DEF 14A of Biocryst Pharmaceuticals Inc, Apr 25, 2024

DEF 14A of Biocryst Pharmaceuticals Inc

Filed Apr 25, 2024 · FY20230001628280-24-018175

Open on EDGAR

  1. 1.ELECTION OF DIRECTORS

    1.ELECTION OF DIRECTORS Our Board of Directors currently consists of 10 directors. Three directors have terms expiring at the Meeting. These three directors are named as director nominees in this Proxy Statement and have been nominated for reelection to the Board to serve for a term ending at the 2027 annual meeting of stockholders, and until their successors shall have been duly elected and qualified. Proxies cannot be voted for more than three nominees. Unless otherwise specified in the accompanying proxy card, the shares voted by proxy will be voted FOR the election of the three persons listed for terms expiring in 2027. The Board expects that all three nominees will be available for election, but if any of the nominees is not available or is unwilling to accept election, it is expected that the proxies will vote for a substitute nominee to be designated by the Board or, if no such designation is made, that the proxies will vote for a lesser number of nominees. The Board has no reason to believe that the persons named will be unable to serve or will decline to serve if elected.

  2. NOMINEES FOR DIRECTOR WITH TERMS EXPIRING AT THE ANNUAL MEETING OF

    NOMINEES FOR DIRECTOR WITH TERMS EXPIRING AT THE ANNUAL MEETING OF

  3. Biographical Information of Directors and Director Nominees

    Biographical Information of Directors and Director Nominees Below you can find information, including biographical information, about our current directors, nominees for director, and directors whose terms continue after the Meeting, as well as a discussion of the specific experiences, qualifications, attributes, and skills considered by the Board in concluding that such individuals should serve as directors. Mr. Robert A. Ingram, who previously served as a director with a term expiring at the annual meeting of stockholders in 2024 and as Chairman of the Board, passed away in March 2023. Mr. Kenneth B. Lee, Jr., who previously served as a director with a term expiring at the annual meeting of stockholders in 2025, retired from the Board effective December 31, 2023. We acknowledge and appreciate Mr. Ingram’s and Mr. Lee’s many years of service and contributions to the Company.

  4. Nominees for Directors with Terms Expiring in 2027

    Nominees for Directors with Terms Expiring in 2027 Nancy J. Hutson, Ph.D. was initially appointed to the Board in January 2012 and was elected as Chair of the Board in March 2023. Dr. Hutson brings over 30 years of experience as a seasoned professional and leader within the pharmaceutical industry. She retired from Pfizer, Inc. in 2006 after spending 25 years in several research and leadership positions, most recently serving as Senior Vice President of Global Research & Development (R&D) as well as Director of Pfizer’s pharmaceutical R&D site, Groton/New London Laboratories. Dr. Hutson received a B.A. degree from Illinois Wesleyan University and a Ph.D. in physiology from Vanderbilt University. Dr. Hutson currently serves on the board of directors for Endo International plc, a publicly-traded pharmaceutical company, and Clearside Biomedical, Inc., a publicly-traded biopharmaceutical company. She also previously served on the board of directors of Inspire Pharmaceuticals, Inc., Cubist Pharmaceuticals, Inc., and PhaseBio Pharmaceuticals, Inc. Dr. Hutson’s extensive experience in research and development in the pharmaceutical industry provides valuable insight to the Board. Vincent J. Milano was initially appointed to the Board in July 2021. Mr. Milano most recently served as President and Chief Executive Officer of Idera Pharmaceuticals, Inc. (“Idera”) (now Aceragen, Inc.), a position he held from December 2014 until his resignation in September 2022 following Idera’s acquisition of Aceragen. Subsequent to Mr. Milano’s departure, Aceragen’s stockholders voted in August 2023 to approve a judicial insolvency procedure under Delaware law pursuant to which Aceragen’s assets were liquidated for the general benefit of all of its creditors. Prior to joining Idera, Mr. Milano served in roles of increasing responsibility, including as Chairman, President and Chief Executive Officer, at ViroPharma Incorporated, which successfully developed and launched Cinryze for the treatment of hereditary angioedema (“HAE”) in the United States and Europe, prior to its acquisition by Shire Pharmaceuticals in January 2014. Prior to joining ViroPharma, Mr. Milano served as a senior manager at KPMG LLP, an independent registered public accounting firm. He currently serves as a member of the board of directors of Aclaris Therapeutics, a publicly-traded biopharmaceutical company, and he is the chairman of the board of Life Science Cares Philadelphia. He previously served on the boards of directors of Aceragen, Spark Therapeutics, Inc., VenatoRx Pharmaceuticals, Inc., and Vanda Pharmaceuticals Inc. Mr. Milano received his B.S. degree in accounting from Rider College. His rare disease and HAE experience, together with his extensive experience in the pharmaceutical industry, including both as an executive and director, provide valuable knowledge and experience to the Board. A. Machelle Sanders was initially appointed to the Board in February 2022. She currently serves as the North Carolina Secretary of Commerce, a position she has held since February 2021. Prior to being appointed as North Carolina’s Secretary of Commerce, Ms. Sanders served as Secretary of the North Carolina Department of Administration from January 2017 to February 2021. Ms. Sanders has over 30 years of pharmaceutical and biotechnology experience with increasing levels of quality assurance and manufacturing operations responsibilities with Biogen, Inc. (“Biogen”), Purdue Pharmaceuticals, and AkzoNobel. Most recently, she led product operations for Biogen’s multiple sclerosis franchise as its Vice President of Multiple Sclerosis Franchise Product Operations, and prior to that, she was Vice President of Manufacturing and General Manager for Biogen’s largest global manufacturing operation. Ms. Sanders previously served as a member of the boards of directors of Novan, Inc., until April 2024, and Radius Health, Inc., until her resignation in August 2022 following its acquisition by a leading healthcare fund. She received a B.S. in biochemistry from North Carolina State University and a master’s degree in health administration from Pfeiffer University. Ms. Sanders’ extensive pharmaceutical and biotechnology experience provide valuable insight and expertise to the Board.

  5. Board of Directors

    Board of Directors The Company is governed by a Board of Directors, which currently consists of 10 directors as determined by resolution of the Board in accordance with the Company’s Certificate of Incorporation. The Board has determined that nine of the 10 current members of the Board (Mr. Abercrombie, Mr. Aselage, Dr. Galson, Ms. Heggie, Dr. Hutson, Mr. Levin, Dr. McKee, Mr. Milano, and Ms. Sanders) are independent as defined by the Nasdaq Global Select Market (“Nasdaq”). In addition, the Board previously determined that Mr. Ingram, who served as director and Chairman of the Board until his passing in March 2023, and Mr. Lee, who retired from the Board effective December 31, 2023, were independent as defined by Nasdaq. In making its independence determinations, the Board considered an ordinary course, arm’s-length transaction with Parexel, where Dr. McKee serves as Chief Medical Officer and Global Head, Oncology Center of Excellence. This transaction falls below the relevant thresholds for independence as defined by Nasdaq and does not qualify as a related party transaction as contemplated by Item 404(a) of Regulation S-K. There are no family relationships among any of our directors or our executive officers. The Board has established the Audit, Compensation, and Corporate Governance and Nominating committees to assist in the oversight of the Company. The Board has adopted charters for each of these committees, which are posted on the Company’s website at www.biocryst.com. The Company also makes available on its website its code of business conduct. Printed copies of these charters or the code of business conduct may be obtained, without charge, by contacting the Corporate Secretary, BioCryst Pharmaceuticals, Inc., 4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703.

  6. Selection of Board Nominees

    Selection of Board Nominees The Corporate Governance and Nominating Committee (referred to in this section as the “Committee”) will consider candidates for Board membership suggested by its members and other Board members, as well as management and stockholders. The Committee has established a procedure for submission of suggestions by stockholders and will consider candidates recommended in writing, including biographical information and personal references. All submissions by stockholders should be sent directly to the Chair of the Board, Nancy J. Hutson, Ph.D., at 4505 Emperor Blvd., Suite 200, Durham, North Carolina 27703. The Chair will provide copies of all submissions to the Committee for its consideration. The Committee reviews all submissions and evaluates them based on predetermined selection criteria to identify prospective nominees. In reviewing candidates to become prospective nominees, the Committee makes an initial determination as to whether to conduct a full evaluation of the candidate based on the information provided to the Committee with the recommendation of the candidate, as well as the Committee’s own knowledge of the candidate, which may be supplemented by inquiries to the person making the recommendation or to others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the candidate can satisfy the director selection criteria described below. If the Committee determines, in consultation with the Chair of the Board and other Board members as appropriate, that additional consideration is warranted, it may request additional information about the candidate’s background and experience. The Committee then evaluates the candidate as a prospective nominee considering our director selection criteria, including: •the ability of the prospective nominee to represent the interests of the stockholders of the Company; •the prospective nominee’s standards of integrity, commitment, and independence of thought and judgment; •the prospective nominee’s ability to dedicate sufficient time, energy, and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other public company boards; and •the extent to which the prospective nominee contributes to the range of talent, skill, and expertise appropriate for the Board. In evaluating prospective nominees for Board membership, consideration is given to obtaining a diversity of experience and perspective within the Board. In considering diversity, we look at the entirety of the Board. Although we do not seek constituent or representational directors, the Committee does consider the diversity of the Board whenever we are looking for a new director, including diversity of backgrounds, experience, perspective, race, gender, and ethnicity. The Committee and the Board evaluate the Board’s diversity on a periodic basis as part of their review of the Board as a whole, including to determine whether the composition of the Board satisfies the diversity objectives under Nasdaq Rule 5605(f)(2). Our Board conducts annual self-evaluations, overseen by the Committee and designed to solicit directors’ views on a variety of topics, including whether the Board, as a whole, has the appropriate mix of characteristics, business experience, background, and tenure. See “Annual Performance Evaluations” below for additional information about these evaluations. The Committee also regularly assesses the expertise and competencies of the directors by considering, among other things, whether the Board, as a whole, is sufficiently represented by directors with experience in the areas listed in the matrix below. In 2023, the Board determined that in order to more meaningfully assess Board strength, members were asked to only identify areas where they have deep, hands-on experience. In addition, as part of the Board’s ongoing self-evaluation activities and due to the evolving nature of our business, the Board determined that “Investor and Wall Street Experience” was an important skill set to assess because of its relevance for a commercial, public company. The Board also provides an opportunity for directors to voluntarily disclose any self-identified diversity characteristics. See “Board Diversity Matrix” below. Based on these evaluations, assessments, and self-disclosures, we believe the Board currently is comprised of directors who reflect an appropriate mix of diversity of backgrounds, experience, perspective, race, gender, and ethnicity. The following matrix highlights the deep, hands-on experience and competencies of each director, as reviewed by the Committee, in the areas identified below. The absence of a mark does not necessarily indicate that the director does not possess any relevant expertise or competency in the area.

  7. Selection of Board Nominees

    | Expertise/Competency | Abercrombie | Aselage | Galson | Heggie | Hutson | Levin | McKee | Milano | Stonehouse | Sanders | | Public Co. Board Experience | X | X | X | X | X | X | | X | X | | | CEO Experience | X | X | | X | | | | X | X | | | CFO Experience | | | | | | X | | X | | | | Strategic/Transactional Expertise | X | | | | | X | | X | X | X | | Financial Reporting/Capital Markets Expertise | | | | | | X | | X | X | | | Manufacturing | | | | | | | | | | X | | Quality | | | | | | | X | | | X | | Rare Disease Commercial Expertise | | X | | X | | | | X | | | | International Rare Disease Expertise | | X | | X | | | X | | | | | Regulatory | | | X | | | | X | | | X | | Late-Stage Clinical Development | | | X | | | | X | | | | | Early-Stage Clinical and Discovery Research | | | X | | X | | X | | | | | Pharmaceutical Research & Development Expertise | | | X | | X | | X | | | | | IT Expertise | | | | | | | | | | | | Investor/Wall Street Experience | X | X | | | | X | | X | | |

  8. Selection of Board Nominees

    The Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the relevance of the current expertise of the Board, stockholder communications, the balance of management and independent directors, the need for Audit Committee expertise and the evaluations of other prospective nominees. In connection with this evaluation, the Committee determines whether to interview the prospective nominee, and if warranted, one or more members of the Committee, and others as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation and interview, the Committee selects the director nominees for the next annual meeting of stockholders. The Committee recommended the nomination of the three incumbent directors whose terms are expiring at the Annual Meeting for reelection to the Board of Directors. The Committee also has authority to retain and approve the compensation of search firms to be used to identify director candidates.

  9. Role of Compensation Consultants

    Role of Compensation Consultants It is the practice of the Committee to use a compensation consultant to perform an annual competitive compensation analysis of the Company’s overall compensation practices. Since 2015, the Committee has engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), formerly known as Radford, as the Company’s compensation consultant to conduct the overall analysis of the Company’s compensation practices and those of comparable companies in the biotechnology industry. The Committee has determined that there are no conflicts of interest with respect to the engagement of Aon by the Committee. Under the direction of the Committee, Aon annually conducts an analysis of overall compensation practices, including benchmark comparisons of base salary, annual incentive targets, and long-term equity incentive compensation against a “peer group” of comparable companies discussed in more detail below. The results of this analysis are reviewed by the Committee in connection with its annual compensation decisions, including base salary determinations, annual incentive targets, and long-term equity grants.

  10. Peer Group and the Use of Market Data

    Peer Group and the Use of Market Data While the Company does not establish compensation levels based solely on benchmarking, pay practices at other companies are an important factor that the Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. In order to evaluate the level of compensation for our Named Executive Officers, the Committee, using information provided by Aon, establishes a peer group of publicly-traded, national, and regional companies in the biopharmaceutical and biotechnology industries (the “Peer Group”) that generally: •are similar to the Company in terms of one or more of the following: size (i.e., employee headcount, revenue, market capitalization, etc.), stage of development for primary products, cash runway, and research and development investment; •have named executive officer positions that are comparable to the Company’s in terms of breadth, complexity, and scope of responsibilities; and •compete with the Company for employee talent. Each Peer Group company participates in the Radford Biotechnology Survey, an Aon survey of executive total compensation for various corporate positions, which survey is widely used among biotechnology companies. Aon analyzes both survey data and compensation information reported in the public filings of the Peer Group companies for the comparative analysis and adjusts the data to reflect the age of the reported information. In September 2022, the Committee approved the 2022 Peer Group. The 2022 Peer Group, which the Committee used when making determinations for our December 2022 long-term equity incentive awards and 2023 base salary and Annual Incentive Plan (“AIP”) target adjustments, continued to emphasize companies that have launched products within the last three years and are scaling. The 2022 Peer Group targeted growing commercial companies, with market capitalization and revenue ranges adjusted to reflect changes in the Company’s market capitalization and revenue during 2022, which resulted in the removal of Atara Biotherapeutics, KalVista Pharmaceuticals, and Omeros, and the addition of Arrowhead Pharmaceuticals, Corcept Therapeutics, Deciphera Pharmaceuticals, Harmony Biosciences, and PTC Therapeutics, as compared to the 2021 Peer Group. In addition, Acceleron Pharma, Dicerna Pharmaceuticals, and Zogenix were not included in the 2022 Peer Group as they were acquired by Novo Nordisk in December 2021. The 2022 Peer Group consisted of the following 19 peer companies, and targeted companies with market capitalization ranging from approximately $800 million to $7 billion and revenue ranging from approximately $70 million to $610 million:

  11. Peer Group and the Use of Market Data

    | •ACADIA Pharmaceuticals | •Biohaven Pharmaceutical | •Dynavax Technologies | •MacroGenics | | •Agenus | •Blueprint Medicines | •G1 Therapeutics | •PTC Therapeutics | | •Amicus Therapeutics | •Corcept Therapeutics | •Harmony Biosciences | •Ultragenyx Pharmaceutical | | •Apellis Pharmaceuticals | •Cytokinetics | •Insmed | •Vir Biotechnology | | •Arrowhead Pharmaceuticals | •Deciphera Pharmaceuticals | •Intra-Cellular Therapies | |

  12. Peer Group and the Use of Market Data

    In August 2023, the Committee approved the 2023 Peer Group. The 2023 Peer Group, which the Committee used when making determinations for our December 2023 long-term equity incentive awards and 2024 base salary and AIP target adjustments, continued to emphasize companies that have launched products within the last three years and are scaling. The 2023 Peer Group targeted growing commercial companies, with market capitalization and revenue ranges adjusted to reflect changes in the Company’s market capitalization and revenue during 2023, which resulted in the removal of G1 Therapeutics and Vir Biotechnology, and the addition of ADMA Biologics, SIGA Technologies, and Travere Therapeutics, as compared to the 2022 Peer Group. Biohaven Pharmaceutical was also not included in the 2023 Peer Group as a result of its acquisition by Pfizer in October 2022. The 2023 Peer Group consisted of the following 19 peer companies, which had market capitalization ranging from approximately $300 million to $5.8 billion and revenue ranging from approximately $10 million to $820 million:

  13. Peer Group and the Use of Market Data

    | •ACADIA Pharmaceuticals | •Arrowhead Pharmaceuticals | •Dynavax Technologies | •PTC Therapeutics | | •ADMA Biologics | •Blueprint Medicines | •Harmony Biosciences | •SIGA Technologies | | •Agenus | •Corcept Therapeutics | •Insmed | •Travere Therapeutics | | •Amicus Therapeutics | •Cytokinetics | •Intra-Cellular Therapies | •Ultragenyx Pharmaceutical | | •Apellis Pharmaceuticals | •Deciphera Pharmaceuticals | •MacroGenics | |

  14. Base Salary

    Base Salary The Company provides our employees with base salary to compensate them for services rendered during the fiscal year. In determining the base salary amount for each Named Executive Officer, the Committee primarily considers: •industry experience, knowledge, and qualifications; •salary levels in effect for comparable positions within the Company’s industry obtained from the Radford Biotechnology Survey; and •individual performance of the executive and the general performance of the Company. The Company’s compensation practice is to generally target the competitive 50th percentile for base salary, annual incentive compensation and long-term equity grants. Base salary levels for our Named Executive Officers may fluctuate from the 50th percentile based on each Named Executive Officer’s particular experience, performance and value to the Company. For example, high-performing, experienced Named Executive Officers may be paid at or above the 75th percentile, while newer Named Executive Officers may be paid at a lower percentile. Base salary amounts are typically reviewed annually as part of the Company’s performance review process as well as upon a promotion or other change in responsibility. To assist the Committee in determining appropriate base salary increases, the Company’s compensation consultant provided competitive base salary levels by analyzing the competitive data described in more detail above. In setting 2023 salaries, consistent with its philosophy for 2022 salaries and given the highly focused strategy of the Company, the Committee did not conduct individual performance reviews but instead continued to assess the Named Executive Officers based primarily on overall corporate performance while also giving consideration to individual contributions to corporate performance. The Committee also considered the market competitiveness of the Company’s current executive officer base salaries compared to the 2022 Peer Group based on the analysis prepared by Aon. This resulted in all of the Named Executive Officers receiving the increases in base salary for 2023 as set forth below, which generally reflect adjustments to the 50th percentile compared to the 2022 Peer Group or a 4% increase (the increase applicable to base salaries Company-wide), whichever is greater. Each of Mr. Stonehouse’s, Ms. Barnes’, and Mr. Gayer’s base salaries were below market 25th percentile levels of base salary compensation before these adjustments; however, Mr. Stonehouse requested that his base salary not reflect any adjustment above the base 4% increase:

  15. Annual Incentive Plan Compensation

    Annual Incentive Plan Compensation It is the Committee’s objective to have the entirety of each officer’s annual incentive program compensation contingent upon the Company’s performance based on the achievement of pre-established corporate performance objectives. Annual incentive payments are made pursuant to the AIP, which provides for a target amount of potential incentive awards for each participant thereunder, which is currently expressed as a percentage of annual base salary. In determining the 2023 AIP payouts for each of the Named Executive Officers, the Committee considered overall corporate performance against pre-established corporate objectives for 2023, individual contributions to corporate performance, and Peer Group market data provided by Aon. The target percentage for each Named Executive Officer was set based on the data described below. Based on performance, the actual payout can range from zero to any amount relative to the target percentage of annual base salary. The overall amount of the AIP pool each performance year is determined by the Committee and is based on its assessment of Company performance against the current year corporate objectives multiplied by the sum of all participants at target performance. The AIP allows the Committee to use its discretion in setting the size of the AIP pool. The Committee may decide that the pool is as low as zero for a year of poor Company performance and may establish a pool that exceeds target for a year of exceptional Company performance. The Committee annually reviews with Aon the Peer Group data for non-equity incentive compensation and considers other factors intended to align the AIP with the Committee’s pay-for-performance philosophy. In December 2022, the Committee approved an increase in the AIP targets for the Named Executive Officers for the 2023 plan year. This increase was intended to continue the alignment of the interests of our Named Executive Officers with those of the Company and its stockholders, increase the performance-based component of compensation payable to our Named Executive Officers, and provide a more competitive total target cash compensation for our Named Executive Officers. The Committee maintained the existing targets for the Named Executive Officers for the 2024 plan year. The 2023 AIP targets for the Named Executive Officers of the Company were as follows:

  16. Annual Incentive Plan Compensation

    | | 2023 AIP Target | | Name | (percentage of base salary) | | Jon P. Stonehouse | 85% | | Anthony J. Doyle | 60% | | Helen M. Thackray | 70% | | Alane P. Barnes | 60% | | Charles K. Gayer | 60% |

  17. Annual Incentive Plan Compensation

    At the time the 2023 AIP targets were set, the Committee believed that payout at the target performance level (100 points) was challenging but achievable and that payout above target represented a “stretch” performance goal, but was nevertheless achievable. In order to further tie individual compensation to Company performance, payout to individuals under the AIP is based on Company performance and awards under the AIP are typically settled in cash. All awards are reviewed and approved by the Committee. The pre-established corporate objectives for 2023 Company performance are described in the table below. However, the table does not include the target levels with respect to the specific quantitative and qualitative objectives as we believe disclosure of such information would result in competitive harm to the Company.

  18. Annual Incentive Plan Compensation

    | Objective | Description | Points at Target | | 1 | ORLADEYO. Corporate objectives for ORLADEYO included goals to increase ORLADEYO sales and the number of patients on ORLADEYO, expand into additional markets globally, and advance ORLADEYO lifecycle management. | 35 | | 2 | Complement-Mediated Diseases. Corporate objectives for our complement-mediated diseases program included goals to advance the BCX10013 program and advance discovery candidates in other complement-mediated disease targets. | 35 | | 3 | Product Portfolio. Corporate objectives for our product portfolio included goals to advance the KLK5 Netherton program and to build and maintain a robust, diversified pipeline portfolio. | 10 | | 4 | Organization. Corporate organizational objectives included targets for talent planning, culture surveys, manager training, and growth plans for each major functional area in the Company. | 20 | | | | 100 |

  19. Annual Incentive Plan Compensation

    In reviewing the Company’s performance against the pre-established 2023 objectives in December 2023, the Committee assessed the completion of the corporate objectives as described in the table below, as well as the achievements of the Company, and attributed the values set forth in the table below to the achievement of each of the Company objectives. In consideration of these results, the Committee awarded payouts under the AIP at 95% of target for each recipient.

  20. Annual Incentive Plan Compensation

    | Objective | Committee Determination | Rationale | Points Awarded | | 1 | Met | •The Company continued its progress in advancing the commercialization and expansion of ORLADEYO through sales and number of patients in the United States and outside the United States. •The Company filed and received approvals for ORLADEYO in multiple countries and exceeded the target number of regulatory filings set for the AIP. •The Company advanced the ORLADEYO pediatric clinical program. | 35 | | 2 | Partially Met | •The Company advanced the BCX10013 program, although at a slower pace than target. •The Company advanced the discovery programs for other complement-mediated disease targets, including the C2, C5, and bifunctional inhibitor programs, although at a slower pace than target. | 15 | | 3 | Exceeds | •The Company advanced the KLK5 Netherton program in line with the target set for the AIP. •The Company identified additional new targets in the development program, exceeding the target set for the AIP. •The Company advanced the evaluation and development of avoralstat to potentially treat diabetic macular edema through a collaboration with Clearside Biomedical, Inc. | 15 | | 4 | Exceeds | •The Company facilitated talent reviews across the entire company, including succession planning and identification of critical roles across all levels. •The Company completed additional culture assessment that indicated a strong alignment on Company values and culture across the employee base and developed action plans for continued culture strengthening. •The Company continued its leadership training and exceeded manager training program participation metrics. •Developed 3-year plans for each major functional area in the Company, with clear objectives and identified KPIs to track performance. | 30 | | | | | 95 |

  21. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards All of the Named Executive Officers are eligible to participate in the Company’s periodic awards of equity grants under the Company’s Stock Incentive Plan. These awards are designed to: •create a greater sense of employee ownership; •enhance the link between creation of stockholder value and long-term employee compensation; •provide an opportunity for increased equity ownership by the officers, which increases the alignment of their financial interests with those of our stockholders; and •maintain competitive levels of total compensation. The Committee has historically granted equity awards to the executive officers on an annual basis. The overall grant pool is established on an annual basis based, in part, on the Committee’s assessment of competitive equity grant levels by organization level and the number of employees at each level using competitive data provided by Aon based on its analysis of the Company’s current Peer Group. In determining the amount of each grant, the Committee also considers the Company performance, assessed on an annual basis. Equity Awards Granted in 2023 In setting the levels of long-term equity incentive awards in December 2023, the Committee assessed the Company’s performance against the corporate performance objectives for 2023, as described above under the caption “Annual Incentive Plan Compensation,” and in reviewing the analysis provided by Aon regarding the Company’s 2023 Peer Group equity compensation practices and the number of shares of Common Stock available for grant under the Company’s Stock Incentive Plan, the Committee determined to grant long-term equity incentive awards in the same amount per organizational level as were granted to employees of the Company in 2022, with certain additional long-term equity incentive awards to be granted to selected individuals in light of the particular individual contributions made by such individuals to 2023 Company performance. The Committee further determined that, after evaluating current trends and reviewing the intended purpose of this program, the long-term equity incentive awards for 2023 performance should consist of a mix of stock options and RSUs. Stock options are inherently performance based, as they only provide value to the participant when the stock price appreciates over time. Time-based RSUs serve a retention function and further align executive interests with stockholders. In consideration of the foregoing factors, in December 2023, the Committee awarded options and RSUs to the Named Executive Officers as set forth in the table below.

  22. Long-Term Equity Incentive Awards

    | Name | Options (#) | RSUs (#) | | Jon P. Stonehouse | 595,000 | 127,500 | | Anthony J. Doyle | 158,500 | 34,000 | | Helen M. Thackray | 238,000 | 51,000 | | Alane P. Barnes | 158,500 | 64,000 | | Charles K. Gayer | 158,500 | 34,000 |

  23. Long-Term Equity Incentive Awards

    Each stock option represents the right to purchase one share of Common Stock at the option exercise price (once the option is vested), and each RSU represents the right to receive one share of Common Stock upon vesting of the RSU. The stock options and RSUs granted to the Named Executive Officers in December 2023 vest 25% annually on each of the first four anniversaries of the date of the grant, until fully vested on the fourth anniversary. The stock options expire 10 years after the date of the grant. This provides a reasonable timeframe during which the Named Executive Officers can benefit from the appreciation of the Company’s shares. The exercise price of the stock options was equal to the fair market value of the underlying stock on the date of grant.

  24. Policy with Respect to Equity Compensation Awards

    Policy with Respect to Equity Compensation Awards The Company grants all equity incentive awards based on the fair market value as of the date of grant. The exercise price for stock option grants and similar awards is determined by reference to the last quoted price per share on the Nasdaq Global Select Market at the close of business on the date of grant.

  25. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the total compensation awarded, paid to, or earned by our Named Executive Officers, as specified by Item 402(a)(3) of Regulation S-K.

  26. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jon P. Stonehouse President, Chief Executive Officer and Director | 2023 | 665,600 | — | 819,825 | 2,724,624 | 537,472 | 30,257(5) | 4,777,778 | | | 2022 | 640,000 | — | 1,355,325 | 4,482,254 | 480,000 | 25,415 | 6,982,994 | | | 2021 | 583,495 | 43,762 | 1,405,890 | 4,511,089 | 492,324 | 24,665 | 7,061,225 | | Anthony J. Doyle Chief Financial Officer and Treasurer | 2023 | 528,297 | — | 218,620 | 725,803 | 301,129 | 16,500 | 1,790,349 | | | 2022 | 507,978 | — | 361,420 | 1,194,012 | 203,191 | 15,250 | 2,281,851 | | | 2021 | 490,800 | 19,632 | 857,250 | 1,287,761 | 220,860 | 14,500 | 2,890,803 | | Helen M. Thackray, M.D. Chief R&D Officer | 2023 | 576,368 | — | 327,930 | 1,089,850 | 383,285 | 16,500 | 2,393,933 | | | 2022 | 554,200 | — | 861,030 | 1,792,902 | 277,100 | 12,700 | 3,497,932 | | | 2021 | 425,125 | 236,500 | 1,519,920 | 4,395,101 | 298,125 | 6,625 | 6,881,396 | | Alane P. Barnes(6) Chief Legal Officer and Corporate Secretary | 2023 | 495,700 | — | 411,520 | 725,803 | 282,549 | 16,500 | 1,932,072 | | | 2022 | 457,200 | — | 361,420 | 1,194,012 | 182,880 | 15,250 | 2,210,762 | | Charles K. Gayer(6) Chief Commercial Officer | 2023 | 495,300 | — | 218,620 | 725,803 | 282,321 | 16,500 | 1,738,544 | | | 2022 | 448,700 | — | 361,420 | 1,194,012 | 179,480 | 15,250 | 2,198,862 |

  27. 2023 Summary Compensation Table

    ______________________ (1)For 2023, these amounts reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of RSUs granted pursuant to the Stock Incentive Plan for the fiscal year ended December 31, 2023, calculated based on the closing price of our Common Stock as reported by Nasdaq on December 14, 2023 (the date of grant) of $6.43. (2)For 2023, these amounts reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock option awards granted pursuant to the Stock Incentive Plan for the fiscal year ended December 31, 2023. Assumptions used in the calculation of these amounts are included in Note 12 to the Company’s audited consolidated financial statements for the year ended December 31, 2023, which is included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024. (3)Represents payments earned under the AIP. Values shown reflect the full calculated payout of the incentive awards under the AIP. (4)Except as otherwise noted, the amounts shown reflect the Company contribution for the executive to his or her 401(k) plan. (5)Consists of Company contributions to the 401(k) plan and life insurance premiums described above in the Compensation Discussion and Analysis under the caption “Other Elements of Compensation—Life and Disability Insurance.” For 2023, such amounts were $16,500 and $13,757, respectively. (6)The executive was not a named executive officer in 2021.

  28. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information about plan-based awards granted during 2023 to our Named Executive Officers.

  29. Grants of Plan-Based Awards in 2023

    | | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Compensation Committee Action Date | Threshold ($) | Target ($)(1) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Jon P. Stonehouse | 12/14/23 | 12/11/23 | — | — | — | — | 595,000 | 6.43 | 2,724,624 | | | 12/14/23 | 12/11/23 | — | — | — | 127,500 | — | — | 819,825 | | | — | — | — | 565,760 | — | — | — | — | — | | Anthony J. Doyle | 12/14/23 | 12/11/23 | — | — | — | — | 158,500 | 6.43 | 725,803 | | | 12/14/23 | 12/11/23 | — | — | — | 34,000 | — | — | 218,620 | | | — | — | — | 316,978 | — | — | — | — | — | | Helen M. Thackray, M.D. | 12/14/23 | 12/11/23 | — | — | — | — | 238,000 | 6.43 | 1,089,850 | | | 12/14/23 | 12/11/23 | — | — | — | 51,000 | — | — | 327,930 | | | — | — | — | 403,458 | — | — | — | — | — | | Alane P. Barnes | 12/14/23 | 12/11/23 | — | — | — | — | 158,500 | 6.43 | 725,803 | | | 12/14/23 | 12/11/23 | — | — | — | 64,000 | — | — | 411,520 | | | — | — | — | 297,420 | — | — | — | — | — | | Charles K. Gayer | 12/14/23 | 12/11/23 | — | — | — | — | 158,500 | 6.43 | 725,803 | | | 12/14/23 | 12/11/23 | — | — | — | 34,000 | — | — | 218,620 | | | — | — | — | 297,180 | — | — | — | — | — |

  30. Grants of Plan-Based Awards in 2023

    ______________________ (1)Represents possible payouts under our AIP. The amount shown in the “Target” column represents the incentive payment that will be earned if performance is assessed at target. There is no specific “threshold” amount payable for minimal performance under the AIP or “maximum” amount payable for performance in excess of target under the AIP. Payout could be zero if corporate objectives are not met. In addition, the Committee has discretion to establish a payout that exceeds the applicable target percentage of annual base salary if warranted by Company performance. (2)Represents RSUs that vest 25% on each of the first four anniversaries of the grant date until fully vested after four years, subject to the executive’s continued service to the Company. (3)Stock options vest 25% on each of the first four anniversaries of the grant date until fully vested after four years, and they have a term of 10 years, subject in each case to the executive’s continued service to the Company. (4)The exercise price is the closing market price of our Common Stock on the grant date. (5)See Notes (1) and (2) to the “2023 Summary Compensation Table” above for more information about the assumptions used to determine these amounts.

  31. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table summarizes the equity awards we have granted to our Named Executive Officers that were outstanding as of December 31, 2023.

  32. Outstanding Equity Awards at December 31, 2023

    | | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(2) | Option Expiration Date(3) | Number of Shares or Units of Stock that Have Not Vested(4) | Market Value of Shares or Units of Stock that Have Not Vested ($)(5) | | Jon P. Stonehouse | 1/20/14 | 84,000 | — | — | 10.80 | 1/20/24 | — | — | | | 1/1/15 | 115,345 | — | 20,355(6) | 12.16 | 1/1/25 | — | — | | | 12/29/15 | 162,950 | — | — | 10.82 | 12/29/25 | — | — | | | 5/23/16 | 305,995 | — | — | 3.22 | 5/23/26 | — | — | | | 2/27/17 | 500,000 | — | — | 5.51 | 2/27/27 | — | — | | | 12/20/17 | 300,000 | — | — | 5.04 | 12/20/27 | — | — | | | 12/20/18 | 675,000 | — | — | 7.06 | 12/20/28 | — | — | | | 12/17/19 | 629,000 | — | — | 3.23 | 12/17/29 | — | — | | | 12/15/20 | 652,500 | 217,500 | — | 8.31 | 12/15/30 | — | — | | | 12/14/21 | 287,250 | 287,250 | — | 11.43 | 12/14/31 | 61,500 | 368,385 | | | 12/19/22 | 148,750 | 446,250 | — | 10.63 | 12/19/32 | 95,625 | 572,794 | | | 12/14/23 | — | 595,000 | — | 6.43 | 12/14/33 | 127,500 | 763,725 | | Anthony J. Doyle | 4/30/20 | 467,000(7) | 133,000(7) | — | 3.91 | 4/30/30 | — | — | | | 12/15/20 | 249,375 | 83,125 | — | 8.31 | 12/15/30 | — | — | | | 12/14/21 | 82,000 | 82,000 | — | 11.43 | 12/14/31 | 37,500 | 224,625 | | | 12/19/22 | 39,625 | 118,875 | — | 10.63 | 12/19/32 | 25,500 | 152,745 | | | 12/14/23 | — | 158,500 | — | 6.43 | 12/14/33 | 34,000 | 203,660 | | Helen M. Thackray | 9/20/19 | 40,000 | — | — | 2.86 | 9/20/29 | — | — | | | 5/12/20 | 40,000 | — | — | 5.41 | 5/12/30 | — | — | | | 3/31/21 | 200,000 | 200,000 | — | 10.17 | 3/31/31 | 50,000 | 299,500 | | | 12/14/21 | 102,500 | 102,500 | — | 11.43 | 12/14/31 | 22,000 | 131,780 | | | 12/19/22 | 59,500 | 178,500 | — | 10.63 | 12/19/32 | 60,750 | 363,893 | | | 12/14/23 | — | 238,000 | — | 6.43 | 12/14/33 | 51,000 | 305,490 | | Alane P. Barnes | 1/20/14 | 18,000 | — | — | 10.80 | 1/20/24 | — | — | | | 12/22/14 | 52,700 | — | 9,300(6) | 11.13 | 12/22/24 | — | — | | | 1/1/15 | 23,200 | — | — | 12.16 | 1/1/25 | — | — | | | 12/29/15 | 43,997 | — | — | 10.82 | 12/29/25 | — | — | | | 5/23/16 | 91,004 | — | — | 3.22 | 5/23/26 | — | — | | | 2/27/17 | 150,000 | — | — | 5.51 | 2/27/27 | — | — | | | 12/20/17 | 62,500 | — | — | 5.04 | 12/20/27 | — | — | | | 12/20/18 | 190,000 | — | — | 7.06 | 12/20/28 | — | — | | | 12/17/19 | 190,000 | — | — | 3.23 | 12/17/29 | — | — | | | 12/15/20 | 210,000 | 70,000 | — | 8.31 | 12/15/30 | — | — | | | 12/14/21 | 82,000 | 82,000 | — | 11.43 | 12/14/31 | 27,500 | 164,725 | | | 12/19/22 | 39,625 | 118,875 | — | 10.63 | 12/19/32 | 25,500 | 152,745 | | | 12/14/23 | — | 158,500 | — | 6.43 | 12/14/33 | 64,000 | 383,360 |

  33. Outstanding Equity Awards at December 31, 2023

    | | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(2) | Option Expiration Date(3) | Number of Shares or Units of Stock that Have Not Vested(4) | Market Value of Shares or Units of Stock that Have Not Vested ($)(5) | | Charles K. Gayer | 8/25/15 | 75,000 | — | — | 10.82 | 8/25/25 | — | — | | | 12/29/15 | 6,837 | — | — | 10.82 | 12/29/25 | — | — | | | 5/23/16 | 14,142 | — | — | 3.22 | 5/23/26 | — | — | | | 2/27/17 | 50,000 | — | — | 5.51 | 2/27/27 | — | — | | | 12/20/17 | 27,500 | — | — | 5.04 | 12/20/27 | — | — | | | 12/20/18 | 65,000 | — | — | 7.06 | 12/20/28 | — | — | | | 12/17/19 | 106,000 | — | — | 3.23 | 12/17/29 | — | — | | | 12/15/20 | 142,500 | 47,500 | — | 8.31 | 12/15/30 | — | — | | | 12/14/21 | 82,000 | 82,000 | — | 11.43 | 12/14/31 | 40,000 | 239,600 | | | 12/19/22 | 39,625 | 118,875 | — | 10.63 | 12/19/32 | 25,500 | 152,745 | | | 12/14/23 | — | 158,500 | — | 6.43 | 12/14/33 | 34,000 | 203,660 |

  34. Outstanding Equity Awards at December 31, 2023

    (1)Except as otherwise noted, stock options vest 25% on each of the first four anniversaries of the grant date until fully vested after four years. (2)The option exercise price is equal to the closing price of our Common Stock as reported by Nasdaq on the grant date. (3)Except as otherwise noted, options expire 10 years after the grant date. (4)RSUs vest 25% on each of the first four anniversaries of the grant date until fully vested after four years. (5)Calculated based on a price of $5.99 per share, which was the closing price of our Common Stock as reported by Nasdaq on December 29, 2023 (the last trading day of our fiscal year ended December 31, 2023), multiplied by the number of shares of Common Stock subject to RSUs that had not yet vested. (6)Special performance stock options subject to vesting upon successful completion of specific performance objectives described under the caption “2014 Special Performance Award” in the Company’s 2015 Proxy Statement filed on April 10, 2015. (7)Options granted under the Inducement Equity Incentive Plan and the Stock Incentive Plan that vested 1/3 on the first anniversary of the grant date, with the remainder vesting in three equal installments on the second, third, and fourth anniversaries of the grant date.

  35. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table provides information on shares acquired during 2023 by our Named Executive Officers upon the exercise of stock options and the vesting of RSUs.

  36. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(2) | | Jon P. Stonehouse | 131,055 | 647,137 | 62,625 | 390,566 | | Anthony J. Doyle | — | — | 27,250 | 171,988 | | Helen M. Thackray | — | — | 56,250 | 401,743 | | Alane P. Barnes | — | — | 22,250 | 139,838 | | Charles K. Gayer | — | — | 28,500 | 180,025 |

  37. 2023 Option Exercises and Stock Vested

    ______________________ (1)Value is calculated by multiplying (a) the number of shares acquired upon exercise by (b) the difference between the market price of our Common Stock at the time of exercise (or, for non-cash exercises, the closing price of our Common Stock as reported by Nasdaq on the date of exercise) and the applicable exercise price. (2)Value is calculated by multiplying (a) the number of shares acquired upon vesting of RSUs by (b) the closing price of our Common Stock as reported by Nasdaq on the applicable vesting date.

  38. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table sets forth potential payments payable to our Named Executive Officers upon termination of employment or a change in control. The amounts include compensation payable upon termination without cause or constructive termination, termination in the event of disability or death, a change in control, and a termination following a change in control. None of the Named Executive Officers are entitled to any payments upon termination with cause. The effect of a Named Executive Officer’s termination of employment on annual incentive awards under the AIP is subject to determination by the Compensation Committee in its sole discretion. Absent a contrary determination by the Compensation Committee or provisions to the contrary in an employment agreement, all awards under the AIP are forfeited if the executive terminates employment with the Company before the annual incentive awards are paid. The Compensation Committee may, in its discretion, revise, amend, or add to the benefits if it deems it advisable. The amounts shown assume the stock options and RSUs are valued at their last intrinsic value in fiscal 2023 and that termination is effective December 31, 2023, and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company. The amounts shown in the table do not include accrued vacation, vested amounts payable under the Company’s 401(k) plan, any accrued but unpaid bonus or base salary, benefits under the Company’s disability benefit program or life insurance policies, or potential compensation recognized upon exercise of vested options as disclosed in the Outstanding Equity Awards table above.

  39. Potential Payments upon Termination or Change in Control

    | Name | Benefit | Termination Without Cause or Constructive Termination ($) | Disability ($) | Death ($)(1) | Change in Control with no Change in Employment Status ($)(2) | Change in Control and Termination ($)(3) | | Jon P. Stonehouse | Base salary | 1,331,200 | 1,331,200 | — | — | 1,331,200 | | | Target bonus(4) | 1,131,520 | 1,131,520 | — | — | 1,131,520 | | | Health care premiums(5) | 24,554 | 24,554 | — | — | 24,554 | | | Equity vesting acceleration(6) | — | — | — | — | 1,704,904 | | | Total | 2,487,274 | 2,487,274 | — | — | 4,192,178 | | Anthony J. Doyle | Base salary | 528,297 | — | — | — | 528,297 | | | Target bonus(4) | 316,978 | — | — | — | 316,978 | | | Health care premiums(5) | 34,670 | — | — | — | 34,670 | | | Equity vesting acceleration(6) | — | — | — | — | 857,670 | | | Total | 879,945 | — | — | — | 1,737,615 | | Helen M. Thackray | Base salary | 576,368 | — | — | — | 576,368 | | | Target bonus(4) | 403,458 | — | — | — | 403,458 | | | Health care premiums(5) | 34,670 | — | — | — | 34,670 | | | Equity vesting acceleration(6) | — | — | — | — | 1,100,663 | | | Total | 1,014,496 | — | — | — | 2,115,159 | | Alane P. Barnes | Base salary | 495,700 | — | — | — | 495,700 | | | Target bonus(4) | 297,420 | — | — | — | 297,420 | | | Health care premiums(5) | 34,670 | — | — | — | 34,670 | | | Equity vesting acceleration(6) | — | — | — | — | 700,830 | | | Total | 827,790 | — | — | — | 1,528,620 | | Charles K. Gayer | Base salary | 495,300 | — | — | — | 495,300 | | | Target bonus(4) | 297,180 | — | — | — | 297,180 | | | Health care premiums(5) | 24,810 | — | — | — | 24,810 | | | Equity vesting acceleration(6) | — | — | — | — | 596,005 | | | Total | 817,290 | — | — | — | 1,413,295 |

  40. Potential Payments upon Termination or Change in Control

    ______________________ (1)Pursuant to the terms of the Company’s Stock Incentive Plan, acceleration of unvested stock options occurs in the event of death only after five years of service. (2)Relates to acceleration of the unvested special performance stock options described in Note (6) to the “Outstanding Equity Awards at December 31, 2023” table above and assumes that the applicable change in control event would require stockholder approval upon which such outstanding stock options will not vest, as described under “Equity Vesting Acceleration—Stock Options” below. If the applicable change in control event did not require stockholder approval or the acquiring company did not assume the stock options, then the following amounts reflect the value of the stock options that would accelerate upon such change in control event: (i) for Mr. Stonehouse, $0; (ii) for Mr. Doyle, $0; (iii) for Dr. Thackray, $0; (iv) for Ms. Barnes, $0; and (v) for Mr. Gayer, $0. (3)Benefits for Mr. Stonehouse are triggered if his employment is terminated without Cause or as a result of Disability or Constructive Termination following a Change of Control. Benefits for the other Named Executive Officers are triggered if their employment is terminated without Cause or if they are Constructively Terminated within six months following a Change of Control. The employment agreement for Mr. Stonehouse provides that if any benefit would be subject to excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax, the employee shall be entitled to the greater of the employee’s net after tax benefit of the entire payment assuming the payment is subject to section 4999 (which payment would be subject to the excise tax) and the employee’s net after tax benefit of the payments after the payments are reduced just to the point that there is no section 4999 excise tax. The Company will not pay the excise tax if the payments are subject to section 4999. (4)Represents AIP awards at the target percentage for each individual (except with respect to Mr. Stonehouse, who, as described below, receives twice the AIP award at the target percentage in the event of termination without Cause, Constructive Termination, or Disability). (5)Represents 12 months of premiums under COBRA based on the Named Executive Officers’ elections in effect as of December 2023. (6)Based on the closing price of the Company’s stock as of December 29, 2023 (the last trading day of the year ended December 31, 2023) of $5.99. No value is reflected in these rows for stock options with an exercise price in excess of $5.99.

  41. CEO Pay Ratio

    CEO Pay Ratio The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. We determined our median employee based on 2023 annual base salary and 2023 cash incentive awards for each of our 570 employees (excluding the CEO) as of December 31, 2023. Of these 570 employees, 468 employees are located in the United States and 102 employees are located outside the United States. No foreign employees were excluded in the process of identifying our median employee. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the applicable yearly average exchange rates published by the Internal Revenue Service, and we did not make any cost-of-living adjustment. The annual total compensation of our median employee (other than the CEO) for 2023, calculated in accordance with Item 402(c)(2)(x) under Regulation S-K, was $230,372. As disclosed in the Summary Compensation Table included in this Proxy Statement, our CEO’s annual total compensation for 2023 was $4,777,778. Based on the foregoing, the ratio of the 2023 annual total compensation of our CEO to the median of the annual total compensation of all other employees was 21 to 1. Given the different methodologies that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  42. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section above.

  43. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non- PEO NEOs ($)(2) | Total Stockholder Return ($)(4) | Peer Group Total Stockholder Return ($)(5) | Net Income (Loss) ($ in thousands)(6) | ORLADEYO Sales ($ in thousands)(7) | | 2023 | 4,777,778 | (3,691,891) | 1,963,725 | (1,232,421) | 173.62 | 159.01 | (226,539) | 323,812 | | 2022 | 6,982,994 | 4,009,070 | 2,568,935 | 1,452,633 | 332.75 | 153.08 | (247,116) | 249,689 | | 2021 | 7,061,225 | 17,053,230 | 4,523,739 | 7,254,142 | 401.45 | 137.47 | (184,062) | 121,865 | | 2020 | 6,034,941 | 10,853,629 | 2,353,552 | 3,630,213 | 215.94 | 110.52 | (182,814) | 133 |

  44. Pay Versus Performance

    ______________________ (1)These amounts represent the amounts reported for our CEO, Jon P. Stonehouse, in the “Total” column of the Summary Compensation Table in each applicable year. (2)These amounts represent the amount of “compensation actually paid” to Mr. Stonehouse and the average “compensation actually paid” to the Company’s other NEOs (as described in footnote (3)) as a group, as computed in accordance with Item 402(v) of Regulation S-K, and do not reflect the total compensation actually realized or received by Mr. Stonehouse or the other NEOs. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  45. Pay Versus Performance

    | Compensation Actually Paid | Mr. Stonehouse 2023 | Average Non-PEO NEOs 2023 | | Summary Compensation Table Total | 4,777,778 | 1,963,725 | | (Less), value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (3,544,449) | (1,110,987) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 3,261,801 | 1,022,940 | | Plus (less), year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | (5,252,574) | (2,072,125) | | Plus (less), change in fair value from the end of the prior year to the vesting date of equity awards granted in prior years that vested in the year | (2,934,447) | (1,035,974) | | Compensation Actually Paid | (3,691,891) | (1,232,421) |

  46. Pay Versus Performance

    (3)These amounts represent the average of the amounts reported for the Company’s named executive officers (referred to as “NEOs” in this section) as a group (excluding Mr. Stonehouse) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2023, Mr. Doyle, Dr. Thackray, Ms. Barnes, and Mr. Gayer; (ii) for 2022, Mr. Doyle, Dr. Thackray, Ms. Barnes, Mr. Gayer, Yarlagadda S. Babu, Ph.D., the Company’s Chief Discovery Officer, and William P. Sheridan, MBBS, the Company’s Chief Development Officer; (iii) for 2021, Mr. Doyle, Dr. Thackray, Dr. Babu, Dr. Sheridan, and Megan T. Sniecinski, the Company’s former Chief Business Officer; and (iv) for 2020, Thomas R. Staab II, the Company’s former CFO, Mr. Doyle, Dr. Babu, Dr. Sheridan, and Ms. Sniecinski. Refer to the “2022 Summary Compensation Table,” “2021 Summary Compensation Table” and “2020 Summary Compensation Table” in our proxy statements for our 2023, 2022, and 2021 annual stockholder meetings, respectively, for additional information regarding our NEOs for 2022, 2021, and 2020, respectively. (4)Total Stockholder Return (TSR) measures the change in a $100 investment in our Common Stock based on its closing price of $3.45 on December 31, 2019 and its year-end closing price thereafter. TSR is calculated by dividing (a) the difference between the share price of Common Stock at the end of each fiscal year shown and the beginning of the measurement period by (b) the share price of Common Stock at the beginning of the measurement period. The beginning of the measurement period for each applicable year is December 31, 2019. (5)The peer group used for this purpose is the CRSP Total Return Index for Nasdaq Pharmaceutical Stocks. (6)The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. (7)Item 402(v)(2)(vi) of Regulation S-K requires that we designate a “Company-Selected Measure,” which, in our assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the “Pay Versus Performance” table) used to link “compensation actually paid” to our NEOs, for the most recently completed fiscal year, to Company performance. For these purposes, we have selected ORLADEYO sales. The numbers in this column represent product sales of ORLADEYO and do not include royalty revenue from sales of ORLADEYO in Japan by our collaborative partner, Torii Pharmaceutical Co., Ltd. ORLADEYO is an oral, once-daily therapy discovered and developed by us for the prevention of hereditary angioedema attacks. It was first approved by the U.S. Food and Drug Administration in December 2020, and we began shipping it to patients with a prescription in the United States that same month.

  47. Description of Certain Relationships between Information Presented in the Pay Versus Performance Table

    Description of Certain Relationships between Information Presented in the Pay Versus Performance Table As described in more detail in the “Compensation Discussion and Analysis” section above, the Company’s executive compensation program reflects a variable-pay-for-performance philosophy. It is based on market best practices and is designed to ensure that it is appropriately risk-based and competitive with similar companies in our industry. The Company’s primary objectives for our executive compensation program are described on page 27 of the “Compensation Discussion and Analysis,” and the pre-established corporate objectives used to determine the variable component of executive compensation for 2023 (i.e., cash bonus under the AIP and 2023 long-term equity grants) are described on page 31. While the Company uses several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the “Pay Versus Performance” table above. Further, not all of the Company’s performance measures are “financial performance measures” as defined above in note 7 to the “Pay Versus Performance” table. For example, as a growing commercial-stage biotechnology company with the goal of developing first-in-class or best-in-class oral small-molecule and protein therapeutics, some of our performance measures relate to developments in the Company’s product pipeline and to building a robust and adaptable organization. The Company generally seeks to incentivize long-term performance of the Company as a whole and, therefore, does not specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year, which can be impacted in large part by changes in stock price. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the “Pay Versus Performance” table. Compensation Actually Paid, Cumulative TSR, and Peer Group TSR Compensation Actually Paid and Net Loss Compensation Actually Paid and ORLADEYO Sales

  48. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION The following table provides information related to the compensation of our non-employee directors during fiscal 2023.

  49. 2023 DIRECTOR COMPENSATION

    | Name | Fees Earned ($) | Stock Awards ($)(1)(2) | Option Awards ($)(3)(4) | Total ($) | | George B. Abercrombie | 68,333 | 136,974 | 227,430 | 432,737 | | Stephen J. Aselage | 82,500 | 136,974 | 227,430 | 446,904 | | Steven K. Galson, M.D., MPH | 60,000 | 136,974 | 227,430 | 424,404 | | Theresa M. Heggie | 69,167(5) | 136,974 | 227,430 | 433,571 | | Nancy J. Hutson, Ph.D. | 105,897 | 136,974 | 227,430 | 470,301 | | Robert A. Ingram(6) | 17,971(5) | — | — | 17,971 | | Kenneth B. Lee, Jr.(7) | 68,472 | 237,277 | 382,440 | 688,189 | | Alan G. Levin | 70,139(5) | 136,974 | 227,430 | 434,543 | | Amy E. McKee, M.D. | 57,917 | 136,974 | 227,430 | 422,321 | | Vincent J. Milano | 70,417(5) | 136,974 | 227,430 | 434,821 | | A. Machelle Sanders | 58,750 | 136,974 | 227,430 | 423,154 |

  50. 2023 DIRECTOR COMPENSATION

    ______________________ (1)Each non-employee director serving at the time of the Company’s 2023 annual meeting of stockholders received an automatic annual grant of RSUs under the Stock Incentive Plan, in accordance with the terms of the Company’s Director Compensation Policy, for 16,745 shares of Common Stock, which RSUs vest on the 12-month anniversary of the grant date, subject to the terms of the Stock Incentive Plan. As of December 31, 2023, each non-employee director (other than Mr. Ingram and Mr. Lee) had RSUs covering 16,745 shares of Common Stock. (2)The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of RSUs pursuant to the Stock Incentive Plan granted in 2023, calculated based on the closing price of our Common Stock as reported by Nasdaq on June 13, 2023 (the date of grant) of $8.18. (3)Options are granted to new directors automatically in accordance with our Stock Incentive Plan at the time they became a director. Prior to April 2022, new directors received an option to purchase 80,000 shares of Common Stock, prorated from the date of appointment until the next scheduled annual meeting, which options vest, subject to the terms of the Stock Incentive Plan, in 36 equal monthly installments over a three-year period measured from the grant date. Each non-employee director serving at the time of the Company’s 2023 annual meeting of stockholders received an automatic annual grant of stock options under the Stock Incentive Plan, in accordance with the terms of the Company’s Director Compensation Policy, to purchase 39,072 shares of Common Stock, which options vest on the 12-month anniversary of the grant date, subject to the terms of the Stock Incentive Plan. As of December 31, 2023, each director had options outstanding to purchase the following number of shares: Mr. Abercrombie: 239,094; Mr. Aselage: 204,094; Dr. Galson: 129,094; Ms. Heggie: 209,094; Dr. Hutson: 209,094; Mr. Ingram: 248,772; Mr. Lee: 299,094; Mr. Levin: 164,094; Dr. McKee: 122,427; Mr. Milano: 135,761; and Ms. Sanders: 95,761. (4)The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of stock options pursuant to the Stock Incentive Plan granted in 2023. Assumptions used in the calculation of these amounts are included in Note 12 to the Company’s audited consolidated financial statements for the year ended December 31, 2023, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024. (5)As of our 2022 annual meeting of stockholders, Ms. Heggie and Mr. Milano elected to receive 50%, and Mr. Ingram and Mr. Levin each elected to receive 100%, of their respective retainers in the form of shares of our Common Stock in lieu of cash. As of our 2023 annual meeting of stockholders, Ms. Heggie and Mr. Milano elected to receive 50% of their respective retainers in the form of shares of our Common Stock in lieu of cash. Accordingly, in 2023, the Company issued the following number of shares of Common Stock in lieu of cash retainers: to Ms. Heggie, 3,183 shares in lieu of $22,500 of cash; to Mr. Ingram, 1,506 shares in lieu of $13,333 of cash; to Mr. Levin, 2,207 shares in lieu of $18,750 of cash; and to Mr. Milano, 3,183 shares in lieu of $22,500 of cash. (6)Mr. Ingram passed away in March 2023. (7)In connection with his retirement from the Board, the vesting of Mr. Lee’s unvested RSUs and stock options was fully accelerated, effective as of December 31, 2023. Amounts reflected in the Stock Awards and Option Awards columns for Mr. Lee also include the incremental fair value, calculated in accordance with FASB ASC Topic 718, resulting from such acceleration.

  51. Narrative to Director Compensation Table

    Narrative to Director Compensation Table Directors who are employees of the Company do not receive any additional compensation for their services as a director. Non-employee directors of the Company receive compensation for their services as a director in accordance with the terms of the Company’s Director Compensation Policy and the Stock Incentive Plan. The Director Compensation Policy was originally adopted by the Board on April 18, 2022 and may be revised or amended by the Board in its discretion; provided, however, that, in accordance with the terms of the Stock Incentive Plan, the aggregate grant date fair value of all awards granted under the Stock Incentive Plan during any calendar year to any non-employee director (excluding any awards granted at the election of the director in lieu of all or any portion of cash retainers or fees otherwise payable to the director in cash), together with the amount of any cash fees or retainers paid to such director during such calendar year with respect to the director’s service as a non-employee director, cannot exceed $750,000 (or, for a non-employee director who first joins the Board, $1,000,000).