. | | | | | | | | | (8) | These stock option vest over four years as follows: 15% of the original grant amount vests in equal monthly installments over the first year following the grant date, 20% of the original grant amount vests in equal monthly installments over the second year following the grant date, 25% of the original grant amount vests in equal monthly installments over the third year following the grant date, and 40% of the original amount vests in equal monthly installments over the fourth year following the grant date. | | | | | | | |

  19. Pension Benefits

    Pension Benefits We do not have any qualified or non-qualified defined pension benefit plans.

  20. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plans.