DEF 14A of Verastem, Inc., Apr 8, 2025

DEF 14A of Verastem, Inc.

Filed Apr 8, 2025 · FY20240001558370-25-004597

Open on EDGAR

  1. 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. John Johnson, Michael Kauffman and Eric Rowinsky are the Class I directors whose terms expire at the Annual Meeting. Mr. Johnson and Drs. Kauffman and Rowinsky been nominated for and have agreed to stand for re-election to the Board of Directors, each to serve as Class I director of the Company until the 2028 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.

  2. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

  3. FOR EACH

    FOR EACH

  4. OF THE NOMINEES FOR CLASS III DIRECTOR

    OF THE NOMINEES FOR CLASS III DIRECTOR

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

    (PROPOSAL NO. 1 ON YOUR PROXY CARD)

  6. Director Biographies

    Director Biographies The following information regarding our directors is as of March 25, 2025, 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.

  7. Class I Director Nominees

    Class I Director Nominees John Johnson, age 67, is a Class I director who has served as a member of our Board of Directors since April 2020. Effective December 20, 2024, Mr. Johnson became the Executive Chairman of Applied Therapeutics. Mr. Johnson has served as a member of the board of directors of Reaction Biology, a privately held company, since March 2022, and served as that company’s Chief Executive Officer from March 2022 until December 2024 and resigned as Chief Executive Officer but remains on the board effective December 2024. 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. Melinta Pharmaceuticals, Inc. filed for Chapter 11 bankruptcy protection on December 27, 2019 and is now privately owned. 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 61, 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 and acting Chief Medical 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., and he was Chairman of the Board of Proteolix prior to becoming the Chief Medical Officer. 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. 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 amd several private biotechnology companies. 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 Bioenvision 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.

  8. Class I Director Nominees

    Eric Rowinsky, M.D., age 68, 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 Purple Biotech Ltd. 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.

  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 Paul Bunn, M.D., age 80, 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. Robert Gagnon, age 50, 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 presently serves on the boards of directors of the public companies Bone Biologics Corporation and Purple Biotech Ltd. 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. Anil Kapur, age 55, is a Class III director who has served as a member of our Board of Directors since October 2022. Mr. Kapur served as Executive Vice President, Corporate Strategy and Chief Commercial Officer of Geron Corporation from December 2019 to August 2024. 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 presently serves on the board of directors of the public company Nurix Therapeutics, Inc. 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 64, 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 58, 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.

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

    Brian Stuglik R.Ph., age 65, 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 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 58, 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 2024. In addition, our non-employee directors were entitled to receive the following cash compensation for Board and committee service in fiscal year 2024, 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 an annual equity award 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 and, commencing in 2024, restricted stock units, each of 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 (collectively, the “Annual Grant”). In 2024, the Annual Grant consisted of an option to purchase 12,500 shares of our common stock and 8,333 restricted stock units. Pursuant to our non-employee director compensation policy, newly appointed directors receive an initial grant of options to purchase shares of our common stock, with the number of shares determined by a periodic compensation review, and, commencing in 2024, a restricted stock unit award, if determined appropriate by a periodic compensation review (collectively, an “Initial Grant”). The Initial Grant will be granted both as an initial inducement to join the Board of Directors and as compensation in respect of the director’s service during his or her partial first year of service. The Initial Grant generally vests in twelve (12) equal installments on each quarterly anniversary of the director’s start date such that the Initial Grant is fully vested after three years from the start date, generally subject to the director’s continued service on the Board of Directors through the applicable vesting date. There were no newly appointed non-employee directors in 2024. As further described below under “Named Executive Officer Compensation – 2024 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, Dr. Rowinsky, and Mr. Stuglik 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, 12,572 shares, and 11,865 shares of the Company’s common stock, respectively, for new options. Following his retirement as our Chief Executive Officer in 2023, Mr. Stuglik entered into a consulting agreement with the Company pursuant to which he has agreed to provide consulting services to us in respect of his transition as Chief Executive Officer, investor relationships and corporate issue resolution at our request, in exchange for a consulting fee of $400 per hour. In January 2024, the Company entered into a consulting agreement with Dr. Rowinsky pursuant to which he agreed to provide consulting services to us for a consulting fee of $7,000 per month. It is expected that January 2025 was Dr. Rowinsky’s last month of service under the consulting agreement. 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.

  14. 2024 Director Compensation

    2024 Director Compensation The following table summarizes the compensation paid to or earned by our directors during the year ended December 31, 2024:

  15. 2024 Director Compensation

    | | Fees Earned or Paid | Stock Awards | Option Awards | All Other Compensation | | | Name | in Cash ($) | ($) (1) (3) | ($) (2) (3) | ($) (4) | Total ($) | | Paul Bunn, M.D. | 55,000 | 27,249 | 49,859 | — | 132,108 | | Robert Gagnon | 45,000 | 27,249 | 32,926 | — | 105,175 | | John Johnson | 62,000 | 27,249 | 52,099 | — | 141,348 | | Anil Kapur | 72,000 | 27,249 | 32,926 | — | 132,175 | | Michael Kauffman, M.D., Ph.D. | 105,000 | 27,249 | 104,087 | — | 236,336 | | Michelle Robertson | 65,000 | 27,249 | 45,042 | — | 137,291 | | Eric Rowinsky, M.D. | 70,000 | 27,249 | 74,375 | 84,000 | 255,624 | | Brian Stuglik | 65,000 | 27,249 | 74,557 | 6,000 | 172,806 | | Karin Tollefson, PharmD | 60,000 | 27,249 | 32,926 | — | 120,175 |

  16. 2024 Director Compensation

    | (1) The amounts shown in this column represent the dollar amount of the aggregate grant date fair value of time-based restricted stock unit awards granted during 2024 determined in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718 (“FASB ASC Topic 718”). The aggregate grant date fair value of the 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. |

  17. 2024 Director Compensation

    | (2) Amounts shown represent (i) the aggregate grant date fair value of stock option awards granted to the director in 2024 and calculated in accordance with FASB ASC Topic 718 and (ii) the incremental fair value of the exchange options granted to Dr. Bunn, Mr. Johnson, Dr. Kauffman, Ms. Robertson, Dr. Rowinsky, and Mr. Stuglik in connection with the Option Exchange Program, completed in March 2024, in exchange for the eligible options held by such directors as of such date, as computed in accordance with FASB ASC Topic 718. For information regarding assumptions underlying the value of stock 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 and Significant Judgments and Estimates—Stock-Based Compensation,” of our 2024 Annual Report on Form 10-K. |

  18. 2024 Director Compensation

    | (3) Each non-employee director received an option to purchase 12,500 shares of our common stock and 8,333 restricted stock units in 2024. As of December 31, 2024, the aggregate number of equity awards held by each non-employee director was as follows: Dr. Bunn, 29,029 stock options and 3,473 unvested restricted stock units; Mr. Gagnon 151,804 stock options and 6,565 unvested restricted stock units; Mr. Johnson, 31,465 stock options and 3,473 unvested restricted stock units; Mr. Kapur, 31,306 stock options and 3,473 unvested restricted stock units; Dr. Kauffman, 38,944 stock options and 3,473 unvested restricted stock units; Ms. Robertson, 28,207 stock options and 3,473 unvested restricted stock units; Dr. Rowinsky, 35,488 stock options and 3,473 unvested restricted stock units; Mr. Stuglik, 379,752 stock options and 11,032 unvested restricted stock units, and Dr. Tollefson, 28,124 stock options and 3,473 unvested restricted stock units. |

  19. 2024 Director Compensation

    | (4) Amounts shown represent fees paid to Dr. Rowinsky and Mr. Stuglik in respect of their consulting services for fiscal year 2024. |

  20. Payments on Termination of Employment or Change of Control

    Payments on Termination of Employment or Change of Control Each of our 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 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.

  21. 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, 2024. |

  22. 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.

  23. 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) | | 2024 | $2,536,767 | $2,378,603 | $— | $— | $741,010 | $791,883 | $21.02 | $(130,637) | | 2023 | $3,626,857 | $3,244,577 | $2,021,126 | $2,202,015 | $622,564 | $659,974 | $33.09 | $(87,367) | | 2022 | $— | $— | $1,030,023 | $(1,333,885) | $487,592 | $(382,338) | $19.63 | $(73,812) |

  24. Pay versus Performance

    | (1) The dollar amounts reported in these columns are the amounts of total compensation reported for Mr. Paterson for 2024 and 2023, and Mr. Stuglik for 2023 and 2022, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the “Summary Compensation Table” for additional details for Mr. Paterson’s compensation. |

  25. Pay versus Performance

    | (2) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to Mr. Paterson in 2024 and 2023, and Mr. Stuglik for 2023 and 2022, 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 2024 and 2023, and Mr. Stuglik’s total compensation for 2023 and 2022, to determine the compensation actually paid: |

  26. Pay versus Performance

    | | Reported | | | | | | Summary | Reported | | | | | Compensation | Value of | Equity Award | Compensation | | | Table Total | Equity | Adjustments(b) | Actually Paid | | Year and PEO | for PEO | Awards (a) | (c) | to PEO ($) | | 2024 | $2,536,767 | $(1,508,877) | $1,350,713 | $2,378,603 | | 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) |

  27. 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. |

  28. 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 |

  29. Pay versus Performance

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

  30. Pay versus Performance

    | | | Fair Value | Year over | | | | | | | (as of | Year Change | | Year over | | | | Year End | Prior Year End) | in Fair Value | Fair Value | Year Change | | | | Fair Value of | of | of | as of Vesting | in Fair Value | | | | Outstanding | Previously Granted | Outstanding | Date of | of Equity | | | | and Unvested | Equity Awards | and Unvested | Equity | Awards | | | | Equity | That Failed to | Equity | Awards | Granted in | | | | Awards | Meet Vesting | Awards | Granted and | Prior Years | Total Equity | | | Granted in | Conditions | Granted in | Vested in the | that Vested | Award | | | the Year | in the Year | Prior Years | Year | in the Year | Adjustments | | Year and PEO | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | $2,116,117 | $(110,429) | $(633,861) | $— | $(21,114) | $1,350,713 | | 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) |

  31. 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 2024 and 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 2022, or that were outstanding as of December 31, 2022, as applicable, are as follows: |

  32. Pay versus Performance

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

  33. Pay versus Performance

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for our 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: 2024: Mr. Calkins, 2023: Mr. Calkins and 2022: Mr. Paterson, Mr. Gagnon and Mr. Calkins. |

  34. 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 |

  35. 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): |

  36. 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 ($) | | 2024 | $741,010 | $(269,320) | $320,193 | $791,883 | | 2023 | $622,564 | $(220,731) | $258,141 | $659,974 | | 2022 | $487,592 | $(21,627) | $(848,303) | $(382,338) |

  37. Pay versus Performance

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

  38. Pay versus Performance

    | | | Fair Value | Year over | | | | | | | (as of | Year Change | | Year over | | | | Year End | Prior Year End) | in Fair Value | Fair Value | Year Change | | | | Fair Value of | of | of | as of Vesting | in Fair Value | | | | Outstanding | Previously Granted | Outstanding | Date of | of Equity | | | | and Unvested | Equity Awards | and Unvested | Equity | Awards | | | | Equity | That Failed to | Equity | Awards | Granted in | | | | Awards | Meet Vesting | Awards | Granted and | Prior Years | | | | Granted in | Conditions | Granted in | Vested in the | that Vested | Total Equity Award | | | the Year | in the Year | Prior Years | Year | in the Year | Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | $423,896 | $(5,497) | $(76,382) | $— | $(21,824) | $320,193 | | 2023 | $234,163 | $— | $20,794 | $— | $3,184 | $258,141 | | 2022 | $4,168 | $— | $(624,042) | $— | $(228,429) | $(848,303) |

  39. 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 2024, 2023 or 2022. |

  40. 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. |

  41. 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 “2024 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. The following graph illustrates the relationship during 2024, 2023 and 2022 of the “compensation actually paid” for our PEO and other non-PEO named executive officers to our TSR, as calculated pursuant to SEC rules: The following graph illustrates the relationship during 2024, 2023 and 2022 of the “compensation actually paid” for our PEO and other non-PEO named executive officers to our net income (loss), as calculated pursuant to SEC rules: