DEF 14A of C4 Therapeutics, Inc., Apr 29, 2025

DEF 14A of C4 Therapeutics, Inc.

Filed Apr 29, 2025 · FY20240001628280-25-020466

Open on EDGAR

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

    PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS Our Board of Directors currently consists of ten 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 of stockholders to be held in 2027; •The Class II directors are Ronald Harold Wilfred Cooper, Bruce Downey, Donna Grogan, M.D., and Steven Hoerter, and their term will expire at the Annual Meeting; and •The Class III directors are Andrew J. Hirsch, Utpal Koppikar, and Stephen Fawell, 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. On April 10, 2025, Mr. Downey notified the Board of Directors of his decision not to stand for reelection at the Annual Meeting. Mr. Downey’s decision not to stand for reelection does not arise from any disagreement on any matter relating to our strategy, operations, policies or practices. Mr. Downey will cease to serve as a director on June 18, 2025. The Board of Directors has determined that it will not nominate a replacement director for election at the Annual Meeting. 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 Ronald Harold Wilfred Cooper, Donna Grogan, M.D., and Steven Hoerter for election as the Class II 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 II Directors

    Nominees for Election as Class II Directors The following table identifies our Class II directors and sets forth their principal occupations and business experience during the last five years and their ages as of April 22, 2025:

  3. Nominees for Election as Class II Directors

    | Name | Positions and Offices Held with C4 Therapeutics | Director Since | Class and Year in Which Term Will Expire | Age | | Ronald Harold Wilfred Cooper | Chairman of the Board of Directors | 2024 | Class II—2025 | 62 | | Donna Grogan, M.D. | Director | 2022 | Class II—2025 | 68 | | Steven Hoerter | Director | 2024 | Class II—2025 | 54 |

  4. Nominees for Election as Class II Directors

    Ronald Harold Wilfred Cooper has served as our director and as Chairman of our Board of Directors since June 2024. Since July 2024, Mr. Cooper has served as Chief Executive Officer and director of enGene Holdings, Inc. From June 2015 to March 2023, Mr. Cooper served as President, Chief Executive Officer, and director of Albireo Pharma, Inc. (until its acquisition by Ipsen, S.A.), a global biopharmaceutical company focused on pediatric and adult cholestatic liver diseases. Earlier in his career, from 1985 to 2014, Mr. Cooper held roles of increasing responsibility at Bristol Myers Squibb Company, most recently serving as President, Europe. Since March 2021, Mr. Cooper has served as a member of the board of directors of Generation Bio Co., a biotechnology company focused on gene therapies for rare and prevalent diseases. From June 2016 to April 2021, Mr. Cooper also served as a member of the board of directors of Genocea Biosciences, a biopharmaceutical company developing next-generation neoantigen immunotherapies. Mr. Cooper earned his Bachelor’s degree in Chemistry and Business Administration from St. Francis Xavier University in Canada. We believe that Mr. Cooper is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his extensive global pharmaceutical industry 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, S.A. 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 the 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. Steven Hoerter has served as our director since November 2024. Most recently, Mr. Hoerter served as President and Chief Executive Officer of Deciphera Pharmaceuticals, Inc, a global biopharmaceutical company, from March 2019 to October 2024, when it was acquired by Ono Pharmaceutical Co., Ltd. Mr. Hoerter also served as a director of Deciphera Pharmaceuticals, Inc., from May 2018 to October 2024. From February 2016 to March 2019, Mr. Hoerter served as Chief Commercial Officer of Agios Pharmaceuticals, Inc. Earlier in his career, Mr. Hoerter served as Chief Commercial Officer of Clovis Oncology from March 2015 to January 2016, and held roles of increasing responsibility at F. Hoffman-La Roche, AG, Genentech, Inc. (acquired by Roche), Chiron Corporation (acquired by Novartis AG) and Eli Lilly and Company. Mr. Hoerter currently serves on the board of directors of MBX Biosciences, Inc., a clinical-stage company focused on the development of peptide-based therapeutics for endocrine and obesity indications, since April 2025; Oric Pharmaceuticals, Inc., a clinical stage oncology company, since August 2021; and has previously served on the boards of directors of Constellation Pharmaceuticals, Inc. (acquired by MorphoSys) from September 2018 to July 2021, and Ignyta, Inc. (acquired by Roche) from December 2016 to February 2018. Mr. Hoerter received his B.A. from Bucknell University, M.B.A. from Tilburg University, and M.S. in management from Purdue University. We believe that Mr. Hoerter is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his commercial-stage pharmaceutical industry experience.

  5. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our Class I and Class III directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 22, 2025:

  6. Directors Continuing in Office

    | Name | Positions and Offices Held with C4 Therapeutics | Director Since | Class and Year in Which Term Will Expire | Age | | Andrew J. Hirsch | Director and Chief Executive Officer | 2020 | Class III—2026 | 54 | | Utpal Koppikar | Director | 2022 | Class III—2026 | 54 | | Stephen Fawell, Ph.D. | Director | 2024 | Class III—2026 | 65 | | Kenneth C. Anderson, M.D. | Director | 2015 | Class I—2027 | 73 | | Laura Bessen, M.D. | Director | 2022 | Class I—2027 | 62 | | Owen Hughes | Director | 2023 | Class I—2027 | 50 |

  7. Directors Continuing in Office

    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 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., 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. Stephen Fawell, Ph.D. has served as our director since September 2024. Dr. Fawell served as Vice President, Head of Oncology at AstraZeneca, plc, from March 2013 to June 2024. Prior to AstraZeneca, Dr. Fawell served as Vice President, Worldwide Franchise Discovery Head, Oncology, at Merck & Co., Inc., or Merck, from May 2010 to October 2012. Prior to Merck, Dr. Fawell held roles of increasing responsibility at Novartis AG and Biogen, Inc. from 1990 to 2010. Dr. Fawell holds a B.S. in applied biology from the University of Bradford and a Ph.D. in biochemistry from the University of Leeds. We believe that Dr. Fawell is qualified to serve on our Board because of his experience, qualifications, attributes and skills, including his global pharmaceutical industry experience. 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.

  8. Directors Continuing in Office

    Owen Hughes has served as a director since November 2023. Mr. Hughes currently serves as Chief Executive Officer of Xoma Royalty Corp, 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 of Sail Bio, Inc., a privately held biotechnology company focused on addressing toxic proteinopathies, from February 2022 to February 2024. Prior to Sail Bio, 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. In addition, Mr. Hughes served on the board of directors of Sail Bio, as Executive Chairman from February 2022 to February 2024; 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.

  9. Policy on the Timing of Awards of Options and Other Option-Like Instruments

    Policy on the Timing of Awards of Options and Other Option-Like Instruments Our OLCC has generally granted annual equity awards, including stock option grants to our named executive officers, in the first quarter of each fiscal year, specifically mid-February. In addition, new hires receive stock option grants at the time of their hiring. Eligible employees, including our named executive officers, may voluntarily enroll in our Employee Stock Purchase Plan and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior six months, with purchase dates occurring in July and January. During 2024, our OLCC did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, we did not grant stock options to our named executive officers during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information.

  10. 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, 2024. During the fiscal year ended December 31, 2024, 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 2024 is set forth under “Executive Compensation – 2024 Summary Compensation Table” below.

  11. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) (9) | Total ($) | | Kenneth C. Anderson, M.D. | $45,000 | $131,625 | $176,625 | | Laura Bessen, M.D. | 49,000 | 131,625 | $180,625 | | Ronald Harold Wilfred Cooper | 43,299(3) | 302,900(8) | $346,199 | | Bruce Downey | 69,563 | 131,625 | $201,188 | | Glenn Dubin(4) | 18,300 | — | $18,300 | | Stephen Fawell Ph.D. | 15,375(5) | 417,950(8) | $433,325 | | Donna Grogan, M.D. | 55,000 | 131,625 | $186,625 | | Stephen Hoerter | 4,667(6) | 269,750(8) | $274,417 | | Owen P. Hughes Jr. | 47,500 | 131,625 | $179,125 | | Utpal Koppikar | 60,000 | 131,625 | $191,625 | | Malcolm Salter(7) | 36,538 | — | $36,538 |

  12. 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, 2024, 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 8,806 shares in lieu of $45,000 in fees, Mr. Dubin was issued 2,870 shares in lieu of $18,300 in fees, and Dr. Grogan was issued 10,764 shares in lieu of $55,000 in fees. (2)Amounts reflect the aggregate grant date fair value of option awards granted during the 2024 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 2024 Annual Report for assumptions underlying the valuation of equity awards. (3)Mr. Cooper joined the Board of Directors in June 2024 and the annual retainer earned has been pro-rated accordingly. Mr. Cooper was appointed Chairman of the Board of Directors in June 2024 and chairperson of the NCGC in August 2024 and, as a result, we provided additional retainer compensation on a pro-rated basis. (4)Mr. Dubin resigned from the Board of Directors in June 2024. As of December 31, 2024, Mr. Dubin did not have any option awards outstanding. (5)Dr. Fawell joined the Board of Directors and the STC in August 2024 and the annual retainers earned for these roles were pro-rated accordingly. (6)Mr. Hoerter joined the Board of Directors in November 2024 and the annual retainer earned has been pro-rated accordingly. (7)Mr. Salter retired from the Board of Directors in August 2024. As of December 31, 2024, Mr. Salter did not have any option awards outstanding. (8)These stock options were granted under our Non-employee Director Compensation Policy in connection with the initial appointment of Mr. Cooper, Dr. Fawell, and Mr. Hoerter to the Board of Directors. All other stock option awards granted to members of the Board of Directors in 2024 were annual awards under our Non-employee Director Compensation Policy. (9)The following table provides information regarding the aggregate number of option awards granted to our non-employee directors that were outstanding as of December 31, 2024. Messrs. Dubin and Salter, who retired from the Board of Directors in June 2024 and August 2024, respectively, did not have any option awards outstanding as of December 31, 2024:

  13. DIRECTOR COMPENSATION

    | Name | Options Outstanding (#) | | Kenneth C. Anderson, M.D. | 125,246 | | Laura Bessen, M.D. | 99,700 | | Ronald Harold Wilfred Cooper | 65,000 | | Bruce Downey | 131,847 | | Stephen Fawell Ph.D. | 65,000 | | Donna Grogan, M.D. | 99,700 | | Stephen Hoerter | 65,000 | | Owen P. Hughes Jr. | 84,500 | | Utpal Koppikar | 99,700 |

  14. 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:

  15. Non-employee Director Compensation Policy

    | | Annual Retainer (as of March 2025) | Annual Retainer (as of March 2024) | | Board of Directors: | | | | All non-employee members | $40,000 | $40,000 | | Additional retainer for Chairman of the Board | 30,000 | 30,000 | | Additional retainer for Lead Independent Director | 25,000 | 25,000 | | Audit Committee: | | | | Chair | 15,000 | 15,000 | | Non-chairman members | 7,500 | 7,500 | | Organization, Leadership and Compensation Committee: | | | | Chair | 12,000 | 10,000 | | Non-chairman members | 6,000 | 5,000 | | Science and Technology Committee | | | | Chair | 12,000 | 10,000 | | Non-chairman members | 6,000 | 5,000 | | Nominating and Corporate Governance Committee: | | | | Chair | 10,000 | 8,000 | | Non-chairman members | 5,000 | 6,000 |

  16. 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 current Non-employee Director Compensation Policy, each non-employee director, upon the director’s initial election to our Board of Directors, receives an option to purchase 71,000 shares of our common stock (65,000 shares of common stock during 2024). 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 35,500 shares of common stock (32,500 shares of common stock during 2024) 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. Our Board of Directors periodically reviews and, as needed, updates our Non-employee Director Compensation Policy and did so most recently in March 2025. 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.

  17. 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:

  18. 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 | | | ❖ |

  19. 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, 77% of our CEO’s 2024 compensation and 62% of our other NEOs’ 2024 compensation was considered to be “at risk.”

  20. 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 | | Executive Compensation Recovery | ❖ | Our executive compensation recovery policy provides for the recovery of erroneously paid compensation to executive officers in the event the Company must make a material financial restatement due to material noncompliance with any financial reporting requirements |

  21. “Say on Pay” Vote on Executive Compensation

    “Say on Pay” Vote on Executive Compensation At the 2024 annual meeting of stockholders, we held a non-binding, advisory vote on the compensation of our NEOs, often referred to as a Say-on-Pay vote, which received over 74% support from our stockholders, and the results of which were considered by our Board of Directors and OLCC, together with feedback received throughout the year, when making compensation decisions regarding the compensation of our executive officers. During 2024, we had regular dialogue regarding a variety of matters with our top thirty institutional stockholders, who collectively hold approximately seventy-five percent (75%) of total shares of our outstanding common stock. Based on feedback we received from certain of our stockholders and institutional stockholder advisory firms, in October 2024, our Board of Directors approved an amendment to our 2020 Stock Option and Incentive Plan, or the 2020 Plan, to remove the Company’s ability to implement a repricing of outstanding stock options in the future absent the prior receipt of stockholder approval. We will continue to have regular contact and dialogue with our stockholders, and, following the Annual Meeting, our Board of Directors and OLCC will consider the results of this Say-on-Pay vote, which is included as Proposal No. 2 on this Proxy Statement, together with feedback received from our stockholders throughout the year, when making compensation decisions in the future because we value the opinions of our stockholders.

  22. Role of Our Independent Compensation Consultant

    Role of Our Independent Compensation Consultant During 2024, 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.

  23. Peer Group

    Peer Group With the assistance of Pearl Meyer, in the fall of 2023, 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 $100 million and $600 million •Headcount: greater than 50 employees •Last 12 Months Operating Expense: between $50 million and $500 million •Location: in a major biotechnology geographic center such as Massachusetts or California •IPO: prior to January 1, 2022, where possible In September 2023, the OLCC approved the following peer group, which was used for purposes of 2024 executive compensation decision-making:

  24. Peer Group

    | Adaptimmune Therapeutics plc | Adicet Bio, Inc. | AlloVir, Inc. | | Arvinas, Inc. | BioAtla, Inc. | Cullinan Therapeutics, Inc. | | Editas Medicine, Inc. | Foghorn Therapeutics Inc. | IGM Biosciences, Inc. | | Kinnate Biopharma Inc. | Kymera Therapeutics, Inc. | Lyell Immunopharma, Inc. | | Monte Rosa Therapeutics, Inc. | Nkarta, Inc. | Nurix Therapeutics, Inc. | | PMV Pharmaceuticals, Inc. | Poseida Therapeutics, Inc. | Prelude Therapeutics Incorporated | | Sutro Biopharma, Inc. | Tango Therapeutics, Inc. | |

  25. 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 2024, the amount of the annual incentive cash award paid to each of our NEOs was determined solely on the level of performance against our 2024 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 2024, our NEOs had the following annual cash incentive opportunities:

  26. Annual Incentive Plan Cash Awards

    | Named Executive Officer | Target Annual Cash Incentive Opportunity (as % of Current Base Salary) | | Andrew J. Hirsch | 55% | | Kendra R. Adams | 40% | | Leonard Reyno, M.D. | 40% |

  27. Annual Incentive Plan Cash Awards

    Performance Criteria Our 2024 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 2024 corporate objectives and their respective weightings were as follows:

  28. Annual Incentive Plan Cash Awards

    | Corporate Objective | Weighting | | Advance and accelerate clinical programs to begin to characterize drug safety, proof of mechanism and initial measures of efficacy | 55% | | Continue to advance pre-development candidate pipeline and execute on partnered pipeline | 30% | | Operationalize the new structure to position the company for success | 15% |

  29. Annual Incentive Plan Cash Awards

    Earned Awards Our achievement of our 2024 corporate objectives drove strong corporate performance in 2024 and, as a result, the OLCC determined that our corporate goals were achieved at 110% of target in 2024. Specifically, in evaluating overall corporate performance in 2024, 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, which include areas of achievement against items that exceeded our 2024 corporate goals:

  30. Annual Incentive Plan Cash Awards

    | Strong Execution Across Three Clinical Programs: (55% Weighting) | Advanced Our Discovery Pipeline and Research Platform: (30% Weighting) | Positioned Company for Success: (15% Weighting) | | Highlights of 2024 Corporate Goals Achievement: | | | | •Advanced development of our lead program, cemsidomide, an IZKF1/3 degrader, and presented updated Phase 1 clinical data demonstrating cemsidomide's potential to be developed as a backbone therapy of choice in both multiple myeloma and non-Hodgkin's lymphoma | •Advanced our undisclosed internal discovery programs to key milestones | •Completed a $25M equity investment by Betta Investment (Hong Kong) Limited | | •Progressed the Phase 1 trial for CFT1946, a BRAF V600 mutant degrader, and presented initial Phase 1 data demonstrating proof-of-mechanism | •Delivered two development candidates to Biogen, resulting in the receipt of a total of $16M in milestone payments | •Executed a corporate restructuring and aligned spending to extend runway | | •Initiated the Phase 1 clinical trial of CFT8919, an EGFR L8585R degrader, in Greater China with our partner Betta Pharma | | | | Areas of Achievement Beyond 2024 Corporate Goals: | | | | •Planned and enrolled CFT1946 melanoma expansion cohorts | •Entered into a license and collaboration agreement with MKDG, bringing in $16M in upfront payments with the potential for downstream economics | •Received two culture-focused awards - the Boston Globe’s Top Places to Work and BostInno Fire Award | | | | •Continued to evolve our Board of Directors to support the needs of our company by adding three new directors who bring additional expertise in drug discovery, commercialization and life cycle management |

  31. Annual Incentive Plan Cash Awards

    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 2024 were as follows:

  32. Annual Incentive Plan Cash Awards

    | Named Executive Officer | Target Annual Incentive | Percent Achieved | 2024 Earned Annual Incentive | | Andrew J. Hirsch | $365,750 | 110% | $402,325 | | Kendra R. Adams | $194,000 | 110% | $213,400 | | Leonard Reyno, M.D. | $228,800 | 110% | $251,680 |

  33. 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 2024, as part of our annual process to review and approve executive compensation matters, we granted our NEOs 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 restricted stock units, or 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 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. 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 2024, which included annual stock option and time-based RSU awards. Each RSU represents the contingent right to receive one share of our common stock upon vesting and settlement of each RSU.

  34. Long-Term Incentive Compensation

    | | RSUs (1) | | Stock Options (2) | | | Named Executive Officer | (#) | ($) | (#) | ($) | | Andrew J. Hirsch | 103,400 | 755,854 | 465,000 | 3,402,805 | | Kendra R. Adams | 36,700 | 268,277 | 165,300 | 1,208,343 | | Leonard Reyno, M.D. | 36,700 | 268,277 | 165,300 | 1,208,343 |

  35. Long-Term Incentive Compensation

    (1)The RSUs, which were granted as annual equity awards, are time-based and will vest in equal annual installments over four years beginning on the first anniversary of the grant date. (2)The stock options, which were granted annual equity awards, vest in equal quarterly installments over four years. Stock Option Repricing On March 7, 2024, following review and discussion with our Board, which had delegated authority to the OLCC to finalize and approve the parameters of a stock option repricing program, our OLCC approved and implemented a stock option repricing, or the Repricing, in accordance with the provisions of our 2020 Plan, as then in effect. The OLCC viewed the Repricing as prudent as it was designed to have retentive and motivational benefits without the need to incur the stock dilution that would have resulted from significant additional equity grants or the significant expense that would have resulted from the provision of additional cash compensation to our employees. More specifically, the Repricing provided that if, prior to March 7, 2025, the option holder either (i) resigned from employment with us (except by reason of death or disability), or we terminated the option holder’s employment for cause; or (ii) elected to exercise the repriced options, the exercise price for repriced options would revert to the original exercise price. The OLCC viewed this requirement as a valuable component of the Repricing as it was designed to serve as an additional incentive to retain and motivate the holders of the repriced options to continue to work in the best interests of the Company and its stockholders. Prior to approving the Repricing, the OLCC held a number of meetings and considered the advice of and market data provided by its independent compensation consultant, Pearl Meyer. During this process, the OLCC also gave careful consideration of various alternative ways to retain and motivate the Company’s employees. Under the parameters approved by the OLCC for the Repricing: •The Repricing applied generally to stock options granted under the 2020 Plan and held by then-current employees of the Company with exercise prices per share of greater than $22.00 •Stock options held by members of our Senior Leadership Team (other than Mr. Hirsch, who was not eligible to participate in the Repricing) were repriced to $19 per share, the price per share of our initial public offering in October 2020 •Stock options held by all of our other employees were repriced to $11.88 per share, the 52-week high trading price for our common stock on the Nasdaq Global Select Market as of March 7, 2024, the effective date of the Repricing •In order to provide a retentive benefit to the Company, the exercise price for repriced options would revert to the original exercise price if, prior to March 7, 2025, the option holder either (i) resigned from employment with us (except by reason of death or disability), or we terminated the option holder’s employment for cause; or (ii) elected to exercise the repriced options •The repriced options otherwise remained on their existing terms and conditions as set forth in the 2020 Plan and applicable award agreements Stock options held by our Chief Executive Officer, Mr. Hirsch, and members of our Board of Directors were not eligible for inclusion in the Repricing. Ms. Adams was our only named executive officer whose options were subject to the Repricing. In October 2024, after receiving feedback from certain of our stockholders and institutional advisory firms, our Board of Directors approved an amendment to the 2020 Plan to remove the Company’s ability to implement a stock option repricing in the future absent the prior receipt of stockholder approval.

  36. 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 all of 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, with the exception of Dr. Reyno, who is not subject to a post-termination non-competition covenant under the terms of his employment agreement due to his status as a California resident.

  37. 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.

  38. 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 provide 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.

  39. 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:

  40. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Andrew J. Hirsch | 2024 | $665,000 | $— | $755,854 | $3,402,805 | $402,325 | $13,800 | $5,239,784 | | President & Chief Executive Officer | 2023 | 639,000 | — | 470,832 | 2,333,189 | 333,878 | 13,200 | 3,790,099 | | Kendra R. Adams | 2024 | 485,000 | — | 268,277 | 1,217,997(7) | 213,400 | 12,815 | 2,197,489 | | Chief Financial Officer | 2023 | 404,553(5) | — | 138,800 | 488,956 | 171,000 | 7,289 | 1,210,598 | | Leonard Reyno, M.D. | 2024 | 572,000 | — | 268,277 | 1,208,343 | 251,680 | 13,800 | 2,314,100 | | Chief Medical Officer | 2023 | 262,660(6) | 268,415 | 214,550 | 709,596 | 209,000 | 10,506 | 1,674,727 |

  41. 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. (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 information regarding assumptions underlying the valuation of option awards, see Notes 2 and 11 to our audited consolidated financial statements appearing in our 2024 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, 2024, and 2023, which were paid in February 2025, and 2024, 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 2024 Annual Report. (5)Ms. Adams was appointed to the position of Chief Financial Officer in September 2023 and provided with a base salary of $450,000, pro-rated based on the date on which she commenced that role. The base salary Ms. Adams actually received in 2023 of $404,553 reflects the pro-ration of her rates of salary based on the time she served as our Chief Financial Officer and as our Senior Vice President, Communications and Investor Relations during the year. (6)Dr. Reyno joined the Company in July 2023 and his 2023 base salary was pro-rated accordingly. (7)Includes $9,654 in fair value ascribed in 2024 to stock options that had been granted to Ms. Adams in 2022 as a result of the March 2024 Repricing, which resulted in Ms. Adams’ 2022 stock option award being repriced from an original exercise price of $22.71 per share to $19.00 per share.

  42. 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, 2024:

  43. 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 J. Hirsch | 10/01/20 | 10/01/20 | 1,691,672 | — | $19.00 | 09/30/30 | | | | | | | 02/23/22 | 02/23/22 | | | | | | | 35,000(4) | $126,000 | | | 02/15/23 | 02/15/23 | 160,650 | 206,550(5) | $5.77 | 02/14/33 | 61,200(6) | $220,320 | | | | | 09/18/23 | 09/18/23 | — | 489,600(7) | $2.15 | 09/17/33 | | | | | | | 02/14/24 | 02/14/24 | 87,281 | 378,219(5) | $7.31 | 02/13/34 | 103,400(6) | $372,240 | | | | Kendra R. Adams | 11/09/20 | 11/09/20 | 76,500 | — | $19.00 | 11/08/30 | | | | | | | 02/14/22 | 02/14/22 | 30,937 | 14,063(5) | $19.00(9) | 02/13/32 | | | 10,500(4) | $37,800 | | | 02/13/23 | 02/13/23 | 32,812 | 42,188(5) | $5.67 | 02/12/33 | 11,250(6) | $40,500 | | | | | 09/18/23 | 09/18/23 | 34,687 | 76,313(8) | $2.15 | 09/17/33 | 18,750(6) | $67,500 | | | | | 02/14/24 | 02/14/24 | 30,993 | 134,307(5) | $7.31 | 02/13/34 | 36,700(6) | $132,120 | | | | Leonard Reyno, M.D. | 07/10/23 | 07/10/23 | 86,250 | 189,750(8) | $3.50 | 07/09/33 | 45,975(6) | $165,510 | | | | | 02/14/24 | 02/14/24 | 30,993 | 134,307(5) | $7.31 | 02/13/34 | 36,700(6) | $132,120 | | |

  44. 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 $3.60 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2024, the last trading day of the year. (3)These amounts represent the number of performance-based RSUs granted to each of Mr. Hirsch and Ms. Adams that will vest if certain performance conditions are met. As of February 28, 2025, these performance-based RSUs expired and were forfeited without additional vesting. (4)Amount shown consists 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. As of February 28, 2025, these performance-based RSUs expired and were forfeited without additional vesting. (5)This award vests in 16 equal quarterly installments starting on the three-month anniversary of the vesting commencement date, subject to the recipient’s continued service relationship with us on each vesting date. (6)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. (7)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. (8)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 the recipient’s continued service relationship with us on each vesting date. (9)The option exercise price for this award was repriced from $22.71 to $19.00 in March 2024.

  45. 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.

  46. 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) | | 2024 | $5,239,784 | $867,532 | $2,255,795 | $858,463 | $10.87 | $(105,316) | | 2023 | 3,790,099 | 4,311,539 | 1,604,322 | 1,945,825 | 17.05 | (132,493) | | 2022 | 2,595,395 | (21,606,202) | 3,509,439 | (2,156,954) | 17.81 | (128,175) |

  47. Pay Versus Performance

    (1)The PEO for each of the periods presented is Mr. Hirsch. The Non-PEO NEOs for 2024 were Dr, Reyno and Ms. Adams, for 2023 were Dr. Reyno and Stewart Fisher, Ph.D., our then-Chief Scientific Officer, and for 2022 were Dr. Scott Boyle, our Chief Business 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):

  48. Pay Versus Performance

    | | 2024 | | 2023 | | 2022 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $5,239,784 | $2,255,795 | $3,790,099 | $1,604,322 | $2,595,395 | $3,509,439 | | Adjustments for Equity Awards | | | | | | | | Adjustments for grant date fair values of equity awards granted in the current year | (4,158,659) | (1,481,447) | (2,804,021) | (891,745) | (1,624,400) | (2,844,379) | | Year-end fair value of unvested equity awards granted in the current year | 1,208,104 | 428,267 | 4,110,779 | 1,362,669 | 284,900 | 356,546 | | Year-over-year difference of year-end fair values for unvested equity awards granted in prior years | (1,732,748) | (412,318) | (198,377) | (34,088) | (18,018,970) | (2,349,947) | | Fair values at vest date for equity awards granted and vested in current year | 308,683 | 109,509 | 106,718 | 17,814 | 158,875 | 104,252 | | Difference in fair values between prior year-end fair values and vest date fair values for equity awards granted in prior years | 2,368 | (41,343) | (693,659) | (113,147) | (5,002,002) | (932,865) | | Total Adjustments for Equity Awards | (4,372,252) | (1,397,332) | 521,440 | 341,503 | (24,201,597) | (5,666,393) | | Compensation Actually Paid (as calculated) | $867,532 | $858,463 | $4,311,539 | $1,945,825 | $(21,606,202) | $(2,156,954) |

  49. Pay Versus Performance

    (3)Shareholder return provides the value of common stock as of December 31, 2024, December 31, 2023, and December 31, 2022 assuming $100 was invested in our common stock after the market closed on December 31, 2020.

  50. 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

  51. Stock Option Grants to Directors and Executive Officers

    Stock Option Grants to Directors and Executive Officers As of December 31, 2024, we have granted stock options to our directors and executive officers and both performance-based and time-based restricted stock units to our executive officers, as more fully described in the section titled “Executive Compensation” found elsewhere in this proxy statement.