DEF 14A of C4 Therapeutics, Inc., Apr 29, 2024

DEF 14A of C4 Therapeutics, Inc.

Filed Apr 29, 2024 · FY20230001628280-24-018785

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS Our Board of Directors currently consists of nine members. In accordance with the terms of our Certificate of Incorporation and By-laws, our Board of Directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: •The Class I directors are Kenneth C. Anderson, M.D., Laura Bessen, M.D., and Owen Hughes, and their term will expire at the Annual Meeting; •The Class II directors are Bruce Downey, Glenn Dubin, and Donna Grogan, M.D., and their term will expire at the annual meeting of stockholders to be held in 2025; and •The Class III directors are Andrew J. Hirsch, Utpal Koppikar, and Malcolm Salter, and their term will expire at the annual meeting of stockholders to be held in 2026. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our Certificate of Incorporation and By-laws provide that the authorized number of directors may be changed only by resolution of our Board of Directors. Our Certificate of Incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote of a majority of our directors then in office. Our Board of Directors has nominated Kenneth C. Anderson, M.D., Laura Bessen, M.D., and Owen Hughes for election as the Class I directors at the Annual Meeting. Each of the nominees is presently a director and has indicated a willingness to continue to serve as a director, if elected. If any of the nominees becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors. Our priority in selection of members of our Board of Directors is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, their ability to contribute positively to the collaborative culture among members of our Board of Directors and their knowledge of our business and understanding of the competitive landscape.

  2. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table identifies our Class I directors and sets forth their principal occupations and business experience during the last five years and their ages as of April 29, 2024:

  3. Nominees for Election as Class I Directors

    | Name | Positions and Offices Held with C4 Therapeutics | Director Since | Class and Year in Which Term Will Expire | Age | | Kenneth C. Anderson, M.D. | Director | 2015 | Class I—2024 | 72 | | Laura Bessen, M.D. | Director | 2022 | Class I—2024 | 61 | | Owen Hughes | Director | 2023 | Class I—2024 | 49 |

  4. Nominees for Election as Class I Directors

    Kenneth C. Anderson, M.D. is a co-founder and has served as a member of our Board since December 2015. Dr. Anderson has also served as the Kraft Family Professor of Medicine at Harvard Medical School since 2002, as well as Director of the Jerome Lipper Multiple Myeloma Center and Lebow Institute for Myeloma Therapeutics at the Dana-Farber Cancer Institute since 2000 and 2007, respectively. Dr. Anderson is a member of the Institute of Medicine of the National Academy of Sciences and served as President of the International Myeloma Society from 2011 until 2015. Dr. Anderson serves on the boards of directors of Window Therapeutics, a biotechnology company developing therapies that advance treatment options for patients with cancer and other serious diseases, since January 2021, Dynamic Cell Therapies, Inc. (formerly Raqia Therapeutics, Inc.), a CAR-T cell therapies company for cancer and other diseases, since September 2020, and Starton Therapeutics, Inc., a biotechnology company focused on blood cancer treatments, since September 2020. Dr. Anderson holds an M.D. from Johns Hopkins Medical School, where he also trained in internal medicine, and completed hematology, medical oncology and tumor immunology training at the Dana-Farber Cancer Institute. We believe that Dr. Anderson is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive experience in the life sciences industry. Laura Bessen, M.D., has served as our director since August 2022. Dr. Bessen currently serves as managing partner at Maxsam Advisors, LLC, where she provides strategic clinical and medical affairs advice to clients in the biotechnology and pharmaceutical industries. From 2001 to 2016, Dr. Bessen served in a variety of roles at Bristol-Myers Squibb Co., most recently as Vice President and Head of U.S. Medical. Prior to Bristol-Myers Squibb, Dr. Bessen served as Medical Director at DuPont Pharmaceuticals from 1997 to 2001. Since March 2022, Dr. Bessen has also served on the board of director of Artiva Biotherapeutics, Inc., an oncology company developing and advancing off-the-shelf, allogeneic natural killer cell therapies for patients with hematologic cancers or solid tumors. Dr. Bessen holds a B.S. in biochemistry from the State University of New York at Binghamton and a M.D. from New York University School of Medicine. We believe that Dr. Bessen is qualified to serve on our Board because of her experience, qualifications, attributes and skills, including her medical background and extensive experience in the pharmaceutical industry. Owen Hughes, is our most recently appointed director, having been appointed to our Board in November 2023. Mr. Hughes currently serves as Chief Executive Officer of Xoma Corporation, a publicly traded biotechnology royalty aggregator company, where he also serves on the board of directors. Previously, Mr. Hughes served as the Chief Executive Officer and co-founder of Cullinan Oncology, Inc., a publicly-traded oncology company, from September 2017 to October 2021. From February 2013 to August 2017, Mr. Hughes served as the Chief Business Officer and Head of Corporate Development at Intarcia Therapeutics, Inc., a biotechnology company focused on type II diabetes. Prior to his operating roles, Mr. Hughes spent 16 years on Wall Street in various capacities, including roles at Brookside Capital, an operating division of Bain Capital, and Pyramis Global Advisors, a Fidelity Investments company. Mr. Hughes has served on the board of directors of Ikena Oncology, Inc., a publicly-traded oncology company, since December 2022. Mr. Hughes served on the board of directors of Radius Health, Inc., a publicly-traded biopharmaceutical company, from April 2013 to August 2022 until its sale to Gurnet Point Capital and Patient Square Capital; Translate Bio, Inc., a messenger RNA therapeutics company, from July 2016 until its acquisition by Sanofi in September 2021; and FS Development Corp. II, a special purpose acquisition company sponsored by Foresite Capital, from February 2021 to December 2021. Mr. Hughes received a B.A. in History from Dartmouth College. We believe that Mr. Hughes is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive experience with biopharmaceutical companies and the capital markets.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our Class II and Class III directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 29, 2024:

  6. Directors Continuing in Office

    | Name | Positions and Offices Held with C4 Therapeutics | Director Since | Class and Year in Which Term Will Expire | Age | | Bruce Downey | Chairman of the Board of Directors | 2015 | Class II—2025 | 76 | | Glenn Dubin | Director | 2021 | Class II—2025 | 67 | | Donna Grogan, M.D. | Director | 2022 | Class II—2025 | 67 | | Andrew J. Hirsch | Director and Chief Executive Officer | 2020 | Class III—2026 | 53 | | Utpal Koppikar | Director | 2022 | Class III—2026 | 53 | | Malcolm Salter | Director | 2015 | Class III—2026 | 84 |

  7. Directors Continuing in Office

    Bruce Downey has served as our director since December 2015. In addition, Mr. Downey served as our Lead Independent Director from January 2022 until June 2022 when he became interim Chairman, a position he held until July 2022 when he became our Chairman. From 1994 to 2008, Mr. Downey was Chairman and Chief Executive Officer of Barr Pharmaceuticals, Inc. (until its acquisition by Teva in 2008), a global generic pharmaceutical manufacturer. Mr. Downey has served on a part-time basis as a Partner of NewSpring Health Capital II, L.P., a venture capital firm, since April 2009. Prior to Barr Pharmaceuticals, Mr. Downey was a practicing attorney for 20 years, working in both the private sector and for the federal government, including the U.S. Department of Justice and the U.S. Department of Energy. In addition, Mr. Downey has served on the boards of directors of OncoPep, Inc., a biotechnology company focused on developing targeted immunotherapeutics since April 2011 and Cardinal Health, Inc., a healthcare services company since July 2009. Mr. Downey previously served on the board of directors of Melinta Therapeutics, Inc., a biopharmaceutical firm, from October 2018 until April 2020, and Momenta Pharmaceuticals, Inc., a biotechnology company from June 2009 through the sale of the company in October 2020. Mr. Downey holds a B.S. in economics from Miami University and a J.D. from Ohio State University. We believe that Mr. Downey is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his global pharmaceutical industry experience. Glenn Dubin has served as our director since March 2021. Mr. Dubin is the Principal of Dubin & Co., a private investment company based in New York. Since 2012, Mr. Dubin has been a member of the board of directors and lead shareholder of Castleton Commodities International LLC, a global merchant energy company active in the physical and financial commodity markets and infrastructure investing. Mr. Dubin co-founded Highbridge Capital Management LLC, an alternative asset management company that was acquired by JP Morgan Asset Management. Mr. Dubin is also Managing Member of DF Investment Partners, LLC. Additionally, Mr. Dubin is active in a variety of philanthropic endeavors, including roles as founder and former chair of the board of the Robin Hood Foundation, an organization that applies investment principles to charitable giving, the Mount Sinai Medical Center, where he and his wife, Dr. Eva Andersson-Dubin, established the Dubin Breast Center, a leading institution for breast cancer research and clinical care, and the Museum of Modern Art, where he is a member of the board of trustees. We believe that Mr. Dubin is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive capital market experience. Donna Grogan, M.D., has served as our director since August 2022. Dr. Grogan currently serves as Principal of Grogan Consulting, LLC, serving pharmaceutical company clients across drug development, regulatory strategy, trial design, and data interpretation. From September 2013 to June 2019, Dr. Grogan served as Chief Medical Officer of Clementia Pharmaceuticals, Inc., which was acquired by Ipsen in April 2019. Prior to Clementia, Dr. Grogan served as Chief Medical Officer for several HealthCare Ventures portfolio companies including Anexon, Apofore, and DecImmune. From February 2007 to August 2011, Dr. Grogan served as Chief Medical Officer and Senior Vice President of Clinical Development at FoldRx Pharmaceuticals, which was acquired by Pfizer in October 2010. Prior to FoldRx Pharmaceuticals, Dr. Grogan held roles of increasing responsibility at a various pharmaceutical companies, including Sepracor, Inc., which is currently known as Sunovian Pharmaceuticals, Inc., and Astra Pharmaceuticals, Inc. Dr. Grogan also served as a member of the board of directors of Momenta Pharmaceuticals, Inc., until its acquisition by Johnson & Johnson in October 2020. Dr. Grogan holds a B.A. from the College of the Holy Cross and a M.S. from University of Illinois College of Medicine. We believe that Dr. Grogan is qualified to serve on our Board because of her experience, qualifications, attributes and skills, including her medical background and extensive experience in the pharmaceutical industry. Andrew J. Hirsch has served as our President and a member of our Board since September 2020 and as our Chief Executive Officer since October 2, 2020. From September 2016 to September 2020, Mr. Hirsch served as Chief Financial Officer at Agios Pharmaceuticals, Inc., a public pharmaceutical company, including as head of corporate development beginning in March 2018. From March 2015 until August 2016, he served as President and Chief Executive Officer of BIND Therapeutics, Inc., or BIND, a biotechnology company. Prior to being named President and Chief Executive Officer, Mr. Hirsch held several other leadership positions at BIND, including Chief Operating Officer from February 2014 to March 2015, and Chief Financial Officer from July 2012 to March 2015. Prior to joining BIND, Mr. Hirsch was Chief Financial Officer at Avila Therapeutics, Inc., a biotechnology company, from June 2011 until its acquisition by Celgene Corporation in March 2012. From 2002 to 2011, Mr. Hirsch held roles of increasing responsibility at Biogen Inc., including Vice President of Corporate Strategy and M&A and program executive for the Avonex, Tysabri and Tecfidera development teams. Since May 2017, Mr. Hirsch has served on the board of directors of Editas Medicine, Inc. (Nasdaq: EDIT, a publicly traded pharmaceutical company, and also serves as a member of its audit committee and organization, leadership and compensation committee. He holds an M.B.A. from the Tuck School at Dartmouth College and a B.A. in economics from the University of Pennsylvania. We believe that Mr. Hirsch is qualified to serve on our Board because of his extensive leadership and industry-specific experience in a range of strategic and operating roles in the biotech sector. Utpal Koppikar has served as our director since March 2022. Since April 2023, Mr. Koppikar has served as Chief Financial Officer of Verily, a division of Alphabet, Inc., which is focused on applying artificial intelligence and data science to accelerate the development of precision health solutions. From June 2018 to March 2023, Mr. Koppikar served in positions of increasing responsibility, most recently as Executive Vice President and Chief Financial Officer, at Atara Biotherapeutics, Inc., a biotechnology company developing T-cell based immunotherapies. Prior to Atara Biotherapeutics, Mr. Koppikar served in a variety of roles at Gilead Sciences, Inc., from June 2011 through June 2018, including most recently as Vice President of Finance. From January 2001 to June 2011, Mr. Koppikar served as Executive Director of Finance at Amgen Inc. Mr. Koppikar was also a member of the board of directors of Flexion Therapeutics, Inc,, and Chair of its Audit Committee, until the acquisition of Flexion by Pacira BioSciences, Inc. Mr. Koppikar holds a B.S. in aerospace engineering from the University of Maryland, an M.S. in aeronautical engineering from Stanford University, and a M.B.A. from the Anderson School of Management at University of California, Los Angeles. We believe that Mr. Koppikar is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his financial leadership experience within the life sciences industry.

  8. Directors Continuing in Office

    Malcolm S. Salter has served as our director since December 2015. Mr. Salter is the James J. Hill Professor, Emeritus, at the Harvard Business School. From the time he joined the Harvard Business School faculty in 1967, his teaching and research have focused on issues of corporate strategy and governance. Mr. Salter currently serves on the boards of directors of AI Proteins, Inc., a biotechnology company focusing on the design and engineering of synthetic mini-protein therapeutics, since 2022, NextRNA, Inc., a biotechnology company focused on developing the next generation of RNA-directed therapeutics, since February 2021, and Dynamic Cell Therapies, Inc. (formerly Raqia Therapeutics, Inc.), a CAR-T cell therapies company for cancer and other diseases, since September 2020. Mr. Salter is also a co-founder of the Dana-Farber Innovations Research Fund, a venture philanthropy fund focused on early-stage research. From 1986 to 2006, Mr. Salter served as president of Mars & Co., a global strategy-consulting firm. Mr. Salter is a former Trustee of the Dana-Farber Cancer Institute. Mr. Salter holds an A.B., M.B.A., and a D.B.A. from Harvard University. We believe that Mr. Salter is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive corporate leadership experience.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below shows all compensation earned by each of our non-employee directors during the fiscal year ended December 31, 2023. During the fiscal year ended December 31, 2023, we did not provide any compensation to Andrew J. Hirsch, our President and Chief Executive Officer for his service as a director. The compensation paid to Mr. Hirsch as an executive officer during 2023 is set forth under “Executive Compensation – 2023 Summary Compensation Table” below.

  10. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | Kenneth C. Anderson, M.D. | $45,000 | $66,409(5) | $111,409 | | Laura Bessen, M.D. | 49,000 | 66,409(6) | $115,409 | | Bruce Downey | 91,500 | 66,409(7) | $157,909 | | Glenn Dubin | 44,000 | 66,409(8) | $110,409 | | Donna Grogan, M.D. | 55,000 | 66,409(9) | $121,409 | | Owen P. Hughes Jr. | 5,000(3) | 68,832(4) (10) | $73,832 | | Utpal Koppikar | 60,000 | 66,409(11) | $126,409 | | Malcolm Salter | 55,500 | 66,409(12) | $121,909 |

  11. DIRECTOR COMPENSATION

    (1)Amounts represent annual cash compensation earned for services rendered by members of our Board of Directors and the committees thereof during the fiscal year ended December 31, 2023, pursuant to our Non-employee Director Compensation Policy in effect at the time the compensation was paid. However, the following members of our Board of Directors elected to receive all or a portion of their cash compensation in the form of unrestricted shares in accordance with our Non-employee Director Compensation Policy: Dr. Anderson was issued 15,834 shares in lieu of $45,000 in fees; Mr. Dubin was issued 15,482 shares in lieu of $44,000 in fees; and Dr. Grogan was issued 19,353 shares in lieu of $55,000 in fees. (2)Amounts reflect the aggregate grant date fair value of option awards granted during the 2023 year in accordance with our Non-employee Director Compensation Policy, calculated in accordance with the provisions of Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC, Topic 718, Compensation—Stock Compensation. See Notes 2 and 11 to our audited consolidated financial statements appearing in our 2023 Annual Report for assumptions underlying the valuation of equity awards. (3)Mr. Hughes joined our Board of Directors in November 2023 and the annual retainer earned has been pro-rated accordingly. Mr. Hughes was added to the Audit Committee in 2024 and, as a result, we did not provide any additional retainer compensation to Mr. Hughes in 2023. (4)These stock options were granted under our Non-employee Director Compensation Policy in connection with Mr. Hughes’ initial appointment to the Board of Directors. All other stock option awards granted to members of Board of Directors in 2023 were annual awards under our Non-employee Director Compensation Policy. (5)As of December 31, 2023, Dr. Anderson had option awards for up to 92,746 shares outstanding. (6)As of December 31, 2023, Dr. Bessen had option awards for up to 67,200 shares outstanding. (7)As of December 31, 2023, Mr. Downey had option awards for up to 99,347 shares outstanding. (8)As of December 31, 2023, Mr. Dubin had option awards for up to 90,700 shares outstanding. (9)As of December 31, 2023, Dr. Grogan had option awards for up to 67,200 shares outstanding. (10)As of December 31, 2023, Mr. Hughes had an option award for up to 52,000 shares outstanding. (11)As of December 31, 2023, Mr. Koppikar had option awards for up to 67,200 shares outstanding. (12)As of December 31, 2023, Mr. Salter had option awards for up to 93,347 shares outstanding.

  12. Non-employee Director Compensation Policy

    Non-employee Director Compensation Policy Under our Non-employee Director Compensation Policy, as amended and restated, we pay our non-employee directors a cash retainer for service on the Board of Directors and for service on each committee on which the director is a member, with the chair the Board of Directors, the Lead Independent Director (if one is appointed), and the chair of each committee receiving higher or additional retainers. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, with the amount of these payments pro-rated for any portion of a quarter that a director is not serving on our Board of Directors or a Board committee. Directors may elect to receive unrestricted shares of our common stock in lieu of any cash retainer payments. Under our Non-employee Director Compensation Policy, the fees paid to non-employee directors for service on the Board of Directors and for service on each Board committee on which the director is a member are as follows:

  13. Non-employee Director Compensation Policy

    | | Annual Retainer | | Board of Directors: | | | All non-employee members | $40,000 | | Additional retainer for Chairman of the Board | 30,000 | | Additional retainer for Lead Independent Director | 25,000 | | Audit Committee: | | | Chair | 15,000 | | Non-chairman members | 7,500 | | Organization, Leadership and Compensation Committee: | | | Chair | 10,000 | | Non-chairman members | 5,000 | | Science and Technology Committee | | | Chair | 10,000 | | Non-chairman members | 5,000 | | Nominating and Corporate Governance Committee: | | | Chair | 8,000 | | Non-chairman members | 4,000 |

  14. Non-employee Director Compensation Policy

    Each non-employee director may elect to receive all or a portion of her or his cash compensation in the form of unrestricted shares having a grant date fair value equal to the amount (or portion thereof) of such compensation. Any such election (i) shall be made (x) for any continuing non-employee director, before the start of the calendar year with respect to any cash compensation for such calendar year and (y) for any new non-employee director, within 30 days of her or his election to the Board, (ii) shall be irrevocable with respect to such calendar year and (iii) shall automatically apply to the cash compensation for each subsequent calendar year unless otherwise revoked prior to the start of such calendar year. We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board of Director and committee meetings. In addition, under our Non-employee Director Compensation Policy, in effect for 2023, each non-employee director, upon the director’s initial election to our Board of Directors, receives an option to purchase 52,000 shares of our common stock. Each of these options vests as to 33% on the first anniversary of the date of grant, with the remainder to vest quarterly for the subsequent two years, subject to continued service as a director through such vesting dates. On the date of each annual meeting of stockholders of our company, each continuing non-employee member of the Board of Directors, other than a director receiving an initial equity award or a director whose tenure in office as of the date of the annual meeting is less than six months, is granted a non-qualified stock option to purchase 26,000 shares of common stock or such lesser number as represents not more than $650,000 in grant date fair value, which vests and becomes fully exercisable upon the earlier to occur of the first anniversary of the grant date or the date of the next annual meeting of stockholders following the date of grant, subject to continued service as a director through such date. The exercise price of these options is equal to the fair market value of our common stock on the date of grant. In March 2024, our Board of Directors amended and restated our Non-employee Director Compensation Policy to (i) increase the size of the option awarded upon a director’s initial election to 65,000 shares, and (ii) increase the size of each annual option awarded to non-employee members of the Board of Directors continuing in office after our annual meeting of stockholders to 32,500 shares or such lesser number as represents not more than $650,000 in grant date fair value. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

  15. How Our Pay Program Works

    How Our Pay Program Works In setting executive base salaries and annual incentive cash awards and granting equity incentive awards, we consider compensation for comparable positions in the market, the competition for talent in our market, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our company. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, annual cash incentives or long-term incentives. The following elements of our pay program have been carefully selected by our OLCC and are reviewed on an annual basis:

  16. How Our Pay Program Works

    | Pay Objective | Base Salary | Annual Cash Incentives | Equity Incentives | | Motivate and retain | ❖ | ❖ | ❖ | | Provide stability and manage risk | ❖ | | | | Reward annual performance | | ❖ | | | Balance near-term objectives with sustainable, long-term performance | | ❖ | ❖ | | Align our employees’ interests with those of our stockholders and reward exceptional performance | | ❖ | ❖ | | Incent the achievement of shareholder value creation | | | ❖ |

  17. Target Pay Mix

    Target Pay Mix Our executive compensation program is based on paying for performance and driving the creation of long-term stockholder value. In order to achieve this, the OLCC places a significant percentage of NEO compensation “at-risk,” meaning that the value of the awards will only be realizable once our corporate performance and stock price growth is increased. The following tables reflect the portion of our CEO’s and other NEOs’ compensation that was “at-risk,” which includes their annual incentive cash awards, which are tied to the Company’s achievement of short-term objectives, and their long-term incentive equity awards, which consist of (i) restricted stock units, or RSUs, that vest based on the passage of time, and (ii) stock option awards, which are tied to longer-term Company performance. As a result, 83% of our CEO’s 2023 compensation and 68% of our other NEOs’ 2023 compensation was considered to be “at risk.”

  18. Governance Practices

    | Pay for Performance | ❖ | A majority of our compensation is “at-risk” and is directly tied to company performance and objectives | | Insider Trading Policy | ❖ | We maintain a robust suite of insider trading policies that prohibits short sales, hedging and pledging activity, as well as the use of Company securities as collateral in margin accounts | | Change in Control Provisions | ❖ | No “single-trigger” change in control benefits or excise tax gross-ups are provided to our executives | | Compensation Risk Assessment | ❖ | Our Organization, Leadership and Compensation Committee conducts a compensation risk assessment in order to mitigate our compensation risk and reduce material adverse effects on the Company |

  19. Role of Our Independent Compensation Consultant

    Role of Our Independent Compensation Consultant During 2023, Pearl Meyer served as the OLCC’s compensation consultant and continues to serve as the OLCC’s independent compensation consultant. The OLCC conducted a review of its relationship with Pearl Meyer and determined that Pearl Meyer’s work for the OLCC did not raise any conflicts of interest. Pearl Meyer’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Act, the SEC, and the Nasdaq Stock Market.

  20. Peer Group

    Peer Group With the assistance of Pearl Meyer, in the fall of 2022, the OLCC conducted a peer benchmark assessment to help establish a peer group that would be used to determine market-competitive compensation for our executives. The OLCC considered this analysis along with other factors in determining pay including industry surveys, individual performance, and the responsibilities and experience of the executive. In determining the peer group, with the assistance of Pearl Meyer, the OLCC considered and relied on several factors in setting its executive compensation peer group: •Industry: biotechnology and pharmaceutical public companies, with a focus on oncology and/or neurology indications where possible •Stage of Development: clinical development Phase I, II, or III companies •Market Capitalization: between $200 million and $2.0 billion •Headcount: greater than 50 employees •IPO: prior to January 1, 2022, where possible In September 2022, the OLCC approved the following peer group, which was used for purposes of 2023 executive compensation decision-making:

  21. Peer Group

    | Adaptimmune Therapeutics plc | AlloVir, Inc. | Arvinas, Inc. | | BioAtla, Inc. | Editas Medicine, Inc. | Foghorn Therapeutics Inc. | | IGM Biosciences, Inc. | Kymera Therapeutics, Inc. | Lyell Immunopharma, Inc. | | Monte Rosa Therapeutics, Inc. | Morphic Holding, Inc. | Nkarta, Inc. | | Nurix Therapeutics, Inc. | PMV Pharmaceuticals, Inc. | Prelude Therapeutics Incorporated | | REGENXBIO Inc. | Replimune Group, Inc. | Revolution Medicines, Inc. | | Zentalis Pharmaceuticals, Inc. | | |

  22. Annual Incentive Plan Cash Awards

    Annual Incentive Plan Cash Awards Our annual incentive cash award program is intended to reward our NEOs for meeting objective or subjective performance goals for a fiscal year. From time to time, our Board of Directors or OLCC may approve annual incentive cash awards for our NEOs based on individual performance, company performance or as otherwise determined appropriate. For 2023, the amount of the annual incentive cash award paid to each of our NEOs was determined solely on the level of performance against our 2023 corporate objectives. Incentive Opportunities Each of our NEOs had a pre-established target annual incentive rate, which is equal to a percentage of the executive’s base salary. Under our annual incentive plan, our NEOs can earn between a minimum of 50% of their target award for threshold performance up to a maximum of 150% payout for superior performance. The annual incentive cash awards for all of our NEOs are tied solely to the level of achievement of our corporate objectives. For 2023, our NEOs had the following annual cash incentive opportunities:

  23. Annual Incentive Plan Cash Awards

    | Named Executive Officer | Target Annual Cash Incentive Opportunity (as % of Current Base Salary) | | Andrew Hirsch | 55% | | Stewart Fisher, Ph.D. | 40% | | Leonard Reyno, M.D. | 40% |

  24. Annual Incentive Plan Cash Awards

    Performance Criteria Our 2023 corporate objectives, which were established to incent performance on business activities designed to drive stockholder value, included a mix of pipeline, financial, development, and strategic objectives. Our 2023 corporate objectives and their respective weightings were as follows:

  25. Annual Incentive Plan Cash Awards

    | Corporate Objective | Weighting | | Advance clinical development activities to have three clinical-stage programs | 50% | | Continue to invest in and advance pre-development candidate pipeline and platform | 30% | | Evolve the organization to position the Company for success in the next phase of growth | 20% |

  26. Annual Incentive Plan Cash Awards

    Earned Awards Our achievement of our 2023 corporate objectives drove strong corporate performance in 2023 and, as a result, the OLCC determined that our corporate goals were 95% achieved in 2023. Specifically, in evaluating overall corporate performance in 2023, the OLCC considered progress achieved across the organization in laying the foundation for our vision to transform patient care through protein degradation and highlighted the following areas of achievement: •Advancement of CFT7455 in the clinic, resulting in the presentation of positive data from the ongoing Phase 1/2 clinical trial in relapsed/refractory multiple myeloma; •Continued advancement of CFT1946 in the clinic; •Advancement of CFT8919 through the establishment of a collaboration with Betta Pharma, receipt of FDA approval of the investigational new drug application for CFT8919, and receipt of clinical trial application, or CTA, clearance for CFT8919 from the Chinese regulatory authority, the National Medical Products Administration; •Entry into a new license and collaboration agreement with Merck to discover and develop degrader antibody conjugates; and •Continued progress in our strategic prioritization efforts, resulting in a focus on advancing product candidates CFT7455, CFT1946 and CFT8919 and streamlined internal research efforts and the extension of our cash runway. As the annual incentive cash awards for all of our NEOs are tied solely to the level of achievement of our corporate objectives, the annual cash incentive awards paid to our NEOs for 2023 were as follows:

  27. Annual Incentive Plan Cash Awards

    | Named Executive Officer | Target Annual Incentive ($) | Percent Achieved (%) | 2023 Earned Annual Incentive ($) | | Andrew Hirsch | $351,450 | 95% | $333,878 | | Stewart Fisher, Ph.D. | $191,693 | 95% | $182,020 | | Leonard Reyno, M.D. (1) | $220,000 | 95% | $209,000 |

  28. Annual Incentive Plan Cash Awards

    (1) While Dr. Reyno joined the Company in July 2023, under the terms of his employment agreement, his 2023 annual cash incentive award was calculated based on his annualized 2023 base salary without proration.

  29. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our equity incentive program is intended to align the interests of our NEOs with those of our stockholders and to motivate our NEOs to make important contributions to our performance. In February 2023, as part of our annual process to review and approve executive compensation matters, we granted our NEOs (excluding Dr. Reyno, who was not an employee of the Company at that time) a mix of stock and option awards designed to retain such NEOs while creating long-term value for our stockholders, with the stock awards granted in the form of RSUs that vest annually over four years and option awards vesting quarterly over 16 quarters, subject to the recipient’s continued service relationship with the Company through such dates. In addition, in September 2023, in order to ensure that our employees had equity holdings that provide retentive value and as part of a special retention program for select employees, including the members of our Senior Leadership Team, the OLCC (and, in the case of the CEO, our Board) also granted stock options to each of the members of our Senior Leadership Team who had not recently received a stock option award, with these awards vesting all at once, two years from the date of grant, subject to the recipient’s continued business relationship with the Company through such date. All of our executive officers other than Dr. Reyno and Kendra Adams received a retention equity award as part of this program, with Dr. Reyno excluded because he had received new hire equity awards in July 2023 and Ms. Adams excluded because she received equity awards in connection with her September 2023 promotion into the role of Chief Financial Officer. In providing these stock option awards, our OLCC believed that these awards would contribute to ensuring stability at the leadership team level, which would help the Company achieve its objectives, both in the short- and long-term. In 2022, as a way to further align our executive compensation with long term company performance, we granted performance-based RSUs to our executives, including Mr. Hirsch and Dr. Fisher. Dr. Reyno did not participate in this program as it predates his commencement of employment with the Company. The design of this program focused on aligning the vesting of these performance-based RSUs with the achievement of key corporate milestones related to our discovery and development activities, as well as future stock appreciation. This program also served to support the retention of key executive leadership in a highly competitive marketplace for talent and leadership. Our OLCC believes that these various equity awards provide an effective long-term incentive for all employees and are a competitive vehicle in our industry. The table below shows the equity incentives awarded to our NEOs in 2023, which included new hire stock option and time-based RSU awards made to Dr. Reyno, annual stock option and time-based RSU awards to Mr Hirsch and Dr. Fisher, and a special retentive stock option award made in September 2023 to each of our NEOs other than Dr. Reyno. Each RSU represents the contingent right to receive one share of our common stock upon vesting and settlement of each RSU.

  30. Long-Term Incentive Compensation

    | | Stock Awards (1) | | Options Awards (2) | | | Named Executive Officer | (#) | ($) | (#) | ($) | | Andrew Hirsch | 81,600 | 470,832 | 856,800 | 2,333,189 | | Stewart Fisher, Ph.D. | 26,000 | 147,420 | 245,000 | $711,925 | | Leonard Reyno, M.D. | 61,300 | 214,550 | 276,000 | $709,596 |

  31. Long-Term Incentive Compensation

    (1)The RSUs, which were granted as an annual equity award for Mr. Hirsch and Dr. Fisher and a new hire equity award to Dr. Reyno, are time-based and will vest in equal annual installments over four years beginning on the first anniversary of the grant date. (2)Mr. Hirsch and Dr. Fisher were granted 367,200 and 125,000 stock options, respectively, as annual equity awards which vest in equal quarterly installments over four years. The remainder of the option awards in the table above for Mr. Hirsch and Dr. Fisher, which consist of 489,600 and 120,000 stock options, respectively, were granted in September 2023 as special retentive equity awards and vest in full on the second anniversary of the date of the grant. Dr. Reyno’s option award, which was granted in connection with his joining the Company, vests over four years, with 25% of the award vesting on the first anniversary of his start date and the balance vesting in 12 equal quarterly installments thereafter.

  32. Employment, Severance and Change in Control Arrangements with Our NEOs

    Employment, Severance and Change in Control Arrangements with Our NEOs We entered into an employment agreement with each of our NEOs, each of whom is employed at will. These agreements incorporate our standard form agreements with respect to confidential information and assignment of intellectual property, which have been signed by each of our NEOs. Among other things, each of these agreements obligates the NEO to refrain from disclosing any of our proprietary information received during the course of his or her employment with and to assign to us any inventions conceived or developed during the course of his or her employment. The employment and/or equity agreements with our NEOs also provide that, during the period of the NEO’s employment and for 12 months thereafter, the NEO will not solicit our employees, consultants, customers or suppliers. In addition, each of our NEOs has signed an agreement – either as part of an equity agreement or as part of the individual’s employee confidentiality and assignment of intellectual property agreement – that provides that the NEO is also subject to a 12-month post-termination non-competition covenant.

  33. Andrew J. Hirsch

    Andrew J. Hirsch On September 6, 2020, we entered into an employment agreement with Mr. Hirsch, our President and Chief Executive Officer, pursuant to which Mr. Hirsch serves as our President and Chief Executive Officer. Under this agreement, Mr. Hirsch receives an annual base salary and is eligible to receive an annual incentive cash award with a target amount of 55% of his then current base salary, in each case subject to periodic review and adjustment by our Board of Directors or the OLCC. Mr. Hirsch is also eligible to participate in employee benefit plans generally available to our executive employees, subject to the terms of those plans. Under Mr. Hirsch’s employment agreement, if Mr. Hirsch’s employment is terminated by us without “cause” or Mr. Hirsch resigns for “good reason” (as each of these terms is defined in his employment agreement), in each case other than in connection with a “change in control” (as defined in his employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, he will be entitled to receive (i) an amount equal to one times his base salary, payable in accordance with the Company’s normal payroll procedures over the 12-month period following the date of termination, plus a pro rata portion of his target annual cash incentive, payable in a single lump sum payment within sixty days following the date of termination, and (ii) subject to Mr. Hirsch’s copayment of premium amounts at the applicable active employees’ rate and proper election of COBRA health continuation, a monthly payment of the amount that we would have made to provide health insurance to Mr. Hirsch had he remained employed until the earliest of 12 months following his termination date, his eligibility for group health coverage through another employer, or the cessation of his eligibility for COBRA continuation of health coverage. Mr. Hirsch’s employment agreement also provides that, in lieu of the payments and benefits described above, if Mr. Hirsch’s employment is terminated by us without cause or Mr. Hirsch resigns for good reason, in either case upon, immediately prior to, or within 18 months following a change in control, subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, he will be entitled to receive (i) a lump sum cash payment equal to 1.5 times the sum of (x) his then-current base salary (or his base salary in effect immediately prior to the change in control, if higher) plus (y) his target annual cash incentive then in effect (or his target annual cash incentive in effect immediately prior to the change in control, if higher); (ii) subject to Mr. Hirsch’s copayment of premium amounts at the active employees’ rate and proper election of COBRA health continuation, a monthly payment of the amount that we would have made to provide health insurance to Mr. Hirsch had he remained employed until the earliest of 18 months following his termination date, his eligibility for group health coverage through another employer, or the cessation of his eligibility for COBRA continuation of health coverage; and (iii) full acceleration of all equity awards held by Mr. Hirsch, with any performance conditions becoming vested based on attainment of the greater of target level of performance or actual performance as of the date of termination. To the extent the parties to a sale event do not provide for the assumption, continuation or substitution of Mr. Hirsch’s equity awards, Mr. Hirsch is entitled to receive full acceleration of his equity awards upon the sale event, with any performance conditions becoming vested based on attainment of the greater of target level of performance or actual performance as of the date of the sale event. However, in the event that any compensation or payments payable to Mr. Hirsch would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or the Code, or would be subject to the related excise tax under Section 4999 of the Code, then Mr. Hirsch’s employment agreement provides that he will receive either the full amount of the severance payments and benefits described above or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever result in the greater amount of after-tax benefits to Mr. Hirsch.

  34. Named Executive Officers Other Than Mr. Hirsch

    Named Executive Officers Other Than Mr. Hirsch We have entered into an employment agreement with each of our NEOs (excepting Mr. Hirsch, who is described above) pursuant to which the NEO receives an annual base salary and is eligible to receive an annual incentive cash award with a target amount of 40% of the individual’s rate of base salary, in each case, subject to review and adjustment by our Board of Directors or OLCC. Each of our NEOs is also eligible to participate in employee benefit plans generally available to our executive employees, subject to the terms of those plans. The employment agreement in place with each of our NEOs (excepting Mr. Hirsch, who is described above) provides that, in the event that the NEO’s employment is terminated by us without “cause” or the NEO resigns for “good reason” (as each of these terms is defined in the NEO’s employment agreement), in each case other than in connection with a “change in control” (as defined in the NEO’s employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, the NEO will be entitled to receive (i) an amount equal to one times his or her base salary plus, at the discretion of our Board of Directors and upon the recommendation of our OLCC, a pro rata portion of his or her target annual cash incentive, payable in accordance with the Company’s normal payroll procedures over the 12-month period following the date of termination, and (ii) subject to the NEO’s copayment of premium amounts at the active employees’ rate and proper election of COBRA health continuation, a monthly payment of the amount that we would have made to provide health insurance to the NEO had he or she remained employed until the earliest of 12 months following his or her termination date, his or her eligibility for group health coverage through another employer, or the cessation of his or her eligibility for COBRA continuation of health coverage. The employment agreements in place with each of our NEOs (excepting Mr. Hirsch, who is described above) also provides that, in lieu of the payments and benefits described above, if the NEO’s employment is terminated by us without cause or the NEO resigns for good reason, in either case upon, immediately prior to, or within 12 months following a change in control, subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, the NEO will be entitled to receive (i) a lump sum cash payment equal to one times the sum of his or her then-current base salary (or his or her base salary in effect immediately prior to the change in control, if higher) plus his or her target annual cash incentive in effect immediately prior to the change in control (or his or her target annual cash incentive in effect immediately prior to the change in control, if higher); (ii) subject to the NEO’s copayment of premium amounts at the active employees’ rate and proper election of COBRA health continuation, a monthly payment of the amount that we would have made to provide health insurance to the NEO had he or she remained employed until the earliest of 12 months following his termination date, his or her eligibility for group health coverage through another employer, or the cessation of his or her eligibility for COBRA continuation of health coverage; and (iii) full acceleration of all equity awards held by the NEO, with any performance conditions becoming vested based on attainment of the greater of target level of performance or actual performance as of the date of termination. To the extent the parties to a sale event do not provide for the assumption, continuation or substitution of a NEO’s equity awards, the NEO is entitled to receive full acceleration of his or her equity awards upon the sale event, with any performance conditions becoming vested based on attainment of the greater of target level of performance or actual performance as of the date of the sale event. However, in the event that any compensation or payments payable to a NEO would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, or the Code, or would be subject to the related excise tax under Section 4999 of the Code, then the NEO’s employment agreement provides that she or he will receive either the full amount of the severance payments and benefits described above or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever result in the greater amount of after-tax benefits to the NEO.

  35. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by or paid to each of our NEOs for services rendered to us in all capacities for the years set forth below, which excludes fiscal years in which the individuals were not our NEOs:

  36. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) | Total ($) | | Andrew J. Hirsch | 2023 | $639,000 | $— | $470,832 | $2,333,189 | $333,878 | $13,200(4) | $3,790,099 | | President & Chief Executive Officer | 2022 | 614,400 | — | 1,624,400 | —(6) | 337,920 | 18,675(5) | 2,595,395 | | Stewart Fisher, Ph.D. | 2023 | 479,232 | — | 147,420 | 711,925 | 182,020 | 13,320(4) | 1,533,917 | | Chief Scientific Officer | 2022 | 460,800 | — | 558,698 | 1,888,838 | 184,320 | 12,222(5) | 3,104,878 | | Leonard Reyno, M.D. Chief Medical Officer | 2023 | 262,660(7) | 268,415 | 214,550 | 709,596 | 209,000 | 10,506(4) | 1,674,727 |

  37. Summary Compensation Table

    (1)This amount represents a relocation benefit and a sign-on bonus paid in connection with Dr. Reyno’s commencement of employment with the Company, which were used to incent Dr. Reyno to join the Company and compensate him for his relocation to the Boston area, as well as for equity and other compensation he forfeited by leaving his prior role. This sign-on bonus was paid upon his commencement of employment with the Company. This sign-on bonus and relocation benefit were structured such that the amounts received by Dr. Reyno are subject to clawback if Dr. Reyno voluntarily terminates his employment with the Company or the Company terminates his employment for “cause” (as that term is defined in his employment agreement) prior to the one-year anniversary of his commencement of employment with the Company. (2)Amounts reflect the aggregate grant date fair value of restricted stock unit and option awards granted during the year calculated in accordance with the provisions of FASB ASC Topic 718, Compensation—Stock Compensation. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For the time-based RSUs granted in 2023, which vest in four equal installments annually, commencing on the first anniversary of the grant date, the grant date fair value was estimated using the closing stock price on the grant date. For the performance-based RSUs granted in 2022, the grant date fair value for the portion of these awards that may be earned based on market-based conditions was estimated using a Monte Carlo Simulation model and the grant date fair value for the portion that may be earned based on other performance conditions was determined based on an estimate of the probable achievement of the underlying performance conditions. For information regarding assumptions underlying the valuation of option awards, see Notes 2 and 11 to our audited consolidated financial statements appearing in our 2023 Annual Report. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting or settlement of restricted stock unit awards or the vesting or exercise of the options awards, or the subsequent sale of shares received under such awards. (3)The amounts reported represent annual incentive cash awards based upon the achievement of corporate performance objectives for the years ended December 31, 2023, and 2022, which were paid in February 2024, and 2023, respectively. (4)Represents the Company’s 401(k) matching contributions they were entitled to receive. For information regarding this defined contribution plan, see Note 14 to our audited consolidated financial statements appearing in our 2023 Annual Report. (5)Represents the Company’s 2022 401(k) matching contributions and a one-time cash bonus that was provided to all eligible employees, including those NEOs then employed by the Company, in lieu of a 401(k) match, which was provided to ensure that all employees participating in the Company’s 401(k) plan received the economic value of the full employer matching contributions they were entitled to receive but did not receive via the 401(k) plan due to constraints set forth in the plan’s governing documents. For information regarding this defined contribution plan, see Note 14 to our audited consolidated financial statements appearing in our 2023 Annual Report. (6)We did not provide Mr. Hirsch with an annual stock option award in 2022 as, in conjunction with his hiring as our CEO in 2020, we granted him an option award intended to include his new hire award and the annual option awards that he would be eligible to receive over the next two years, (7)Dr. Reyno joined the Company in July 2023 and his 2023 salary was pro-rated accordingly.

  38. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding all outstanding stock and option awards held by each of our NEOs on December 31, 2023:

  39. Outstanding Equity Awards at Fiscal Year End

    | | | | Option Awards | | | | Stock Awards | | | | | Named Executive Officer | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Andrew Hirsch | 10/01/20 | 10/01/20 | 1,268,754 | 422,918(4) | $19.00 | 09/30/30 | | | | | | | 02/23/22 | 02/23/22 | | | | | | | 55,000(5) | $250,188 | | | 02/15/23 | 02/15/23 | 68,850 | 298,350(6) | 5.77 | 02/14/33 | 81,600(7) | $461,040 | | | | | 09/18/23 | 09/18/23 | — | 489,600(8) | 2.15 | 09/17/33 | | | | | | Stewart Fisher, Ph.D. | 04/24/18 | 05/01/18 | 35,573 | — | 3.71 | 04/23/28 | | | | | | | 07/03/20 | 06/05/20 | 142,674 | 61,320(9) | 4.98 | 07/02/30 | | | | | | | 07/09/20 | 06/05/20 | 25,928 | 22,224(9) | 4.98 | 07/08/30 | | | | | | | 02/11/21 | 02/11/21 | 65,278 | 29,672(10) | 45.54 | 02/10/31 | | | | | | | 02/14/22 | 02/14/22 | 51,625 | 66,375(10) | 22.71 | 02/13/32 | | | 16,500(5) | 75,056 | | | 02/13/23 | 02/13/23 | 23,437 | 101,563(10) | 5.67 | 02/12/33 | 26,000(7) | $146,900 | | | | | 09/18/23 | 09/18/23 | — | 120,000(8) | 2.15 | 09/17/33 | | | | | | Leonard Reyno, M.D. | 07/10/23 | 07/10/23 | — | 276,000(11) | 3.50 | 07/09/33 | 61,300(7) | $346,345 | | |

  40. Outstanding Equity Awards at Fiscal Year End

    (1)These amounts represent the number of time-based RSUs outstanding for all NEOs. (2)Amounts shown are based on a price of $5.65 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 29, 2023, the last trading day of the year. (3)These amounts represent the number of performance-based RSUs granted to Mr. Hirsch and Dr. Fisher that will vest if certain performance conditions are met. (4)This award vests over four years, with 12.5% having vested on the six-month anniversary of the vesting commencement date and the remainder of the award vesting in 14 equal quarterly installments thereafter, subject to Mr. Hirsch’s continued service relationship with us on each vesting date. (5)Amount shown consists of of a performance-based RSU award that vests as to a portion of the award based on specified market-based conditions and, as to the balance of the award, based on the achievement of certain corporate performance conditions. (6)This award vests in 16 equal quarterly installments starting on the three-month anniversary of the vesting commencement date, subject to Mr. Hirsch’s continued service relationship with us on each vesting date. (7)This time-based RSU award vests annually in four equal installments commencing on the first anniversary of the date of grant, subject to the recipient’s continued service relationship with the Company through each such date. (8)This award vests in full on the two year anniversary of the date of grant, subject to the NEO’s continued service relationship with the Company through such date. (9)These awards vest in 20 equal quarterly installments starting on the three-month anniversary of the vesting commencement date, subject to the NEO’s continued service relationship with us on each vesting date. (10)These awards vest in 16 equal quarterly installments starting on the three-month anniversary of the vesting commencement date, subject to the NEO’s continued service relationship with us on each vesting date. (11)This award vests over four years, with 25% vesting on the one-year anniversary of the vesting commencement date and the remainder of the award vesting in 12 equal quarterly installments thereafter, subject to Dr. Reyno’s continued service relationship with us on each vesting date.

  41. Pay Versus Performance

    Pay Versus Performance The following table sets forth information regarding “compensation actually paid” to our principal executive officer, or PEO, Mr. Hirsch, and to our non-PEO NEOs for each applicable year. The identity of our NEOs other than Mr. Hirsch may vary year-over-year and the identity of which NEOs are included in this table is determined based on those executive officers who were NEOs for the years presented. Compensation actually paid to Mr. Hirsch and our other NEOs is impacted by the fair value of their equity incentive awards, which is calculated in accordance with the provisions of FASB ASC Topic 718, Compensation—Stock Compensation. See Note 2 to our audited consolidated financial statements appearing in our 2023 Annual Report for a summary of the assumptions underlying the valuation of equity awards.

  42. Pay Versus Performance

    | Year (1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return(3) | Net Loss (in thousands) | | 2023 | $3,790,099 | $4,311,539 | $1,604,322 | $1,945,825 | $17.05 | $(128,175) | | 2022 | 2,595,395 | (21,606,202) | 3,509,439 | (2,156,954) | 17.81 | (83,892) | | 2021 | 952,200 | (79,705) | 3,937,239 | 3,013,310 | 97.19 | $(83,892) |

  43. Pay Versus Performance

    (1)The PEO for each of the periods presented is Mr. Hirsch. The Non-PEO NEOs for 2023 were Dr. Reyno and Dr. Fisher, for 2022 were Dr. Scott Boyle, our Chief Business Officer, and Dr. Fisher and, for 2021 were Lauren White, our then-current Chief Financial Officer, and Dr. Fisher. (2)These amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the SCT (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP):

  44. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $3,790,099 | $1,604,322 | $2,595,395 | $3,509,439 | $952,200 | $3,937,239 | | Adjustments for Equity Awards | | | | | | | | Adjustments for grant date fair values of equity awards granted in the current year | (2,804,021) | (891,745) | (1,624,400) | (2,844,379) | — | (3,395,354) | | Year-end fair value of unvested equity awards granted in the current year | 4,110,779 | 1,362,669 | 284,900 | 356,546 | — | 2,172,003 | | Year-over-year difference of year-end fair values for unvested equity awards granted in prior years | (198,377) | (34,088) | (18,018,970) | (2,349,947) | (3,356,456) | (167,996) | | Fair values at vest date for equity awards granted and vested in current year | 106,718 | 17,814 | 158,875 | 104,252 | — | 216,575 | | Difference in fair values between prior year-end fair values and vest date fair values for equity awards granted in prior years | (693,659) | (113,147) | (5,002,002) | (932,865) | 2,324,551 | 250,843 | | Total Adjustments for Equity Awards | 521,440 | 341,503 | (24,201,597) | (5,666,393) | (1,031,905) | (923,929) | | Compensation Actually Paid (as calculated) | $4,311,539 | $1,945,825 | $(21,606,202) | $(2,156,954) | $(79,705) | $3,013,310 |

  45. Pay Versus Performance

    (3)Shareholder return provides the value of common stock as of December 31, 2023, December 31, 2022 and December 31, 2021 assuming $100 was invested in our common stock after the market closed on December 31, 2020.

  46. Narrative Disclosure: Pay Versus Performance Table

    Narrative Disclosure: Pay Versus Performance Table The illustrations below provide a graphical description of Compensation Actually Paid, or CAP (as calculated in accordance with the rules promulgated by the SEC, and the following measures: •Company’s cumulative Total Shareholder Return, or TSR; and •Company’s Net Income

  47. Stock Option Grants to Directors and Executive Officers

    Stock Option Grants to Directors and Executive Officers As of December 31, 2023, we have granted stock options to our directors and executive officers and performance-based restricted stock units to our executive officers, as more fully described in the section titled “Executive Compensation” found elsewhere in this proxy statement.