DEF 14A of Rhythm Pharmaceuticals, Inc., Apr 29, 2025

DEF 14A of Rhythm Pharmaceuticals, Inc.

Filed Apr 29, 2025 · FY20240001558370-25-005818

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS In accordance with Rhythm’s certificate of incorporation and bylaws, each as currently amended and in effect, the Board is divided into three classes of directors of approximately equal size. The members of each class of directors are elected to serve a three-year term with the term of office of each class ending in successive years. Jennifer Good and Edward T. Mathers are the Class II directors whose terms expire at the Annual Meeting. Each of Jennifer Good and Edward T. Mathers has been nominated for, and has agreed to stand for, election to the Board to serve as a Class II director of Rhythm for three years until the 2028 Annual Meeting of Stockholders and until her or his successor is duly elected and qualified or until her or his earlier death, incapacity, resignation or removal. It is intended that, unless you give contrary instructions, shares represented by proxies will be voted for the election of each of the two nominees listed above as director nominees. Rhythm has no reason to believe that any nominee will be unable to serve. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. Information relating to each nominee for election as director and for each continuing director, including his or her period of service as a director of Rhythm, principal occupation and other biographical material, is included under “Director Biographies” below. Based on voluntary self-identification by our directors, our Board consists of three female and five male directors.

  2. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE CLASS II DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  4. Board Composition and Structure

    Board Composition and Structure Our certificate of incorporation and bylaws, each as currently amended and in effect, state that our Board shall consist of a number of directors that shall be fixed exclusively by the Board from time to time in accordance with the bylaws of the Company. Each director holds office until his or her successor is duly elected and qualified or until his or her death, incapacity, resignation or removal. Our certificate of incorporation provides that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of capital stock of Rhythm entitled to vote in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose. Any vacancy in the Board, including a vacancy that results from an increase in the number of directors, may be filled only by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director. Our certificate of incorporation, as currently amended and in effect, provides that our Board is divided into three classes of directors, with the classes as nearly equal in number as possible. Each of our directors identified below serves in the class indicated. Subject to any earlier resignation or removal in accordance with the terms of our certificate of incorporation and bylaws, our current Class I directors will serve until the 2027 Annual Meeting of Stockholders; our current Class II directors, if elected at the Annual Meeting, will serve until the 2028 Annual Meeting of Stockholders; and our current Class III directors will serve until the 2026 Annual Meeting of Stockholders. Any additional directorships resulting from an increase in the number of directors will be apportioned by our Board among the three classes as equally as possible. The current size of our Board is fixed at nine directors. Below is a list of the names, ages as of April 29, 2025 and classification of the individuals who currently serve as our directors, two of whom are also nominees to be re-elected at the Annual Meeting.

  5. Board Composition and Structure

    | Name | Age | Position(s) | Class | Term Expires | | Stuart A. Arbuckle(1) | 59 | Director | I | 2027 | | Camille L. Bedrosian, M.D.(1)(3) | 72 | Director | III | 2026 | | Jennifer Good(2) | 60 | Director | II | 2025 | | Christophe R. Jean(2) | 69 | Director | I | 2027 | | Edward T. Mathers(3) | 65 | Lead Director | II | 2025 | | David W. J. McGirr(2)(3) | 70 | Director | III | 2026 | | David P. Meeker, M.D. | 70 | Director, Chairman of the Board | III | 2026 | | Lynn A. Tetrault, J.D.(1) | 62 | Director | I | 2027 |

  6. Board Composition and Structure

    | (1) Member of the Compensation & Management Development Committee. |

  7. Board Composition and Structure

    | (2) Member of the Audit Committee. |

  8. Board Composition and Structure

    | (3) Member of the Governance and Nominating Committee. |

  9. Board Composition and Structure

    In consultation with the Governance and Nominating Committee, the Board has determined that the classified board structure remains appropriate for us at this time. A classified board provides for stability, continuity and experience among our Board. Further, the Board believes that building a cohesive board is an important goal. In our industry in particular, long-term focus is critical. The time horizon required for successful development of pharmaceuticals makes it vital that we have a board that understands the implications of this process and has the ability to develop and implement long-term strategies while benefiting from an in-depth knowledge of Rhythm’s business and operations. A classified board structure helps to ensure that there will be the continuity and stability of leadership required to navigate a challenging economic environment while resisting the pressure to focus on short-term results at the expense of our long-term value and success. The future success of Rhythm depends in significant part on the ability to attract and retain capable and experienced directors. In this regard, we believe that longer terms for our directors will enhance director independence from both management and stockholder special interest groups.

  10. Director Biographies

    Director Biographies Information concerning our continuing directors and director nominees is set forth below. The biographical description of each continuing director and director nominee includes the specific experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director.

  11. Class II Directors (Nominees Standing for Re-Election)

    Class II Directors (Nominees Standing for Re-Election) Jennifer Good Ms. Good has served as a member of our Board since June 2019. She is a co-founder of Trevi Therapeutics, Inc., a clinical-stage biopharmaceutical company, and has served as a member of the board of directors and as the President and Chief Executive Officer of Trevi Therapeutics, Inc. since its inception in 2011. Previously, Ms. Good served at Penwest Pharmaceuticals Co. from 1997 to 2010, where she held various positions including President and Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. Ms. Good received a Bachelor of Business Administration degree with a concentration in accounting from Pacific Lutheran University in 1987 and is a Certified Public Accountant (inactive). The Board considered the role Ms. Good played in the founding and growth of Trevi Therapeutics, Inc. and her senior executive roles at publicly traded life sciences companies, as well as her service on the boards of directors of biotechnology companies and other organizations, in concluding that she is qualified to serve as a director. Edward T. Mathers Mr. Mathers has served as a member of our Board since 2013 and as Lead Director since December 2020. Mr. Mathers joined New Enterprise Associates, Inc., a venture capital firm focusing on technology and healthcare investments, in 2008 and is currently a Partner at the firm. Mr. Mathers currently serves on the boards of directors of Inozyme Pharma, Inc., Trevi Therapeutics, Inc., Reneo Pharmaceuticals, Inc., Senti Biosciences, Inc., and Synlogic, Inc. Mr. Mathers also serves on the boards of directors of numerous private companies. Mr. Mathers previously served on the board of directors of ObsEva SA until June 2023, Akouos, Inc. from October 2017 to December 2022 and Mirum Pharmaceuticals from November 2019 to September 2022. Prior to joining New Enterprise Associates, Mr. Mathers served in various corporate development roles at MedImmune, Inc., a biotechnology company that was acquired by AstraZeneca PLC in 2007, culminating in the position of Executive Vice President, Corporate Development and Venture. In this role, he also led the company’s venture capital subsidiary, MedImmune Ventures, Inc. Prior to that, Mr. Mathers was Vice President, Marketing and Corporate Licensing and Acquisitions at Inhale Therapeutic Systems, Inc., a biopharmaceutical company, which is now known as Nektar Therapeutics, Inc. Previously, for 15 years, Mr. Mathers was at Glaxo Wellcome, Inc., where he held sales and marketing positions of increasing responsibility. Mr. Mathers received a B.S. in chemistry from North Carolina State University. The Board considered Mr. Mathers’ senior executive roles in publicly traded life sciences companies, his extensive experience as a venture capitalist, as well as his service on the boards of directors of numerous biotechnology companies, in concluding that he is qualified to serve as a director.

  12. Continuing Directors Not Standing for Re-Election at the 2025 Annual Meeting

    Continuing Directors Not Standing for Re-Election at the 2025 Annual Meeting Stuart A. Arbuckle Mr. Arbuckle has served as a member of our Board since July 2019. He currently serves as Executive Vice President and Chief Operating Officer at Vertex Pharmaceuticals Incorporated, a biopharmaceutical company, a role he has held since August 2021, where he is responsible for the company’s global commercial team, including reimbursement and access, sales, marketing, patient support, market research and other activities that support the approved use of Vertex’s cystic fibrosis medicines. Mr. Arbuckle also oversees the Human Resources, Corporate Communications and Program and Portfolio Management functions. Prior to assuming his current role, he served as Executive Vice President and Chief Commercial Officer at Vertex from September 2012 to March 2021. On February 10, 2025, Vertex announced the retirement of Mr. Arbuckle, effective on July 1, 2025. Prior to joining Vertex, Mr. Arbuckle held several commercial leadership positions at Amgen Inc., including leading sales and marketing efforts for Amgen Inc.’s portfolio of cancer medicines, such as Aranesp®, Neulasta® injection and NEUPOGEN®, and leading the successful launches of XGEVA® injection and Nplate® injection. Most recently, he served as Vice President and Regional General Manager at Amgen Inc., where he led efforts to expand the company’s presence in Asia, the Middle East, and Africa. Prior to these roles, Mr. Arbuckle spent 15 years at GlaxoSmithKline plc, where he held sales and marketing roles for medicines aimed at treating metabolic, respiratory, musculoskeletal, cardiovascular and other diseases. Mr. Arbuckle served as a board member of ImmunoGen, Inc. from January 2019 to February 2024. Mr. Arbuckle holds a BSc in Pharmacology and Physiology from the University of Leeds in the United Kingdom. The Board considered Mr. Arbuckle’s senior executive roles at publicly-held life sciences companies, as well as his service on the boards of directors of biotechnology companies and organizations, in concluding that he is qualified to serve as a director. Camille L. Bedrosian, M.D. Dr. Bedrosian has served as a member of our Board since December 2020. Since November 2023, Dr. Bedrosian has served as Chief Medical Officer of Amylyx Pharmaceuticals, Inc., a biotechnology company. From May 2023 to November 2023, Dr. Bedrosian served as Strategic Development Advisor at Ultragenyx Pharmaceutical Inc., a rare disease company with a diverse portfolio of approved therapies and product candidates, where she provided strategic guidance to the clinical development and translational research programs. From January 2018 to May 2023, Dr. Bedrosian served as Executive Vice President and Chief Medical Officer at Ultragenyx. Previously, Dr. Bedrosian served as Senior Vice President and Chief Medical Officer at Alexion Pharmaceuticals, Inc., a biopharmaceutical company, from May 2008 to January 2018, where she provided leadership for the development of drugs and drug candidates including those designed to address devastating rare diseases such as Soliris(r) (eculizumab). Prior to this, she served as Chief Medical Officer at ARIAD Pharmaceuticals, as well as in the Clinical Research and Development Department of Genetics Institute, Inc. Dr. Bedrosian currently serves on the board of directors of Crinetics Pharmaceuticals, Inc. Before transitioning to the biotechnology industry, Dr. Bedrosian was an Assistant Professor of Medicine at Duke University Medical Center where she was a member of the Duke Comprehensive Cancer Center. Dr. Bedrosian holds an A.B. from Harvard University, M.D. from Harvard Medical School, and M.S. in Biophysics from the Massachusetts Institute of Technology. The Board considered Dr. Bedrosian’s scientific expertise and extensive experience serving as a Chief Medical Officer at companies engaged in the development of drugs for the treatment of rare diseases in concluding that she is qualified to serve as a director. Christophe R. Jean Mr. Jean has served as a member of our Board since 2015. He is currently a Strategic Advisor for Oraxys S.A., a private equity firm, a role he has held since June 2019, and an External Advisor to Bain & Company, a management consulting firm, since January 2025. Mr. Jean previously served as a Senior Advisor for JSB Partners, LLC, a specialized biotechnology and pharmaceutical investment banking and advisory services firm, from November 2018 until December 2019. Previously, Mr. Jean served as Executive Vice President of Corporate Strategy, Business Development, Alliances and M&A for Ipsen S.A., a pharmaceutical company, from 2013 until his retirement in July 2018, after serving for 11 years in the position of Executive Vice President, Chief Operating Officer, with responsibility for all commercial operations and medical affairs worldwide as well as Ipsen S.A.’s therapeutic area franchises. Prior to joining Ipsen S.A., Mr. Jean was President and CEO for the pharmaceutical activities of the Pierre Fabre Group and President of Europe, Middle East, and Africa for Novartis Pharma AG’s Pharmaceutical Division. Prior to the merger of Ciba-Geigy AG and Sandoz Inc. that formed Novartis Pharma AG, he held a number of marketing and management positions in Europe and Latin America for Ciba-Geigy AG, culminating as Head of Finance and IT Worldwide and Member of the Pharma Executive Committee. Mr. Jean also serves on the boards of directors of private companies. He holds an M.B.A. from Harvard Business School. The Board considered Mr. Jean’s international business experience and executive leadership at several of the world’s leading pharmaceutical companies and his long career in commercial leadership roles in concluding that he is qualified to serve as a director. The Board also considered Mr. Jean’s extensive experience in commercializing therapeutics outside of the United States. David W.J. McGirr Mr. McGirr has served as a member of our Board since 2015. Mr. McGirr serves as a director of X4 Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company focused on the discovery and development of novel therapeutics designed to improve immune cell trafficking to treat rare diseases and cancer, and Insmed Incorporated, a pharmaceutical company devoted to the treatment of rare diseases. Previously, Mr. McGirr held various roles at Cubist Pharmaceuticals, including Senior Advisor to the chief executive officer and Senior Vice President and Chief Financial Officer. Prior to joining Cubist, Mr. McGirr was the President and Chief Operating Officer of Hippo Inc., an internet technology, venture-financed company. Before that, he held roles of increasing responsibility at GAB Robins North America, Inc., a risk management company, including as Chief Executive Officer. Earlier in his career, Mr. McGirr served in various positions within the S.G. Warburg Group, ultimately as Chief Financial Officer, Chief Administrative Officer and Managing Director of S.G. Warburg & Co., Inc. Mr. McGirr received a B.Sc. in Civil Engineering from the University of Glasgow and received an M.B.A. from The Wharton School at the University of Pennsylvania. Mr. McGirr has been designated an audit committee financial expert as defined in applicable SEC rules. In concluding that he is qualified to serve as a director, the Board considered Mr. McGirr’s deep experience in corporate finance and financial reporting, as well as his knowledge, perspective and corporate governance expertise. The Board also considered that his expertise in financial and accounting matters, his prior experience as Chief Financial Officer of a leading biotechnology company, and his service on other public company boards and committees would significantly benefit the Company. David P. Meeker, M.D.

  13. Continuing Directors Not Standing for Re-Election at the 2025 Annual Meeting

    Dr. Meeker has served as a member of our Board since 2015 and became Chairman of the Board in April 2017. Dr. Meeker has served as our President and Chief Executive Officer since July 2020. Previously, Dr. Meeker served as CEO of KSQ Therapeutics, Inc., a biotechnology company, from October 2017 to July 2020. From October 2011 until June 2017, Dr. Meeker served as President and CEO of Genzyme Corporation and subsequently as EVP, Head Sanofi Genzyme, a unit of Sanofi S.A., a global pharmaceutical company. Dr. Meeker oversaw the company’s specialty business units—Rare Diseases, Multiple Sclerosis, Oncology and Immunology. As an Executive Vice President of Sanofi S.A., he was a member of Sanofi S.A.’s Executive Committee. Dr. Meeker joined Genzyme Corporation in 1994 as Medical Director to work on the Cystic Fibrosis Gene Therapy program. Subsequently, as Vice President, Medical Affairs, he was responsible for the development of rare disease therapies that today represent transformative and life-saving advancements in medicine for patients. Prior to Genzyme Corporation’s merger with Sanofi S.A. in 2011, Dr. Meeker was Genzyme Corporation’s Chief Operating Officer, responsible for its commercial organization, overseeing its business units, country management organization and global market access functions. He played an important role in the integration with Sanofi S.A. Prior to joining Genzyme Corporation, Dr. Meeker was the director of the Pulmonary Critical Care Fellowship at the Cleveland Clinic and an assistant professor of medicine at Ohio State University. Dr. Meeker is currently Chairman of the board of directors of Pharvaris GmbH and the Chairman of the board of directors of Trevi Therapeutics, Inc. He has authored more than 40 articles and multiple book chapters. Dr. Meeker received his M.D. from the University of Vermont Medical School. He completed the Advanced Management Program at Harvard Business School in 2000. In concluding that he is qualified to serve as a director, the Board considered Dr. Meeker’s deep experience as a senior executive at leading global pharmaceutical companies, including his experience serving as our President and Chief Executive Officer, and his involvement in the development and commercialization of pharmaceutical product candidates for the treatment of rare and ultra-rare diseases. The Board also considered the integral role he played in the growth of Genzyme during its period of rapid growth. The Board also noted Dr. Meeker’s extensive scientific and clinical experience, both in academia and as part of one of the world’s leading medical institutions. Lynn A. Tetrault, J.D. Ms. Tetrault has served as a member of our Board since December 2020. Ms. Tetrault currently serves as a board member and Independent Chairperson of NeoGenomics, Inc., a publicly held oncology diagnostics company, and served as Interim Chief Executive Officer of NeoGenomics from March 2022 to August 2022. She joined the board of NeoGenomics in 2015. Ms. Tetrault has served on the board of directors of Acelyrin, Inc., a publicly held biotechnology company, since December 2023. Ms. Tetrault spent most of her career at AstraZeneca PLC serving in a variety of senior positions, including most recently as Executive Vice President of Human Resources and Corporate Affairs from May 2007 to March 2014. In May 2017, Ms. Tetrault founded Anahata Leadership, Inc., an advisory firm focused on supporting the leadership and development of executive women, and she continues to serve as its principal. Ms. Tetrault began her career as a lawyer in private healthcare practice in Boston. Ms. Tetrault holds a B.A. from Princeton University and a J.D. from the University of Virginia. In concluding that she is qualified to serve as a director, the Board considered Ms. Tetrault’s significant experience as a senior executive at a global biopharmaceutical company, her strong background in executive leadership, and her service on the boards of several publicly held healthcare companies.

  14. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We maintain a non-employee director compensation program that is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Our Compensation & Management Development Committee periodically reviews the compensation of our non-employee directors and, as applicable, makes recommendations to the Board for its consideration of changes to our non-employee director compensation program. Our Compensation & Management Development Committee compares the compensation of our Board to compensation paid to non-employee directors of similarly sized public companies. Our Compensation & Management Development Committee also considers the responsibilities we ask of the members of our Board along with the amount of time required to perform those responsibilities. Under our director compensation program, we provide our non-employee directors with cash retainers and equity awards in the form of stock options and restricted stock units (“RSUs”). We do not pay any compensation to our President and Chief Executive Officer in connection with his service on our Board. The compensation that we pay to our President and Chief Executive Officer is discussed in the “Executive Compensation” section of this Proxy Statement. Following an analysis of director compensation levels prepared by the Compensation & Management Development Committee’s compensation consultant, Pay Governance, in June 2024 the Compensation & Management Development Committee recommended and the Board approved an updated director compensation program, which became effective on June 18, 2024. Pursuant to our director compensation program, for 2024, each non-employee director received an annual retainer fee of $50,000 paid in arrears, in addition to other annual retainers, as applicable depending on their roles within the Board and its committees. Below is a list of all annual retainers for non-employee directors:

  15. DIRECTOR COMPENSATION

    | Non-Employee Director | Annual Fee | | Annual Cash Retainer | $50,000 | | Lead Director | $35,000 | | Non-Executive Chair | $30,000 | | Chair of the Audit Committee | $20,000 | | Member of the Audit Committee (other than chair) | $10,000 | | Chair of the Compensation & Management Development Committee* | $20,000 | | Member of the Compensation & Management Development Committee (other than chair)* | $10,000 | | Chair of the Governance and Nominating Committee | $10,000 | | Member of the Governance and Nominating Committee (other than chair) | $5,000 |

  16. DIRECTOR COMPENSATION

    | * Effective June 18, 2024, the annual cash retainer for the Chair of the Compensation & Management Development Committee and members of such committee was increased from $15,000 to $20,000 and from $7,500 to $10,000, respectively. |

  17. DIRECTOR COMPENSATION

    We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and committee meetings. In addition, during 2024, each individual initially appointed or elected to the Board as a non-employee director was eligible to receive (i) for initial appointments or elections occurring prior to June 18, 2024, an initial option award to purchase up to 34,000 shares of our Common Stock or (ii) for initial appointments or elections occurring on or after June 18, 2024, an initial option award to purchase 28,000 shares of our Common Stock and an initial award of 8,000 RSUs. The awards are granted under our 2017 Equity Incentive Plan on the date he or she first becomes a non-employee director. These initial awards vest annually over a three-year period from the date of grant, subject to continued service as a non-employee director through the vesting date. In addition, on June 18, 2024, which was the originally scheduled date of our 2024 annual meeting of stockholders, each continuing non-employee director who served on the Board for a minimum of six months was eligible to receive an option to purchase 14,000 shares of our Common Stock and 4,000 RSUs, both of which will vest in full upon the earlier of the first anniversary of the date of grant or the date of our 2025 annual meeting of stockholders. No annual equity awards were granted to our continuing directors on the date of the annual meeting on September 18, 2024. The exercise price for each of the option grants is equal to the fair market value of our Common Stock on the date of grant. All outstanding equity awards held by our non-employee directors vest in full immediately prior to the occurrence of a change in control. Our director compensation program includes a limit on the grant date fair value of the annual equity awards granted to continuing non-employee directors of $600,000. If the grant date fair value would otherwise exceed this limit, the annual equity awards will be reduced using a fixed ratio of 1.5 options for every 1 RSU to the minimum extent necessary for the grant date fair value to not exceed this limit.

  18. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth information regarding compensation earned by our non-employee directors during fiscal year 2024. Dr. Meeker did not receive any compensation for his service on our Board while employed as our President and Chief Executive Officer during 2024.

  19. 2024 Director Compensation Table

    | | Fees Earned | Stock | Option | | | | or Paid | Awards | Awards | Total | | Name | in Cash ($)(1) | ($)(2) | ($)(2) | ($) | | Stuart Arbuckle | $61,333 | $165,560 | $398,782 | $625,675 | | Camille Bedrosian, M.D. | $63,833 | $165,560 | $398,782 | $628,175 | | Jennifer Good | $57,500 | $165,560 | $398,782 | $621,842 | | Christophe R. Jean | $60,000 | $165,560 | $398,782 | $624,342 | | Edward T. Mathers | $95,000 | $165,560 | $398,782 | $659,342 | | David W. J. McGirr | $75,000 | $165,560 | $398,782 | $639,342 | | Lynn A. Tetrault | $67,667 | $165,560 | $398,782 | $632,008 |

  20. 2024 Director Compensation Table

    | (1) Amounts represent annual cash compensation earned for services rendered by each member of the Board. Totals may not foot due to rounding. |

  21. 2024 Director Compensation Table

    | (2) Amounts reflect the full grant-date fair value of stock options and RSUs granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of option and stock awards made to our directors in Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  22. 2024 Director Compensation Table

    The following table sets forth, as of December 31, 2024, the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held by each non-employee director at that time.

  23. 2024 Director Compensation Table

    | | | Unvested Stock | | | | Awards | | | Option Awards | Outstanding at | | | Outstanding at 2024 | 2024 Fiscal | | Name | Fiscal Year End | Year End | | Stuart Arbuckle | 111,500 | 4,000 | | Camille Bedrosian, M.D. | 100,000 | 4,000 | | Jennifer Good | 28,000 | 4,000 | | Christophe R. Jean | 106,500 | 4,000 | | Edward T. Mathers | 106,500 | 4,000 | | David W. J. McGirr | 193,741 | 4,000 | | Lynn A. Tetrault | 65,000 | 4,000 |

  24. 2024 Compensation Highlights

    | ● | Base Salaries and Target Annual Cash Incentive Opportunities. For 2024, our Compensation & Management Development Committee reviewed base salaries and target annual cash incentive opportunities during our annual compensation process and made adjustments with respect to base salaries to align them with market levels, based on the market analysis of our independent compensation consultant, as further described below, while taking into account individual positions, duties, responsibilities, performance, and experience. |

  25. 2024 Compensation Highlights

    | ● | Annual Cash Incentive Payouts. At the beginning of 2024, our Compensation & Management Development Committee approved performance goals for our 2024 performance-based annual bonus program that were aligned with our business plan, underscored key focus on our short-term goals, the achievement of which would enhance shareholder value. In line with our employee annual bonus program, these corporate performance goals represent 70% of each NEO’s annual bonus target, with 30% representing individual achievement. In light of our achievement of our corporate goals, the Compensation & Management Development Committee determined to pay out annual bonuses for all employees, including NEOs at 135% of target for the corporate performance component. |

  26. 2024 Compensation Highlights

    | ● | Equity-Based Long Term Incentives. In 2024, we granted approximately 84% of our NEOs’ target direct compensation as equity-based compensation in the form of stock options, RSUs and performance stock units (“PSUs”). The PSUs granted in 2024 were a special incentive program designed to focus our executives on key strategic financial, commercial and clinical milestone performance goals over the next three years. We believe that these equity incentive awards effectively align the interests of our executives with those of our stockholders by directly linking compensation to the value of our Common Stock. Also, in 2024, our Compensation & Management Development Committee recommended and our Board approved a stock ownership policy (see below under “Stock Ownership Policy”. |

  27. Compensation Governance and Best Practices

    | What We Do | | What We Do Not Do | | ✓ | Emphasize performance-based, at-risk compensation.X | Do not grant guaranteed salary, bonus or equity compensation. | | ✓ | Emphasize the use of equity compensation to promote executive alignment with shareholders and reward long-term value creation.X | Do not provide excessive perquisites. | | ✓ | Weight the overall pay mix towards incentive compensation for senior executives.X | Do not provide any tax gross-ups for change-in-control payments. | | ✓ | Engage an independent compensation consultant to advise our Compensation & Management Development Committee.X | Do not reprice stock option awards issued under our 2017 Equity Incentive Plan without stockholder approval. | | ✓ | Engage with shareholders to understand views on executive compensationX | Do not provide supplemental executive retirement plans. | | ✓ | Maintain a NASDAQ-compliant clawback policy.X | Do not provide excessive severance payments. | | ✓ | Maintain an insider trading policy, including anti-hedging and anti-pledging provisions. | | | ✓ | Maintain an independent Compensation & Management Development Committee. | | | ✓ | Set challenging corporate performance goals. Maintain an industry-specific and size-appropriate compensation peer group for benchmarking compensation. | | | ✓ | Conduct annual compensation risk assessment | | | ✓ | Utilize an annual incentive plan with pre-set corporate goals and capped payouts | | | ✓ | Maintain an annual say-on-pay vote frequency | | | ✓ | Maintain a stock ownership policy | |

  28. 2024 Shareholder Engagement and Stockholder Advisory Vote on Executive Compensation

    2024 Shareholder Engagement and Stockholder Advisory Vote on Executive Compensation As Rhythm grows and evolves as a company, it is important that its compensation programs both incentivize and engage executives and employees while ensuring continued alignment with shareholders. At our 2024 annual meeting of stockholders, our stockholders voted in a non-binding, advisory vote to approve the compensation of our NEOs with a support level of 97.1% of the votes cast. During 2023, our Compensation & Management Committee Chair spoke with investors whose aggregate holdings represented more than 50% of Rhythm’s outstanding shares to hear their feedback regarding both executive compensation program design and quantum. What we heard was general support of the company and its continued strong market growth and performance. Within that context, shareholders were interested in seeing defined financial goals incorporated into the long-term incentive plan, in addition to strategic company non-financial objectives. Based on the valuable feedback we received from our shareholders, the Compensation & Management Development Committee granted PSUs to the CEO and executive team in 2024 which have defined financial, commercial and strategic performance goals that will be measured over a three-year period. At our 2021 annual meeting of stockholders, our stockholders voted in a non-binding, advisory vote in favor of having a non-binding stockholder vote on executive compensation once every year. Consistent with the stated preference of a majority of our stockholders, our next advisory vote on our NEOs’ compensation will be held at this 2025 annual meeting, pursuant to Proposal No. 3.

  29. Executive Compensation Objectives and Philosophy

    | ● | Provide reward opportunities consistent with our performance on both a short-term and long-term basis; and |

  30. Executive Compensation Objectives and Philosophy

    | ● | Align the long-term interests of our NEOs with those of our stockholders. |

  31. Role of Compensation Consultant

    Role of Compensation Consultant In order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, our Compensation & Management Development Committee retains an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in designing and administering our executive compensation program. During 2024, the Compensation & Management Development Committee continued to engage Pay Governance LLC (“Pay Governance”) as its executive compensation advisor. The Compensation & Management Development Committee has evaluated the independence of Pay Governance pursuant to the requirements of Nasdaq and SEC rules and has determined that Pay Governance does not have any conflicts of interest in advising the Compensation & Management Development Committee. Pay Governance, as an independent executive advisory firm, did not provide any other services to the Company in 2024 for which the amount of fees exceeded $120,000. In September 2023, with the success of our commercial launch, we reviewed and updated our peer group to ensure it remained aligned with our company size and stage of development. At that time, Pay Governance proposed a group of peer companies based on the following parameters:

  32. Role of Compensation Consultant

    | ● | Operates in the biopharmaceutical industry and, to the degree possible, having a rare disease focus; |

  33. Role of Compensation Consultant

    | ● | Comparable in terms of market capitalization, clinical stage of development, headcount, and revenue; |

  34. Role of Compensation Consultant

    | ● | Allows for sufficient room to grow without over-or under-extending; and |

  35. Role of Compensation Consultant

    | ● | Considers the criteria proxy advisors will apply when determining their own comparator groups for purposes of pay for performance and Say on Pay analyses. |

  36. Role of Compensation Consultant

    Based on these criteria, the following companies were removed from the peer group due to such companies no longer being reporting companies as a result of acquisitions or due to their market value relative to Rhythm being significantly below the targeted range.

  37. Role of Compensation Consultant

    | Albireo Pharma | Cara Therapeutics | ChemoCentryx | | Esperion Therapeutics | G1 Therapeutics | Global Blood Therapeutics |

  38. Role of Compensation Consultant

    The following companies were added to the peer group to ensure Rhythm remains within a reasonable range of peer median in terms of market value and revenue.

  39. Role of Compensation Consultant

    | Amylyx Pharmaceuticals | Ardelyx | BridgeBio Pharma | | Krystal Biotech | Mirati Therapeutics | Mirum Pharmaceuticals |

  40. Role of Compensation Consultant

    The peer group below reflecting these changes was approved by our Compensation & Management Development Committee and utilized to make 2024 compensation decisions.

  41. Role of Compensation Consultant

    | Agios Pharmaceuticals | Amicus Therapeutics | Amylyx Pharmaceuticals | Apellis Pharmaceuticals | | Ardelyx | BioCryst Pharmaceuticals | BridgeBio Pharma | Deciphera Pharmaceuticals | | Krystal Biotech | Mirati Therapeutics | Mirum Pharmaceuticals | Insmed | | Intra-Cellular Therapies | Karyopharm Therapeutics | Ocular Therapeutix | Rigel Pharmaceuticals | | TG Therapeutics | Travere Therapeutics | Ultragenyx Pharmaceuticals | Vericel |

  42. Role of Compensation Consultant

    In December 2023, Pay Governance provided an analysis of data derived from (i) members of our peer group and (ii) the Radford Global Life Sciences survey, the constituent companies of which were not provided to the Compensation & Management Development Committee. For 2024, the Compensation & Management Development Committee used Pay Governance’s analysis to help structure a competitive executive compensation program, position executive compensation by considering market data, and make individual compensation decisions based on comparable positions at companies with which we compete for talent. While the Compensation & Management Development Committee does not establish compensation levels solely based on a review of competitive data or benchmark to any particular level, it believes such data is a useful tool in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate and retain qualified executive officers.

  43. Elements of Compensation

    | ● | Annual Performance-Based Incentive Compensation. Annual performance bonuses promote short-term performance objectives and reward executives for their contributions toward achieving those objectives; and |

  44. Elements of Compensation

    | ● | Equity Based Long-Term Incentive Compensation. Equity compensation, provided in the form of stock options, RSUs and PSUs, aligns executives’ interests with our stockholders’ interests, emphasizes long-term financial and operational performance, and helps retain executive talent. |

  45. Elements of Compensation

    In addition, our executives are eligible to participate in our health and welfare programs and our 401(k) plan (or local equivalent) on the same basis as our other employees. We also maintain severance and change in control arrangements, which aid in attracting and retaining executive talent and help executives to remain focused and dedicated during potential transition periods due to a change in control. Each of these elements of compensation for 2023 is described further below.

  46. Cash Incentive Compensation

    Cash Incentive Compensation We consider annual cash incentive bonuses to be an important component of our total compensation program that provides incentives necessary to retain executive officers and drive company performance in alignment with short and long - term strategic goals. Each NEO is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount expressed as a percentage of the NEO’s base salary. Actual bonuses are calculated based on these target bonus amounts multiplied by a weighted achievement score determined by the Compensation & Management Development Committee and the Board based on overall achievement of the annual corporate goals and each named executive officer’s achievement of his or her individual goals. In 2024, achievement of the corporate goals accounted for 70% of the overall achievement score and achievement of each named executive officer’s individual goals accounted for 30% of the overall achievement score. At the beginning of each year, the Compensation & Management Development Committee and the Board review and approve the annual corporate goals. There is no minimum bonus percentage or amount established for the named executive officers and, as a result, the bonus amounts vary from year to year based on corporate and individual performance. The Committee and the Board retain discretion to increase or decrease individual awards in their discretion. For the 2024 annual bonus program, the corporate goals were designed to measure our commercial growth and the development of our product candidates, including the progression and enrollment of our clinical programs, announcement of clinical trial results, achievement of product candidate development and regulatory milestones, expansion of genetic disease and patient identification programs, and progression of our commercial capabilities through establishment of infrastructure and facilities. The individual goals were designed to measure each officer’s individual contribution to the corporate goals and his or her individual performance. For 2024, the corporate performance goals as well as their relative weightings and levels of actual achievement are set out in the table below. For each of these metrics, there was an opportunity to achieve greater than 100% of the target bonus opportunity depending on the importance of the metric and key milestones. Maximum opportunities are listed in the chart below by category. The maximum payout opportunity for the 2024 corporate bonus program was capped at 200%. Actual achievement for the 2024 corporate bonus program was 135%, as determined by the Board upon recommendation of the Compensation & Management Development Committee. The 2024 individual goals for each NEO were aligned with and based on each NEO’s ability to influence the company’s attainment of the corporate objectives. Individual goals represent 30% of each NEOs annual target bonus opportunity. Our NEOs’ 2024 target bonuses as a percentage of base salary were as follows:

  47. Cash Incentive Compensation

    | | 2024 Target Bonus | | | (as a percentage of | | Name | base salary) | | David P. Meeker | 70% | | Hunter C. Smith | 50% | | Jennifer Lee | 45% | | Yann Mazabraud | 45% | | Joseph Shulman | 45% |

  48. Cash Incentive Compensation

    After the end of 2024, the Compensation & Management Development Committee and the Board determined that the Company had achieved the 2024 corporate goals at 135% of target, reflecting the significant progress on key objectives made during 2024. In addition, based on its review of the executives’ individual performance in 2024, the Compensation & Management Development Committee approved individual performance modifiers for 2024. The average individual performance modifier for all NEOs for 2024 was 146%. The table below shows each executive’s target award and actual payout under the 2024 annual bonus program.

  49. Cash Incentive Compensation

    | | 2024 Target | Actual 2024 | | Named Executive Officer | Bonus | Bonus Payout | | David P. Meeker | $522,200 | $744,135 | | Hunter C. Smith | $252,000 | $352,000 | | Jennifer Lee | $221,355 | $302,000 | | Yann Mazabraud(1) | $212,568 | $297,075 | | Joseph Shulman | $203,580 | $272,000 |

  50. Cash Incentive Compensation

    | (1) This amount was converted from Euros to U.S. dollars based on an exchange rate of 1.03872 as of December 31, 2024. |

  51. Equity-Based Long-Term Incentive Awards

    Equity-Based Long-Term Incentive Awards We maintain the 2017 Equity Incentive Plan (the “2017 Plan”), under which we may grant equity incentive awards to directors, employees and consultants of our Company and our affiliates, to enable us to attract and retain services, skills and experience of these individuals, which we believe are essential to our long-term success. We do not currently have any formal policy for determining the number of equity-based awards to grant to NEOs. In March 2023, the Compensation & Management Development Committee approved rules under the 2017 Plan for grants of stock options and RSUs to participants in France (the “French Sub - Plan”). The implementation of the French Sub - Plan is intended to provide both French employee and employer tax benefits in connection with the grant of long - term incentive awards.

  52. 2024 Time-Based Awards

    2024 Time-Based Awards In 2024, our Compensation & Management Development Committee approved grants of stock options and RSUs to our NEOs. Our NEOs were awarded a blend of stock options and RSUs similar to other commercial stage life sciences companies in the market. Annual equity awards are designed as long-term incentive and retention tools, determined by the Compensation & Management Development Committee and based on a number of factors including equity value, equity as a portion of total direct compensation, and relevant external market data and recommendations provided by Compensation & Management Development Committee’s independent compensation consultant. The stock options are scheduled to vest and become exercisable in sixteen substantially equal quarterly installments following the applicable vesting commencement date. The RSUs are scheduled to vest in four equal annual installments following the applicable vesting commencement date, except with respect to two grants of RSUs to Mr. Mazabraud under the French Sub - Plan that vest on the first anniversary of the grant date, which grants were made in replacement of previously issued RSU grants that were non-qualified for French tax purposes. All such non-qualified, unvested RSU awards granted to Mr. Mazabraud were canceled at the time of these replacement grants. Vesting of the stock options and RSUs is subject to continued service through each applicable vesting date. The following table contains a summary of grants of stock options and RSUs to our NEOs in 2024:

  53. 2024 Time-Based Awards

    | | Number of Shares | | | | Underlying Stock | | | Name | Options | Number of RSUs | | David P. Meeker | 259,000 | 85,000 | | Hunter C. Smith | 80,400 | 26,400 | | Jennifer Lee | 67,000 | 22,000 | | Yann Mazabraud | 67,000 | 40,905 | | Joseph Shulman | 50,250 | 16,500 |

  54. 2024 Performance-Based Awards

    2024 Performance-Based Awards In the context of shareholder outreach discussions and upon conclusion of the 2021 PSU Award performance period, the Committee determined to grant new PSU awards to our NEOs in 2024 with long-term performance criteria designed to drive shareholder value and align executive pay with compensation performance. In April 2024, our Compensation & Management Development Committee approved PSU grants to our NEOs that vest upon the achievement of key strategic financial, commercial and clinical milestone performance goals over a three-year period. Shares will vest, if any, following the conclusion of the performance period based on the Committee’s certification of performance results relative to the original goals. Payouts may range from 0% to 140% of target depending on performance and are calculated by multiplying the aggregate achievement percentage over the performance period by the target number of PSUs subject an award. The performance metrics for the PSUs granted in 2024 are set forth in the below table: The table below provides the target number of PSUs granted to each of our NEOs in April 2024. When the Compensation & Management Development Committee approved the PSU awards in April 2024, it elected to defer finalization of the 2025 Net Product Revenue and 2026 Net Product Revenue milestones. As a result and consistent with Financial Accounting Standards Codification Topic 718 (“ASC Topic 718”), a portion of the PSU awards was deemed for accounting purposes to have been granted in February 2025 when the 2025 Net Product Revenue Milestones were established and a portion will be deemed to be granted when the 2026 Net Product Revenue milestones are established.

  55. 2024 Performance-Based Awards

    | Name | Number of Performance Units | | David P. Meeker | 50,000 | | Hunter C. Smith | 40,000 | | Jennifer Lee | 40,000 | | Yann Mazabraud | 40,000 | | Joseph Shulman | 40,000 |

  56. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We are party to employment letter agreements with each of our NEOs. The employment letter agreements for our NEOs that are based in the United States provide for severance benefits and payments upon a termination without cause or for good reason, whereas Mr. Mazabraud’s employment letter agreement provides for a three-month notice period in the event of a termination of his employment other than a termination due to serious or gross misconduct plus severance benefits and payments per French law and mandatory industry-wide collective bargaining agreement provisions for the pharmaceutical industry in France. Our Compensation & Management Development Committee believes that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such arrangements can mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits provided under our severance and change in control arrangements are designed to be competitive with market practices. A description of these arrangements, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2024, are set forth in “Potential Payments Upon Termination or Change in Control” below.

  57. “Golden Parachute” Payments

    “Golden Parachute” Payments Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Compensation & Management Development Committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control.

  58. Accounting for Share-Based Compensation

    Accounting for Share-Based Compensation We follow ASC Topic 718, for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and RSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.

  59. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs during the fiscal years indicated.

  60. 2024 Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | | Incentive | | | | | | | Stock | Option | Plan | All Other | | | | | Salary | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | David P. Meeker | 2024 | 740,472 | 4,382,955 | 8,784,115 | 744,135 | 12,065 | 14,663,742 | | Chief Executive Officer | 2023 | 704,715 | 1,545,275 | 4,334,521 | 634,053 | 11,893 | 7,230,457 | | | 2022 | 652,050 | — | 2,157,300 | 505,420 | 10,988 | 3,325,758 | | Hunter C. Smith | 2024 | 499,385 | 1,458,419 | 2,726,806 | 352,000 | 13,800 | 5,050,410 | | Chief Financial Officer | 2023 | 476,154 | 538,795 | 1,011,892 | 261,000 | 20,166 | 2,308,007 | | | 2022 | 460,000 | 110,500 | 412,425 | 217,000 | 15,200 | 1,215,125 | | Jennifer Lee | 2024 | 488,266 | 1,241,807 | 2,272,339 | 302,000 | 13,800 | 4,318,212 | | Executive Vice President, | 2023 | 464,731 | 493,668 | 885,405 | 246,000 | 16,406 | 2,106,210 | | Head of North America | 2022 | 430,000 | 93,500 | 348,975 | 202,000 | 12,200 | 1,086,675 | | Yann Mazabraud(5) | 2024 | 467,224 | 1,999,709 | 2,272,339 | 297,075 | 585,276(6) | 5,621,623 | | Executive Vice President, | 2023 | 448,848 | 805,100 | — | 238,688 | 249,373 | 1,742,009 | | Head of International | 2022 | 380,643 | 93,500 | 348,975 | 202,697 | 164,090 | 1,189,905 | | Joseph Shulman | 2024 | 449,054 | 971,042 | 1,704,254 | 272,000 | 13,800 | 3,410,150 | | Chief Technical Officer | 2023 | 430,192 | 430,763 | 632,432 | 226,000 | 21,081 | 1,740,468 | | | 2022 | 410,000 | 72,250 | 269,663 | 186,000 | 12,200 | 950,113 |

  61. 2024 Summary Compensation Table

    | (1) Amounts reflect the full grant-date fair value of stock awards granted during fiscal 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to our NEOs in Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. As required pursuant to SEC disclosure rules, the grant-date fair values of the PSUs awarded to Dr. Meeker, Mr. Smith, Ms. Lee, Mr. Mazabraud and Mr. Shulman were computed based on the probable outcomes of the performance conditions as of the grant date. Assuming maximum achievement of the performance conditions, the value of the PSUs as of the grant date is $1,658,672 for Dr. Meeker, $1,326,938 for Mr. Smith, $1,326,938 for Ms. Lee, $1,326,938 for Mr. Mazabraud and $1,326,938 for Mr. Shulman. |

  62. 2024 Summary Compensation Table

    | (2) Amounts reflect the full grant-date fair value of stock options granted during fiscal 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock options granted to our NEOs in Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  63. 2024 Summary Compensation Table

    | (3) Amounts for fiscal 2024 represent payments earned by our NEOs based upon the achievement of certain company and individual performance objectives for fiscal 2024. Please see the description of the annual bonus program under “Cash Incentive Compensation” in the CD&A above. |

  64. 2024 Summary Compensation Table

    | (4) Other than for Mr. Mazabraud, amounts for fiscal 2024 represent employer matching contributions to our 401(k) plan. |

  65. 2024 Summary Compensation Table

    | (5) Amounts for 2024 shown for Mr. Mazabraud have been converted from Euros to U.S. dollars based on an exchange rate of 1.03872 as of December 31, 2024. |

  66. 2024 Summary Compensation Table

    | (6) Amount includes the aggregate amount of payments made in respect of Mr. Mazabraud’s work-from-home allowance of $8,310 and employer contributions to statutory pension and social security schemes on his behalf of $576,966. |

  67. 2024 Summary Compensation Table

    Grants of Plan-Based Awards in Fiscal 2024 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2024 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal year 2024.

  68. 2024 Summary Compensation Table

    | | | | | | | | | | All Other | | | | | | | | | | | | All Other | Option | | | | | | | | | | | | Stock Awards: | Awards: | Exercise or | Grant Date | | | | Estimated Future Payouts | | | | | | Number of | Number of | Base Price of | Fair Value of | | | | Under Non-Equity Incentive | | | Estimated Future Payouts Under | | | Shares of | Securities | Option | Stock and | | | | Plan Awards(1) | | | Equity Incentive Plan Awards | | | Stock or | Underlying | Awards | Option | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units(#) | Options(#) | ($/Sh) | Awards ($) | | David P. Meeker | — | — | 522,200 | 917,375 | — | — | — | — | — | — | — | | | 2/16/2024 | — | — | — | — | — | — | — | 259,000 | $49.23 | $8,784,115 | | | 2/16/2024 | — | — | — | — | — | — | 85,000 | — | — | $4,184,550 | | | 4/26/2024 | — | — | — | — | 36,665 | 43,330 | — | — | — | $198,405 | | Hunter C. Smith | — | — | 252,000 | 442,701 | — | — | — | — | — | — | — | | | 2/16/2024 | — | — | — | — | — | — | — | 80,400 | $49.23 | $2,726,806 | | | 2/16/2024 | — | — | — | — | — | — | 26,400 | — | — | $1,299,672 | | | 4/26/2024 | — | — | — | — | 29,332 | 34,664 | — | — | — | $158,747 | | Jennifer Lee | — | — | 221,355 | 388,865 | — | — | — | — | — | — | — | | | 2/16/2024 | — | — | — | — | — | — | — | 67,000 | $49.23 | $2,272,339 | | | 2/16/2024 | — | — | — | — | — | — | 22,000 | — | — | $1,083,060 | | | 4/26/2024 | — | — | — | — | 29,332 | 34,664 | — | — | — | $158,747 | | Yann Mazabraud | — | — | 212,568 | 373,430 | — | — | — | — | — | — | — | | | 2/16/2024 | — | — | — | — | — | — | — | 67,000 | $49.23 | $2,272,339 | | | 2/16/2024 | — | — | — | — | — | — | 22,000 | — | — | $1,083,060 | | | 4/15/2024 | — | — | — | — | — | — | 8,905 | — | — | $357,001 | | | 4/15/2024 | — | — | — | — | — | — | 10,000 | — | — | $400,900 | | | 4/26/2024 | — | — | — | — | 29,332 | 34,664 | — | — | — | $158,747 | | Joseph Shulman | — | — | 203,580 | 357,639 | — | — | — | — | — | — | — | | | 2/16/2024 | — | — | — | — | — | — | — | 50,250 | $49.23 | $1,704,254 | | | 2/16/2024 | — | — | — | — | — | — | 16,500 | — | — | $812,295 | | | 4/26/2024 | — | — | — | — | 29,332 | 34,664 | — | — | — | $158,747 |

  69. 2024 Summary Compensation Table

    | (1) Amounts reflect potential payouts under our 2024 annual bonus program. The target amount is based on a percentage of the individual’s fiscal year 2024 base salary. Please see the description of the annual bonus program under “Cash Incentive Compensation” in the CD&A above. The maximum amount reflects the maximum corporate achievement opportunity of 200% for 2024 for the corporate achievement component and assumes a 200% cap on the individual achievement component. |

  70. 2024 Summary Compensation Table

    | (2) PSUs are eligible to vest upon the achievement of financial, commercial and strategic performance goals and are reflected in the table based on the probable outcomes of the performance conditions as of the grant date. |

  71. 2024 Summary Compensation Table

    | (3) Amounts reflect the full grant-date fair value of stock options, RSUs and PSUs granted during fiscal year 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to our NEOs in Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  72. NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

  73. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    Outstanding Equity Awards at 2024 Fiscal Year-End Table The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2024.

  74. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | Equity | | | | | | | | | | Equity | Incentive | | | | | | | | | | Incentive | Plan | | | | | | | | | | Plan | Awards: | | | | | | | | | | Awards: | Market or | | | | | | | | | | Number of | Payout Value | | | | Number of | Number of | | | Number of | Market Value | Unearned | of Unearned | | | | Securities | Securities | | | Shares or | of Shares or | Shares, Units | Shares, Units | | | | Underlying | Underlying | | | Units of Stock | Units of Stock | or Other | or Other | | | Vesting | Unexercised | Unexercised | Option | Option | That Have | That Have | Rights That | Rights That | | | Commencement | Options (#) | Options (#) | Exercise | Expiration | Not Vested | Not Vested | Have Not | Have Not | | Name | Date | Exercisable | Unexercisable | Price ($) | Date | (#) | ($)(1) | Vested (#) | Vested ($) | | David P. Meeker, M.D. | 11/17/2015(2) | 43,620 | | $4.59 | 11/16/2025 | | | | | | | 1/6/2017(2) | 65,430 | | $6.05 | 02/07/2027 | | | | | | | 6/6/2018(3) | 10,000 | | $34.89 | 06/05/2028 | | | | | | | 6/19/2019(3) | 15,000 | | $22.93 | 06/18/2029 | | | | | | | 6/17/2020(3) | 18,500 | | $21.37 | 06/16/2030 | | | | | | | 7/20/2020(4) | 900,000 | | $22.53 | 07/19/2030 | | | | | | | 2/11/2021(5) | 206,250 | 13,750 | $30.66 | 02/10/2031 | | | | | | | 2/9/2022(5) | 350,625 | 159,375 | $6.80 | 02/08/2032 | | | | | | | 2/1/2023(5) | 100,450 | 129,150 | $27.35 | 2/1/2033 | | | | | | | 2/1/2023(6) | | | | | 42,375 | 2,372,153 | | | | | 2/16/2024(5) | 48,561 | 210,439 | $49.23 | 2/16/2034 | | | | | | | 2/16/2024(6) | | | | | 85,000 | 4,758,300 | | | | | 4/26/2024(8) | | | | | | | 36,665 | 2,052,507 | | Hunter C. Smith | 7/31/2017(4) | 100,594 | | $6.88 | 08/08/2027 | | | | | | | 2/14/2018(5) | 61,000 | | $25.79 | 02/13/2028 | | | | | | | 2/13/2019(5) | 70,000 | | $29.78 | 02/12/2029 | | | | | | | 2/14/2020(5) | 82,000 | | $17.87 | 02/13/2030 | | | | | | | 7/20/2020(5) | 25,000 | | $22.53 | 07/19/2030 | | | | | | | 2/11/2021(5) | 52,734 | 3,516 | $30.66 | 02/10/2031 | | | | | | | 2/11/2021(6) | | | | | 2,343 | 131,161 | | | | | 2/9/2022(5) | 67,031 | 30,469 | $6.80 | 02/08/2032 | | | | | | | 2/9/2022(6) | | | | | 8,124 | 454,782 | | | | | 2/1/2023(5) | 23,450 | 30,150 | $27.35 | 2/1/2033 | | | | | | | 2/1/2023(6) | | | | | 14,775 | 827,105 | | | | | 2/16/2024(5) | 15,074 | 65,326 | $49.23 | 2/16/2034 | | | | | | | 2/16/2024(6) | | | | | 26,400 | 1,477,872 | | | | | 4/26/2024(8) | | | | | | | 29,332 | 1,642,005 | | Yann Mazabraud | 10/5/2020(7) | 100,000 | | $22.28 | 10/04/2030 | | | | | | | 2/11/2021(5) | 45,703 | 3,047 | $30.66 | 02/10/2031 | | | | | | | 2/9/2022(5) | 56,719 | 25,781 | $6.80 | 02/08/2032 | | | | | | | 4/14/2023(6) | | | | | 31,125 | 1,742,378 | | | | | 2/16/2024(5) | 12,563 | 54,437 | $49.23 | 2/16/2034 | | | | | | | 2/16/2024(6) | | | | | 22,000 | 1,231,560 | | | | | 4/15/2024(9) | | | | | 8,905 | 498,502 | | | | | 4/15/2024(9) | | | | | 10,000 | 559,800 | | | | | 4/26/2024(8) | | | | | | | 29,332 | 1,642,005 | | Jennifer Lee | 11/9/2020(7) | 71,283 | | $24.29 | 11/08/2030 | | | | | | | 2/11/2021(5) | 34,061 | 3,047 | $30.66 | 02/10/2031 | | | | | | | 2/11/2021(6) | | | | | 2,031 | 113,695 | | | | | 2/9/2022(5) | 9 | 25,781 | $6.80 | 02/08/2032 | | | | | | | 2/9/2022(6) | | | | | 6,874 | 384,807 | | | | | 2/1/2023(5) | 20,519 | 26,381 | 27.35 | 2/1/2033 | | | | | | | 2/1/2023(6) | | | | | 13,537 | 757,801 | | | | | 2/16/2024(5) | 12,562 | 54,438 | $49.23 | 2/16/2034 | | | | | | | 2/16/2024(6) | | | | | 22,000 | 1,231,560 | | | | | 4/26/2024(8) | | | | | | | 29,332 | 1,642,005 | | Joseph Shulman | 2/11/2021(5) | 35,156 | 2,344 | $30.66 | 02/10/2031 | | | | | | | 2/11/2021(6) | | | | | 1,562 | 87,441 | | | | | 2/9/2022(5) | | 19,922 | $6.80 | 02/08/2032 | | | | | | | 2/9/2022(6) | | | | | 5,312 | 297,366 | | | | | 2/1/2023(5) | 4,188 | 18,844 | 27.35 | 2/1/2033 | | | | | | | 2/1/2023(6) | | | | | 11,812 | 661,236 | | | | | 2/16/2024(5) | 9,421 | 40,829 | $49.23 | 2/16/2034 | | | | | | | 2/16/2024(6) | | | | | 16,500 | 923,670 | | | | | 4/26/2024(8) | | | | | | | 29,332 | 1,642,005 |

  75. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (1) Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our Common Stock on December 31, 2024 (the last trading day of 2024), which was $55.98. |

  76. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (2) These options vest in 3 equal annual installments following the vesting commencement date, except that the last installment, if necessary, may be smaller. |

  77. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (3) These options vest in full upon the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders. |

  78. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (4) 25% of the shares subject to these options vest on the first anniversary of the vesting commencement date, and the remaining shares vest in 36 monthly installments thereafter, except that the last installment, if necessary, may be smaller. |

  79. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (5) These options vest in 16 equal quarterly installments following the vesting commencement date, except that the last installment, if necessary, may be smaller. |

  80. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (6) These RSUs will vest in 4 equal annual installments beginning on the first anniversary of the vesting commencement date, except that the last installment, if necessary, may be smaller. |

  81. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (7) 25% of the shares subject to this option vest on the first anniversary of the vesting commencement date, and the remaining shares vest in 12 quarterly installments thereafter, except that the last installment, if necessary, may be smaller. |

  82. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (8) These PSUs are eligible to vest upon the Compensation & Management Development Committee’s determination of performance following the end of the performance period ending on December 31, 2026, subject to continued service through such determination date. For additional information about the PSUs, see the section of our CD&A above titled “2024 Performance-Based Awards”. |

  83. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (9) These RSUs vest in full on April 15, 2025. |

  84. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table shows the stock options exercised and the stock awards vested during 2024.

  85. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | Stock Awards | | | | Number of Shares | | Number of Shares | | | | Acquired on | Value Realized | Acquired on | Value Realized | | Name | Exercise (#) | on Exercise(1) ($) | Vesting (#) | on Vesting(2) ($) | | David P. Meeker | — | — | 113,125 | $4,673,811 | | Hunter C. Smith | — | — | 45,082 | $1,926,336 | | Jennifer Lee | 60,981 | $2,850,160 | 43,732 | $1,859,241 | | Yann Mazabraud | — | — | 49,594 | $2,068,577 | | Joe Shulman | 102,206 | $3,325,988 | 41,906 | $1,768,575 |

  86. Option Exercises and Stock Vested in Fiscal 2024

    | (1) Calculated by multiplying (i) the number of shares exercised by (ii) the difference between the closing price of the Company’s Common Stock on the date of exercise and the exercise price of the option. |

  87. Option Exercises and Stock Vested in Fiscal 2024

    | (2) Calculated by multiplying the shares vested by the closing prices of the Company’s Common Stock on the applicable dates of vesting. |

  88. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In accordance with SEC rules, the following table summarizes the payments that would be made to certain of our NEOs upon the occurrence of certain qualifying terminations of employment, assuming such NEO’s termination of employment with the Company occurred on December 31, 2024 and, where relevant, that a change in control of the Company occurred on December 31, 2024. Amounts shown in the table below do not include (1) accrued but unpaid salary and (2) other benefits earned or accrued by the named executive officers during the NEO’s employment that are available to all salaried employees, such as accrued vacation. We have entered into certain letter agreements with each of our NEOs that provide our NEOs with severance protections. The letter agreements provide that the NEOs will be eligible for severance benefits in certain circumstances following a termination of employment without cause or with good reason, whether or not in connection with a change in control. Additionally, the PSUs granted in 2024 provide for accelerated vesting upon a change in control, with such PSUs vesting at 100% or such greater percentage if the Committee determines that sufficient milestones have been attained or that it is probable such milestones will be attained. Under the employment letter agreements for the NEOs, other than Mr. Mazabraud, in the event that such executive’s employment is terminated by the Company without “cause,” or by the executive for “good reason” (each, as defined in the applicable agreement, and referred to herein as a qualifying termination), then such executive will be entitled to the severance payments and benefits described below. If Dr. Meeker experiences a qualifying termination of employment, then, in addition to any accrued amounts, he will be entitled to receive 12 months of continued base salary, paid in substantially equal installments over a period of 12 months, and reimbursement for continued healthcare benefits for up to 12 months following the date of termination. However, in the event that Dr. Meeker experiences a qualifying termination of employment within three months prior to, or within 12 months following a change in control of the Company (referred to herein as the Change in Control Period), then Dr. Meeker will be entitled to receive (i) a cash severance amount equal to (A) 18 months of his then-current base salary and (B) 150% of his then-current target annual bonus, paid in substantially equal installments over a period of 18 months (unless the Company elects to pay such amount in lump sum), (ii) reimbursement for continued healthcare benefits for up to 18 months following the date of termination and (iii) accelerated vesting of each outstanding and unvested equity award held by him. If Messrs. Smith or Shulman or Ms. Lee experiences a qualifying termination of employment, then, in addition to any accrued amounts, such individual will be entitled to receive 9 months of continued base salary, paid in substantially equal installments over a period of 9 months, and reimbursement for continued healthcare benefits for up to 9 months following the date of termination. However, in the event that Messrs. Smith or Shulman or Ms. Lee experiences a qualifying termination of employment within the Change in Control Period, such individual will be entitled to receive (i) a cash severance amount equal to (A) 12 months of his then-current base salary and (B) 100% of such individual’s then-current target bonus, payable over 12 months following such termination, (ii) reimbursement for continued healthcare benefits for up to 12 months following the date of termination and (iii) accelerated vesting of each outstanding and unvested equity award held by such individual. If Mr. Mazabraud experiences a termination of employment that is not due to serious misconduct (“faute grave”) or gross misconduct (“faute lourde”), Mr. Mazabraud is entitled to a three-month notice period or three months’ compensation in lieu of notice. Notwithstanding the accelerated vesting in the event of a qualifying termination of employment within the Change in Control Period described above, the PSUs granted in 2024 provide that in the event the individual experiences a qualifying termination of employment within three months prior to a change in control, the PSUs will remain outstanding and eligible to vest in connection with such change in control. All severance payments and benefits under the letter agreements are subject to the NEO’s execution of a release of claims against us and continued compliance with certain restrictive covenants. The letter agreements also include a Section 280G “best pay” provision, which provides that if any amount received by the NEO pursuant to the agreement or otherwise that would be subject to the excise tax imposed by Section 4999 of the Code, the NEO would receive the full amount of the payments and benefits or an amount reduced so that no portion would be subject to the excise tax, whichever would result in the largest payment to the NEO on an after-tax basis.

  89. Estimated Potential Payments

    Estimated Potential Payments

  90. Estimated Potential Payments

    | | | Termination | | Termination Without | | | | Without Cause or | | Cause or for Good | | | | for Good Reason / | Change in Control | Reason / Cause in | | | | Cause (no Change | (no Termination) | Connection with a | | Name | Benefit | in Control) ($) | ($)(1) | Change in Control ($) | | David P. Meeker | Cash | 717,254 | — | 1,775,204 | | | Equity Acceleration(2) | — | 2,052,507 | 22,487,189 | | | Continued Healthcare | 32,079 | — | 48,118 | | | Total(3) | 749,333 | 2,052,507 | 24,310,511 | | Hunter C. Smith | Cash | 360,000 | — | 672,000 | | | Equity Acceleration | — | 1,642,005 | 7,424,629 | | | Continued Healthcare | 24,059 | — | 32,079 | | | Total(3) | 384,059 | 1,642,005 | 8,128,708 | | Jennifer Lee | Cash | 354,750 | — | 662,200 | | | Equity Acceleration | — | 1,642,005 | 7,098,021 | | | Continued Healthcare | 15,617 | — | 20,823 | | | Total(3) | 370,367 | 1,642,005 | 7,781,044 | | Yann Mazabraud | Cash | 98,750 | — | 98,750 | | | Equity Acceleration | — | 1,642,005 | 7,386,767 | | | All Other Payments or Benefits | — | — | — | | | Total(3) | 98,750 | 1,642,005 | 7,485,517 | | Joseph Shulman | Cash | 326,250 | — | 609,000 | | | Equity Acceleration | — | 1,642,005 | 5,465,990 | | | Continued Healthcare | 29,121 | — | 38,828 | | | Total(3) | 355,371 | 1,642,005 | 6,113,818 |

  91. Estimated Potential Payments

    | (1) Under the award agreements for the 2024 PSU Awards, the PSUs would have vested upon a change in control occurring on December 31, 2024 at 100% of the PSUs or a greater percentage if the Compensation & Management Development Committee determined that sufficient milestones have been attained or that it was probable such milestones will be attained. In addition, under our 2017 Plan, to the extent the surviving entity declined to continue, convert, assume or replace outstanding awards in the change in control, all outstanding options and RSUs would have vested upon the change in control. The amounts shown in this column assume that outstanding options and RSUs would be continued by the surviving entity and, accordingly, no value has been included for them in this column. For PSUs, the amount shown was calculated by multiplying the number of outstanding PSUs by $55.98, the closing trading price of our Common Stock on December 31, 2024. |

  92. Estimated Potential Payments

    | (2) With respect to options, the value of equity acceleration was calculated by multiplying (i) the number of accelerated shares of Common Stock underlying the options by (ii) the excess, if any, of $55.98, the closing trading price of our Common Stock on December 31, 2024, over the exercise price for the options. With respect to RSUs and outstanding PSUs, the value of equity acceleration was calculated by multiplying the number of accelerated RSUs and/or PSUs, as applicable, by $55.98, the closing trading price of our Common Stock on December 31, 2024. The PSUs would remain outstanding and eligible to vest in connection a change in control if the NEO experiences a qualifying termination within three months prior to the change in control. |

  93. Estimated Potential Payments

    | (3) Amounts shown are the maximum potential payment the NEO would have received as of December 31, 2024. Amounts of any reduction pursuant to the 280G best pay provision, if any, would be calculated upon actual termination of employment. |

  94. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our median employee. The annual total compensation for 2024 for our Chief Executive Officer was $14,663,742, as reported in the Summary Compensation Table. The annual total compensation for 2024 for our median employee, identified as discussed below, was $410,271, calculated using the methodology below. Based on this information, for 2024, the ratio of the annual total cash compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees was approximately 36 to 1.

  95. Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure

    Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure In 2023, we identified the median employee from our entire employee population (other than our Chief Executive Officer), whether employed on a full-time or part-time basis, as of December 31, 2023, which consisted of 223 employees. Within this group, the median employee was identified using a consistently applied compensation measure (“CACM”) of actual cash compensation received, which we calculated by aggregating cash compensation received during the fiscal year ending December 31, 2023, for each employee: (1) base pay, (2) bonuses, and (3) commissions. In identifying the median employee, we converted compensation amounts paid in foreign currencies based on the applicable year-to-date average exchange rate as of December 31, 2023 and annualized the compensation values of individuals that joined our Company during 2023. We did not exclude workers in non-U.S. countries and did not make any cost-of-living adjustments. Once the median employee was identified, we calculated the median employee’s annual target total direct compensation in accordance with the requirements of the Summary Compensation Table. For 2024, we used the same median employee identified in 2023 and used the same methodology above to calculate the median employee’s annual total compensation for 2024. It is our belief that even if we had rerun the full analysis and chosen a different median employee, the median employee’s total compensation for purposes of the CEO Pay Ratio analysis would not have changed significantly from 2023 due to growth and attrition in 2024 that was across the entire employee population. In particular, the majority of the growth in our employee population in 2024 was around the level, both in title and compensation, of the median employee identified in 2023 and used again for this 2024 analysis. This information is being provided for compliance purposes and should be viewed as a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation & Management Development Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions for 2024.

  96. Pay Versus Performance

    Pay Versus Performance In accordance with the SEC’s disclosure requirements regarding pay versus performance, this section presents the SEC-defined “Compensation Actually Paid,” or CAP. Also required by the SEC, this section compares CAP to various measures used to gauge our performance. CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed elsewhere in this proxy statement, not in replacement.

  97. 2024 Pay Versus Performance Table

    2024 Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2021, 2022, 2023 and 2024, and our financial performance for each such fiscal year:

  98. 2024 Pay Versus Performance Table

    | | | | Average | | | | | | | | | | Summary | Average | Value of Initial Fixed $100 | | | | | | Summary | | Compensation | Compensation | Investment Based on: | | | | | | Compensation | Compensation | Table Total | Actually Paid | Total | Peer Group | | | | | Table Total | Actually Paid | for Non-PEO | to Non-PEO | Shareholder | Total Shareholder | Net Income | Total Revenues | | Year | for PEO ($) | to PEO ($)(1) | NEOs ($) | NEOs ($)(1) | Return ($) | Return ($)(2) | ($) | ($)(3) | | 2024 | 14,663,742 | 18,680,784 | 4,600,098 | 6,662,641 | 188.27 | 93.49 | (260,602) | 130,126 | | 2023 | 7,230,457 | 19,005,711 | 1,974,174 | 4,813,432 | 154.61 | 94.03 | (184,678) | 77,428 | | 2022 | 3,325,758 | 24,142,912 | 1,110,455 | 4,805,393 | 97.94 | 89.90 | (181,119) | 23,638 | | 2021 | 6,458,360 | (10,017,699) | 2,069,493 | (775,040) | 33.57 | 100.02 | (69,612) | 3,154 |

  99. 2024 Pay Versus Performance Table

    | (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described in Note 2 below), which includes the individuals indicated in the table below for each fiscal year: |

  100. 2024 Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2024 | David P. Meeker | Hunter C. Smith, Jennifer Lee, Yann Mazabraud and Joseph Shulman | | 2023 | David P. Meeker | Hunter C. Smith, Jennifer Lee, Yann Mazabraud and Joseph Shulman | | 2022 | David P. Meeker | Hunter C. Smith, Jennifer Lee, Yann Mazabraud and Joseph Shulman | | 2021 | David P. Meeker | Hunter C. Smith, Murray Stewart, Jennifer Lee, Yann Mazabraud and Joseph Shulman |

  101. 2024 Pay Versus Performance Table

    The 2024 Summary Compensation Table totals reported for the PEO and the average of the Other NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”:

  102. 2024 Pay Versus Performance Table

    | | 2024 | | | | | Average for | | | PEO | Other NEO’s | | Summary Compensation Table Total | 14,663,742 | 4,600,098 | | ADJUSTMENTS(a): | | | | Deduction for Amounts reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table(a) | (13,167,070) | (3,661,679) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 14,814,603 | 5,167,345 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 1,446,713 | 369,568 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 3,068,264 | 620,657 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (805,993) | 112,541 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End (a) | (1,339,475) | (545,891) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date (b) | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | Adjustments Related to Defined Benefit and Actuarial Pension Plans (c) | — | — | | Compensation Actually Paid | 18,680,784 | 6,662,641 |

  103. 2024 Pay Versus Performance Table

    | (a) During FY 2024, certain PSUs issued to PEOs and NEOs in 2021 were forfeited due to non-fulfillment of performance standards. Additionally, Yann Mazabraud’s unvested RSUs were forfeited. |

  104. 2024 Pay Versus Performance Table

    | (b) No Dividends or Other Earnings were paid during the years presented above prior to Vesting Dates. |

  105. 2024 Pay Versus Performance Table

    | (c) The pensions adjustment is not applicable for the years presented above. |

  106. 2024 Pay Versus Performance Table

    Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. RSUs and PSUs are valued based on the closing stock price on the relevant measurement date. Stock options are valued using a Black-Scholes model as at the relevant measurement dates. (2)For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the NASDAQ Biotechnology Index (the “Peer Group”). The dollar amounts reported represent the amount of net loss reflected in the Company's audited financial statements for the applicable fiscal year.

  107. 2024 Pay Versus Performance Table

    | (3) Revenue is the Company’s selected GAAP measure. |

  108. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  109. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024:

  110. Pay Versus Performance Tabular List

    | ● | Total revenues; |

  111. Pay Versus Performance Tabular List

    | ● | Total shareholders return; and |

  112. Pay Versus Performance Tabular List

    | ● | Cash used in operations. |