DEF 14A of Voyager Therapeutics, Inc.
Filed Apr 25, 2024 · FY20230001558370-24-005793
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board of Directors is authorized to have, and currently consists of, ten members. The Board of Directors is divided into three classes. One class is elected each year at the annual meeting of stockholders for a term of three years. Vacancies on the Board of Directors are filled exclusively by the affirmative vote of a majority of the remaining directors, even if less than a quorum is present, and not by stockholders. A director elected by the Board of Directors to fill a vacancy in a class shall hold office for the remainder of the full term of that class, and until the director’s successor is duly elected and qualified or until his or her earlier death, resignation, or removal. The Board of Directors currently consists of four Class I directors, Grace E. Colón, Ph.D., Catherine J. Mackey, Ph.D., Glenn Pierce, M.D., Ph.D., and George Scangos, Ph.D., whose terms expire at the 2025 annual meeting of stockholders; three Class II directors, Steven Hyman, M.D., James A. Geraghty, and Alfred Sandrock, M.D., Ph.D., whose terms expire at the 2026 annual meeting of stockholders; and three Class III directors, Michael Higgins, Jude Onyia, Ph.D., and Nancy Vitale, whose terms expire at the Annual Meeting. The terms of the Class III directors are scheduled to expire on the date of the upcoming Annual Meeting. On March 27, 2024, based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors nominated Michael Higgins, Jude Onyia, Ph.D., and Nancy Vitale for election by the stockholders as Class III directors at the upcoming Annual Meeting. If elected, each nominee will serve as a director until the 2027 annual meeting of stockholders and until such nominee’s successor is duly elected and qualified, or until such nominee’s earlier death, resignation, or removal. The names of and certain information about the directors in each of the three classes are set forth below. There are no family relationships among any of our directors or executive officers. It is intended that the proxy in the form presented will be voted, unless otherwise indicated, for the election of the Class III director nominees to the Board of Directors. The proxy cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any of the nominees should for any reason be unable or unwilling to serve at any time prior to the Annual Meeting, the proxies will be voted for the election of such substitute nominee as the Board of Directors may designate.
Nominees for Class III Directors
Nominees for Class III Directors The name of the nominees for Class III directors and certain information about each nominee as of April 8, 2024 are set forth below.
Nominees for Class III Directors
| | | Director | | | Name | Positions and Offices Held with Voyager | Since | Age | | Michael Higgins | Director | 2015 | 61 | | Jude Onyia, Ph.D. | Director | 2023 | 60 | | Nancy Vitale | Director | 2020 | 53 |
Nominees for Class III Directors
Set forth below are the biographies of each director, as well as a discussion of the particular experience, qualifications, attributes, and skills that led the Board of Directors to conclude that each person nominated to serve or currently serving on the Board of Directors should serve as a director. In addition to the information presented below, we believe that each director nominee meets the minimum qualifications established by the Nominating and Corporate Governance Committee. The process of the Board of Directors and its committees to identify and evaluate candidates for director nominees, as well as the applicable minimum qualifications for director nominees, is described below under the heading “Corporate Governance – Board and Committee Matters.”
Director Nominees for Election for a Three-Year Term Ending at the 2027 Annual Meeting of Stockholders
Director Nominees for Election for a Three-Year Term Ending at the 2027 Annual Meeting of Stockholders Michael Higgins Mr. Higgins was appointed Chairman of the Board in June 2019. He has been a member of the Board of Directors since July 2015 and also served as our Interim President and Chief Executive Officer from June 2021 to March 2022. Mr. Higgins has served as chairman of the Boards of Directors of Pulmatrix, Inc., a publicly-traded biopharmaceutical company, since April 2020, and Nocion Therapeutics, Inc., a privately-held biopharmaceutical company, or Nocion, since September 2020. Mr. Higgins has also served as a member of the Boards of Directors of Cyclerion Therapeutics, Inc., a publicly-traded biopharmaceutical company, since November 2023; Nocion, since September 2020; Camp4 Therapeutics Corporation, a privately-held biopharmaceutical company, since October 2017; and Sea Pharmaceuticals, LLC, a privately-held pharmaceutical company, since October 2016. Mr. Higgins previously served as a member of the Boards of Directors of Genocea Biosciences Inc., a publicly-traded immuno-oncology company, from February 2015 to May 2022. Mr. Higgins is a serial entrepreneur who has helped launch and build numerous companies during his career. He served as Entrepreneur-in-Residence at Polaris Partners, an investment company, from 2015 to 2020. From 2003 to 2014 he served as Senior Vice President, Chief Operating Officer at Ironwood Pharmaceuticals Inc, a biopharmaceutical company. Prior to 2003, Mr. Higgins held a variety of senior business positions at Genzyme Corporation, including Vice President of Corporate Finance and Vice President of Business Development. Mr. Higgins earned a B.S. from Cornell University and an M.B.A. from the Amos Tuck School of Business at Dartmouth College. We believe that Mr. Higgins’ financial and business expertise, including his diversified background as an executive officer in public pharmaceuticals companies and service on the Boards of Directors of other life sciences companies, qualifies him to serve as a member of the Board of Directors. Jude Onyia, Ph.D. Dr. Onyia has been a member of the Board of Directors since February 2023. Dr. Onyia has served as the Chief Scientific Officer of Neurocrine since November 2021 and leads the drug discovery and non-clinical development teams. Dr. Onyia previously served as the Chief Scientific Officer of Capsida Biotherapeutics, Inc., a gene therapy platform company, from June 2021 to November 2021. From January 1995 to June 2021, Dr. Onyia served in various roles of increasing responsibility with Eli Lilly and Company, a pharmaceutical company, including as Vice President of Biotechnology Discovery Research from September 2014 to June 2021. Dr. Onyia holds a B.S. in forest biology from the State University of New York (SUNY) College of Environmental Science and Forestry, and a Ph.D. in cell and molecular biology from the SUNY Health Science Center at Syracuse. We believe Dr. Onyia’s more than 25 years of experience in leading research and development in large and small biopharmaceutical and biotechnology companies qualifies him to serve on the Board of Directors. Nancy Vitale Ms. Vitale has been a member of the Board of Directors since September 2020. Ms. Vitale has served as Chief People Officer at Omada Health, Inc., since January 2022. She has also served as a Co-Founder at Partners for Wellbeing, LLC, a boutique human resources consulting firm, since July 2019, and served as Managing Partner from July 2019 January 2022. Previously, Ms. Vitale served in various human resources leadership roles at biotechnology company Genentech, Inc., a member of the Roche Group, from September 2006 to July 2019, including Chief Human Resources Officer and Senior Vice President. Prior to her time at Genentech, Ms. Vitale served as Head of Human Resources, Gillette North America Commercial Operations at Procter & Gamble, a consumer goods company, from April 2004 to August 2006 and as Vice President of Human Resources at Cigna Corporation, a health service company, from April 2001 to April 2004. Ms. Vitale served on the Board of Directors for the Make-A-Wish Foundation from January 2017 to July 2021. Ms. Vitale received a B.B.A. from the University of Michigan and a M.B.A. from the Goizueta Business School at Emory University. We believe Ms. Vitale’s business and human resources expertise, including her experience as a human resources executive in the biotechnology industry, qualifies her to serve as a member of the Board of Directors.
Continuing Directors Not Standing for Election or Re-Election
Continuing Directors Not Standing for Election or Re-Election The names of and certain information as of April 8, 2024 about the members of the Board of Directors who are not standing for election or re-election at this year’s Annual Meeting are set forth below.
Continuing Directors Not Standing for Election or Re-Election
| | | Director | | | Name | Positions and Offices Held with Voyager | Since | Age | | Grace E. Colón, Ph.D. | Director | 2023 | 57 | | Catherine J. Mackey, Ph.D. | Director | 2022 | 68 | | Glenn Pierce, M.D., Ph.D. | Director | 2017 | 68 | | George Scangos, Ph.D. | Director | 2023 | 76 | | Steven Hyman, M.D. | Director | 2015 | 71 | | James A. Geraghty | Director | 2014 | 69 | | Alfred Sandrock, M.D., Ph.D. | Director, President and Chief Executive Officer | 2022 | 66 |
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 Grace E. Colón, Ph.D. Dr. Colón has been a member of the Board of Directors since January 2023. From March 2013 to September 2022, Dr. Colón served as President, Chief Executive Officer and Director of InCarda Therapeutics, Inc., a privately-held biopharmaceutical company, where she oversaw advancement of the lead cardiovascular program from pre-clinical stage to Phase 3. She has also served as a member of the Board of Directors of CareDx, Inc., a publicly-traded molecular diagnostics company, since July 2019, Chair of the Boards of Directors of privately-held biotechnology company Bloom Science, Inc. since May 2023 and privately-held consumer health tools company Emm Technology Ltd. since March 2023, and a member of the Board of Directors and co-founder of biotechnology company Inaya Therapeutics, Inc. since July 2023. She previously served as the Executive Chair and a member of the Board of Directors of ProterixBio, Inc. (formerly Bioscale, Inc.), a privately-held diagnostics company, from November 2016 to December 2023, and served as President and Chief Executive Officer of ProterixBio from February 2015 to October 2016. Dr. Colón also served in various capacities with New Science Ventures, a venture capital firm, including as Partner from January 2014 to June 2016 and Senior Advisor from July 2016 through June 2019. Prior to her time at New Science Ventures, her experiences include roles such as Senior Vice President and the founding President of the Industrial Products Division at Precigen, Inc. (formerly Intrexon Corporation), a publicly-traded biopharmaceutical company, from October 2010 to May 2012; in various capacities of increasing responsibility at Gilead Sciences, Inc., a publicly-traded biopharmaceutical company, from February 2005 to August 2010, most recently as head of Clinical Operations; and as Vice President of Corporate Planning at Affymetrix, Inc., a publicly-traded genomics company (acquired by Thermo Fisher Scientific, Inc.), from August 2000 to January 2005. Previously, Dr. Colón served as a member of the Boards of Directors of Cocoon Biotech, Inc., a privately-held biotechnology company, from October 2016 to March 2020; InterLink AI (formerly PerceptiMed, Inc.), a privately-held healthcare technology company, from January 2015 to June 2019; and Paradigm Diagnostics, Inc., a privately-held molecular diagnostics company (acquired by Exact Sciences Corp.), from February 2017 to June 2019. Dr. Colón currently also serves as a term member of the Massachusetts Institute of Technology Corporation (MIT Board of Trustees) and member of the Board of Directors of the Biotechnology Innovation Organization. In March 2024, Dr. Colón was elected as a Fellow of the American Institute for Medical and Biological Engineering (AIMBE). Dr. Colón received her Ph.D. in chemical engineering from the Massachusetts Institute of Technology, where she was a National Science Foundation Fellow, and earned a B.S. in chemical engineering from the University of Pennsylvania, where she was a Benjamin Franklin Scholar. We believe Dr. Colón’s more than 25 years of experience in leading biopharma, genomics, healthcare and industrial biotechnology companies, serving as a venture capital partner, and service on the Boards of Directors of other life sciences companies qualifies her to serve on the Board of Directors. Catherine J. Mackey, Ph.D. Dr. Mackey has been a member of the Board of Directors since August 2022. Dr. Mackey has served on the Boards of Directors of publicly-traded biotechnology companies IDEAYA Biosciences, Inc. since April 2022 and Avid Bioservices, Inc. since July 2019. She previously served as the Chair of the Board of Directors of Cour Pharmaceuticals Development Co., Inc., a privately-held, clinical-stage company focused on immunomodulation, from May 2014 to December 2022. She also previously served as a member of the Boards of Directors of publicly-traded biotechnology company Trillium Therapeutics Inc. from June 2021 to November 2021, when Trillium was acquired by Pfizer Inc.; publicly-traded biopharmaceutical company Poseida Therapeutics, Inc. from January 2019 to June 2021; and publicly-traded biopharmaceutical company GW Pharmaceuticals plc from December 2017 to May 2021, when GW Pharmaceuticals was acquired by Jazz Pharmaceuticals. Dr. Mackey previously served as Senior Vice President, Pfizer Global Research and Development, and Director, La Jolla Laboratories, of Pfizer, Inc from 2001 to 2010. Dr. Mackey earned her B.S. and Ph.D. in microbiology from Cornell University. We believe Dr. Mackey’s more than 30 years of experience in leading biotechnology research, development, and operations in large life sciences companies and service on the Boards of Directors of other life sciences companies qualifies her to serve on the Board of Directors. Glenn Pierce, M.D., Ph.D. Dr. Pierce has been a member of the Board of Directors since January 2017 and also served as our Interim Chief Scientific Officer from June 2021 to June 2022 and our consultant from June 2022 to June 2023. Dr. Pierce served as consultant at Ambys Medicines, a biotechnology company, from August 2020 to March 2022 and previously served as Chief Medical Officer of Ambys from August 2018 to August 2020. Since August 2014, Dr. Pierce has served as a consultant to several biotechnology companies. He has served as an Entrepreneur-in-Residence at Third Rock Ventures, LLC, a life sciences venture capital firm focused on the formation, development and strategy of new companies, since January 2016. He retired from Biogen Idec, Inc., a biotechnology company, in May 2014, where he had worked since March 2009 and most recently served as Senior Vice President leading the Hematology, Cell and Gene Therapies division. Prior to Biogen, he served in a variety of biotechnology and biopharmaceutical companies, including Bayer AG, Inspiration Pharma Ltd., Avigen, Inc., Selective Genetics, Inc., and Amgen, Inc. in the areas of tissue regeneration and hematology research, development, or both. Dr. Pierce is the co-author of more than 170 scientific papers, and an inventor on more than 15 patents, and he has contributed to the development of a number of novel marketed proteins. He served on the Medical and Scientific Advisory Council, the Board of Directors and was President of the Board of Directors of the National Hemophilia Foundation during a span of two decades. Dr. Pierce also served on the Blood Products Advisory Committee at the U.S. Food and Drug Administration and the Committee on Blood Safety and Availability at the U.S. Department of Health and Human Services. He has served on the Board of Directors of the World Federation of Hemophilia since 2015 and as the organization’s Vice President, Medical since 2018. Dr. Pierce also served on the Board of Directors of publicly-traded biopharmaceutical company Global Blood Therapeutics, Inc. (acquired by Pfizer, Inc.) from February 2016 to October 2022. Dr. Pierce received a B.A. in Biology, an M.D., and a Ph.D. in immunology, all from Case Western Reserve University in Cleveland, and completed his postgraduate training in pathology and hematology research at Washington University in St. Louis. We believe Dr. Pierce’s more than 35 years of experience in leading biotechnology research and development in small and large, public and private biotechnology and biopharmaceutical companies qualifies him to serve on the Board of Directors.
Class I Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders
George Scangos, Ph.D. Dr. Scangos has been a member of the Board of Directors since May 2023. Dr. Scangos has served as a member of the board of directors of Vir Biotechnology, Inc., an immunology company, since January 2017 and served as its President and Chief Executive Officer from January 2017 to April 2023. From July 2010 to December 2016, Dr. Scangos served as Chief Executive Officer and as a member of the board of directors of Biogen Inc., a biotechnology company. Dr. Scangos served as President and Chief Executive Officer of Exelixis, Inc., a drug discovery and development company, from October 1996 to July 2010 and as a member of its board of directors from October 1996 to May 2020. From 1987 to 1996, Dr. Scangos served in positions of increasing responsibility at Bayer Corporation, a biotechnology company, culminating with his service as President of Biotechnology from 1993 to 1996. Before joining Bayer, Dr. Scangos was a Professor of Biology at Johns Hopkins University. Dr. Scangos also currently serves on the boards of directors of Agilent Technologies, Inc., a publicly traded life sciences, diagnostics and applied chemical analysis company, Octave Bioscience, Inc., a privately-held company developing precision medicine approaches for neurodegenerative diseases, and Rezo Therapeutics, Inc., a privately-held biotechnology company elucidating the networks involved in a variety of diseases. Dr. Scangos served as Chair of Pharmaceutical Research and Manufacturers of America in 2016, and as the Chair of the California Healthcare Institute in 2010. He was a member of the board of directors of the Global Alliance for TB Drug Development from 2006 until 2010. Dr. Scangos currently serves on the Board of Directors of the Bay Area chapter of Life Science Cares, an organization devoted to using the resources of the biotechnology industry to help individuals from disadvantaged backgrounds. Dr. Scangos received his B.A. in Biology from Cornell University and a Ph.D. in Microbiology from the University of Massachusetts. We believe Dr. Scangos’ experience as a senior executive and service on the Boards of Directors of other life sciences companies qualifies him to serve on the Board of Directors.
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 Steven Hyman, M.D. Dr. Hyman has been a member of the Board of Directors since September 2015. He has served as director of the Stanley Center for Psychiatric Research at the Broad Institute of Harvard and MIT and as a Core Faculty Member of the Broad Institute since March 2012. Dr. Hyman has served as a Harvard University Distinguished Service Professor of Stem Cell and Regenerative Biology since July 2011. He has served as a member of the Board of Directors of publicly-traded biotechnology company Cyclerion Therapeutics, Inc. since July 2022. From December 2001 to June 2011, he served as Provost of Harvard University, the University’s chief academic officer. From 1996 to 2001, he served as Director of the U.S. National Institute of Mental Health, where he emphasized investment in neuroscience and emerging genetic technologies. He was elected to the Institute of Medicine in 2000, renamed to the National Academy of Medicine, where he completed his second term on the Governing Council from 2012 to 2018, and has chaired the Forum on Neuroscience and Nervous Systems Disorders, which brings together government, industry, patient groups, and academia (2012 to 2018). He also served on the governing board of the National Research Council, the operating arm of the U.S. National Academies, from 2016 to 2018. He is a fellow of the American Academy of Arts and Sciences, a fellow of the American Association for the Advancement of Science, former president of the Society for Neuroscience, former president of the American College of Neuropsychopharmacology, and a Distinguished Life Fellow of the American Psychiatric Association. Dr. Hyman has served as Board Chair of the Charles A. Dana Foundation (NY) since April 2018. Dr. Hyman received a B.A. from Yale College, an M.A. from the University of Cambridge, which he attended as a Mellon fellow, and an M.D. from Harvard Medical School. We believe that Dr. Hyman’s extensive knowledge of neuroscience combined with his leadership skills qualifies him to serve as a member of the Board of Directors. James A. Geraghty Mr. Geraghty has been a member of the Board of Directors since January 2014. He has served as Chairman of the Boards of Directors of publicly-traded biotechnology company Pieris Pharmaceuticals since December 2017 and privately-held biotechnology company CanBridge Pharma since May 2020, and as a member of the Boards of Directors of publicly-traded biotechnology company Fulcrum Therapeutics, Inc. since July 2016, and privately-held biotechnology company OMass Therapeutics Limited since May 2023. Mr. Geraghty previously served as Chairman of the Board of Directors of publicly-traded biopharmaceutical company Orchard Therapeutics plc from June 2018 to February 2024 and a member of the Board of Directors of Aceragen Inc. (formerly Idera Pharmaceuticals, Inc.) from May 2013 to March 2023, which was publicly-traded prior to its liquidation in 2023. He served as an Entrepreneur-in-Residence at Third Rock Ventures from May 2013 to October 2016. Mr. Geraghty served as Senior Vice President, North America Strategy and Business Development at Sanofi from February 2011 to October 2013. Earlier, he held many roles at Genzyme Corporation from 1992 to 2011, including Senior Vice President of International Development and an executive officer, President of Genzyme Europe, and General Manager of Genzyme’s cardiovascular business. He also served as Chairman, President and CEO of GTC Biotherapeutics. Mr. Geraghty received a B.A. from Georgetown University, an M.S. from the University of Pennsylvania, and a J.D. from Yale Law School. We believe Mr. Geraghty’s experience as a senior executive and service on the Boards of Directors of other life sciences companies qualifies him to serve on the Board of Directors. Alfred Sandrock, M.D., Ph.D. Dr. Sandrock has been a member of the Board of Directors since February 2022 and has served as our President and Chief Executive Officer since March 2022. From February 1998 to December 2021, Dr. Sandrock served in positions of increasing responsibility at Biogen Inc., culminating in his service as Executive Vice President, Research and Development from October 2019 to December 2021. Dr. Sandrock also served in various Chief Medical Officer roles from 2012 to 2020, including as Executive Vice President, Chief Medical Officer for Biogen from October 2015 to January 2020, and served on Biogen’s Executive Committee from June 2013 to December 2021. Dr. Sandrock held other senior executive positions at Biogen during his tenure, including Group Senior Vice President and Chief Medical Officer, Chief Medical Officer and Senior Vice President of Development Sciences, Senior Vice President of Neurology Research and Development, and Vice President of Clinical Development, Neurology. Dr. Sandrock has served on the Boards of Directors of privately-held biotechnology companies Atalanta Therapeutics, Inc. since March 2022, Verge Genomics Inc. since February 2022, Transition Bio, Inc. since February 2022 and Neurimmune, Inc. since February 2022. Dr. Sandrock served on the Boards of Directors of publicly-traded biotechnology company Neurocrine Biosciences, Inc., from September 2015 to May 2020 and privately-held biotechnology companies Praxis Precision Medicines, Inc. from May 2017 to February 2020 and Disarm Therapeutics, Inc. from April 2017 to October 2020. Dr. Sandrock earned a B.A. in human biology from Stanford University, an M.D. from Harvard Medical School, and a Ph.D. in neurobiology from Harvard University. We believe Dr. Sandrock’s experience as a senior executive and service on the Boards of Directors of other life sciences companies qualifies him to serve on the Board of Directors. Directors will be elected by a plurality of the votes properly cast by the stockholders on this proposal at the Annual Meeting. The proposal for the election of directors relates solely to the election of Class III directors nominated by the Board of Directors. Broker “non-votes” and proxies marked to withhold authority with respect to one or more Class III directors will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the election. The Board of Directors recommends that stockholders vote FOR the election of the Class III director nominees listed above.
Executive Officer and Director Compensation
Executive Officer and Director Compensation See “Executive Compensation” and “Director Compensation” for information regarding compensation of directors and executive officers.
Board and Committee Matters
| ● | reviewing and making recommendations to the Board of Directors with respect to director compensation; |
Overview
| ● | align executive officers’ incentives with our corporate strategies, business objectives and the long-term interests of our stockholders; and |
Overview
| ● | increase the incentive to achieve key strategic performance measures by linking incentive award opportunities to the achievement of performance objectives and by providing a portion of total compensation for executive officers in the form of ownership in the Company. |
Executive Compensation Components
| Voyager 2023 Compensation Peer Group | | | | 4D Molecular Therapeutics, Inc. | Foghorn Therapeutics, Inc. | Selecta Biosciences, Inc. | | Adicet Bio, Inc. | Homology Medicines, Inc. | Stoke Therapeutics, Inc. | | Adverum Biotechnologies, Inc. | Immuneering Corporation | Taysha Gene Therapies, Inc. | | Atreca, Inc. | Monte Rosa Therapeutics, Inc. | Tenaya Therapeutics, Inc. | | Dyne Therapeutics, Inc. | Ovid Therapeutics, Inc. | Vor Biopharma Inc. | | Entrada Therapeutics, Inc. | Prelude Therapeutics Inc | Wave Life Sciences Ltd. |
Equity Incentive Compensation
Equity Incentive Compensation Equity incentive grants to our named executive officers are made at the discretion of the Compensation Committee under the terms of our stock option plans. Equity incentive grants for the Chief Executive Officer are approved by the full Board of Directors based on the recommendation of the Compensation Committee. We believe that equity incentives subject to vesting over time or upon achievement of performance objectives can be an effective vehicle for the long-term element of compensation, as these awards align individual and team performance with the achievement of our strategic and financial goals over time, and with stockholders’ interests, and create incentives that foster employee retention. We create equity incentive award packages that combine stock options and restricted stock units to further align individual performance with achievement of our corporate goals. Stock options, which have exercise prices equal to at least fair market value of our common stock on the date of grant, reward executive officers only if the stock price increases from the date of grant. Stock options granted to new hires generally vest over four years, with 25% vesting on the one-year anniversary and 75% vesting ratably, on a monthly basis, over the remaining three years, based on continued service with the Company through each vesting date. Stock options granted as part of the Company’s annual compensation cycle generally vest ratably, on a monthly basis, over four years. Restricted stock units generally vest over a three-year period, with 33% of the restricted stock units vesting on the first anniversary, 33% of the restricted stock units vesting on the second anniversary, and the remaining restricted stock units vesting on the third anniversary of the grant date, based on continued service with the Company through each vesting date. In 2023, the Compensation Committee made stock option and restricted stock unit grants to our named executive officers as specified in the “Outstanding Equity Awards at Fiscal Year End Table—2023” below, with the full Board of Directors approving Dr. Sandrock’s awards in connection with his continued service as President and Chief Executive Officer, and Ms. Fahey Sandell’s awards in connection with her commencement of employment.
Summary Compensation Table
Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, and paid during the fiscal years ended December 31, 2023 and 2022 to any individual who served as our principal executive officer during 2023, the two most highly-compensated executive officers (other than those individuals who served as Chief Executive Officer) who were serving as executive officers at the end of the fiscal year ended December 31, 2023. All of these individuals are our named executive officers for 2023:
Summary Compensation Table
| | | | | | | Non‑equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | Alfred Sandrock, M.D., Ph.D. | 2023 | 624,000 | — | 891,600(5) | 1,266,263(6) | 377,520 | 13,050 | 3,172,433 | | Chief Executive Officer, President, and Director | 2022 | 525,414(7) | 50,000(8) | 855,000(9) | 5,715,650(10) | 250,000 | 10,385 | 7,406,449 | | Jacquelyn Fahey Sandell | 2023 | 207,692(11) | — | 472,750(12) | 895,885(13) | 93,960 | 7,010 | 1,677,297 | | Chief Legal Officer | | | | | | | | | | Robin Swartz | 2023 | 449,400 | — | 297,200(14) | 422,088(15) | 199,534 | 13,050 | 1,381,272 | | Chief Operating Officer | | | | | | | | |
Summary Compensation Table
| (1) Amounts represent the aggregate grant-date fair value of restricted stock unit awards granted to our named executive officers in 2023 and 2022 computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K as filed with the SEC for the year ended December 31, 2023. The amounts above reflect our aggregate accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the named executive officers. |
Summary Compensation Table
| (2) Amounts represent the aggregate grant-date fair value of option awards granted to our named executive officers in 2023 and 2022 computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K as filed with the SEC for the year ended December 31, 2023. The amounts above reflect our aggregate accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the named executive officers. |
Summary Compensation Table
| (3) Amounts represent each executive’s 2023 performance-based variable cash bonus, which was earned for the 2023 performance year and paid in February 2024, and each executive’s 2022 performance-based variable cash bonus, which was earned for the 2022 performance year and paid in February 2023. |
Summary Compensation Table
| (4) All Other Compensation for each of our named executive officers for years 2023 and 2022 is comprised of company 401(k) matching contributions. |
Summary Compensation Table
| (5) Dr. Sandrock was granted a restricted stock unit award on February 17, 2023, in connection with his ongoing service as our President and Chief Executive Officer. The restricted stock unit award vests and becomes settleable, subject to Dr. Sandrock’s continued service as an employee on each applicable vesting date with one-third of the award vesting on each of the first, second and third anniversaries of the grant date. |
Summary Compensation Table
| (6) Dr. Sandrock was granted a stock option award on February 17, 2023, in connection with his ongoing service as our President and Chief Executive Officer. The shares underlying this option vest and become equitable in equal monthly installments over 48 months thereafter, subject to Dr. Sandrock’s continued service as an employee on each applicable vesting date. |
Summary Compensation Table
| (7) Dr. Sandrock joined the Company as President and Chief Executive Officer effective March 2022, and accordingly his base salary was pro-rated for service performed. Includes (a) $6,183 paid to Dr. Sandrock in retainer fees for his services as a non-employee director, a member of our Executive Committee, and a member of our Science and Technology Committee from February 2022 through March 2022, and (b) $60,000 in consulting fees paid to Dr. Sandrock for services performed between February 2022 and March 2022 when he served as our consultant prior to commencing service as our President and Chief Executive Officer. |
Summary Compensation Table
| (8) Pursuant to the Sandrock Employment Agreement, Dr. Sandrock received a signing bonus of $50,000. |
Summary Compensation Table
| (9) Dr. Sandrock was granted a restricted stock unit award on March 22, 2022, in connection with the commencement of his service as our President and Chief Executive Officer. The restricted stock unit award vests and becomes settleable, subject to Dr. Sandrock’s continued service as an employee of the Company on each applicable vesting |
Summary Compensation Table
| date, as follows, commencing on April 1, 2022: 25% of the shares underlying the restricted stock unit award will vest on the first anniversary of the vesting commencement date and an additional 25% of the shares underlying the restricted stock unit award will vest at the end of each one-year period following the first anniversary of the vesting commencement date until the four-year anniversary of the vesting commencement date. |
Summary Compensation Table
| (10) Dr. Sandrock was granted stock option awards on February 7, 2022, and March 22, 2022 in connection with the commencement of his service as our director and as our President and Chief Executive Officer, respectively. The shares underlying the stock option award from February 7, 2022, vest and become exercisable in equal quarterly installments over four years thereafter, subject to Dr. Sandrock’s continued service as a director of the Company on each applicable vesting date. The shares underlying the stock option award from March 22, 2022 vest and become exercisable, subject to Dr. Sandrock’s continued service as an employee of the Company on each applicable vesting date, as follows: 25% of the shares will vest on the first anniversary of the grant date, and an additional 2.0833% of the shares will vest on a monthly basis at the end of each one-month period following the first anniversary of the grant date until the four-year anniversary of the grant date. |
Summary Compensation Table
| (11) Ms. Fahey Sandell joined the Company as Chief Legal Officer effective July 10, 2023, and accordingly her base salary was prorated for service performed. |
Summary Compensation Table
| (12) Ms. Fahey Sandell was granted a restricted stock unit award on October 1, 2023, in connection with the commencement of her service as our Chief Legal Officer. The restricted stock unit award vests and becomes settleable, subject to Ms. Fahey Sandell’s continued service as an employee of the Company on each applicable vesting date, over a three-year period with one-third of the award vesting on each of the first, second and third anniversaries of the grant date. |
Summary Compensation Table
| (13) Ms. Fahey Sandell was a granted stock option award on July 10, 2023, in connection with the commencement of her service as our Chief Legal Officer. The shares underlying this option vest and become exercisable, subject to Ms. Fahey Sandell’s continued service as an employee of the Company on each applicable vesting date, as follows: 25% of the shares will vest on the first anniversary of the grant date, and an additional 2.0833% of the shares will vest on a monthly basis at the end of each one-month period following the first anniversary of the grant date until the four-year anniversary of the grant date. |
Summary Compensation Table
| (14) Ms. Swartz was granted a restricted stock unit award on February 17, 2023, in connection with her ongoing service as our Chief Operating Officer. The restricted stock unit award vests and becomes settleable subject to Ms. Swartz’s continued service as an employee on each applicable vesting date with one-third of the award vesting on each of the first, second and third anniversaries of the grant date. |
Summary Compensation Table
| (15) Ms. Swartz was granted a stock options award on February 17, 2023, in connection with her ongoing service as our Chief Operating Officer. The shares underlying this option vest and become exercisable in equal monthly installments over 48 months thereafter, subject to Ms. Swartz’s continued service as an employee on each applicable vesting date. |
Potential payments provided upon termination of named executive officers currently employed by the Company
Potential payments provided upon termination of named executive officers currently employed by the Company We have entered into employment agreements with each of Dr. Sandrock, Ms. Fahey Sandell, and Ms. Swartz, the material terms of each of which have been approved by the Compensation Committee and by the Board of Directors. These employment agreements reaffirm the executive’s position with the Company and provide for at-will employment. Pursuant to the applicable employment agreement, each of Dr. Sandrock, Ms. Fahey Sandell, and Ms. Swartz will be eligible to receive certain payments and benefits in the event that his or her employment is terminated by us without “cause” (as defined in the applicable employment agreement), or in the event that he or she terminates his or her employment with “good reason” (as defined in the applicable employment agreement), as summarized below. In the event that Dr. Sandrock, Ms. Fahey Sandell, or Ms. Swartz terminates his or her employment with “good reason” or is terminated without “cause,” he or she is eligible to receive 12 months of base salary continuation, a pro rata portion of his or her target performance-based cash compensation for that fiscal year based on the number of days worked in that fiscal year at the time of termination, and 12 months of COBRA continuation medical benefits subsidized by us provided that he or she executes and does not revoke a separation agreement and release of claims in favor of us and our affiliates. In the event that Dr. Sandrock, Ms. Fahey Sandell, or Ms. Swartz terminates his or her employment with “good reason” or is terminated without “cause” within the period ending 12 months following the consummation of a “sale event” (as defined in the applicable employment agreement), he or she will be eligible to receive 12 months of base salary continuation, a pro rata portion of his or her target performance-based cash compensation for that fiscal year based on the number of days worked in that fiscal year at the time of termination, 12 months of COBRA continuation medical benefits subsidized by us, and all of his or her equity awards shall immediately accelerate and become fully exercisable or non-forfeitable as of the date of termination, provided that he or she executes and does not revoke a separation agreement and release of claims in favor of us and our affiliates.
Outstanding Equity Awards at Fiscal Year-End Table—2023
Outstanding Equity Awards at Fiscal Year-End Table—2023 The following table summarizes, for each of the named executive officers, the number of shares of common stock underlying outstanding stock options and number of shares of restricted stock awards held as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End Table—2023
| | Option Awards | | | | Stock Awards | | | | Number of | Number of | | | Number of | Market Value of | | | Securities | Securities | | | Shares or | Shares or | | | Underlying | Underlying | | | Units of | Units of | | | Unexercised | Unexercised | Option | Option | Stock That | Stock that | | | Options (#) | Options (#) | Exercise | Expiration | Have Not | Have Not | | Name | Exercisable | Unexercisable | Price ($) | Date | Vested (#) | Vested ($)(1) | | Alfred Sandrock, M.D., Ph.D. | 19,250 | 24,750(2) | 3.32 | 2/7/2032 | | | | | 411,512 | 529,088(3) | 8.55 | 3/22/2032 | | | | | | | | | 75,000(4) | 633,000 | | | 50,000 | 190,000(5) | 7.43 | 2/17/2033 | | | | | | | | | 120,000(6) | 1,012,800 | | Jacquelyn Fahey Sandell | — | 122,000(7) | 10.18 | 7/10/2033 | | | | | | | | | 61,000(8) | 514,840 | | Robin Swartz | 55,781 | 20,719(9) | 8.43 | 1/11/2031 | | | | | | | | | 4,333(10) | 36,571 | | | 57,500 | 62,500(11) | 2.85 | 1/13/2032 | | | | | | | | | 13,333(12) | 112,531 | | | 29,792 | 35,208(13) | 3.32 | 2/7/2032 | | | | | 16,666 | 63,334(14) | 7.43 | 2/17/2033 | | | | | | | | | 40,000(15) | 337,600 |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (1) The value of restricted stock unit awards is based on the closing price of our common stock on the Nasdaq Global Select Market on December 29, 2023, which was $8.44 per share. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (2) Dr. Sandrock’s stock option award to purchase 44,000 shares of our common stock were granted on February 7, 2022. The shares underlying this option award vest and become exercisable in equal quarterly installments over four years thereafter, subject to Dr. Sandrock’s continued service as a director on each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (3) Dr. Sandrock’s stock option award to purchase 940,600 shares of our common stock was granted on March 22, 2022. The shares underlying this option vest and become exercisable, subject to Dr. Sandrock’s continued service as an employee on each applicable vesting date, as follows: 25% of the shares will vest on the first anniversary of the grant date, and an additional 2.0833% of the shares will vest on a monthly basis at the end of each one-month period following the first anniversary of the grant date until the four-year anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (4) Dr. Sandrock was granted a restricted stock unit award of 100,000 shares of common stock on March 22, 2022. The restricted stock unit award vests and becomes settleable, subject to Dr. Sandrock’s continued service as an employee on each applicable vesting date, over a four-year period, as follows, commencing on April 1, 2022: 25% of the restricted stock unit award will vest on the first anniversary of the vesting commencement date and an additional |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| 25% of the restricted stock unit award will vest at the end of each one-year period following the first anniversary of the vesting commencement date until the four year anniversary of the vesting commencement date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (5) Dr. Sandrock’s stock option award to purchase 240,000 shares of our common stock was granted on February 17, 2023. The shares underlying this option vest and become exercisable in equal monthly installments over 48 months thereafter, subject to Dr. Sandrock’s continued service as an employee on each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (6) Dr. Sandrock was granted a restricted stock unit award of 120,000 shares of common stock on February 17, 2023. The restricted stock unit award vests and becomes settleable, subject to Dr. Sandrock’s continued service as an employee on each applicable vesting date, over a three-year period with one-third of the award vesting on each of the first, second and third anniversaries of the grant date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (7) Ms. Fahey Sandell’s stock option award to purchase 122,000 shares of our common stock were granted on July 10, 2023. The shares underlying this option vest and become exercisable, subject to Ms. Fahey Sandell’s continued service as an employee on each applicable vesting date, as follows: 25% of the shares will vest on the first anniversary of the grant date, and an additional 2.0833% of the shares will vest on a monthly basis at the end of each one-month period following the first anniversary of the grant date until the four-year anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (8) Ms. Fahey Sandell was granted a restricted stock unit award of 61,000 shares of common stock on October 1, 2023. The restricted stock unit award vests and becomes settleable, subject to Ms. Fahey Sandell’s continued service as an employee on each applicable vesting date, over a four-year period, over a three-year period with one-third of the award vesting on each of the first, second and third anniversaries of the grant date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (9) Ms. Swartz’s stock option award to purchase 76,500 shares of our common stock was granted on January 11, 2021. The shares underlying this option vest and become exercisable, subject to Ms. Swartz’s continued service as an employee on each applicable vesting date, as follows: 25% of the shares will vest on the first anniversary of the grant date, and an additional 2.0833% of the shares will vest on a monthly basis at the end of each one-month period following the first anniversary of the grant date until the four-year anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (10) Ms. Swartz was granted a restricted stock unit award of 13,000 shares of common stock on April 1, 2021. The restricted stock unit award vests and becomes settleable subject to Ms. Swartz’s continued service as an employee on each applicable vesting date, over a three-year period with one-third of the award vesting on each of the first, second and third anniversaries of the grant date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (11) Ms. Swartz’s stock option award to purchase 120,000 shares of our common stock was granted on January 13, 2022. The shares underlying this option vest and become exercisable in equal monthly installments over 48 months thereafter, subject to Ms. Swartz’s continued service as an employee of the Company on each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (12) Ms. Swartz was granted a restricted stock unit award of 20,000 shares of common stock on January 13, 2022. The restricted stock unit award vests and becomes settleable subject to Ms. Swartz’s continued service as an employee of the Company on each applicable vesting date, over a three-year period with one-third of the award vesting on each of the first, second and third anniversaries of the grant date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (13) Ms. Swartz’s stock option award to purchase 65,000 shares of our common stock was granted on February 7, 2022. The shares underlying this option vest and become exercisable in equal monthly installments over 48 months thereafter, subject to Ms. Swartz’s continued service as an employee of the Company on each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (14) Ms. Swartz’s stock option award to purchase 80,000 shares of our common stock were granted on February 17, 2023. The shares underlying this option vest and become exercisable in equal monthly installments over 48 months thereafter, subject to Ms. Swartz’s continued service as an employee of the Company on each applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End Table—2023
| (15) Ms. Swartz was granted a restricted stock unit award of 40,000 shares of common stock on February 17, 2023. The restricted stock unit award vests and becomes settleable subject to Ms. Swartz’s continued service as an employee of the Company on each applicable vesting date, over a three-year period with one-third of the award vesting on each of the first, second and third anniversaries of the grant date. |
Pay Versus Performance
Pay Versus Performance The following tables and related disclosures provide information regarding (i) the “total compensation” of our principal executive officers, or the PEOs, and our other named executive officers, or the Non-PEO NEOs, in each case as presented under the caption “Summary Compensation Table” in this proxy statement or our prior proxy statements, which we refer to as the SCT Amounts; (ii) the “compensation actually paid” to our PEOs and our Non-PEO NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, which amounts we refer to as our CAP Amounts; (iii) certain financial performance measures; and (iv) the relationship between the CAP Amounts to those financial performance measures.
Pay Versus Performance
| | Summary Compensation Table Total for First PEO (1) | Summary Compensation Table Total for Second PEO (1) | Summary Compensation Table Total for Third PEO (1) | Compensation Actually Paid to First PEO (2)(3) | Compensation Actually Paid to Second PEO (2)(3) | Compensation Actually Paid to Third PEO (2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4) | Net Income (Loss) (in thousands)(5) | | Year | ($) | ($) | ($) | ($) | ($) | | ($) | ($) | ($) | ($) | | 2023 | 3,172,433 | — | — | 5,137,629 | — | — | 1,529,285 | 1,728,086 | 125.87 | 132,330 | | 2022 | 7,406,449 | 757,533 | — | 5,388,460 | 1,384,720 | — | 1,353,260 | 1,650,050 | 84.20 | (46,408) | | 2021 | — | 696,063 | 2,630,096 | — | — | 561,942 | 998,922 | 5,066 | 37.90 | (71,197) |
Pay Versus Performance
| (1) For 2023, our First PEO was Dr. Sandrock and our Non-PEO NEOs were Ms. Fahey Sandell and Ms. Swartz. For 2022, our First PEO was Dr. Sandrock, our Second PEO was Michael Higgins, and our Non-PEO NEOs were our former Chief Financial Officer Peter Pfreundschuh and our former Senior Vice President and General Counsel |
Pay Versus Performance
Robert Hesslein. For 2021, our Second PEO was Mr. Higgins, our Third PEO was our former President and Chief Executive Officer Andre Turenne, and our Non-PEO NEOs were Mr. Hesslein, our former Chief Financial Officer Allison Dorval, our former interim Chief Scientific Officer Glenn Pierce, and our former Chief Medical Officer and Head of Research and Development Omar Khwaja.
Pay Versus Performance
| (2) The CAP Amounts have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by our PEO and Non-PEO NEOs. These amounts reflect the SCT Amounts for each year, adjusted as described in footnote 3 below. |
Pay Versus Performance
| (3) The CAP Amounts reflect the exclusions and inclusions for the PEOs and the Non-PEO NEOs set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. |
Pay Versus Performance
| PEO | Name and Principal Position | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards from Summary Compensation Table for PEO ($) | Inclusion of Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for PEO ($) | Inclusion of Change In Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in Any Prior Year for PEO ($) | Inclusion of Vesting Date Fair Value of Awards Granted During Year that Vested During Year for PEO ($) | Inclusion of Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for PEO | Exclusion of Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Compensation Actually Paid to PEO ($) | | First PEO | Alfred Sandrock, M.D., Ph.D. | 2023 | 3,172,433 | (2,157,863) | 2,199,100 | 1,076,411 | 299,050 | 548,498 | - | 5,137,629 | | | Chief Executive Officer, President, and Director | 2022 | 7,406,449 | (6,570,650) | 4,468,346 | - | 84,315 | | - | 5,388,460 | | Second PEO | Michael Higgins | 2022 | 757,533 | (521,805) | 87,120 | - | 949,357 | 112,515 | - | 1,384,720 | | | Former Interim President and Chief Executive Officer | 2021 | 696,063 | (316,883) | 96,603 | - | 112,409 | (26,250) | - | 561,942 | | Third PEO | G. Andre Turenne | 2021 | 2,630,096 | (2,029,796) | - | - | 503,453 | (498,618) | (754,605) | (149,470) | | | Former President and Chief Executive Officer | | | | | | | | | |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Exclusion of Average Stock Awards and Option Awards from Summary Compensation Table for Non-PEO NEOs ($) | Inclusion of Average Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day or Year for Non-PEO NEOs ($) | Inclusion of Average Change In Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in Any Prior Year for Non-PEO NEOs ($) | Inclusion of Average Vesting Date Fair Value of Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Inclusion of Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for Non-PEO NEOs ($) | Exclusion of Average Fair Value at Last Day or Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Compensation Actually Paid to Other Non-PEO NEOs ($) | | 2023 | 1,529,285 | (1,043,962) | 1,000,309 | 116,252 | 49,839 | 76,363 | - | 1,728,086 | | 2022 | 1,353,260 | (953,802) | 955,606 | 138,164 | 55,938 | 100,885 | - | 1,650,050 | | 2021 | 998,922 | (633,944) | 85,292 | (138,970) | 41,392 | (56,144) | (291,481) | 5,066 |
Pay Versus Performance
| (4) Total shareholder return, or TSR, assumes an investment of $100 in our common stock on the last trading day before the earliest fiscal year in the above table through and including the end of the fiscal year for which the TSR is calculated. The closing stock price of one share of our common stock on December 31, 2020 was $7.15. |
Pay Versus Performance
| (5) Net income (loss) as reported in our Annual Report on Form 10-K for the relevant fiscal year. |
Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return
Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return The following chart sets forth the relationship between the CAP Amount to our PEOs, the average of CAP Amount to our Non-PEO NEOs, and the Company’s cumulative TSR over the fiscal two-year period from 2021 through 2023.
Description of Relationship Between NEO Compensation Actually Paid and Net Loss
Description of Relationship Between NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between the CAP Amount to our PEOs, the average of the CAP Amount to our Non-PEO NEOs, and our net loss over the fiscal three-year period from 2021 through 2023.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth a summary of the compensation we paid to our non-employee directors for service during 2023. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other nonemployee members of the Board of Directors in 2023. We reimburse nonemployee directors for reasonable travel expenses. The compensation received by Dr. Sandrock, our President and Chief Executive Officer, is presented under the heading “Summary Compensation Table” above and the stock option and restricted stock unit grants to Dr. Sandrock are presented in the “Outstanding Equity Awards at Fiscal Year End Table—2023” above.
DIRECTOR COMPENSATION
| | Fees Earned or | | All Other | | | | Paid in Cash | Option Awards | Compensation | Total | | Name | ($) | ($)(1) | ($) | ($) | | Grace E. Colón, Ph.D.(2) | 46,000 | 386,232 | — | 432,232 | | James A. Geraghty(3) | 66,000 | 197,780 | — | 263,780 | | Michael Higgins(4) | 83,500 | 197,780 | — | 281,280 | | Steven Hyman, M.D.(5) | 58,000 | 197,780 | — | 255,780 | | Catherine J. Mackey, Ph.D.(6) | 53,000 | 197,780 | — | 250,780 | | Jude Onyia, Ph.D.(7) | 38,250 | 414,071 | — | 452,321 | | Glenn Pierce, M.D., Ph.D.(8) | 51,000 | 197,780 | — | 248,780 | | George Scangos, Ph.D.(9) | 28,929 | 530,860 | — | 559,789 | | Nancy Vitale(10) | 57,500 | 197,780 | — | 255,280 |
DIRECTOR COMPENSATION
| (1) Amounts represent the aggregate grant-date fair value of option awards granted to our directors in 2023 computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the |
DIRECTOR COMPENSATION
| SEC. The amounts above reflect our aggregate accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the directors. |
DIRECTOR COMPENSATION
| (2) Fees earned or paid in cash include $40,000 for service as a nonemployee director and $6,000 for service on the Compensation Committee. Dr. Colón held options to purchase an aggregate of 66,000 shares of our common stock as of December 31, 2023. |
DIRECTOR COMPENSATION
| (3) Fees earned or paid in cash include $40,000 for service as a nonemployee director, $16,000 for service as the chair of the Audit Committee and $10,000 for service as the chair on the Nominating and Corporate Governance Committee. Mr. Geraghty held options to purchase an aggregate of 165,764 shares of our common stock as of December 31, 2023. |
DIRECTOR COMPENSATION
| (4) Fees earned or paid in cash include $40,000 for service as a nonemployee director, $32,500 for service as the chairman of the Board of Directors, $6,000 for service on the Compensation Committee, and $5,000 for service on the Nominating and Corporate Governance Committee. Mr. Higgins held options to purchase an aggregate of 426,764 shares of our common stock as of December 31, 2023. |
DIRECTOR COMPENSATION
| (5) Fees earned or paid in cash include $40,000 for service as a nonemployee director, $8,000 for service on the Audit Committee, and $10,000 for service as the chair of the Science and Technology Committee. Dr. Hyman held options to purchase an aggregate of 165,764 shares of our common stock as of December 31, 2023. |
DIRECTOR COMPENSATION
| (6) Fees earned or paid in cash include $40,000 for service as a nonemployee director, $8,000 for service on the Audit Committee, and $5,000 for service on the Science and Technology Committee. Dr. Mackey held options to purchase an aggregate of 66,000 shares of our common stock as of December 31, 2023. |
DIRECTOR COMPENSATION
| (7) Fees earned or paid in cash include $34,000 for service as a nonemployee director, and $4,250 for service on the Science and Technology Committee, which, in each case, reflects proration based on a service commencement date of February 23, 2023. Dr. Onyia held options to purchase an aggregate of 66,000 shares of our common stock as of December 31, 2023. |
DIRECTOR COMPENSATION
| (8) Fees earned or paid in cash include $40,000 for service as a nonemployee director, $6,000 for service on the Compensation Committee, and $5,000 for service on the Science and Technology Committee. Dr. Pierce held options to purchase an aggregate of 276,000 shares of our common stock as of December 31, 2023. |
DIRECTOR COMPENSATION
| (9) Fees earned or paid in cash include $25,714 for service as a nonemployee director and $3,214 for service on the Science and Technology Committee, which, in each case, reflects proration based on a service commencement date of May 9, 2023. Dr. Scangos held options to purchase an aggregate of 66,000 shares of our common stock as of December 31, 2023. |
DIRECTOR COMPENSATION
| (10) Fees earned or paid in cash include $40,000 for service as a nonemployee director, $12,500 for service as the chair of the Compensation Committee, and $5,000 for service on the Nominating and Corporate Governance Committee. Ms. Vitale held options to purchase an aggregate of 89,000 shares of our common stock as of December 31, 2023. |
DIRECTOR COMPENSATION
Our non-employee director compensation policy is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber non-employee directors. Under the current policy, adopted in July 2018 and most recently amended in June 2022, all non-employee directors will be paid cash compensation as set forth below:
DIRECTOR COMPENSATION
| | Annual Retainer | | Board of Directors: | | | Chairman | $72,500 | | All non-employee members | $40,000 | | Audit Committee: | | | Chairperson | $16,000 | | Non-Chairperson members | $8,000 | | Compensation Committee: | | | Chairperson | $12,500 | | Non-Chairperson members | $6,000 | | Science and Technology Committee: | | | Chairperson | $10,000 | | Non-Chairperson members | $5,000 | | Nominating and Corporate Governance Committee: | | | Chairperson | $10,000 | | Non-Chairperson members | $5,000 |
DIRECTOR COMPENSATION
Since February 2022, under our non-employee director compensation policy then in effect, each person who is initially appointed or elected to the Board of Directors is eligible for an option grant to purchase up to 44,000 shares of our common stock under our stock option plan on the date he or she first becomes a non-employee director, which vests quarterly over four years, subject to the non-employee director’s continued service as a member the Board of Directors. In addition, on the date of the annual meeting of stockholders, each continuing non-employee director who has served on the Board of Directors is eligible to receive an annual option grant to purchase up to 22,000 shares of our common stock, which option will vest in full upon the first anniversary of the date of grant, subject to the non-employee director’s continued service as a member of the Board of Directors. All the foregoing options will be granted at fair market value on the date of grant.