DEF 14A of Gain Therapeutics, Inc.
Filed Apr 29, 2025 · FY20240001558370-25-005829
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board currently consists of eight directors. There are eight nominees for director this year: Gene Mack, Dov Goldstein, Hans Peter Hasler, Khalid Islam, Gwen Melincoff, Claude Nicaise, Eric I. Richman and Jeffrey Riley. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his or her successor is duly elected, and qualified, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed above, with the exception of Mr. Mack who joined our Board in January 2025, is a director of the Company who was previously elected by the stockholders. Our Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, diversity and high-level management experience necessary to oversee and direct our business. To that end, the committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the committee views as critical to effective functioning of the Board. To provide a mix of experience and perspective on the Board, the committee takes into account factors that it deems appropriate to maintain a balance of knowledge, experience and capability on the Board. The biographies below under “Information Regarding Director Nominees and Current Directors” include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or director nominee that led the committee to believe that that nominee should continue to serve on the Board. However, each of the members of the committee may have a variety of reasons why a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. Directors are elected by a plurality of the votes cast by the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, if a quorum is present, the eight nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the eight nominees named below. Proxies cannot be voted for a greater number of persons than the eight nominees named in this Proxy Statement. Broker non-votes and withheld votes will have no effect on the outcome of Proposal 1. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board. Each person nominated for election has agreed to be named in this Proxy Statement and to serve if elected. Our management has no reason to believe that the nominees will be unable to serve.
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director, as of the date of this Proxy Statement:
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS
| Name | Age | Principal Occupation/ Position Held With the Company | | Gene Mack | 51 | President, Chief Executive Officer and Director | | Khalid Islam, Ph.D. | 69 | Founder and Chairman of the Board | | Dov Goldstein, M.D. | 57 | Director | | Hans Peter Hasler | 69 | Director | | Gwen Melincoff | 73 | Director | | Claude Nicaise, M.D. | 72 | Director | | Eric I. Richman | 64 | Director | | Jeffrey Riley | 62 | Director |
NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS
NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS Gene Mack has served as our Chief Executive Officer and director since January 2025. Prior to that, Mr. Mack was our Interim Chief Executive Officer and Chief Financial Officer from June 2024 after joining the Company as our Chief Financial Officer (“CFO”) in April 2024. Prior to joining the Company, Mr. Mack was CFO of privately held Imcyse SA from October of 2021 to October of 2023. Prior to Imcyse, Gene was CFO at OncoC4 until September 2021, a privately held biotechnology company that spun out of Merck & Co’s (MSD) $475 million acquisition of OncoImmune in 2020 where he had also been CFO since September 2020. From May of 2019 to September 2020, Mr. Mack was CFO of BiomUp, US. From April of 2018 to December of 2018, Mr. Mack was CFO at Sellas Lifesciences Group Inc. (Nasdaq: SLS) through the company’s reverse merger with Galena Biopharma, Inc. Prior to Sellas, from April 2015 to April 2018, Mr. Mack was a consultant for a number of private and public biotechnology and pharmaceutical companies providing advisory and support for raising capital and business development transactions as well as implementing and managing all aspects of corporate finance, accounting, SEC reporting, legal affairs, treasury and investor/public relations. Formerly, Mr. Mack was a consultant and Senior Vice President and Chief Financial Officer of privately held Ascendia Pharmaceuticals and Nicox S.A. from 2015 through March 2018. Prior to Ascendia, Mr. Mack was Senior Director, Corporate Finance for Edge Therapeutics from 2013 to 2015 leading that company’s successful IPO efforts. From 2000 to 2013, Mr. Mack was a senior publishing analyst covering the life sciences sector at various banking institutions including Gruntal & Co, Lazard, and HSBC. Prior to his tenure on Wall Street, Mr. Mack completed research in biochemistry, at Cornell University Medical College and clinical neurology at Columbia University College of Physicians and Surgeons where he was part of a team investigating less invasive treatments for malignant gliomas and cerebrovascular disease including aneurysms, arteriovenous malformations and stroke. Mr. Mack received both his BS in Biochemistry and MBA in Finance from Fordham University. Our Board believes that Mr. Mack is qualified to serve as a director based on his extensive financial background and professional experience in the biotechnology industry. Khalid Islam, Ph.D. cofounded our company in 2017 and has served as Chairman of the Board since 2017. Dr. Islam has over 35 years of experience in the biotechnology and pharmaceutical industries. He is currently the Chairman of the Board of Fennec Pharmaceuticals Inc. and Minoryx Therapeutics S.L. From 2009 to 2014, Dr. Islam also served as Chairman and Chief Executive Officer of Gentium S.p.A, where, under his leadership, Defitelio was granted marketing authorization and the company went from a $25 million valuation to a $1 billion all-cash merger with Jazz Pharmaceuticals plc. From 1999 to 2008, he served as President and Chief Executive Officer of Arpida AG, where he transitioned the early-stage startup to a SWX-listed company and raised $300 million between their initial public offering and follow-ons. From 1987 to 1999, Dr. Islam held various positions at HMR & MMD (now Sanofi-Aventis). Prior to HMR & MMD, he worked in academia at Imperial College, University of London and Milan University, where he was a contract professor. He has also previously served as a director of Immunomedics Inc., Karolinska Development, MolMed S.p.A., OxThera AB, Rheoscience AS, PCovery AS, Adenium AS and C10 Pharma AS. He is an advisor to Kurma Biofund (Paris) and Indaco Ventures (Milan). Dr. Islam is a graduate of Chelsea College and received his Ph.D. from Imperial College, University of London. Our Board believes that Dr. Islam is qualified to serve as a director based on his extensive science background and professional experience. Dov Goldstein, M.D. has served as a member of our Board since January 2021. Dr. Goldstein has over 20 years of experience in the financial management of various biotechnology and pharmaceutical companies. He currently serves as Chief Financial Officer of BioAge Labs, a privately held biotechnology company. From January 2020 to June 2021, he served as Chief Financial Officer and Business Officer of Indapta Therapeutics. Dr. Goldstein served as Chief Executive Officer at RIGImmune. At Aisling Capital, a private investment firm, he served as Managing Partner, from 2014 to 2019, Partner from 2009 to 2014 and Principal from 2006 to 2009. Dr. Goldstein served as Chief Financial Officer and director of Loxo Oncology, between July 2014 and January 2015 and as its acting Chief Financial Officer from January 2015 to May 2015. From 2000 to 2005, Dr. Goldstein served as Chief Financial Officer of Vicuron Pharmaceuticals, which was acquired by Pfizer in September 2005. Prior to joining Vicuron, Dr. Goldstein was Director of Venture Analysis at HealthCare Ventures. Dr. Goldstein completed an internship in the Department of Medicine at Columbia-Presbyterian Hospital. Dr. Goldstein serves as a director of NeuBase Therapeutics and Coya Therapeutics. He served as a director of ADMA Biologics, Cempra (acquired by Melinta Therapeutics), Durata Therapeutics, Esperion Therapeutics, and Loxo Oncology. Dr. Goldstein received a B.S. from Stanford University, an M.B.A. from Columbia Business School, and an M.D. from Yale School of Medicine. Our Board believes that Dr. Goldstein is qualified to serve as a director based on his extensive science background and professional experience. Hans Peter Hasler has served as a member of our Board since January 2021. Mr. Hasler has over 30 years of experience in the biotechnology and pharmaceutical industries. Mr. Hasler is the Founder and, until February 2020 served as Chief Executive Officer, of Vicarius Pharma AG, a privately held company that provides strategic options to non-European bio-pharma companies bringing late-stage assets to the European market. Mr. Hasler is Chairman of the Board of HBM Healthcare Investments AG in Switzerland, Director of the Board of Minerva Neuroscience Inc., Boston, nonexecutive Chairman of the Board of Shield Therapeutics PLC, London, and Chief Advisor of SBTech Advisory, a small asset scouting company located in Israel, Switzerland, and the USA. His prior experience includes Elan Corporation, where he was Chief Operating Officer, and Biogen, Inc., where his positions included Chief Operating Officer, Executive Vice President, Head of Global Neurology and International. Previously, Mr. Hasler was at Wyeth Pharmaceuticals as Senior Vice President, Chief Marketing Officer and Managing Director of Wyeth Group Germany and General Manager, WyethLederle Switzerland, Austria and ECE. Mr. Hasler holds a Federal Swiss Commercial Diploma and a Marketing Manager Certificate from the Swiss Institute of Business Economy SIB, Zurich, Switzerland. Our Board believes that Mr. Hasler is qualified to serve as a director based on his extensive science background and professional experience.
NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS
Gwen Melincoff has served as a member of our Board since January 2021. Ms. Melincoff is a seasoned business development and venture professional with over 25 years of deal making and management experience in the biotechnology and pharmaceutical industries. Ms. Melincoff is currently managing director at Gemini Advisors LLC, a biopharmaceutical consultancy (since 2013) and an advisor to Verge Genomics, a startup drug discovery company (since 2016). Ms. Melincoff serves on the Board of Protalix Biotherapeutics, Inc., and Collegium Pharmaceutical, Inc., and in an advisory capacity at a number of pharmaceutical companies. From April 2017 through June 2024, she served on the Board of Soleno Therapeutics, Inc., January 2017 through January 2019 on the Board of Kamada Ltd., the Board of Photocure ASA from April 2017 through June 2020 and from June 2014 through November 2016 on the Board of Tobira Therapeutics Inc. (acquired by Allergan plc). From August 2014 through September 2016, Ms. Melincoff previously served as Vice President of Business Development at BTG International Inc., a UK-specialist healthcare company. Prior to BTG, Ms. Melincoff was Senior Vice President of Corporate Development at Shire Plc (acquired by Takeda). Additionally, she led the Shire Strategic Investment Group, the venture capital arm of Shire Plc. Ms. Melincoff was Vice President of Business Development at Adolor Corporation and held executive positions at Eastman Kodak for over ten years in a number of their health care companies. Ms. Melincoff holds a B.S. in Biology from The George Washington University and an M.S. in Management and Health Care Administration from Pennsylvania State University. Ms. Melincoff has also attained the designation of Certified Licensing Professional (CLP™). Ms. Melincoff was named to the “Top Women in Biotech 2013” by Fierce Biotech and to the Powerlist 100 of Corporate Venture Capital in 2012 and 2013. Our Board believes that Ms. Melincoff is qualified to serve as a director based on her extensive science background and professional experience. Claude Nicaise, M.D. has served as a member of our Board since January 2021. Dr. Nicaise has more than 35 years of experience in the development and regulation of biotechnology and pharmaceutical industries. He is the founder of Clinical Regulatory Services, a company providing advice on clinical and regulatory matters to biotechnology companies. Dr. Nicaise serves on the board for Sarepta Therapeutics, Inc., chairs their Compensation committee, and is a member of their Research and Development committee since 2015. Dr. Nicaise is a board member of Chemomab Therapeutic since 2021 and serve as its chair of the audit committee. Dr. Nicaise is also a member of Cassava Biosciences since January 2024. Dr. Nicaise was an Executive Vice President Regulatory at Ovid Therapeutics Inc., a company that develops medicines for orphan diseases of the brain. Dr. Nicaise was a Senior Vice President of Strategic Development and Global Regulatory Affairs at Alexion Pharmaceuticals from 2008 to 2014. From 1983 to 2008, Dr. Nicaise served in various positions of increasing responsibility at Bristol-Myers Squibb, including senior positions such as Vice President of Global Development, Vice President of Worldwide Regulatory Science and Strategy, and leadership positions in Oncology, Infectious Disease, and Neuroscience development. Dr. Nicaise received his M.D. from the Université Libre de Bruxelles in Belgium. Our Board believes that Dr. Nicaise is qualified to serve as a director based on his extensive science background and professional experience. Eric I. Richman has served as a member of our Board since July 2020 and as CEO from June 2020 until Sept 2022. Mr. Richman has over 30 years of experience in the biotechnology and pharmaceutical industries as an investor and in operational roles. He served as a Venture Partner at Brace Pharma Capital, a life science venture capital firm from 2016 to 2018 and Advisor to Broad Oak Capital, a life science private equity firm from 2015 to present. Mr. Richman also served as Chief Executive Officer of Tyrogenex Inc., a biopharmaceutical company and he served as Chief Executive Officer of PharmAthene, Inc. (“PharmAthene”), subsequently acquired by Altimmune, Inc, from 2010 to 2015. Prior to PharmAthene, Mr. Richman held various commercial and strategic positions at MedImmune, Inc. over a 12-year period from its inception. Mr. Richman currently serves as co-founder and Chairman of InFuse Holdings and Director of LabConnect, Inc. Between 2007 and 2020, he served as a director of Adma Biologics, Inc., Zyversa Therapeutics, Inc. and LEV Pharma, which was acquired by Viropharma, among others private and public companies. Mr. Richman received a B.S. in Biomedical Science from the Sophie Davis School of Biomedical Education (CUNY Medical School) and a M.B.A. from the American Graduate School of International Management. Our Board believes that Mr. Richman is qualified to serve as a director based his extensive management experience in the biotechnology industry. Jeffrey Riley has served as a member of our Board since May 2019. Mr. Riley has more than 25 years of experience in the biotechnology and pharmaceutical industries, during which he has negotiated numerous worldwide strategic corporate alliances, established joint ventures and assisted in venture financings to support product development. He is currently the Chief Executive Officer and Director of Caravan Biologix, Inc. and Executive Chairman of Blink TBI. Over his career, he has served in various roles and responsibilities in big pharma (SmithKline Beecham and Pfizer), venture capital (Queensland Biocapital Fund / QIC) and numerous biotechnology companies in the capacity of business development and general management. From March 2010 until December 2017, he served as the President, Chief Executive Officer and a director of Synthetic Biologics, Inc., a clinical-stage company leveraging the microbiome to develop therapeutics designed to prevent and treat gastrointestinal diseases. He has served as a member of several public and private boards of directors in the United States and Australia. Mr. Riley received a B.S. from Boise State University, an MBA/MIM from Arizona State University’s Thunderbird School of Global Management and has done advanced science work at the University of California, San Francisco and Berkeley. Our Board believes that Mr. Riley is qualified to serve as a director based on his extensive science background and professional experience. A VOTE “FOR” EACH NAMED NOMINEE.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table shows, as of the years ended December 31, 2024 and 2023, compensation awarded to or paid to, or earned by, our named executive officers.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| | | | | | Non-Equity | | | | | | | | | Incentive | | | | | | | Stock | Option | Plan | All Other | | | Name and Principal | | Salary | Awards | Awards | Compensation | Compensation | Total | | Position | Year | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | ($) | | Gene Mack(5) | 2024 | 270,621(6) | — | 455,660 | — | 11,439(7) | 737,720 | | Chief Executive Officer | 2023 | — | — | — | — | — | — | | Gianluca Fuggetta(8) | 2024 | 204,488(9) | — | 139,565 | 23,857(9) | — | 367,910 | | Principal Financial Officer | 2023 | 167,028(10) | — | 52,767 | 10,857(10) | — | 230,652 | | Matthias Alder(11) | 2024 | 262,500(12) | —(13) | 1,032,781(14) | 125,000 | 24,487(7) | 1,444,768 | | Former Chief Executive Officer | 2023 | 500,000 | 317,682 | 527,667 | 125,000 | 44,437(7) | 1,514,786 | | C. Evan Ballantyne(15) | 2024 | 58,333(16) | —(17) | —(18) | — | 10,759(7) | 69,092 | | Former Chief Financial Officer | 2023 | 254,110(19) | 454,000 | 343,000 | — | 22,671(7) | 1,073,781 |
SUMMARY COMPENSATION TABLE
| (1) Salary amounts represent actual amounts earned with respect to 2024. See “Narrative to Summary Compensation Table–Annual Base Salary” below. |
SUMMARY COMPENSATION TABLE
| (2) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the Restricted Stock Units (“RSU”) awards granted during 2024 and 2023 based on the closing price of our common stock on the grant date, consistent with ASC 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the RSU awards or the sale of shares of common stock underlying such RSU awards. |
SUMMARY COMPENSATION TABLE
| (3) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2024 and 2023 computed in accordance with ASC 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K. These amounts do not reflect the actual economic value that |
SUMMARY COMPENSATION TABLE
| will be realized by the named executive officer upon the vesting of the options, the exercise of the options or the sale of shares of common stock underlying such options. |
SUMMARY COMPENSATION TABLE
| (4) Reflects performance-based cash bonuses earned by our named executive officers with respect to the years ended December 31, 2024 and 2023. See “Non-Equity Incentive Plan Compensation” below for a description of the material terms of the program pursuant to which this compensation was earned. |
SUMMARY COMPENSATION TABLE
| (5) Mr. Mack joined the Company as our Chief Financial Officer on April 8, 2024. He was elevated to Interim Chief Executive Officer on June 25, 2024 and appointed permanent Chief Executive Officer on January 6, 2025. |
SUMMARY COMPENSATION TABLE
| (6) Mr. Mack received an annual base salary of $370,000 during his time as Interim Chief Executive Officer from June 25, 2024 to December 31, 2024 and Chief Financial Officer from April 8, 2024 through December 31, 2024. |
SUMMARY COMPENSATION TABLE
| (7) Amount reflects medical, dental and vision insurance premium amounts paid by us on behalf of Mr. Mack, Mr. Alder, and Mr. Ballantyne, as well as life, long-term disability, short-term disability and accidental death and dismemberment insurance premiums paid by us on their behalf. |
SUMMARY COMPENSATION TABLE
| (8) Mr. Fuggetta served as our Principal Financial Officer from February 21, 2024 to April 5, 2024 upon Mr. Ballantyne’s resignation from employment with the Company until the appointment of Mr. Mack as Chief Financial Officer on April 8, 2024. Upon Mr. Mack’s elevation to Chief Executive Officer as of January 6, 2025, Mr. Fuggetta was appointed Senior Vice President Finance and Principal Financial Officer. |
SUMMARY COMPENSATION TABLE
| (9) Mr. Fuggetta received an annual base salary of ₣180,000 and non-equity incentive plan compensation of ₣21,000, which for reporting purposes has been converted into U.S. dollars at the 2024 average exchange rate of $1.136. Mr. Fuggetta received no additional compensation for his role as Principal Financial Officer from February 21, 2024 to April 5, 2024. |
SUMMARY COMPENSATION TABLE
| (10) Mr. Fuggetta received an annual base salary of ₣150,000 and non-equity incentive plan compensation of ₣9,750, which for reporting purposes has been converted into U.S. dollars at the 2023 average exchange rate of $1.114. |
SUMMARY COMPENSATION TABLE
| (11) Mr. Alder served as our Chief Executive Officer from September 20, 2022 until June 25, 2024. |
SUMMARY COMPENSATION TABLE
| (12) Amount reflects an annual base salary of $525,000 pro-rated for Mr. Alder’s time as Chief Executive Officer from January 1, 2024 through June 25, 2024. |
SUMMARY COMPENSATION TABLE
| (13) A portion of Mr. Alder’s stock awards were forfeited upon his termination from employment with the Company on June 25, 2024. |
SUMMARY COMPENSATION TABLE
| (14) A portion of Mr. Alder’s option awards were forfeited upon his termination from employment with the Company on June 25, 2024. |
SUMMARY COMPENSATION TABLE
| (15) Mr. Ballantyne served as our Chief Financial Officer from April 10, 2023 until March 1, 2024. |
SUMMARY COMPENSATION TABLE
| (16) Amount reflects an annual base salary of $350,000 pro-rated for Mr. Ballantyne’s time as Chief Financial Officer from January 1, 2024 through March 1, 2024. |
SUMMARY COMPENSATION TABLE
| (17) Mr. Ballantyne’s stock awards were forfeited upon his resignation from employment with the Company on March 1, 2024. |
SUMMARY COMPENSATION TABLE
| (18) Mr. Ballantyne’s option awards were forfeited upon his resignation from employment with the Company on March 1, 2024. |
SUMMARY COMPENSATION TABLE
| (19) Amount reflects an annual base salary of $350,000 pro-rated for Mr. Ballantyne’s time as Chief Financial Officer from April 10, 2023 through December 31, 2023. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remained outstanding as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | | Stock Awards | | | | | | | | | | Market | | | | | | | | | Value of | | | | Number of | Number of | | | Number of | Shares or | | | | Securities | Securities | | | Shares or | Units of | | | | Underlying | Underlying | Option | | Units That | Stock That | | | | Unexercised | Unexercised | Exercise | Option | Have Not | Have Not | | | Grant | Options (#) | Options (#) | Price | Expiration | Vested | Vested | | Name | Date | Exercisable | Unexercisable | ($) | Date | (#) | ($) | | Gene Mack | 04/05/24 | — | 200,000(1) | 3.56 | 04/05/34 | — | — | | Chief Executive Officer | | | | | | | | | Gianluca Fuggetta | 03/21/24 | — | 50,000(2) | 4.37 | 03/21/34 | — | — | | Principal Financial Officer | 03/23/23 | 6,562(3) | 8,438 | 4.84 | 03/23/33 | — | — | | | 07/01/22 | 6,036(4) | 3,964 | 3.47 | 06/30/32 | — | — | | Matthias Alder | 03/21/24 | 115,625(5) | — | 4.37 | 03/21/34(6) | —(7) | — | | Former Chief Executive Officer | 03/23/23 | 84,375(5) | — | 4.84 | 03/23/33(6) | —(7) | — | | | 09/20/22 | 55,801(5) | — | 3.50 | 09/20/32(6) | —(7) | — | | | 07/15/22 | 57,750(5) | — | 4.01 | 07/15/32(6) | —(7) | — | | | 12/23/21 | 174,980(5) | — | 5.86 | 12/23/31(6) | —(8) | — | | Evan Ballantyne | — | — | —(9) | — | — | —(9) | — | | Former Chief Financial Officer | | | | | | | |
Outstanding Equity Awards at Fiscal Year End
| (1) Subject to Mr. Mack’s continued service through each applicable vesting date, the option awards will vest and become exercisable 25% on April 5, 2025, with the remaining balance vesting and becoming exercisable in substantially equal monthly installments over the next three years left in the service period. The option awards have been granted from the 2021 Inducement Plan. |
Outstanding Equity Awards at Fiscal Year End
| (2) Subject to Mr. Fuggetta’s continued service through each applicable vesting date, the option awards will vest and become exercisable 25% on March 21, 2025, with the remaining balance vesting and becoming exercisable in substantially equal monthly installments over the next three years left in the service period. The option awards have been granted from the 2022 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (3) 25% of the option awards vested and became exercisable on March 23, 2024. Starting from April 23, 2024 the option awards started vesting in substantially equal monthly installments and will continue to vest on a monthly basis subject to Mr. Fuggetta’s continued service through each applicable vesting date until the end of the four-year vesting period. The option awards have been granted from the 2022 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (4) 25% of the option awards vested and became exercisable on July 1, 2023. Starting from August 1, 2023 the option awards started vesting in substantially equal monthly installments and will continue to vest on a monthly basis subject to Mr. Fuggetta’s continued service through each applicable vesting date until the end of the four-year vesting period. The option awards have been granted from the 2022 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (5) Upon Mr. Alder’s termination of employment with the Company effective as of June 25, 2024, a portion of his option awards were accelerated to vest and the remainder of the unvested option awards were forfeited. The option awards granted after 2021 were from the 2022 Plan and the options granted in 2021 were under the 2021 Inducement Plan. |
Outstanding Equity Awards at Fiscal Year End
| (6) The expiration date reflected herein is without regard to any events which may cause such options to expire earlier, such as termination of service. |
Outstanding Equity Awards at Fiscal Year End
| (7) Upon Mr. Alder’s termination of employment with the Company effective as of June 25, 2024, a portion of his RSU awards (30,750 units) were accelerated to vest and the remainder of the unvested RSU awards (40,126 units) were forfeited. As of December 31, 2024, shares of common stock had not been issued in respect of the vested units. The RSU awards were granted from the 2022 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (8) The performance-based restricted stock unit awards granted to Mr. Alder in December 2021 did not vest as the performance milestones were not achieved. The performance-based restricted stock unit awards were granted from the 2021 Inducement Plan. |
Outstanding Equity Awards at Fiscal Year End
| (9) Mr. Ballantyne’s equity grants were forfeited upon his resignation from employment with the Company effective as of March 1, 2024. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our named executive officers are entitled to certain severance benefits upon certain qualified terminations of employment and upon certain qualified changes in control of the Company, each as summarized below.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2024. Mr. Mack is a named executive officer whose compensation is included in the “Summary Compensation Table” and as described in the related narrative disclosure above. Mr. Mack does not receive any compensation for his service as a director.
NON-EMPLOYEE DIRECTOR COMPENSATION
| | Fees | | | | Name | Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Khalid Islam, Ph.D. | 75,000 | 9,506 | 84,506 | | Dov Goldstein, M.D. | 62,000 | 9,506 | 71,506 | | Hans Peter Hasler | 58,500 | 9,506 | 68,006 | | Eric Richman | 45,000 | 9,506 | 54,506 | | Gwen Melincoff | 45,000 | 9,506 | 54,506 | | Claude Nicaise, M.D. | 50,000 | 9,506 | 59,506 | | Jeffrey Riley | 60,500 | 9,506 | 70,006 |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during the periods presented computed in accordance with ASC 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the options, the exercise of the options or the sale of the shares of common stock underlying such options. |
NON-EMPLOYEE DIRECTOR COMPENSATION
The following table provides information regarding the number of shares of common stock underlying options granted to our non-employee directors that were outstanding as of December 31, 2024:
NON-EMPLOYEE DIRECTOR COMPENSATION
| | Option Awards | | | Outstanding at | | Name | Year-End (#) | | Khalid Islam, Ph.D. | 68,770 | | Dov Goldstein, M.D. | 55,558 | | Hans Peter Hasler | 55,558 | | Eric Richman | 370,824 | | Gwen Melincoff | 55,558 | | Claude Nicaise, M.D. | 55,558 | | Jeffrey Riley | 81,982 |
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY On September 20, 2022, we adopted a formal non-executive director compensation policy based upon market research and advice from our compensation consultant. Under our non-employee director compensation policy, each of our non-employee directors is eligible to receive cash and equity compensation for service on our Board and committees of our Board.
Agreements with Our Directors and Officers
Agreements with Our Directors and Officers
Executive and Director Compensation
Executive and Director Compensation We have granted equity awards to certain of our directors and executive officers. For more information regarding the options granted to our named executive officers and directors, see “Executive Compensation” and “Non-Employee Director Compensation.”