DEF 14A of Verastem, Inc., Apr 12, 2024

DEF 14A of Verastem, Inc.

Filed Apr 12, 2024 · FY20230001558370-24-005017

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | 2) | To approve the Company’s Amended and Restated 2021 Equity Incentive Plan; |

  2. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS In accordance with the Company’s Certification of Incorporation and bylaws, the Board of Directors is divided into three classes of approximately equal size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. Paul Bunn, Anil Kapur, Daniel Paterson and Michelle Robertson are the Class III directors whose terms expire at the Annual Meeting. Dr. Bunn and Messrs. Kapur and Paterson and Ms. Robertson have been nominated for and have agreed to stand for re-election to the Board of Directors, each to serve as Class III director of the Company until the 2027 annual meeting of stockholders and until their successor is duly elected. It is intended that, unless you give contrary instructions, shares represented by proxies will be voted for the election of the nominees listed above as director nominee. Verastem has no reason to believe that the nominees will be unable to serve. In the event that the nominee is unexpectedly not available to serve, subject to compliance with applicable state and federal laws, including the filing of an amended proxy statement and proxy card, as applicable, 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. Information relating to the nominees for election as director and for each continuing director, including his or her period of service as a director of Verastem, principal occupation and other biographical material is shown below.

  3. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

  4. FOR EACH

    FOR EACH

  5. OF THE NOMINEES FOR CLASS III DIRECTOR

    OF THE NOMINEES FOR CLASS III DIRECTOR

  6. (PROPOSAL NO. 1 ON YOUR PROXY CARD)

    (PROPOSAL NO. 1 ON YOUR PROXY CARD)

  7. DIRECTOR BIOGRAPHIES

    DIRECTOR BIOGRAPHIES The following information regarding our directors is as of March 26, 2024, except as otherwise indicated. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the Board of Directors would expect to consider if it were making a conclusion currently as to whether such person should serve as a director.

  8. CLASS III DIRECTOR NOMINEES

    CLASS III DIRECTOR NOMINEES Paul Bunn, M.D., age 79, is a Class III director who has served as a member of our Board of Directors since June 2021. Dr. Bunn has served as Professor of Medicine at the University of Colorado School of Medicine since 1984 in progressive positions. Dr. Bunn has served as distinguished Professor of Medicine since 2013 and the James Dudley Chair in Cancer Research, Division of Medical Oncology since 2006 at the University of Colorado School of Medicine. Dr. Bunn has served as the Director of the University of Colorado Cancer Center from 1987 to 2009, and the Head of the Division of Medical Oncology from 1984 to 1994. Dr. Bunn was the President of American Society of Clinical Oncology (ASCO) and a member of its board of directors. Dr. Bunn has served as Chief Executive Officer, President, and member of the Board of Directors of the International Association for the Study of Lung Cancer (IASLC). Dr. Bunn was also the President of the American Association of Cancer Institutes (AACI) and has chaired the U.S. Food and Drug Administration’s Oncologic Drugs Advisory Committee. Dr. Bunn received a B.A. degree in biology from Amherst College and earned his M.D. degree from Weill Cornell Medical College. The Board of Directors believes that Dr. Bunn’s qualifications to sit on the Board include his illustrious career dedicated to improving outcomes for cancer patients, along with his extensive experience in clinical research. Anil Kapur, age 54, is a Class III director who has served as a member of our Board of Directors since October 2022. Mr. Kapur has been the Executive Vice President, Corporate Strategy and Chief Commercial Officer of Geron Corporation since December 2019. Prior to joining Geron, Mr. Kapur was Chief Commercial Officer at Actinium Pharmaceuticals, Inc., a clinical stage biopharmaceutical company, from February 2018 to November 2019. From October 2016 until February 2018, Mr. Kapur was Vice President, Head of Early Assets, Biomarkers and External Innovation for Worldwide Oncology Commercialization at Bristol-Myers Squibb Company, a global biopharmaceutical company. Mr. Kapur served as Vice President, Global Head of Commercial and Portfolio Strategy at Baxalta, Incorporated, a biopharmaceutical company, in a newly created Oncology Division, from November 2015 until after its acquisition by Shire plc in July 2016. Before joining Baxalta, Mr. Kapur held marketing and sales leadership roles of increasing responsibility during his 15-year tenure at the Janssen Pharmaceutical Companies of Johnson & Johnson (Janssen). As Vice President, Commercial Leader, Hematology Franchise in Janssen’s Global Commercial Strategy Organization, he led the development and execution of commercial strategy and launch plans for in-market development, late development, and early pipeline assets, including imetelstat. Among Mr. Kapur’s most recognized achievements while at Janssen were the successful global launches of two transformational blockbuster hematology-oncology drugs, Imbruvica and Darzalex. Mr. Kapur holds a Bachelor of Engineering from Birla Institute of Technology in India; an M.S. in Industrial Engineering from Louisiana Tech University; and an M.B.A. from the Fuqua School of Business at Duke University. The Board of Directors believes that Mr. Kapur’s qualifications to sit on the Board include his deep expertise in oncology and strong track record of product launch and commercial operations success. Daniel Paterson, age 63, is a Class III director who has served as our Chief Executive Officer, and as a member of the Board of Directors since August 2023, our President since June 2019, in addition to serving as our Chief Operating Officer from December 2014 to July 2023, our Chief Business Officer from July 2013 to December 2014 and as our Vice President, Head of Corporate Development and Diagnostics from March 2012 until July 2013. Prior to joining us in March 2012, Mr. Paterson was a consultant in 2011. From 2009 through 2010, Mr. Paterson was the Chief Operating Officer of On-Q-ity. Mr. Paterson was the President and Chief Executive Officer of The DNA Repair Company from 2006 until 2009, when it was acquired by On-Q-ity. Previously, he held senior level positions at IMS Health, CareTools, OnCare, and Axion. Mr. Paterson holds a B.A. in Biology from Boston University, and attended the Northeastern University Graduate Pharmacology program. The Board of Directors believes that Mr. Paterson’s qualifications to sit on the Board include his extensive experience in oncology drug and diagnostic product development, regulatory strategy, business development and launch planning. Michelle Robertson, age 57, is a Class III director who has served as a member of our Board of Directors since November 2021. Ms. Robertson is the Executive Vice President and Chief Financial Officer of Geron Corporation. Prior to joining Geron, Ms. Robertson served as Chief Financial Officer of Editas Medicine, Inc, a publicly traded company, since January 2020. Ms. Robertson previously served as the Chief Financial Officer of Momenta Pharmaceuticals, Inc. (“Momenta”), a publicly traded biotechnology company, from October 2018 until January 2020, and as Vice President, Financial Planning and Analysis of Momenta from May 2017 to October 2018. From 2015 to 2016, Ms. Robertson was Vice President, Oncology Finance for Baxalta, Inc., a biopharmaceutical company, following its spin-off from Baxter International. From 2012 to 2015, Ms. Robertson served as Head of Financial Planning and Analysis and Operations Excellence at Ironwood Pharmaceuticals, Inc., and prior to that, held various Finance and Commercial Operations-leadership positions in the Oncology and Biosurgery divisions at Genzyme Corporation (now Sanofi Genzyme), a biotechnology company. Ms. Robertson received her B.S. in Finance from Bentley University. The Board of Directors believes that Ms. Robertson’s qualifications to sit on the Board include her significant financial, accounting and management expertise, as well as her experience within the pharmaceutical and biotechnology industries.

  9. DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING AND CONTINUING IN OFFICE

    DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING AND CONTINUING IN OFFICE Robert Gagnon, age 49, is a Class II director who has served as a member of our Board of Directors since December 2022. Mr. Gagnon has been the Chief Financial Officer of Remix Therapeutics, Inc. since March 2023. Prior to this, Mr. Gagnon served as an Operating Partner at Gurnet Point Capital from October 2022 to March 2023. Prior to this, Mr. Gagnon served as our Chief Financial Officer from August 2018 to October 2022 in addition to serving as Chief Business Officer from June 2019 to October 2022. Prior to Verastem, Mr. Gagnon served as the Chief Financial Officer for Harvard Bioscience, Inc. From November 2013 to August 2018. From 2012 through 2013, Mr. Gagnon served as the Executive Vice President, Chief Financial Officer and Treasurer at Clean Harbors, Inc. Mr. Gagnon’s prior experience includes serving as Chief Accounting Officer and Controller at Biogen Idec, Inc., as well as a variety of senior positions at Deloitte & Touche, LLP, and PricewaterhouseCoopers, LLP. Mr. Gagnon holds an M.B.A. from the MIT Sloan School of Management and a Bachelor of Arts degree in accounting from Bentley College. The Board of Directors believes that Mr. Gagnon’s qualifications to sit on the Board includes his significant financial, accounting and management expertise, as well as his experience within the pharmaceutical and biotechnology industries. John Johnson, age 66, is a Class I director who has served as a member of our Board of Directors since April 2020. Effective March 16, 2022, Mr. Johnson was appointed as Chief Executive Officer and Board Director of Reaction Biology, a privately held company. Mr. Johnson was the Chief Executive Officer of Strongbridge Biopharma plc, a publicly traded biopharmaceutical company, from July 2020 until the company was acquired by Xeris Biopharma Holdings, Inc. in October 2021 and he currently sits on the board of directors of Xeris Biopharma Holdings, Inc. Mr. Johnson was a member of Strongbridge Biopharma Plc’s board of directors from March 2015 until October 2021. Mr. Johnson recently served as chairman of publicly traded company Autuolus Therapeutics plc from September 2022 through April 1, 2024. Mr. Johnson served as a board member of Melinta Pharmaceuticals, Inc. through September 2019, having served as Chief Executive Officer from February 2019 through August 2019 and as interim Chief Executive Officer from October 2018 through February 2019. From January 2012 until August 2014, Mr. Johnson served as the President and Chief Executive Officer of Dendreon Corporation and as its Chairman from January 2012 until June 2014. From January 2011 until January 2012, he served as the Chief Executive Officer and a member of the board of Savient Pharmaceuticals, Inc. From November 2008 until January 2011, Mr. Johnson served as Senior Vice President and President of Eli Lilly and Company’s Oncology unit. He was also Chief Executive Officer of ImClone Systems Incorporated, which develops targeted biologic cancer treatments, from August 2007 until November 2008, and served on ImClone’s board of directors until it was acquired by Eli Lilly in November 2008. From 2005 to 2007, Mr. Johnson served as Company Group Chairman of Johnson & Johnson’s Worldwide Biopharmaceuticals unit, President of its Ortho Biotech Products LP and Ortho Biotech Canada units from 2003 to 2005, and Worldwide Vice President of its CNS, Pharmaceuticals Group Strategic unit from 2001 to 2003. Prior to joining Johnson & Johnson, he also held several executive positions at Parkstone Medical Information Systems, Inc., OrthoMcNeil Pharmaceutical Corporation and Pfizer, Inc. Mr. Johnson currently serves on the board of directors of Axogen Inc., a publicly traded company. Mr. Johnson is the former Chairman of Tranzyme Pharma, Inc., former lead independent director of Sucampo Pharmaceuticals, Inc. and a former director of Histogenics Corporation, AVEO Pharmaceuticals, Inc. and Portola Pharmaceuticals, Inc. He previously served as a member of the board of directors for the Pharmaceutical Research and Manufacturers of America and the Health Section Governing Board of Biotechnology Industry Organization. Mr. Johnson holds a B.S. from the East Stroudsburg University of Pennsylvania. Mr. Johnson brings to our board of directors extensive leadership, business and governance experience having served as a chief executive officer and on the board of directors of numerous public biopharmaceutical companies. The Board of Directors believes Mr. Johnson’s strong leadership qualities and industry knowledge position him well to provide valuable insights to both management and his fellow board members on issues facing the Company. Michael Kauffman M.D., Ph.D., age 60, is a Class I director who has served as a member of our Board of Directors since November 2012 and our Lead Director since June 2016. He currently serves as Chief Executive Officer, president and board member of Nereid Therapeutics Inc. Dr. Kauffman was the cofounding Chief Executive Officer of Karyopharm Therapeutics Inc., a publicly traded commercial stage biotechnology company, from January 2011 to April 2021 and senior clinical advisor from May 2021 to May 2022. Prior to this, Dr. Kauffman was the Chief Medical Officer of Onyx Pharmaceuticals, Inc., a publicly traded biotechnology company, from November 2009 until December 2010. Dr. Kauffman was the Chief Medical Officer of Proteolix, Inc., a privately held pharmaceutical company, from April 2009 until November 2009, when it was acquired by Onyx Pharmaceuticals, Inc. Dr. Kauffman was an Operating Partner at Bessemer Venture Partners from 2008 to 2009. From September 2002 until July 2008, Dr. Kauffman was the President and Chief Executive Officer of EPIX Pharmaceuticals, Inc., a publicly traded biotechnology company that underwent liquidation proceedings in 2009. Dr. Kauffman joined Predix Pharmaceuticals, Inc., the predecessor to EPIX, in September 2002, as President and Chief Executive Officer. From 1997 to 2002, he held a number of senior medical and program leadership positions at Millennium Pharmaceuticals, Inc., then a publicly traded biotechnology company, including Vice President, Medicine and VELCADE Program Leader as well as co-founder and Vice President of Medicine at Millennium Predictive Medicine, a wholly-owned subsidiary of Millennium. Dr. Kauffman also served as Medical Director at Biogen Corporation (now Biogen, Inc., a publicly traded biotechnology company). He also currently serves on the board of directors of Kezar Biosciences, Adicet Bio, Inc., and BiVictriX Therapeutics Plc. Dr. Kauffman previously served on the board of directors of Karyopharm Therapeutics, Inc., Zalicus, Inc., EPIX Pharmaceuticals, Inc., Predix Pharmaceuticals Inc. and Proteolix Inc., and Bioevnision Inc. Dr. Kauffman received an M.D. and Ph.D. in molecular biology and biochemistry from Johns Hopkins University and holds a B.A. in biochemistry from Amherst College. Dr. Kauffman trained in Internal Medicine at Beth Israel Deaconess and rheumatology at Massachusetts General Hospitals, and is board certified in internal medicine. The Board of Directors believes that Dr. Kauffman’s qualifications to sit on the Board include the combination of his significant business, clinical development and leadership experience at public life sciences companies and his medical and scientific background.

  10. DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING AND CONTINUING IN OFFICE

    Eric Rowinsky, M.D., age 67, is a Class I director who has served as a member of our Board of Directors since May 2017. Since 2016, Dr. Rowinsky has served as a consulting Chief Medical Officer and/or independent advisor/consultant to several biopharmaceutical companies, including Biocity, Nectin, Biovetrx, Antido, RRD, Vaxxas, and Everest, providing expertise in developing and registering a novel cancer therapeutics. From July 2021 to March 2023, Dr. Rowinsky served as a parttime Chief Medical Officer of Hummingbird Biotherapeutics, a life-science company. From 2015 to 2023, Dr. Rowinsky served as Executive Chairman of the board of directors and President of Inspira, Inc. (formerly Rgenix, Inc) and is currently serving as its President, Chairman of the Scientific Advisory Board, and Director. Dr. Rowinsky served as Executive Vice President, Chief Medical Officer and Head of Research and Development of Stemline Therapeutics, Inc., a clinical-stage biopharmaceutical company, from November 2011 until October 2015. Prior to joining Stemline, Dr. Rowinsky was co-founder and Chief Executive Officer of Primrose Therapeutics, Inc., a start-up biotechnology company, from June 2010 until its acquisition in September 2011. Dr. Rowinsky also served as a drug development and regulatory strategy consultant to the ImClone-Lilly Oncology Business Unit and several other biopharmaceutical and life sciences companies from 2010 to 2011. From 2005 to 2009, Dr. Rowinsky was Executive Vice President and Chief Medical Officer of ImClone Systems Inc., where he led the FDA approval of Erbitux for head and neck and colorectal cancers and advanced eight other monoclonal antibodies through clinical development. From 1996 to 2004, Dr. Rowinsky held several positions at the Cancer Therapy and Research Center, including Director of the Institute of Drug Development, or IDD, and the SBC Endowed Chair for Early Drug Development at the IDD. From 1996 to 2006, Dr. Rowinsky was a Clinical Professor of Medicine at the University of Texas Health Science Center at San Antonio. From 1988 to 1996, Dr. Rowinsky was an Associate Professor of Oncology at The Johns Hopkins University School of Medicine. Dr. Rowinsky was a longstanding National Cancer Institute principal and co-principal investigator from 1990 to 2004, and was integrally involved in pivotal clinical and preclinical investigations that led to the development of numerous cancer therapeutics, including paclitaxel, docetaxel, topotecan, irinotecan, erlotinib, gefitinib, ramucirumab, tagraxofusp and temsirolimus among others. Dr. Rowinsky was also an Adjunct Professor of Medicine at New York University School of Medicine (2008-2018). Dr. Rowinsky presently serves on the boards of directors of the public companies Biogen Idec, Inc., Fortress Biosciences, Inc., and Verastem Inc, and Purple Bio. Dr. Rowinsky received a B.A. degree from New York University (1977) and an M.D. degree from Vanderbilt University School of Medicine (1981). Dr. Rowinsky completed his residency in internal medicine at the University of California, San Diego (1984) and completed his fellowship in medical oncology at The Johns Hopkins Oncology Center (1987). He has authored more than 315 peer-reviewed manuscripts, and serves as an editor of several cancer journals. The Board of Directors believes that Dr. Rowinsky’s qualifications to sit on the Board include his principal expertise is in the development and registration of novel therapeutics to treat cancer. Brian Stuglik R.Ph., age 64, is a Class II director who served as our Chief Executive Officer from July 2019 through July 2023 and has served as a member of our Board of Directors since September 2017. Mr. Stuglik founded Proventus Health Solutions, LLC, a consulting company for pharmaceutical and biotechnology companies, in January 2016 and has over three decades of experience in U.S. and international pharmaceutical development, product strategy, and commercialization. Prior to founding Proventus Health Solutions, Mr. Stuglik served as the Vice President and Chief Marketing Officer for the oncology division of Eli Lilly and Company, from 2009 to December 2015. Mr. Stuglik currently serves on the board of directors of publicly traded Oncopeptides AB (STO: ONCO) and Puma Biotechnology, Inc. (Nasdaq: PBYI). Mr. Stuglik received a Bachelor of Science in Pharmacy from Purdue University and holds memberships in the American Society of Clinical Oncology, the American Association of Cancer Research, and the International Association for the Study of Lung Cancer. The Board of Directors believes that Mr. Stuglik’s qualifications to sit on the Board include his extensive experience in pharmaceutical development, product strategy and commercialization. Karin Tollefson, PharmD, age 57, is a Class II director who has served as a member of our Board of Directors since May 2023. Dr. Tollefson is currently Senior Vice President, Chief Oncology Medical Officer at Pfizer Inc., a publicly traded Pharmaceutical Company. Previously, she had been the Senior Vice President of Global Medical Affairs of Seagen Inc., a publicly traded biopharmaceutical company, since November 2021 and has been the Global Head of Medical Affairs since August 2019. Prior to this, Dr. Tollefson was the Vice President of Medical Affairs at Nektar Therapeutics, a publicly traded biopharmaceutical company, from May 2018 to August 2019. From 1992 until December 2017, Dr. Tollefson served in progressive leadership positions at Eli Lilly and Company, including Senior Director, Global Medical Affairs, Oncology Business Unit from June 2012 until December 2017 and Senior Director of Portfolio Project Management & Operations, Oncology Business Unit from January 2008 until June 2012, and multiple roles of progressive leadership from 1992 until her retirement in December 2017. Dr. Tollefson served on the board of directors of American Lung Association from 2013 to 2019 and served as a member of the Indiana Board of Trustees of The Leukemia and Lymphoma Society from 2013 to 2018. Dr. Tollefson completed her pre-pharmacy education at Kansas State University and received her doctorate in pharmacy from the University of Kansas in 1992. The Board of Directors believes that Dr. Tollefson’s qualifications to sit on the Board include her extensive experience in pharmaceutical development, product strategy and commercialization.

  11. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Under our non-employee director compensation policy, each non-employee director received an annual base retainer of $45,000 in fiscal year 2023. In addition, our non-employee directors were entitled to receive the following cash compensation for Board and committee service in fiscal year 2023, as applicable:

  12. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Board and Committee Positions | Fees | | Lead Director | $25,000 | | Audit Committee Chairperson | $20,000 | | Audit Committee Member | $10,000 | | Compensation Committee Chairperson | $15,000 | | Compensation Committee Member | $7,000 | | Nominating and Corporate Governance Committee Chairperson | $10,000 | | Nominating and Corporate Governance Committee Member | $5,000 | | Research and Development Committee Chairperson | $20,000 | | Research and Development Committee Member | $10,000 | | Commercialization Committee Chairperson | $20,000 | | Commercialization Committee Member | $10,000 |

  13. NON-EMPLOYEE DIRECTOR COMPENSATION

    All amounts are paid in quarterly installments. In addition, our non-employee directors receive stock options as compensation for their service on the Board of Directors. Each non-employee director who was serving on the Board of Directors as of the prior year’s annual meeting of the Company’s stockholders receives an annual award of an option to purchase shares of our common stock, which vests on a monthly basis over a one-year period, generally subject to the director’s continued service on the Board of Directors through the applicable vesting date (the “Annual Grant”). In 2023, the Annual Grant consisted of an option to purchase 5,208 shares of our common stock (on a post-reverse stock split basis). During 2023, newly appointed non-employee directors received a one-time initial award of an option to purchase shares of our common stock with respect to a number of shares as follows (a) 10,416 shares (on a post-reverse stock split basis) (an “Initial Grant”) plus (b) a pro-rata amount equal to (i) the Annual Grant multiplied by (ii) the quotient of the number of days between the date the director commenced Board service and the vesting end date for the Annual Grant granted to the non-employee directors on the last annual meeting date, and 365 days, rounded down to the nearest whole share (the “Pro-Rata Annual Grant”). The Initial Grant vests in equal quarterly installments over three years, generally subject to the director’s continued service on the Board of Directors through the applicable vesting date. The Pro-Rata Annual Grant vests on a monthly basis until the vesting end date of the Annual Grant granted to non-employee directors at the last annual meeting date, generally subject to the director’s continued service on the Board of Directors through the applicable vesting date. As further described below under “Named Executive Officer Compensation – 2023 Equity-Based Compensation – Option Exchange, ” on January 17, 2024, our stockholders approved a one-time stock option exchange program (the “Option Exchange Program”), under which certain employees, including executive officers, and non-employee directors of the Company were given the opportunity to exchange certain underwater options to purchase shares of the Company’s common stock for new options to purchase shares of the Company’s common stock. While non-employee directors were eligible to participate in the Option Exchange Program, their eligibility extended only to stock options received as a result of their service as a member of the Board of Directors. Dr. Bunn, Mr. Johnson, Dr. Kauffman, Ms. Robertson, and Dr. Rowinsky were eligible to participate in the Option Exchange Program and elected to exchange options to purchase 6,113 shares, 8,549 shares, 16,078 shares, 5,291 shares, and 12,572 shares, respectively, of the Company’s common stock, respectively, for new options. Mr. Paterson, our President and Chief Executive Officer, does not receive compensation for his service as a director. Mr. Paterson’s compensation is described under the heading “Named Executive Officer Compensation” below. Mr. Stuglik did not receive compensation for his service as a director until Mr. Stuglik retired as our Chief Executive Officer effective July 31, 2023. The compensation Mr. Stuglik’s received for his 2023 service on the Board of Directors after his retirement is included in the Summary Compensation table under the heading “Named Executive Officer Compensation” below.

  14. 2023 Director Compensation

    2023 Director Compensation The following table summarizes the compensation paid to or earned by our directors during the year ended December 31, 2023:

  15. 2023 Director Compensation

    | | Fees Earned or Paid | Option Awards | | | Name | in Cash ($) | ($) (1)(2) | Total ($) | | Paul Bunn, M.D. | 55,000 | 19,290 | 74,290 | | Robert Gagnon | 45,000 | 19,290 | 64,290 | | John Johnson | 62,000 | 19,290 | 81,290 | | Anil Kapur | 62,457 | 19,290 | 81,747 | | Michael Kauffman, M.D., Ph.D. | 105,000 | 19,290 | 124,290 | | Michelle Robertson | 65,000 | 19,290 | 84,290 | | Eric Rowinsky, M.D. | 70,000 | 19,290 | 89,290 | | Lesley Solomon (3) | 22,419 | — | 22,419 | | Karin Tollefson, PharmD | 35,618 | 57,869 | 93,487 |

  16. 2023 Director Compensation

    | (1) Amounts shown represent the aggregate grant date fair value of stock option awards granted to the director and calculated in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718 (“FASB ASC Topic 718”). For information regarding assumptions underlying the value of stock awards, see Note 8 to our financial statements and the discussion under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates—Stock-Based Compensation,” of our 2023 Annual Report on Form 10-K. |

  17. 2023 Director Compensation

    | (2) Each non-employee director, other than Dr. Tollefson, received an option to purchase 5,208 shares, on a post-reverse stock split basis, of our common stock, in 2023. Dr. Tollefson received an option to purchase 15,624 shares, on a post reverse stock split basis, of our common stock as a result of her appointment at the 2023 annual meeting of stockholders. As of December 31, 2023, the aggregate number of equity awards held by each non-employee director was as follows: Dr. Bunn, 16,529 stock options; Mr. Gagnon 139,304 stock options and 61,864 unvested restricted stock units; Mr. Johnson, 18,965 stock options; Mr. Kapur, 18,806 stock options; Dr. Kauffman, 26,494 stock options; Ms. Robertson, 15,707 stock options; Dr. Rowinsky, 22,988 stock options; and Dr. Tollefson, 15,624 stock options. |

  18. 2023 Director Compensation

    | (3) Ms. Solomon did not stand for re-election at the annual meeting of our stockholders in 2023 and her term as a director expired on May 15, 2023. |

  19. PROPOSAL NO. 2—APPROVAL OF THE COMPANY’S AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

    PROPOSAL NO. 2—APPROVAL OF THE COMPANY’S AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

  20. Overview

    Overview At the Annual Meeting, stockholders will be asked to approve the adoption of the Company’s Amended and Restated 2021 Equity Incentive Plan adopted by the Board of Directors, upon recommendation by the Compensation Committee, on March 22, 2024 (the “Amended and Restated 2021 Plan”), including to increase the number of shares available for issuance by 3,200,000 shares. The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was originally adopted by the Board of Directors in March 2021 and approved by our stockholders in May 2021, with an amendment and restatement thereof approved by the Compensation Committee in May 2023 to reflect the Company’s 12 for 1 reverse stock split effective on May 31, 2023 (the “May 2023 Amended and Restated 2021 Plan”). If stockholders do not approve the Amended and Restated 2021 Plan, it will not become effective and the May 2023 Amended and Restated 2021 Plan will remain in effect in accordance with its terms. As discussed further below, stockholders are being asked to approve the adoption of the Amended and Restated 2021 Plan, primarily to enable us to increase the number of shares of our common stock available for issuance pursuant to awards under the plan by 3,200,000 shares. As of March 22, 2024, the date the Board of Directors approved the Amended and Restated 2021 Plan, there were 492,047 shares of our common stock available for issuance under the May 2023 Amended and Restated 2021 Plan. Stockholder approval of the Amended and Restated 2021 Plan would make available for issuance a total of: (i) 3,692,047 shares of our common stock as of March 22, 2024, plus (ii) the number of shares of our common stock underlying awards under our 2021 Plan (inclusive of the May 2023 Amended and Restated 2021 Plan) and the Amended and Restated 2012 Incentive Plan (the “2012 Plan”) that expire, terminate or are surrendered without delivery of shares, are forfeited to or repurchased by the Company, or otherwise become available again for grant under the terms of the applicable plan (in the case of clause (ii), up to 2,340,127 shares). Equity grants are an essential element of the Company’s compensation program. Stockholder approval of the Amended and Restated 2021 Plan would allow us to continue to use equity incentives to attract and retain high quality and high performing directors, executives, and other employees. The Board of Directors approved the Amended and Restated 2021 Plan and the additional shares of our common stock authorized for issuance under it based upon its review and consideration of: • the Company’s historic rates of equity award issuances; • the dilutive impact to stockholders; • the number of shares necessary for the Company to continue making awards at historical average annual rates for the next two to three years; and • advice provided by Pearl Meyer, the independent consultant of the Compensation Committee of the Board of Directors. The Board of Directors believes that equity awards have been, and will continue to be, a critical part of our total compensation program and allow us to attract and retain the key talent needed to effectively compete in our industry, incentivize superior results and long-term value creation, and align the interests of our employees with those of our stockholders. In addition, we believe that equity ownership fosters an ownership mindset by allowing employees to take part in the successes of the Company. The Board of Directors believes that the Amended and Restated 2021 Plan will promote the interests of our stockholders and is consistent with principles of good corporate governance, including the following:

  21. Overview

    | ● | No Liberal Share-Recycling. Shares underlying stock options and other awards delivered under the Amended and Restated 2021 Plan will not be recycled into the share pool if they are withheld in satisfaction of tax withholding obligations or the exercise or purchase price of the award. |

  22. Overview

    | ● | No Discounted Stock Options or SARs. All stock options and SARs granted under the Amended and Restated 2021 Plan must have a per share exercise price or base value that is not less than the closing price of the underlying shares on the date of grant (or the immediately preceding date on which a closing price was reported if there is no closing price on the date of grant). |

  23. Overview

    | ● | No Reload Awards. No term of an award may provide for automatic “reload” grants of additional awards upon exercise of a stock option or SAR or otherwise as a term of an award. |

  24. Overview

    In setting the size of the share pool under the Amended and Restated 2021 Plan, the Board of Directors considered the historical amounts of equity awards granted by the Company in the last three calendar years. As of March 22, 2024, there were 492,047 shares of our common stock available for grant under the May 2023 Amended and Restated 2021 Plan. In calendar years 2023, 2022 and 2021, we made grants of equity awards under the May 2023 Amended and Restated 2021 Plan, the 2021 Plan and the 2012 Plan totaling 1,108,333 shares, 85,735 shares, and 530,473 shares, respectively, of our common stock. We typically grant annual equity awards to our executive officers and employees in the fourth quarter of each calendar year. In the fourth quarter of 2022, we were in possession of interim data from our ongoing Phase 2 RAMP 201 trial and, as a result, we delayed making equity grants to our executives until the first quarter of 2023, once the interim data was publicly released. As a result, there was a significant increase in the aggregate equity awards issued in 2023 as compared to 2022. The weighted average number of shares of our common stock outstanding in calendar years 2023, 2022 and 2021 was 22,054,073, 16,137,897 and 14,534,727, respectively. As a result, under the May 2023 Amended and Restated 2021 Plan, the 2021 Plan and 2012 Plan, our three-year average burn rate is 3.3%. In setting the size of the share pool under the Amended and Restated 2021 Plan, the Board also considered the total amount of equity awards outstanding under existing grants as of March 22, 2024, as further shown in the chart below. Based on an analysis by Pearl Meyer of the remaining shares available for grant under the May 2023 Amended and Restated 2021 Plan, the number of equity awards outstanding under our equity incentive plans, our historical burn rate, the features of the Amended and Restated 2021 Plan and the equity plan guidelines established by proxy advisory firms, the Board approved the Amended and Restated 2021 Plan and the share pool authorized under it to ensure that we continue to have the ability to provide industry competitive long-term incentive compensation to our key contributors. Based on these same factors, we estimate that the share pool under the Amended and Restated 2021 Plan will enable us to continue to make grants of equity awards at our historical average annual rates for approximately the next two to three years.

  25. Potential Dilution

    | | | As a percentage of | | | Number of | stock outstanding | | | Shares | as of March 22, 2024 | | Outstanding stock options | 1,918,339 | 7.6% | | Outstanding restricted stock units | 421,788 | 1.7% | | Total shares subject to outstanding awards under the May 2023 Amended and Restated 2021 Plan and the 2012 Plan | 2,340,127 | 9.2% | | Total shares available for future awards under the May 2023 Amended and Restated 2021 Plan | 492,047 | 1.9% | | Total shares subject to outstanding awards under the May 2023 Amended and Restated 2021 Plan and the 2012 Plan or available for future awards under the May 2023 Amended and Restated 2021 Plan | 2,832,174 | 11.2% | | Proposed additional shares available for future awards under the Amended and Restated 2021 Plan | 3,200,000 | 12.6% | | Total potential dilution | 6,032,174 | 23.8% |

  26. Eligibility

    Eligibility Our employees, directors, consultants and advisors are eligible to receive awards under the Amended and Restated 2021 Plan. However, eligibility for incentive stock options is limited to our employees and employees of certain affiliates, and eligibility for other stock options and for SARs is limited to individuals providing direct services to the Company or certain subsidiaries of the Company on the date of grant. As of March 22, 2024 approximately 74 employees including all of our executive officers, nine non-employee directors, and approximately seven advisors or consultants would be eligible to participate in the Amended and Restated 2021 Plan.

  27. Authorized Shares

    Authorized Shares Subject to adjustment as described below, the number of shares of our common stock that are reserved for issuance under the Amended and Restated 2021 Plan, including upon the exercise of incentive stock options, is (i) 5,191,666, plus (ii) the number of shares of our common stock underlying awards under the 2012 Plan that expire, terminate or are surrendered without delivery of shares, are forfeited to or repurchased by us, or otherwise become available again for grant under the terms of the 2012 Plan (in the case of clause (ii), up to 1,190,939 shares). The number of shares of our common stock delivered in satisfaction of awards under the Amended and Restated 2021 Plan is determined (i) by including shares withheld by us in payment of the exercise price or purchase price of the award or in satisfaction of tax withholding requirements with respect to the award, (ii) by including the full number of shares covered by a SAR any portion of which is settled in shares of our common stock (and not only the number of shares delivered in settlement of the award), and (iii) by excluding any shares underlying awards settled in cash or that expire, become unexercisable, terminate or are forfeited to or repurchased by the Company without the delivery of shares of our common stock (or retention, in the case of restricted stock or unrestricted stock). The number of shares available for delivery under the Amended and Restated 2021 Plan will not be increased by any shares that have been delivered under the Amended and Restated 2021 Plan and are subsequently repurchased using proceeds directly attributable to stock option exercises. Shares that may be delivered under the Amended and Restated 2021 Plan may be authorized but unissued shares, treasury shares or previously issued shares acquired by the Company.

  28. Types of Awards

    Types of Awards The Amended and Restated 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, SARs, restricted stock awards, restricted stock units and other stock-based awards. Dividends or dividend equivalents may also be provided in connection with awards under the Amended and Restated 2021 Plan.

  29. Types of Awards

    | ● | Stock options and SARs. The Administrator may grant stock options, including incentive stock options, and SARs. A stock option is a right entitling the holder to acquire shares of our common stock upon payment of the applicable exercise price. A SAR is a right entitling the holder upon exercise to receive an amount (payable in cash or shares of equivalent value) equal to the excess of the closing price of the shares subject to the right over the base value from which appreciation is measured. The exercise price of each stock option, and the base value of each SAR, granted under the Amended and Restated 2021 Plan may not be less than 100% of the closing price of a share on the date of grant (or the immediately preceding date on which a closing price was reported if there is no closing price on the date of grant). Announcements or developments shortly following a grant date may cause the closing or other price of a share to rise. Other than in connection with certain corporate transactions (such as a stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or other exchange of shares), stock options and SARs granted under the Amended and Restated 2021 Plan may not be repriced, amended to provide for a lower exercise price or base value, or canceled in exchange for new stock options or SARs having a lower exercise price or base value, nor may any consideration be paid upon the cancellation of any stock options or SARs that have a per share exercise or base price greater than the value of a share on the date of such cancellation, in each case, without stockholder approval. Each stock option and SAR will have a maximum term of not more than ten years from the date of grant. |

  30. Types of Awards

    | ● | Restricted and unrestricted stock and stock units. The Administrator may grant awards of shares, stock units, restricted stock and restricted stock units. A stock unit is an unfunded and unsecured promise, denominated in shares, to deliver shares or cash measured by the value of shares in the future, and a restricted stock unit is a stock unit that is subject to the satisfaction of specified performance or other vesting conditions. Restricted stock is an award of shares subject to restrictions requiring that they be redelivered or forfeited to the company if specified conditions are not satisfied. |

  31. Vesting; Terms of Awards

    Vesting; Terms of Awards The Administrator determines the terms of all awards granted under the Amended and Restated 2021 Plan, including the time or times an award vests or becomes exercisable, the terms on which an award remains exercisable, and the effect of termination of a participant’s employment or service on an award. The Administrator may at any time accelerate the vesting or exercisability of an award.

  32. New Plan Benefits

    | Name | Number of Stock Options and Restricted Stock Units | | Daniel Paterson, President and Chief Executive Officer | 340,073 | | Daniel Calkins, Chief Financial Officer | 38,750 | | Brian Stuglik, former Chief Executive Officer | 184,696 | | Executive group | 563,519 | | Non-executive director group | 52,080 | | Non-executive officer employee group | 489,401 | | Total | 1,105,000 |

  33. Supplemental Equity Compensation Plan Information

    Supplemental Equity Compensation Plan Information The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2023. As of December 31, 2023, we had four equity compensation plans, the May 2023 Amended and Restated 2021 Plan, the 2012 Plan, an inducement award program, and the Company’s Employee Stock Purchase Plan (the “ESPP”). Each of the May 2023 Amended and Restated 2021 Plan, the 2012 Plan and the ESPP was approved by our stockholders.

  34. Supplemental Equity Compensation Plan Information

    | | | | Number of | | | | | Securities | | | | | Remaining | | | Number of | | Available for | | | Securities to | Weighted- | Future | | | be Issued | Average | Issuance | | | Upon | Exercise | Under Equity | | | Exercise of | Price of | Compensation | | | Outstanding | Outstanding | Plans | | | Options, | Options, | (Excluding | | | Warrants, | Warrants, | Securities in | | | and Rights | and Rights | Column (a)) | | Plan Category | (a) | (b) | (c) | | Equity compensation plans approved by security holders(1)(2) | 2,151,821 | $18.73 | 768,351 | | Equity compensation plans not approved by security holders(1)(3) | 327,827 | $26.83 | 482,667 | | Total | 2,479,648 | $19.81 | 1,251,018 |

  35. Supplemental Equity Compensation Plan Information

    | (1) Reflects outstanding equity awards and weighted-average exercise price of outstanding options to purchase shares of our common stock as of December 31, 2023. Following the completion of our option exchange program on March 11, 2024, the number of securities to be issued upon exercise of outstanding options, warrants and rights under equity compensation plans approved by security holders was 2,337,111 and under equity compensation plans not approved by security holders was 229,050, and the weighted-average exercise price of option outstanding under equity compensation plans approved by security holders was $11.86 and under equity compensation plans not approved by security holders was $25.55. |

  36. Supplemental Equity Compensation Plan Information

    | (2) Includes information regarding the 2021 Plan (inclusive of the May 2023 Amended and Restated 2021 Plan), the 2012 Plan, and the ESPP. |

  37. Supplemental Equity Compensation Plan Information

    | (3) Includes equity awards granted to new employees in accordance with Nasdaq Listing Rule 5635(c)(4) as an inducement material to such employees entering into employment with the Company. The terms of the equity awards are consistent with equity awards granted under the Company’s May 2023 Amended and Restated 2021 Plan. The number of shares remaining available for future issuance reflects shares reserved by the Board of Directors for future issuance to new employees in accordance with Nasdaq Listing Rule 5635(c)(4) as an inducement material to such employees entering into employment with the Company. |

  38. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the total compensation earned by our named executive officers for fiscal years 2023 and 2022.

  39. Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | | Incentive | | | | | | | Stock | Option | Plan | All Other | | | Name and | | | Awards | Awards | Compensation | Compensation | | | Principal Position | Year | Salary($) | ($)(1) | ($)(2)(3) | ($)(4) | ($)(5) | Total ($) | | Daniel Paterson (6) | 2023 | 544,800 | 1,044,000 | 1,685,267 | 330,000 | 22,790 | 3,626,857 | | President and Chief Executive Officer | 2022 | 470,000 | — | — | 206,687 | 21,290 | 697,977 | | Daniel Calkins | 2023 | 257,529 | — | 220,731 | 126,000 | 18,304 | 622,564 | | Chief Financial Officer | 2022 | 221,731 | 30,601 | 34,279 | 72,900 | 16,036 | 375,547 | | Brian M. Stuglik (7) | 2023 | 389,400 | — | 1,126,484 | 421,850 | 83,392 | 2,021,126 | | Former Chief Executive Officer | 2022 | 624,000 | — | — | 356,733 | 49,290 | 1,030,023 |

  40. Summary Compensation Table

    | (1) The amounts shown in this column represent the dollar amount of the aggregate grant date fair value of time-based and performance-based restricted stock unit awards granted during the year determined in accordance with FASB ASC Topic 718. The aggregate grant date fair value of time-based and performance-based restricted stock units was determined by multiplying the closing price of our common stock on the date of grant by the number of restricted stock units. The grant date fair value of performance-based restricted stock units granted to Mr. Paterson, assuming all applicable milestones are achieved, is $522,000. |

  41. Summary Compensation Table

    | (2) The amounts shown in these columns include awards granted in the first quarter of 2023 in respect of service for 2022. Due to the insufficient available shares under the 2021 Plan, we have not yet granted equity awards to our executive officers for 2023 service. |

  42. Summary Compensation Table

    | (3) The amounts shown in this column represent the aggregate grant date fair value of option awards granted during the year computed in accordance with the provisions of FASB ASC Topic 718. For information regarding assumptions underlying the value of option awards, see Note 8 to our financial statements and the discussion under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Stock-Based Compensation,” of our 2023 Annual Report on Form 10-K. |

  43. Summary Compensation Table

    | (4) The amounts shown for non-equity incentive plan compensation represent annual bonus amounts earned for the fiscal years ended December 31, 2023 and 2022, as applicable to the named executive officer. Bonus amounts earned for 2023 for Mr. Paterson and Mr. Calkins were paid in 2024. The bonus amount earned for 2023 for Mr. Stuglik was paid in August 2023 following his retirement. All bonus amounts earned for 2022 were paid in 2023. |

  44. Summary Compensation Table

    | (5) The amounts shown represent: for Mr. Paterson, 401(k) plan employer contributions ($19,800 for 2023 and $18,300 for 2022), health savings account (“HSA”) contributions and life insurance premiums paid by the Company; for Mr. Calkins, 401(k) plan employer contributions ($15,452 for 2023 and $13,304 for 2022), HSA contributions and life insurance premiums paid by the Company; and for Mr. Stuglik for 2023, 401(k) plan employer contributions ($19,800), HSA contributions, life insurance premiums paid by the Company, a perquisite allowance ($17,500), cash retainers paid to Mr. Stuglik for his service on the Board of Directors and as Chair of the Commercialization Committee following his retirement on July 31, 2023 ($27,083) and consulting fees for services from August 1, 2023 to December 31, 2023 ($18,400), and for 2022, 401(k) plan employer contributions ($18,300), HSA contributions, life insurance premiums paid by the Company and a perquisite allowance ($30,000). HSA contributions and payment of life insurance premiums are broad-based benefits provided to all of our salaried employees on the same basis and do not discriminate in favor of the executive officers, and are included here consistent with prior disclosure. |

  45. Summary Compensation Table

    | (6) Mr. Paterson was appointed as the Company’s Chief Executive Officer on August 1, 2023, following Mr. Stuglik’s retirement from the Company. |

  46. Summary Compensation Table

    | (7) Mr. Stuglik retired as Chief Executive Officer of the Company, effective July 31, 2023. Mr. Stuglik is a member of the Board of Directors and the Chair of the Commercialization Committee. Amounts shown here include compensation Mr. Stuglik earned as a member of the Board of Directors and the Chair of the Commercialization Committee following his retirement. |

  47. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by each of our named executive officers that were outstanding as of December 31, 2023.

  48. Outstanding Equity Awards at Fiscal Year-End

    | | | | Equity incentive | | | | | Equity incentive | Equity Incentive | | | | | plan awards: | | | | | Plan Awards: | Plan Awards: | | | Number of | Number of | number of | | | | Market | Number | Market Value of | | | Securities | Securities | securities | | | Number of | value | of | Unearned Shares | | | Underlying | Underlying | underlying | Option | | shares of | of shares of | Unearned Shares | of stock | | | Unexercised | unexercised | unexercised | Exercise | Option | stock that | stock that | of stock | That Have | | | Options | options | unearned | Price | expiration | have not | have not | That Have | not | | Name | exercisable (#) | unexercisable (#) | options (#) | ($/share) | date | vested (#) | vested ($) (1) | Not Vested (#) | Vested ($) (1) | | Daniel Paterson | 8,333 | — | — | $163.08(2) | 1/7/2024 | — | — | — | — | | | 8,333 | — | — | $163.08(3) | 1/7/2024 | — | — | — | — | | | 12,064 | — | — | $110.28(4) | 1/8/2025 | — | — | — | — | | | 11,166 | — | — | $25.56(5) | 11/8/2025 | — | — | — | — | | | 5,500 | — | — | $22.32(6) | 12/31/2025 | — | — | — | — | | | 8,333 | — | — | $16.44(7) | 6/13/2026 | — | — | — | — | | | 12,499 | — | — | $14.40(8) | 1/8/2027 | — | — | — | — | | | 6,249 | — | — | $35.64(9) | 1/5/2028 | — | — | — | — | | | 3,750 | — | — | $35.64(10) | 1/5/2028 | — | — | — | — | | | 6,250 | — | — | $42.12(11) | 1/3/2029 | — | — | — | — | | | — | — | 6,250 | $42.12(12) | 1/3/2029 | — | — | — | — | | | 20,832 | — | — | $21.72(13) | 6/21/2029 | — | — | — | — | | | 16,666 | — | — | $16.08(14) | 12/13/2029 | — | — | — | — | | | 12,500 | — | — | $16.08(15) | 12/13/2029 | — | — | — | — | | | — | — | — | — | — | 2,828(16) | $23,020 | — | — | | | 25,472 | 8,490 | — | $26.40(17) | 12/18/2030 | — | — | — | — | | | 15,355 | 15,353 | — | $28.32(18) | 12/15/2031 | — | — | — | — | | | — | — | — | — | — | 7,560(19) | $61,538 | — | — | | | — | 140,073 | — | $7.97(20) | 1/27/2033 | — | — | — | — | | | — | 100,000 | — | $10.44(21) | 8/2/2033 | — | — | — | — | | | — | — | — | — | — | — | — | 50,000(22) | $407,000 | | | — | — | — | — | — | 50,000(23) | $407,000 | — | — | | Daniel Calkins | 631 | — | — | $43.32(24) | 1/2/2029 | — | — | — | — | | | 833 | — | — | $21.72(13) | 6/21/2029 | — | — | — | — | | | 1,666 | — | — | $15.96(25) | 12/20/2029 | — | — | — | — | | | 781 | 52 | — | $29.76(26) | 4/1/2030 | — | — | — | — | | | 516 | 234 | — | $26.40(27) | 1/4/2031 | — | — | — | — | | | — | — | — | — | — | 77(28) | $627 | — | — | | | — | — | — | — | — | 623(29) | $5,071 | — | — | | | 939 | 936 | — | $27.72(30) | 12/23/2031 | — | — | — | — | | | 1,368 | 3,007 | — | $10.50(31) | 10/3/2032 | — | — | — | — | | | — | — | — | — | — | 2,003(32) | $16,304 | — | — | | | — | 13,750 | — | $7.97(20) | 1/27/2033 | — | — | — | — | | | — | 25,000 | — | $6.89(33) | 10/24/2033 | — | — | — | — | | Brian Stuglik | 4,166 | — | — | $59.04(34) | 9/5/2027 | — | — | — | — | | | 7,699 | — | — | $21.72(35) | 6/21/2029 | — | — | — | — | | | 41,666 | — | — | $17.16(36) | 7/29/2029 | — | — | — | — | | | 8,333 | — | — | $17.16(37) | 7/29/2029 | — | — | — | — | | | 8,333 | — | — | $16.08(14) | 12/13/2029 | — | — | — | — | | | — | — | — | — | — | 247(16) | $2,011 | — | — | | | 38,208 | 12,735 | — | $26.40(17) | 12/18/2030 | — | — | — | — | | | — | — | — | — | — | 3,995(38) | $32,519 | — | — | | | 30,708 | 30,708 | — | $28.32(18) | 12/15/2031 | — | — | — | — | | | — | — | — | — | — | 15,123(19) | $123,101 | — | — | | | — | 184,696 | — | $7.97(20) | 1/27/2033 | — | — | — | — |

  49. Outstanding Equity Awards at Fiscal Year-End

    | (1) This amount was calculated by multiplying the number of restricted stock units subject to the award by the closing price of our common stock on December 29, 2023 ($8.14), the last trading day of fiscal year 2023. |

  50. Outstanding Equity Awards at Fiscal Year-End

    | (2) This option was granted on January 7, 2014. The option vested as to 25% of the shares underlying the option on July 1, 2014 and, thereafter, vested as to 6.25% of the shares underlying the option on the last day of each calendar quarter after such date, through June 30, 2017. |

  51. Outstanding Equity Awards at Fiscal Year-End

    | (3) This option was granted on January 7, 2014. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option on the last day of each calendar quarter after such date, through December 31, 2017. |

  52. Outstanding Equity Awards at Fiscal Year-End

    | (4) This option was granted on January 8, 2015. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date. |

  53. Outstanding Equity Awards at Fiscal Year-End

    | (5) This option was granted on November 9, 2015. The option vested as to 50% of the shares underlying the option on the first anniversary of the grant date, and as to the remaining 50% of the shares underlying the option on the second anniversary of the grant date. |

  54. Outstanding Equity Awards at Fiscal Year-End

    | (6) This option was granted on January 1, 2016. The option vested as to 50% of the shares underlying the option on November 9, 2016, and as to the remaining 50% of the shares underlying the option on November 9, 2017. |

  55. Outstanding Equity Awards at Fiscal Year-End

    | (7) This option was granted on June 14, 2016. The option vested as to 50% of the shares underlying the option upon satisfaction of a certain performance milestone by June 2017, and as to the remaining 50% of the shares underlying the option upon satisfaction of a certain performance milestone in September 2017. |

  56. Outstanding Equity Awards at Fiscal Year-End

    | (8) This option was granted on January 9, 2017. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date. |

  57. Outstanding Equity Awards at Fiscal Year-End

    | (9) This option was granted on January 5, 2018. The option vested as to 25% of the shares underlying the option on January 1, 2019, and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until January 1, 2022. |

  58. Outstanding Equity Awards at Fiscal Year-End

    | (10) This option was granted on January 5, 2018. The option vested based on the achievement of certain performance milestones by June 30, 2018, and by March 31, 2019. |

  59. Outstanding Equity Awards at Fiscal Year-End

    | (11) This option was granted on January 3, 2019. The option vested as to 25% of the shares underlying the option on January 1, 2020, and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until January 1, 2023. |

  60. Outstanding Equity Awards at Fiscal Year-End

    | (12) This option was granted on January 3, 2019. The option vests as to: (a) 40% of the shares underlying the option upon the date on which the closing price per share of the common stock is at least $10.00 on at least 20 (whether or not consecutive) of the preceding 30 trading days, (b) 40% of the shares underlying the option upon the date on which the closing price per share of the common stock is at least $15.00 on at least 20 (whether or not consecutive) of the preceding 30 trading days, and (c) 20% of the shares underlying the option upon the date on which the closing price per share of the common stock is at least $20.00 on at least 20 (whether or not consecutive) of the preceding 30 trading days. |

  61. Outstanding Equity Awards at Fiscal Year-End

    | (13) This option was granted on June 21, 2019. The option vested as to 50% of the shares underlying the option on the first anniversary of the grant date and, thereafter, as to 12.5% of the shares underlying the option on each successive three month period after such date until the second anniversary of the grant date. |

  62. Outstanding Equity Awards at Fiscal Year-End

    | (14) This option was granted on December 13, 2019. The option vested as to 50% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 12.5% of the shares underlying the option on each successive three month period after such date until the second anniversary of the grant date. |

  63. Outstanding Equity Awards at Fiscal Year-End

    | (15) This option was granted on December 13, 2019. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date. |

  64. Outstanding Equity Awards at Fiscal Year-End

    | (16) This restricted stock unit award was granted on December 18, 2020. The restricted stock unit award vested as to 25% of the shares underlying the award on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until the fourth anniversary of the grant date. |

  65. Outstanding Equity Awards at Fiscal Year-End

    | (17) This option was granted on December 18, 2020. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date. |

  66. Outstanding Equity Awards at Fiscal Year-End

    | (18) This option was granted on December 15, 2021. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date. |

  67. Outstanding Equity Awards at Fiscal Year-End

    | (19) This restricted stock unit award was granted on December 15, 2021. The restricted stock unit award vested as to 25% of the shares underlying the award on the first anniversary of the grant date and, thereafter, vests as to |

  68. Outstanding Equity Awards at Fiscal Year-End

    | 6.25% of the shares underlying the award at the end of each successive three-month period after such date until the fourth anniversary of the grant date. |

  69. Outstanding Equity Awards at Fiscal Year-End

    | (20) This option was granted on January 27, 2023. The option vests as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date. |

  70. Outstanding Equity Awards at Fiscal Year-End

    | (21) This option was granted on August 2, 2023. The option vests as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date. |

  71. Outstanding Equity Awards at Fiscal Year-End

    | (22) This performance-based restricted stock unit award was granted on August 2, 2023. The performance-based restricted stock unit award vests as to 50% of the shares underlying the award upon the acceptance by the FDA of a New Drug Application for a product which contains avutometinib in combination with defactinib, and as to 50% of the shares underlying the award upon the approval of such New Drug Application. |

  72. Outstanding Equity Awards at Fiscal Year-End

    | (23) This restricted stock unit award was granted on August 2, 2023. The restricted stock unit award vested as to 25% of the shares underlying the award on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until the fourth anniversary of the grant date. |

  73. Outstanding Equity Awards at Fiscal Year-End

    | (24) This option was granted on January 2, 2019. The option vested as to 20% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 5.0% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fifth anniversary of the grant date. |

  74. Outstanding Equity Awards at Fiscal Year-End

    | (25) This option was granted on December 20, 2019. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until the fourth anniversary of the grant date. |

  75. Outstanding Equity Awards at Fiscal Year-End

    | (26) This option was granted on April 1, 2020. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until the fourth anniversary of the grant date. |

  76. Outstanding Equity Awards at Fiscal Year-End

    | (27) This option was granted on January 4, 2021. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until the fourth anniversary of the grant date. |

  77. Outstanding Equity Awards at Fiscal Year-End

    | (28) This restricted stock unit award was granted on January 4, 2021. The restricted stock unit award vested as to 25% of the shares underlying the award on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until the fourth anniversary of the grant date. |

  78. Outstanding Equity Awards at Fiscal Year-End

    | (29) This restricted stock unit award was granted on December 23, 2021. The restricted stock unit award vested as to 25% of the shares underlying the award on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until the fourth anniversary of the grant date. |

  79. Outstanding Equity Awards at Fiscal Year-End

    | (30) This option was granted on December 23, 2021. The restricted stock unit award vested as to 25% of the shares underlying the award on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until the fourth anniversary of the grant date. |

  80. Outstanding Equity Awards at Fiscal Year-End

    | (31) This option was granted on October 3, 2022. The option vests as to 25% of the shares underlying the option on September 19, 2023 and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until September 19, 2026. |

  81. Outstanding Equity Awards at Fiscal Year-End

    | (32) This restricted stock unit was granted on October 3, 2022. The restricted stock unit award vests as to 25% of the shares underlying the award on September 19, 2023 and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until September 19, 2026. |

  82. Outstanding Equity Awards at Fiscal Year-End

    | (33) This option was granted on October 24, 2023. The option vests as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until the fourth anniversary of the grant date. |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (34) This option was granted on September 6, 2017. The option vested evenly on a monthly basis over a one-year period. |

  84. Outstanding Equity Awards at Fiscal Year-End

    | (35) This option was granted on June 21, 2019. The option vested evenly on a monthly basis over a one-year period. |

  85. Outstanding Equity Awards at Fiscal Year-End

    | (36) This option was granted on July 29, 2019. The option vested as to 33 1/3% of the shares underlying the option on July 29, 2020 and vested as to an additional 8.33% of the shares underlying the option at the end of each successive three-month period following July 29, 2020 until July 29, 2022. |

  86. Outstanding Equity Awards at Fiscal Year-End

    | (37) This option was granted on July 29, 2019. The option vested based upon certain COPIKTRA net sales targets. |

  87. Outstanding Equity Awards at Fiscal Year-End

    | (38) This restricted stock unit award was granted on March 25, 2021. The restricted stock unit award vested as to 25% of the shares underlying the award on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until the fourth anniversary of the grant date. |

  88. Payments on Termination of Employment or Change of Control

    Payments on Termination of Employment or Change of Control Each of our currently employed named executive officers is a party to an employment agreement with us that provides for certain payments and benefits in connection with a qualifying termination of his employment, including in the context of a change of control, as described in “Agreements with Named Executive Officers” above. In addition, other than in respect of certain performance-based awards, in the event of a change of control, any portion of an equity award held by an employee (including an award held by any currently employed named executive officer) that is outstanding and unvested immediately prior to the change of control will become fully vested and, if applicable, exercisable, immediately prior to such change of control.

  89. Pay versus Performance

    Pay versus Performance As required by applicable SEC regulations, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company.

  90. Pay versus Performance

    | | | | | | | | | | Value of | | | | | | | | | | Average | | | Initial Fixed | | | | | Summary | | Summary | | | Summary | | | ($)100 | | | | | Compensation | | Compensation | | | Compensation | | | Investment | | | | | Table Total | | Table Total | | | Table Total | Average | | Based On | | | | | for Principal | Compensation | for Principal | Compensation | | for Non-PEO | Compensation | | Total | | | | | Executive | Actually Paid | Executive | Actually Paid | | Named | Actually Paid | | Shareholder | Net Income/ | | | | Officer (“PEO”)(1) | to PEO(2) | Officer (“PEO”)(1) | to PEO(2) | | Executive | to Non-PEO | | Return | (Loss) (in | | | Year | Daniel Paterson | Daniel Paterson | Brian Stuglik | Brian Stuglik | | Officers (“NEOs”)(3) | NEOs(4) | | (“TSR”)(5) | thousands)(6) | | | 2023 | $3,626,857 | $3,244,577 | $2,021,126 | $ | 2,202,015 | $622,564 | $ | 659,974 | $31.85 | | (87,367) | | 2022 | $— | $— | $1,030,023 | $ | (1,333,885) | $487,592 | $ | (382,338) | $18.90 | $ | (73,812) | | 2021 | $— | $— | $3,815,344 | $ | 3,571,442 | $1,765,316 | $ | 1,802,045 | $96.24 | $ | (71,200) |

  91. Pay versus Performance

    | (1) The dollar amounts reported in these columns are the amounts of total compensation reported for Mr. Paterson for 2023 and Mr. Stuglik for 2023, 2022 and 2021 for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the “Summary Compensation Table” for additional details. |

  92. Pay versus Performance

    | (2) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to Mr. Paterson in 2023 and to Mr. Stuglik in 2023, 2022 and 2021, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Paterson’s total compensation for 2023 and Mr. Stuglik’s total compensation for 2023, 2022 and 2021 to determine the compensation actually paid: |

  93. Pay versus Performance

    | | Reported | | | | | | Summary | Reported | | | | | Compensation | Value of | Equity Award | Compensation | | | Table Total | Equity | Adjustments(b) | Actually Paid | | Year | for PEO | Awards (a) | (c) | to PEO ($) | | 2023 - Daniel Paterson | $3,626,857 | $(2,729,267) | $2,346,987 | $3,244,577 | | 2023 - Brian Stuglik | $2,021,126 | $(1,126,484) | $1,307,373 | $2,202,015 | | 2022 | $1,030,023 | $— | $(2,363,908) | $(1,333,885) | | 2021 | $3,815,344 | $(2,776,954) | $2,533,052 | $3,571,442 |

  94. Pay versus Performance

    | a) | The reported value of equity awards represents the total of the amounts reported in the “Option Awards” and “Stock Awards” columns in the “Summary Compensation Table” for the applicable year. No equity awards were granted to Mr. Stuglik in 2022. |

  95. Pay versus Performance

    | b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date and; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end |

  96. Pay versus Performance

    | of the prior fiscal year). The amounts deducted or added in calculating the equity award adjustments are as follows: |

  97. Pay versus Performance

    | | | Year over | | | | | | | Year Change | | Year over | | | | Year End | in Fair Value | Fair Value | Year Change | | | | Fair Value of | of | as of Vesting | in Fair Value | | | | Outstanding | Outstanding | Date of | of Equity | | | | and Unvested | and Unvested | Equity | Awards | | | | Equity | Equity | Awards | Granted in | | | | Awards | Awards | Granted and | Prior Years | Total Equity | | | Granted in | Granted in | Vested in the | that Vested | Award | | | the Year | Prior Years | Year | in the Year | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | | 2023 - Daniel Paterson | $2,210,626 | $100,998 | $— | $35,363 | $2,346,987 | | 2023 - Brian Stuglik | $1,076,779 | $185,465 | $— | $45,129 | $1,307,373 | | 2022 | $— | $(1,644,906) | $— | $(719,002) | $(2,363,908) | | 2021 | $2,143,502 | $(67,150) | $112,219 | $344,481 | $2,533,052 |

  98. Pay versus Performance

    | c) | For the equity values included in “Equity Award Adjustments”, the valuation assumptions used to calculate fair values of stock options were materially different from those disclosed at the time of the grant of the stock options. For 2023, we estimated the fair value of stock options at each applicable vesting date and the year-end date utilizing a binomial lattice model. Key inputs included the contractual terms of each agreement such as vesting date, maturity date, and exercise price, while additional key inputs included the closing stock price, volatility, dividend rates, risk free rates, and an early-exercise factor which were all determined as of the revaluation date. The assumptions used in determining fair value of the stock options that vested during 2021 and 2022, or that were outstanding as of December 31, 2021 or December 31, 2022, as applicable, are as follows: |

  99. Pay versus Performance

    | | Options Vested During Year or Outstanding on December 31 of: | | | | 2022 | 2021 | | Risk-free interest rate | 0.97% - 4.24% | 0.22% - 1.30% | | Volatility | 87% - 97% | 88% - 96% | | Dividend yield | — | — | | Expected term (years) | 3.0-5.0 | 2.5-5.0 |

  100. Pay versus Performance

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for our company’s non-PEO named executive officers as a group for each corresponding year in the “Total” column of the Summary Compensation Table. The names of each of the named executive officers included for purposes of calculating the average amounts in each applicable year are as follows: 2023: Mr. Calkins, 2022: Mr. Paterson, Mr. Gagnon and Mr. Calkins and 2021: Mr. Paterson and Mr. Gagnon. |

  101. Pay versus Performance

    | (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO named executive officers as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO |

  102. Pay versus Performance

    | named executive officers as a group for each year to determine the compensation actually paid, using the same methodology and valuation assumptions described above in Note (2): |

  103. Pay versus Performance

    | | Reported | | | | | | Summary | | | | | | Compensation | Reported | | Compensation | | | Table Total | Value of | Equity | Actually Paid | | | for Non-PEO | Equity | Award | to Non-PEO | | Year | NEOs | Awards | Adjustments | NEOs ($) | | 2023 | $622,564 | $(220,731) | $258,141 | $659,974 | | 2022 | $487,592 | $(21,627) | $(848,303) | $(382,338) | | 2021 | $1,765,316 | $(1,105,425) | $1,142,153 | $1,802,044 |

  104. Pay versus Performance

    | a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  105. Pay versus Performance

    | | | Year over | | | | | | | Year Change | | Year over | | | | Year End | in Fair Value | Fair Value | Year Change | | | | Fair Value of | of | as of Vesting | in Fair Value | | | | Outstanding | Outstanding | Date of | of Equity | | | | and Unvested | and Unvested | Equity | Awards | | | | Equity | Equity | Awards | Granted in | | | | Awards | Awards | Granted and | Prior Years | | | | Granted in | Granted in | Vested in the | that Vested | Total Equity Award | | | the Year | Prior Years | Year | in the Year | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | | 2023 | $234,163 | $20,794 | $— | $3,184 | 258,141 | | 2022 | $4,168 | $(624,042) | $— | $(228,429) | $(848,303) | | 2021 | $860,291 | $(58,631) | $— | $340,493 | $1,142,153 |

  106. Pay versus Performance

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our Company’s share price at the end and the beginning of the measurement period by our Company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2023, 2022 or 2021. |

  107. Pay versus Performance

    | (6) The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |

  108. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid,” as computed in accordance with Item 402(v) of Regulation S-K, for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. We do not utilize TSR or net loss in our executive compensation program. However, we do utilize several other performance measures to align executive compensation with our performance. As described in more detail above in the section “Company Performance Highlights” and “2023 Base Salary and Bonus”, our named executive officers are eligible to receive compensation that consists in part of annual performance-based cash bonuses that are designed to (i) provide appropriate incentives to our executives to achieve defined annual corporate goals and (ii) reward our executives for individual achievement towards these goals. Additionally, we view equity awards, which are an integral part of our executive compensation program, as reflective of Company performance because, despite not being directly tied to TSR, they provide value if the market price of our common stock increases, and if the executive officer continues in our employment over the vesting period. These equity awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. With respect to net income (loss), because we are not a commercial-stage company, we did not have any revenue during the periods presented, other than revenue associated with our sale of COPIKTRA to Secura Bio, Inc. Consequently, our Company has not historically looked to net income (loss) as a performance measure for our executive compensation program. In 2023, 2022 and 2021, our net income (loss) has largely remained the same. The following graph illustrates the relationship during 2023, 2022 and 2021 of the “compensation actually paid” for our PEO and other non-PEO named executive officers to our TSR, as calculated pursuant to SEC rules: