DEF 14A of Prime Medicine, Inc., Apr 29, 2024

DEF 14A of Prime Medicine, Inc.

Filed Apr 29, 2024 · FY20230001628280-24-018977

Open on EDGAR

  1. Nominees for Election as Class II Directors

    Nominees for Election as Class II Directors Wendy Chung, M.D., Ph.D. has served as a member of our board of directors since November 2021. Dr. Chung is an American Board of Medical Genetics certified clinical and molecular geneticist and serves as the Chair of the Department of Pediatrics at Boston Children’s Hospital, a position she has held since July 2023. Previously, she led the Precision Medicine Resource in the Irving Institute at Columbia University from February 2014 to June 2023. Dr. Chung was on the faculty at Columbia University from 2002 to June 2023, most recently as the Kennedy Family Professor of Pediatrics and Medicine at Columbia University. Prior to that, she was an Associate Professor at Columbia University. Dr. Chung has served as a member of the board of directors of Rallybio Corporation, a public biotechnology company, since August 2022. She received her B.A. in Biochemistry from Cornell University, her M.D. from Cornell University Medical College, and her Ph.D. in Genetics from The Rockefeller University. We believe that Dr. Chung is qualified to serve on our Board of Directors because of her extensive experience in medicine and genetics research. Kaye Foster has served as a member of our board of directors since December 2021. Ms. Foster has been a Senior Advisor at the Boston Consulting Group since August 2014. Previously, she was Senior Vice President, Global Human Resources at Onyx Pharmaceuticals, Inc., an Amgen, Inc. subsidiary and a biopharmaceutical company, from October 2010 to January 2014. At Onyx, she led all aspects of human resources for U.S. and global operations. Prior to joining Onyx, Ms. Foster was Global Vice President of Human Resources and an Executive Committee member at Johnson and Johnson Corporation, a healthcare company, from May 2003 to March 2010. Before Johnson and Johnson, Ms. Foster held several senior human resources executive positions with Pfizer Inc., a pharmaceuticals company. She currently serves on the board of directors and compensation committee of National Resilience Inc.; on the board of directors and the compensation and nominating and corporate governance committees of Agios Pharmaceuticals, Inc.; on the board of directors and real estate and nominations committees of Stanford Health Care, a hospital and healthcare system; on the board of trustees and the human resources committee of Spelman College; and chairs the Glide Memorial Foundation Board of Trustees. She received her B.B.A. in Business Administration from Baruch College of the City University of New York and her M.B.A. from Columbia University, Graduate School of Business. We believe Ms. Foster is qualified to serve on our Board of Directors because of her extensive experience as an executive in the pharmaceuticals industry, including her experience in people management, compensation planning and driving and maintaining corporate culture. Keith Gottesdiener, M.D. has served as our President and Chief Executive Officer and a member of our board of directors since July 2020. Prior to that, from October 2011 until March 2020, Dr. Gottesdiener served as the Chief Executive Officer and a director of Rhythm Pharmaceuticals, Inc., a biopharmaceutical company. Dr. Gottesdiener joined Rhythm after 16 years at Merck Research Laboratories, where he held positions of increasing responsibility, including serving as a leader of Merck’s late clinical development organization from 2006 to 2011 and leading Merck’s early clinical development across all therapeutic areas from 2001 through early 2006. Dr. Gottesdiener currently serves as a director and a member of the compensation committee of Cardurion Pharmaceuticals, Inc., a biotechnology company and a director and member of the research and development committee of Intercept Pharmaceuticals, Inc. He received his M.D. from the University of Pennsylvania and his B.A. in Applied Mathematics from Harvard College. We believe that Dr. Gottesdiener is qualified to serve on our Board of Directors based on his extensive experience as a senior executive in the pharmaceutical industry, his drug development and regulatory affairs expertise, his research work for both medical and academic institutions, his public company experience, as well as his knowledge of our company based on his role as our President and Chief Executive Officer. Jeffrey Marrazzo has served as a member of our board of directors since May 2023. Previously, Mr. Marrazzo served as co-founder and Chief Executive Officer of Spark Therapeutics, Inc. from May 2013 to April 2022 and as a member of its Board of Directors from May 2013 to December 2019. In addition, Mr. Marrazzo launched and was Chief Business Officer of the U.S. division of Molecular Health, Inc. from 2011 to 2013. Mr. Marrazzo was part of the founding management of Generation Health from 2009 to 2011, up to and through the acquisition of a majority of the company’s shares by CVS Caremark. From 2008 to 2009, Mr. Marrazzo served as an employee and independent consultant to the business development and finance teams at Tengion Inc. and, from 2011 to 2013, Mr. Marrazzo served as an independent consultant to the Children’s Hospital of Philadelphia, or CHOP. Previously, Mr. Marrazzo served as healthcare advisor to former Pennsylvania Governor Edward G. Rendell and as an IBM management consultant to global pharmaceutical companies. Mr. Marrazzo holds a B.S.E. and B.A. in Systems Science and Engineering and Economics from the University of Pennsylvania and a dual M.B.A./M.P.A. from The Wharton School and Harvard University. We believe that Mr. Marrazzo is qualified to serve on our Board of Directors because of his extensive leadership experience in the life sciences industry.

  2. Directors Continuing in Office

    Directors Continuing in Office Thomas Cahill, M.D., Ph.D. has served as a member of our board of directors since November 2021. Dr. Cahill is the Founder and Managing Partner of Newpath Partners, a Boston based life science venture fund focused on therapeutic companies. Dr. Cahill is the founding investor and director of Chroma Medicine, Inc. Exo Therapeutics, Inc., Kisbee Therapeutics, Inc., Kojin Therapeutics, Inc., Magnet Biomedicine, Inc., Myeloid Therapeutics, Inc., Nvelop Therapeutics, Inc. and Resonance Medicine, Inc. Prior to Newpath Partners, Dr. Cahill served as an Advisor at Raptor Group Holdings, where he helped further establish and lead the life science and technology investment portfolio, from September 2016 to May 2018. Dr. Cahill received both his M.D. and Ph.D. from Duke University and his M.S. from Stanford University. We believe that Dr. Cahill is qualified to serve on our Board of Directors based on his experience in the medical and venture capital industries. Robert Nelsen has served as a member of our board of directors since September 2020 pursuant to ARCH’s right to appoint a representative to our board of directors under our Voting Agreement, dated as of September 26, 2019, in connection with our Series A preferred stock financing, which was amended and restated on April 20, 2021 in connection with our Series B preferred stock financing. Mr. Nelsen co-founded ARCH Venture Partners, L.P., a venture capital firm focused on early-stage technology companies, in 1986 and has served as a Managing Director of ARCH Venture Partners or its affiliated entities since 1994. Mr. Nelsen currently serves on the board of directors of Brii Biosciences Limited, Vir Biotechnology, Inc., Sana Biotechnology, Inc., Lyell Immunopharma, Inc. and Hua Medicine, Inc., each a public biotechnology company, and currently serves on the board of directors of a number of private companies. Mr. Nelsen previously served on the board of directors of a number of public biotechnology companies, including Revolution Healthcare Acquisition Corp. from 2021 to 2022, Denali Therapeutics Inc. from 2015 to 2022, Unity Biotechnology, Inc. from 2015 to December 2020, Agios Pharmaceuticals, Inc. from 2007 to June 2017, Syros Pharmaceuticals, Inc. from 2012 to June 2018, Juno Therapeutics, Inc. (acquired by Celgene Corporation in January 2018) from 2013 to March 2018, Sienna Biopharmaceuticals, Inc. from 2015 to September 2018 and Gossamer Bio, Inc. from 2017 to December 2018 (prior to its initial public offering). Mr. Nelsen received his M.B.A. from the University of Chicago and his B.S. from the University of Puget Sound in Economics and Biology. We believe that Mr. Nelsen is qualified to serve on our Board of Directors because of his extensive experience as a venture capitalist, building and serving boards of many public and private emerging companies, including multiple life sciences, biotechnology and pharmaceutical companies. Michael A. Kelly has served as a member of our board of directors since November 2021. Mr. Kelly is currently acting as Founder & President of Sentry Hill Partners, LLC, a global life sciences transformation and management consulting business founded by Mr. Kelly in January 2018. From February 2003 to December 2017, he was a senior executive of Amgen, Inc., a biotechnology company, where he most recently served as Senior Vice President, Global Business Services and Vice President & Chief Financial Officer, International Commercial Operations. He also serves on the boards of directors of: Amicus Therapeutics, Inc., a biotechnology company, which he joined in December 2020; DMC Global Inc., a composite materials and oil field products company, which he joined in July 2020; NeoGenomics Laboratories, Inc., a genetics testing company, which he joined in July 2020, and Chroma Medicine, Inc., a biotechnology company, which he joined in February 2023. Mr. Kelly previously served on the boards of directors of Aprea Therapeutics, Inc., a biotechnology company, from September 2020 to May 2022 and Hookipa Pharma Inc., a biopharmaceutical company, from February 2019 to April 2023. Mr. Kelly has also held positions at Tanox, Inc., Biogen, Inc., and Nutrasweet Kelco Company, a division of Monsanto Life Sciences. He also serves on the Council of Advisors and was the former audit committee chairman for Direct Relief, a humanitarian aid organization focused on health outcomes and disaster relief. Mr. Kelly received his B.Sc. in Business Administration from Florida A&M University, concentrating in Finance and Industrial Relations. We believe that Mr. Kelly is qualified to serve on our Board of Directors because of his extensive experience in managing and growing global healthcare and biotechnology companies. David Schenkein, M.D. has served as a member of our board of directors since September 2019 pursuant to GV’s right to appoint a representative to our board of directors under our Voting Agreement, dated as of September 26, 2019, in connection with our Series A preferred stock financing, which was amended and restated on April 20, 2021 in connection with our Series B preferred stock financing. Dr. Schenkein currently serves as a partner in GV, the venture capital investment arm of Alphabet Inc., which he joined in February 2019. Previously, Dr. Schenkein served as President and Chief Executive Officer of Agios Pharmaceuticals, Inc. from August 2009 to February 2019. From April 2006 to July 2009, Dr. Schenkein served as a Senior Vice President of Oncology Development at Genentech Inc. Dr. Schenkein currently serves on the board of directors of Agios Pharmaceuticals, Denali Therapeutics Inc. and Regeneron Pharmaceuticals, Inc. He is also on the boards of the private companies Leyden Laboratories B.V., Aera Therapeutics, Inc. and Treeline Biosciences, Inc. Previously, Dr. Schenkein served on the board of directors of bluebird bio, Inc. from 2013 to 2021. He also currently serves as an adjunct attending physician in hematology at Tufts Medical Center. Dr. Schenkein received his M.D. from the State University of New York Upstate Medical School and his B.A. in Chemistry from Wesleyan University. We believe that Dr. Schenkein is qualified to serve on our Board of Directors because of his extensive background in the biotechnology industry and leadership experience as a senior executive and director of biotechnology companies. We believe that all of our current Board members possess the professional and personal qualifications necessary for Board service and have highlighted particularly noteworthy attributes for each Board member in the individual biographies above.

  3. Director Compensation

    Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board during the fiscal year ended December 31, 2023. Other than as set forth in the table and described more above, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board during the fiscal year ended December 31, 2023. We reimburse non-employee members of our Board for reasonable travel and out-of-pocket expenses incurred in attending meetings of our Board and committees of our Board. Dr. Gottesdiener, who is our Chief Executive Officer, did not receive any additional compensation for his service as a director. The compensation received by Dr. Gottesdiener, as an NEO of the Company, is presented in the “2023 Summary Compensation Table” below.

  4. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) (1) | Option Awards ($) (2) | Total ($) | | Thomas Cahill, M.D., Ph.D. (3) | 52,500 | 399,460 | 451,960 | | Wendy Chung, M.D., Ph.D. (3) | 52,500 | 399,460 | 451,960 | | Kaye Foster (3) | 52,000 | 399,460 | 451,460 | | Michael Kelly (3) | 55,000 | 399,460 | 454,460 | | Jeffrey Marrazzo (4) | 30,199 | 912,281 | 942,480 | | Robert Nelsen (3) | 46,000 | 399,460 | 445,460 | | David Schenkein, M.D. (3) | 56,000 | 399,460 | 455,460 |

  5. Director Compensation

    (1)Amounts represent annual cash compensation earned for services rendered by independent members of our Board and the committees thereof during the fiscal year ended December 31, 2023. Mr. Marrazzo was appointed to our Board in May 2023 and received prorated cash retainers for his partial year of service. (2)Amounts reflect the aggregate grant date fair value of option awards granted during 2023 in accordance with our Non-employee Director Compensation Policy, described below, calculated in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation. Such grant date fair values do not take into account any estimated forfeitures. See Note 2 to our audited consolidated financial statements appearing in our 2023 Annual Report for assumptions underlying the valuation of equity awards. The amounts reported in this column reflect the accounting cost for these options and do not correspond to the actual economic value that may be received by our directors upon the exercise of the options or any sale of the underlying shares of common stock. (3)As part of the annual Board member grants, Dr. Cahill, Dr. Chung, Ms. Foster, Mr. Kelly, Mr. Nelson, and Dr. Schenkein received options to purchase 39,062 shares of our common stock. As of December 31, 2023, Dr. Cahill, Mr. Nelson, and Dr. Schenkein each held options to purchase an aggregate of 39,062 shares of common stock. As of December 31, 2023, Dr. Chung, Ms. Foster, and Mr. Kelly each held options to purchase an aggregate of 61,578 shares of common stock. (4)In connection with Mr. Marrazzo’s initial appointment to the Board of Directors, he received options to purchase 92,000 shares of our common stock. As of December 31, 2023, Mr. Marrazzo held options to purchase an aggregate of 92,000 shares of common stock.

  6. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy We have adopted a non-employee director compensation policy designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, our non-employee directors are eligible to receive annual cash retainers (which are payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below:

  7. Non-Employee Director Compensation Policy

    | Annual Retainer for Board of Directors | | | All non-employee members | $40,000 | | Additional Retainer for Audit Committee: | | | Chair | $15,000 | | Non-chair members | $7,500 | | Additional Retainer for Compensation Committee | | | Chair | $12,000 | | Non-chair members | $6,000 | | Additional Retainer for Nominating and Corporate Governance Committee | | | Chair | $10,000 | | Non-chair members | $5,000 |

  8. Non-Employee Director Compensation Policy

    In addition, our policy provides that, upon initial election or appointment to our Board, each new non-employee director will be granted a one-time grant of a non-statutory stock option to purchase shares of our common stock equivalent to $800,000 in value on the date of such director’s election or appointment to the Board (the “Initial Director Grant”). The Initial Director Grant will vest in substantially equal annual installments over three years, subject to the non-employee director’s continued services to the Company. On the date of each annual meeting of stockholders of the Company, each non-employee director who has served as a director for at least six months prior to the annual meeting and will continue as a non-employee director following such meeting will be granted an annual award of a non-statutory stock option to purchase shares of common stock equivalent to $400,000 in value (the “Annual Director Grant”). The Annual Director Grant will vest in full on the earlier of the one-year anniversary of the grant date or on the date of our next annual meeting of stockholders, subject to the non-employee director’s continued services to the Company. Such awards are subject to fully accelerated vesting upon the sale of the Company. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period will not exceed $1,600,000 in the first calendar year such individual becomes a non-employee director and $1,000,000 in any other calendar year. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof. Employee directors receive no additional compensation for their service as a director.

  9. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS In accordance with our third amended and restated certificate of incorporation and our amended and restated bylaws, our Board is divided into three staggered classes of directors, and each director is assigned to one of the three classes. At each annual meeting of the stockholders, one class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. Wendy Chung, M.D., Ph.D., Kaye Foster, Keith Gottesdiener, M.D., and Jeffrey Marrazzo are the Class II directors whose terms expire at the Annual Meeting. Each has been nominated for and has agreed to stand for re-election to our Board to serve as a Class II director of our Company for three years and until their successors are duly elected and qualified or until their earlier death, resignation or removal. To be elected, the directors nominated via Proposal 1 must receive a plurality of the votes properly cast on the election of directors, meaning that the four director nominees for Class II directors receiving the most votes will be elected. You may vote FOR all the nominees, FOR any one of the nominees, WITHHOLD your vote from all the nominees or WITHHOLD your vote from any one of the nominees. Withheld votes and broker non-votes will have no effect on the election of directors. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our Board of Directors may designate. The proposal for the election of directors relates solely to the election of Class II directors nominated by our Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THESE NOMINEES FOR CLASS II DIRECTOR, AND PROXIES SOLICITED BY OUR BOARD WILL BE VOTED IN FAVOR THEREOF, UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

  10. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the compensation provided to our NEOs for the fiscal years ended December 31, 2023 and 2022.

  11. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | | Keith Gottesdiener, M.D. (3) | 2023 | 625,000 | — | 4,343,859 | 393,750 | 40,462 | 5,403,071 | | President & Chief Executive Officer | 2022 | 542,340 | — | — | 360,592 | 21,112 | 924,044 | | Ann Lee, Ph.D. (4) | 2023 | 472,095 | — | 1,579,580 | 198,280 | 14,407 | 2,264,362 | | Chief Technical Officer | 2022 | 453,937 | — | — | 217,890 | 275,452 | 947,279 | | Jeremy Duffield, M.D., Ph.D., FRCP (5) | 2023 | 465,005 | — | 1,579,580 | 195,300 | 20,345 | 2,260,230 | | Chief Scientific Officer | 2022 | 447,120 | — | — | 414,618 | 10,219 | 871,957 |

  12. 2023 Summary Compensation Table

    (1)Amounts reflect the aggregate grant date fair value of option awards granted during the applicable year calculated in accordance with the provisions of FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. See Note 2 to our audited consolidated financial statements appearing in our 2023 Annual Report for assumptions underlying the valuation of equity awards. The amounts reported in this column reflect the accounting cost for these options and do not correspond to the actual economic value that may be received by our NEOs upon the exercise of the options or any sale of the underlying shares of common stock. (2)The amounts reflect the annual cash incentive compensation earned by our NEOs based on our achievement of certain corporate performance goals. (3)Consists of $18,854 in reimbursements for commuting expenses incurred by Dr. Gottesdiener for travel to and from New York, New York to our corporate headquarters in Cambridge, Massachusetts, and a $15,563 for matching contributions under our 401(k) plan. (4)Consists of $14,047 for matching contributions under our 401(k) plan. (5)Dr. Duffield was not an NEO for 2022. (6)Consists of $19,050 for matching contributions under our 401(k) plan.

  13. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table lists all outstanding equity awards held by our NEOs as of December 31, 2023. Equity awards granted prior to our initial public offering were under our 2019 Stock Option and Grant Plan (as amended from time to time, the “2019 Plan”) and equity awards granted following our initial public offering were under our 2022 Plan.

  14. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | | Options | | | | | Stock Awards | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Option (#) Exercisable | Number of Securities Underlying Unexercised Option (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Keith Gottesdiener, M.D. | 03/31/2023(2) | 03/31/2023 | 93,325 | 404,413 | | 12.30 | 03/31/2033 | | | | | | | 10/27/2021(2) | 10/27/2021 | 130,677 | 110,573 | | 3.67 | 10/27/2031 | | | | | | | 03/04/2021(3) | | | | | | | | | 64,333 | 569,990 | | | 07/28/2020(4) | 06/20/2020 | | | | | | 506,538 | 4,487,927 | | | | | 07/28/2020(3) | | | | | | | | | 231,560 | 2,051,622 | | Ann Lee, Ph.D. | 03/31/2023(5) | 03/31/2023 | 33,936 | 147,059 | | 12.30 | 03/31/2033 | | | | | | | 10/27/2021(5) | 10/04/2021 | 261,354 | 221,147 | | 3.67 | 10/27/2031 | | | | | | | 10/27/2021(6) | | 80,416 | | 160,832 | 3.67 | 10/27/2031 | | | | | | Jeremy Duffield, M.D., Ph.D., FRCP | 03/31/2023(5) | 03/31/2023 | 33,936 | 147,059 | | 12.30 | 03/31/2023 | | | | | | | 10/27/2021(5) | 10/27/2021 | 8,711 | 7,372 | | 3.67 | 10/27/2031 | | | | | | | 01/16/2021(7) | 01/04/2021 | | | | | | 209,085 | 1,852,493 | | | | | 01/16/2021(8) | | | | | | | | | 64,333 | 569,990 |

  15. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    (1)Assumes a market value of $8.86 per share, based on the closing share price as of December 29, 2023, the last trading day of 2023. (2)The shares underlying these options vest in equal monthly installments over 48 months commencing on the vesting commencement date, subject to Dr. Gottesdiener’s continuous service relationship with the Company through each applicable vesting date. In the event of a termination of Dr. Gottesdiener’s employment by the Company without Cause or by Dr. Gottesdiener for Good Reason (such terms as defined in Dr. Gottesdiener’s offer letter), in either case during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. (3)The underlying shares vest upon achievement of the following pre-determined milestones: one-third of the shares vest upon achievement of proof of concept in lead indication, one-third vest upon acceptance of an Investigational New Drug application (“IND”), and the remaining one-third vest upon the consummation of the Company’s initial public offering. One-third of such shares vested upon achievement of proof concept in lead indication in May 2022, and one-third of such shares vested upon the completion of the Company’s initial public offering in October 2022. 100 percent of the unvested underlying shares will immediately vest upon a Sale Event (as defined in the 2019 Plan) if (i) a Sale Event occurs prior to the date the Board determines in good faith that the milestones are achieved, (ii) the per share proceeds distributable to the holders of preferred stock of the Company upon the consummation of such Sale Event is at least equal to the original issue price of the Company’s most recently completed preferred stock financing and (iii) Dr. Gottesdiener continues to have a service relationship with the Company at such time. (4)The restricted shares vest as follows: 25 percent vest on the 1-year anniversary of the vesting commencement date, and 1/48th of the shares vest on a monthly basis thereafter, in each case subject to Dr. Gottesdiener’s continuous service relationship with the Company through each applicable vesting date. In the event of a termination by the Company without Cause or by Dr. Gottesdiener for Good Reason (such terms as defined in Dr. Gottesdiener’s offer letter), in either case within 3 months prior to or 12 months after a Sale Event (as defined in the 2019 Plan), all unvested shares will immediately vest as of the date of such termination event or Sale Event, as applicable. In addition, if upon a Sale Event, Dr. Gottesdiener is offered substantially equivalent employment terms by the successor and he remains employed by the Company or its successor for up to 6 months, all unvested shares will vest upon the 6-month anniversary of the Sale Event. (5)The shares underlying these options vest as follows: 25 percent vest on the 1-year anniversary of the vesting commencement date, and 1/48th of the shares vest on a monthly basis thereafter, in each case subject to Dr. Lee’s and Dr. Duffield’s continuous service relationship with the Company through each applicable vesting date. In the event of a termination by the Company without Cause or by each NEO for Good Reason (such terms as defined in Dr. Lee’s and Dr. Duffield’s respective amended and restated employment agreement), in either case on or within 12 months after a Sale Event (as defined in the 2019 Plan and the 2022 Plan, as applicable), all unvested options will immediately vest as of the date of such termination event. (6)The shares underlying these options vest upon achievement of the following milestones: one-third vests upon the consummation of the Company’s initial public offering, one-third vests upon IND acceptance, and the remaining one-third vests upon the achievement of a performance milestone requiring the building of a chemistry facility, initiation of pegRNA piloting operations and production of a good laboratory practice toxicology lot suitable for in vivo non-human primate studies. One-third of such options vested upon the completion of the Company’s initial public offering in October 2022. (7)The restricted shares vest as follows: 25 percent vest on the 1-year anniversary of the vesting commencement date, and 1/48th of the shares vest on a monthly basis thereafter, in each case subject to Dr. Duffield’s continuous service relationship with the Company through each applicable vesting date. In the event of a termination by the Company without Cause or by Dr. Duffield for Good Reason (such terms as defined in Dr. Duffield’s amended and restated employment agreement), in either case on or within 12 months after a Sale Event (as defined in the 2019 Plan), all unvested shares will immediately vest as of the date of such termination event. (8)The underlying shares vest, or have vested, upon achievement of the following pre-determined milestones: one-third of the shares vest upon achievement of proof of concept in lead indication, one-third vest upon acceptance of an IND application, and the remaining one-third vest upon the consummation of the Company’s initial public offering. One-third of such shares vested upon achievement of proof concept in lead indication in May 2022, and one-third of such shares vested upon the completion of the Company’s initial public offering in October 2022.