DEF 14A of Spyre Therapeutics, Inc., Apr 1, 2024

DEF 14A of Spyre Therapeutics, Inc.

Filed Apr 1, 2024 · FY20230001636282-24-000021

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS In accordance with our Certificate of Incorporation and Bylaws, the Board has fixed the number of directors constituting the Board at eight. At the Annual Meeting, the stockholders will vote to elect the two Class II director nominees named in this Proxy Statement to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier resignation or removal. Our Board has nominated Jeffrey W. Albers and Tomas Kiselak for election to our Board. Mr. Albers was appointed to the Board in November 2023 and was initially identified for a position on our Board by a third-party search firm. Mr. Kiselak was appointed to the Board in June 2023 in accordance with the Acquisition Agreement. Russell J. Cox will not stand for reelection at the Annual Meeting. As a result, the size of our Board will be reduced from eight to seven directors effective as of immediately prior to the closing of the polls at the Annual Meeting. Our director nominees have indicated that they are willing and able to serve as directors. However, if either of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.

  2. Information Regarding Director Nominees and Continuing Directors

    Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently three Class I directors, whose terms expire at the 2026 Annual Meeting of Stockholders; two Class II directors, who are up for election at this meeting for a term expiring at the 2027 Annual Meeting of Stockholders; and two Class III directors, whose terms expire at the 2025 Annual Meeting of Stockholders. Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below.

  3. Information Regarding Director Nominees and Continuing Directors

    | Name | Class | Age (as of April 1) | Position | | Mark McKenna | I | 48 | Director | | Cameron Turtle | I | 34 | Chief Executive Officer and Director | | Laurie Stelzer(1)(2) | I | 56 | Director | | Jeffrey W. Albers(2)(3) | II | 52 | Director | | Tomas Kiselak(3) | II | 37 | Director | | Peter Harwin(1) | III | 37 | Director | | Michael Henderson(2) | III | 34 | Director |

  4. Information Regarding Director Nominees and Continuing Directors

    (1)Member of the Nominating Committee (2)Member of the Audit Committee (3)Member of the Compensation Committee

  5. Class I Directors Continuing in Office

    Class I Directors Continuing in Office Mark McKenna. Mr. McKenna has served as a director since February 2024. Mr. McKenna has served as Chief Investment Officer and Managing Director of McKenna Capital Partners, a family office dedicated to investing in breakthrough treatments for debilitating diseases, since June 2023. Mr. McKenna most recently served as the President and Chief Executive Officer and as a member of the board of directors of Prometheus Biosciences, Inc., a clinical stage biotechnology company, from September 2019 to June 2023, when Prometheus was acquired by Merck & Co., Inc., and as Chairman of the board of Prometheus from August 2021 to June 2023. Prior to Prometheus, he served as President of Salix Pharmaceuticals, Inc., a pharmaceutical company and wholly owned subsidiary of Bausch Health Companies, Inc., from March 2016 through August 2019. Prior to Salix, Mr. McKenna spent more than a decade in various roles with Bausch + Lomb, also a division of Bausch Health Companies, Inc., most recently as Senior Vice President and General Manager of its U.S. Vision Care business. Before joining Bausch + Lomb, he held several positions with Johnson & Johnson. Mr. McKenna has served as chair of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE) since August 2023. Mr. McKenna received a B.S. in Marketing from Arizona State University and an M.B.A. from Azusa Pacific University. We believe that Mr. McKenna is qualified to serve on our Board due to his extensive experience as an executive officer in the biopharmaceutical industry. Cameron Turtle, Dphil. Dr. Turtle joined us as Chief Operating Officer in June 2023, and was appointed as our Chief Executive Officer and a director in November 2023. Prior to joining the Company, Dr. Turtle was an advisor to Pre-Merger Spyre from May 2023 to June 2023. Previously, he served as Venture Partner at Foresite Labs, a life sciences investment firm, from July 2022 to May 2023; Chief Strategy Officer of BridgeBio Pharma (Nasdaq: BBIO), a biotechnology company, from January 2021 to April 2022; and Chief Business Officer of Eidos Therapeutics (Nasdaq: EIDX), a biopharmaceutical company, from November 2018 to January 2021, where he led business development, investor relations, and multiple operational functions as the company advanced an investigational medicine for a form of heart failure. Prior to joining BridgeBio and Eidos, he was a consultant at McKinsey & Company, where he worked with pharmaceutical and medical device companies on topics including M&A, growth strategy, clinical trial strategy, and sales force optimization. Dr. Turtle received his B.S. with honors in Bioengineering from the University of Washington and his D.Phil. in Cardiovascular Medicine from the University of Oxford, St. John’s College. He is the recipient of several awards, including a Rhodes Scholarship, Goldwater Scholarship, Forbes 30 Under 30, San Francisco Business Times 40 Under 40, and the Biocom Life Sciences Catalyst Award. We believe Dr. Turtle is qualified to serve on our Board due to his experience as a leader in building, financing, and shaping biopharma organizations from preclinical development to late-stage clinical trials and commercialization. Laurie Stelzer. Ms. Stelzer has served as a director since November 2023. Ms. Stelzer has served as Chief Financial Officer of ReNAgade Therapeutics, Inc., a biotechnology company focused on RNA therapeutics, since September 2023. Prior to joining ReNAgade, Ms. Stelzer served as Chief Financial Officer of Mirati Therapeutics, Inc. (Nasdaq: MRTX), a commercial-stage targeted oncology company, from May 2022 to September 2023. Prior to joining Mirati Therapeutics, Ms. Stelzer served as Executive Vice President and Chief Financial Officer of Arena Pharmaceuticals, Inc. (acquired by Pfizer Inc.), a biopharmaceutical company, from March 2020 until the completion of Pfizer’s acquisition in March 2022. Prior to joining Arena Pharmaceuticals, Ms. Stelzer served as Chief Financial Officer at Halozyme Therapeutics, Inc. (Nasdaq: HALO), a biopharma technology platform company, from June 2015 to March 2020, where she led the Finance, Information Technology, Business Development, Project Management and Site Operations organizations. Prior to joining Halozyme Therapeutics, Ms. Stelzer held senior management roles at Shire Plc (acquired by Takeda Pharmaceutical), including Senior Vice President of Finance, Division Chief Financial Officer for the Regenerative Medicine Division and Head of Investor Relations. Previously, she also worked at Amgen, Inc. (Nasdaq: AMGN), a global biopharmaceutical company, for 15 years, serving in positions of increasing responsibility in the areas of Finance, Treasury, Global Accounting and International/Emerging Markets. Ms. Stelzer has served as a member of the board of directors of PMV Pharmaceuticals, Inc. (Nasdaq: PMVP), a precision oncology company, since 2020, Surface Oncology, Inc. (Nasdaq: SURF), a clinical-stage immune-oncology company, from 2018 until its acquisition by Coherus in September 2023 and Longboard Pharmaceuticals, a clinical-stage neurology company from 2020 to 2021. Ms. Stelzer received her B.S. in Accounting from Arizona State University and her M.B.A. from University of California, Los Angeles, Anderson School of Management. We believe Ms. Stelzer is qualified to serve on our Board because of her financial expertise and experience within the biopharmaceutical industry.

  6. Class II Director Nominees

    Class II Director Nominees Jeffrey W. Albers. Mr. Albers has served as a director since November 2023. Mr. Albers has over 25 years of experience working in the biopharmaceutical industry and bringing important new medicines to patients with cancer and rare diseases. He is currently Chairman of Blueprint Medicines Corporation (Nasdaq: BPMC), a global precision therapy company, since January 2023, and Venture Partner at Atlas Venture, a venture capital firm focused on investment in biotechnology companies, since January 2023. Mr. Albers served as Chief Executive Officer, President and Chairman of Blueprint Medicines from June 2021 to April 2022, Executive Chairman from April 2022 to December 2022 and as Chief Executive Officer, President and Director from July 2014 to June 2021. Prior to joining Blueprint Medicines in July 2014, Mr. Albers was President of Algeta ASA, a Norwegian biotechnology company from January 2012 to April 2014, where he oversaw the commercial and business functions. Prior to Algeta ASA, from July 2005 to November 2011, Mr. Albers was at Genzyme Corporation, a biotechnology company that is now a wholly owned subsidiary of Sanofi S.A., most recently as Vice President of the U.S. hematology and oncology business unit. In addition to Blueprint Medicines, Mr. Albers serves on the board of directors of Kymera Therapeutics, Inc. (Nasdaq: KYMR) and several private companies, and previously served on the board of directors of Magenta Therapeutics, Inc. (which later became Dianthus Therapeutics, Inc. (Nasdaq: DNTH)) from July 2017 to September 2023. Mr. Albers received a B.S. from Indiana University and an M.B.A. and a J.D. from Georgetown University. We believe that Mr. Albers is qualified to serve on our Board due to his extensive leadership experience in the biopharmaceutical industry. Tomas Kiselak. Mr. Kiselak has served as a director since June 2023. Mr. Kiselak is a Managing Member at Fairmount, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, Mr. Kiselak was a managing director at RA Capital Management, LLC, a healthcare and life science investment firm. Mr. Kiselak currently serves as the chairman of the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN) and as a director for Apogee Therapeutics, Inc. (Nasdaq: APGE), Dianthus Therapeutics, Inc. (Nasdaq: DNTH) as well as several private companies. He received a B.S. in neuroscience and economics from Amherst College. We believe Mr. Kiselak is qualified to serve on our Board because of his experience advising biotechnology companies and as a manager of funds specializing in the area of life sciences.

  7. Class III Directors Continuing in Office

    Class III Directors Continuing in Office Peter Harwin. Mr. Harwin has served as a director since June 2023. Mr. Harwin is a Managing Member at Fairmount, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, Mr. Harwin was a member of the investment team at Boxer Capital, LLC, an investment fund that was part of the Tavistock Group, based in San Diego. Mr. Harwin also serves as chairman of the board of directors of Cogent Biosciences, Inc. (Nasdaq: COGT) and is a director of Viridian Therapeutics, Inc. (Nasdaq: VRDN), Apogee Therapeutics, Inc. (Nasdaq: APGE) and Paragon. Mr. Harwin holds a B.B.A. from Emory University. We believe Mr. Harwin is qualified to serve on our Board because of his experience serving as a director of biotechnology companies and as a manager of funds specializing in the area of life sciences. Michael Henderson, M.D. Dr. Henderson has served as a director since June 2023. Dr. Henderson has served as Chief Executive Officer of Apogee Therapeutics, Inc. (Nasdaq: APGE), a biotechnology company, since September 2022 as well as a member of its board of directors since June 2023. Dr. Henderson is an experienced biotechnology executive with expertise in business leadership, drug development, and commercial strategy. He has overseen the creation of multiple companies, launched a significant number of drug development programs, and led teams to two FDA approvals, to date. Prior to joining Apogee, Dr. Henderson served as Chief Business Officer of BridgeBio Pharma, Inc. (Nasdaq: BBIO), a commercial-stage biopharmaceutical company, from January 2020 to September 2022, where he was responsible for furthering the overarching strategy of BridgeBio, identifying and investing in new technologies and running business development and operations. Prior to holding that position, he spent two years serving as BridgeBio’s Senior Vice President, Asset Acquisition, Strategy and Operations, where he was responsible for business development, strategy and operations. Dr. Henderson joined BridgeBio as Vice President of Asset Acquisition, Strategy and Operations in April 2016. Dr. Henderson also served as the Chief Executive Officer of a number of BridgeBio’s subsidiaries. Prior to BridgeBio, Dr. Henderson worked at McKinsey & Company, a global management consulting firm, from January 2015 to April 2016 and prior to that, he co-founded PellePharm, Inc., a biotechnology company, in August 2011. Dr. Henderson has served on the board of directors of ARYA Sciences Acquisition Corp IV (Nasdaq: ARYD), a special purpose acquisition company focused on the healthcare industry, since February 2021. Dr. Henderson received his B.A. in global health from Harvard University and his M.D. from Stanford University. We believe Dr. Henderson is qualified to serve on our Board because of his experience in business leadership, drug development, and commercial strategy in the area of life sciences. The Board recommends a vote “FOR” the election of each of the Class II director nominees set forth above.

  8. Board Committees

    (1)Following the Merger Closing through the end of 2023 Audit Committee. The primary responsibilities of our Audit Committee are to oversee the accounting and financial reporting processes of the Company, including the audits of the Company’s financial statements, the integrity of the financial statements and the annual review of the performance, qualifications and independence of the outside auditor. This includes reviewing the financial information provided to stockholders and others and the adequacy and effectiveness of the Company’s internal controls. The committee also makes recommendations to the Board as to whether financial statements should be included in the Company’s Annual Report on Form 10-K. Ms. Stelzer qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, and all members of the Audit Committee are “financially literate” under Nasdaq listing rules. Compensation Committee. The primary responsibilities of our Compensation Committee are to periodically review and approve the compensation and other benefits for our executive officers and directors. This includes reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating the performance of our CEO in light of the goals and objectives and setting or recommending to the Board the CEO’s compensation based on the committee’s evaluation. The committee also oversees the evaluation of other executive officers and sets or recommends to the Board the compensation of such executive officers based upon the recommendation of the CEO, administers and makes recommendations to the Board regarding equity incentive plans that are subject to the Board’s approval and approves the grant of equity awards under the plans and oversees our strategies and policies related to human capital management, including with respect to matters such as diversity and inclusion, workplace environment and culture, and talent development and retention. The Compensation Committee may delegate its duties and responsibilities to one or more subcommittees. The committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers. Even where the committee does not delegate authority, our executive officers will typically make recommendations to the committee regarding compensation to be paid to our employees and the size of equity awards under our equity incentive plans but will not be present during voting or deliberations on their own compensation. The committee has the authority to engage outside advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The committee engaged Compensia, Inc. (“Compensia”) and Alpine Rewards, LLC in 2023 (“Alpine”) to provide advice regarding the amount and form of executive and director compensation. Nominating Committee. The primary responsibilities of our Nominating Committee are to engage in succession planning for the Board, identify individuals qualified to become members of the Board, recommend director candidates to the Board, including for election or reelection to the Board at each annual stockholders’ meeting, and perform a leadership role in shaping the Company’s corporate governance. In addition, the committee is responsible for developing and recommending to the Board criteria for identifying and evaluating qualified director candidates and developing and recommending to the Board a set of corporate governance principles. The committee is also responsible for making recommendations to the Board concerning the size, structure, composition and functioning of the Board and its committees and oversees sustainability maters relevant to the Company’s business, including Company policies, activities and opportunities.

  9. Director Compensation

    Director Compensation The following table provides information for the year ended December 31, 2023 regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion of 2023. Employees who served on our Board during 2023 did not receive additional compensation for such service.

  10. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Jeffrey W. Albers(2) | 6,250 | 427,315 | 433,565 | | Russell J. Cox | 112,500 | 633,508 | 746,008 | | Peter Harwin(3) | 27,773 | 633,508 | 661,281 | | Michael Henderson(3) | 27,276 | 633,508 | 660,784 | | Tomas Kiselak(3) | 24,924 | 633,508 | 658,432 | | V. Bryan Lawlis, Ph.D.(3) | 36,264 | ― | 36,264 | | Alison Lawton | 62,500 | 633,508 | 696,008 | | Ivana Magovčević-Liebisch, Ph.D.(4) | 62,690 | 633,508 | 696,198 | | Armen Shanafelt, Ph.D.(3) | 32,637 | ― | 32,637 | | Hunter C. Smith(4) | 78,478 | 633,508 | 711,986 | | Marcio Souza(3) | 38,077 | ― | 38,077 | | Laurie Stelzer(2) | 7,065 | 427,315 | 434,380 |

  11. Director Compensation

    (1)The amounts reported in this column represent the aggregate grant date fair value of the awards granted to our non-employee directors during the year ended December 31, 2023, as computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). The assumptions used in calculating the grant date fair value of the awards reported in the Option Awards column are set forth in Note 15 to our consolidated financial statements included in our annual report on Form 10-K for fiscal 2023. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the non-employee directors from the awards. As of December 31, 2023, our non-employee directors held the following number of outstanding stock options: (i) Mr. Albers, 50,000; (ii) Mr. Cox, 86,228; (iii) Mr. Harwin, 78,000; (iv) Dr. Henderson, 78,000; (v) Mr. Kiselak, 78,000; (vi) Dr. Lawlis, 0; (vii) Ms. Lawton, 83,208; (viii) Dr. Magovčević-Liebisch, 84,412; (ix) Dr. Shanafelt, 0; (x), Mr. Smith. 73,620; (xi) Mr. Souza, 0; and (xii) Ms. Stelzer, 50,000. (2)Mr. Albers and Ms. Stelzer were appointed to our Board effective as of November 22, 2023. (3)In connection with the Merger, effective as of June 22, 2023, Drs. Lawlis and Shanafelt and Mr. Souza resigned from our Board and Messrs. Harwin and Kiselak and Dr. Henderson were appointed to our Board. (4)Dr. Magovčević-Liebisch and Mr. Smith resigned from our Board effective as of November 22, 2023.

  12. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements Each of our non-employee directors receives compensation pursuant to the non-employee director cash and equity compensation program adopted by our Board. This program provides for the following annual cash retainers:

  13. Non-Employee Director Compensation Arrangements

    | Annual Cash Retainer | $40,000 | | Annual Board Chair Retainer | $35,000 | | Audit Committee Retainers: | | | Chair | $20,000 | | Non-Chair Member | $10,000 | | Compensation Committee Retainers: | | | Chair | $15,000 | | Non-Chair Member | $7,500 | | Nominating and Corporate Governance Committee Retainers: | | | Chair | $10,000 | | Non-Chair Member | $5,000 |

  14. Non-Employee Director Compensation Arrangements

    In addition, each non-employee director who initially joins our Board receives an initial grant of stock options to purchase 40,000 shares of our common stock; however, Messrs. Harwin and Kiselak and Dr. Henderson did not receive an initial grant as a result of their appointments in connection with the Merger. The initial stock option grants vest in equal monthly installments over three years. In connection with the Merger, and in lieu of annual equity grants, each non-employee director serving immediately following the Merger (including Messrs. Harwin, Henderson and Kiselak) received a grant of stock options to purchase 78,000 shares of our common stock (as adjusted for our reverse stock split) in June 2023, which stock options vest in equal monthly installments over one year or, if earlier, upon the date of the Annual Meeting. Each non-employee director who is serving as of the date of the Annual Meeting will receive a grant of stock options to purchase 20,000 shares of our common stock. Annual stock option grants vest in equal monthly installments over one year or, if earlier, upon the next Annual Meeting of Stockholders. In addition, all non-employee directors are reimbursed their reasonable travel expenses incurred in attending board and committee meetings.

  15. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding all plan and non-plan compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2023 and 2022.

  16. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | | Cameron Turtle | 2023 | 272,850 | 141,000 | — | 15,500,492 | — | 5,203 | 15,919,545 | | Chief Executive Officer | | | | | | | | | | Scott Burrows | 2023 | 154,589 | 175,700 | 2,452,096 | 4,767,637 | — | 1,517 | 7,551,539 | | Chief Financial Officer | | | | | | | | | | Heidy King-Jones | 2023 | 168,724 | 62,700 | — | 6,356,857 | — | — | 6,588,281 | | Chief Legal Officer and Corporate Secretary | | | | | | | | | | Jeffrey M. Goldberg | 2023 | 248,471 | — | — | — | — | 581,736 | 830,207 | | Former President and Chief Executive Officer | 2022 | 54,616 | — | — | 1,774,952 | — | 2,917 | 1,832,485 | | Jonathan Alspaugh | 2023 | 329,767 | 735,647 | — | 7,059,923 | — | 234,692 | 8,360,029 | | Former Chief Financial Officer | 2022 | 425,001 | — | — | 443,285 | 130,560 | 12,994 | 1,011,840 |

  17. Summary Compensation Table

    (1)For 2023, the amounts reported in this column include: (i) discretionary annual bonuses of $141,000 for Mr. Turtle, $60,700 for Mr. Burrows, and $62,700 for Ms. King-Jones; (ii) a sign-on bonus for Mr. Burrows in connection with the commencement of his employment with the Company during 2023 of $115,000; (iii) retention bonuses totaling $168,247 for Mr. Alspaugh in accordance with his June 21, 2023 incentive agreement, as described in more detail under “Narrative Disclosure to Summary Compensation Table—Transaction and Retention Bonuses” below; and (iv) transaction success bonuses totaling $567,400 for Mr. Alspaugh, as described in more detail under “Narrative Disclosure to Summary Compensation Table—Transaction and Retention Bonuses” below. (2)Amounts reported in this column represent the aggregate grant date fair value of restricted stock units (“RSUs”) granted to our NEOs, as computed in accordance with ASC 718 based on the closing price of our common stock on the applicable date of grant. (3)Amounts reported in this column represent the aggregate grant date fair value of stock options granted to our NEOs, as computed in accordance with ASC 718. See Note 10 to our consolidated financial statements in our annual report on Form 10-K for fiscal 2023 for more information regarding the assumptions used in calculating the grant date fair value of stock options. (4)Amounts reported in this column for 2023 include: (i) matching contributions under our 401(k) plan made during 2023 of $5,203 to Mr. Turtle, $1,517 to Mr. Burrows, $5,092 to Mr. Goldberg, and $13,200 to Mr. Alspaugh, (ii) severance payments and benefits totaling $563,384 for Mr. Goldberg and $211,617 for Mr. Alspaugh as described in more detail under “Narrative Disclosure to Summary Compensation Table—Separation Agreements” below; (iii) consulting fees of $9,875 paid to Mr. Alspaugh during 2023 as described in more detail under “Narrative Disclosure to Summary Compensation Table—Separation Agreements” below; and (iv) housing allowances and home office expense reimbursements for Mr. Goldberg.

  18. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table presents information regarding outstanding stock options, RSUs and restricted stock held by each named executive officers as of December 31, 2023. The equity awards reflected below give effect to our 1-for-25 reverse stock split on September 8, 2023.

  19. Outstanding Equity Awards at December 31, 2023

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Cameron Turtle | 6/22/2023 | 236,485 | 1,655,402(2) | $7.50 | 6/22/2033 | | | | | 11/22/2023 | ― | 374,000(3) | $10.39 | 11/22/2033 | | | | | (4) | | | | | 508,073(5) | 10,933,731 | | Scott Burrows | 9/1/2023 | ― | 404,857(3) | $14.50 | 9/1/2033 | | | | | 12/22/2023 | | | | | 134,953(6) | 2,904,189 | | Heidy King-Jones | 9/1/2023 | ― | 539,810(3) | $14.50 | 9/1/2033 | | | | Jeffrey M. Goldberg | ― | ― | ― | ― | ― | ― | ― | | Jonathan Alspaugh | 7/6/2021 | 3,866 | 2,534(2) | $175.75 | 7/5/2031 | | | | | 2/17/2022 | 3,114 | 3,685(2) | $79.25 | 2/16/2032 | | | | | 8/23/2022 | 1,732 | 3,467(2) | $17.00 | 8/22/2032 | | | | | 2/23/2023 | 3,334 | 12,665(2) | $11.00 | 2/22/2033 | | | | | 11/21/2023 | 98,939 | 692,579(2) | $7.50 | 6/22/2033 | | |

  20. Outstanding Equity Awards at December 31, 2023

    (1)The market value was determined by multiplying the number of shares by $21.52, the closing price of our common stock as reported on the Nasdaq Global Market on December 29, 2023, the last trading day of 2023. (2)These stock options vest in equal monthly installments through the fourth anniversary of the grant date, subject to the NEO’s continued service. (3)These stock options vest as to 25% on the first anniversary of the grant date and in equal monthly installments thereafter through the fourth anniversary of the grant date, subject to the NEO’s continued service. (4)In connection with the Merger, outstanding shares of restricted common stock of Pre-Merger Spyre were assumed by the Company and converted into restricted common stock and restricted Series A Preferred Stock, which was subsequently converted to restricted and unrestricted common stock on November 24, 2023. (5)These shares of restricted common stock vest in equal monthly installments through November 22, 2026, subject to the NEO’s continued service. (6)These RSUs vest in equal annual installments through the fourth anniversary of the grant date, subject to the NEO’s continued service.

  21. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Pursuant to the terms of the Offer Letters, in the event each NEO that is a current executive officer is terminated by the Company without “cause” or as a result of a resignation for “good reason” (collectively, an “Involuntary Termination”), such NEO will, subject to the execution of a release in favor of the Company, receive: (i) severance payments equal to 12 months of base salary and any earned but unpaid annual bonus for the preceding year; (ii) up to 12 months of partially subsidized COBRA coverage; and (iii) accelerated vesting of any time-based equity awards scheduled to vest in the 12 months following such termination. However, if the Involuntary Termination is within three months before or 12 months after a change in control of the Company, the NEO will instead receive: (A) severance payments equal to 18 months of base salary, any earned but unpaid annual bonus for the preceding year, and the target annual bonus for the year of termination; (B) up to 18 months of fully subsidized COBRA continuation coverage; and (C) full acceleration of all equity awards (with performance-based awards determined in accordance with the terms of the applicable award agreement or, if not specified in such award agreement, based on the greater of target or, if determinable, actual performance). As used in the Offer Letters: •“Cause” generally means (i) the NEO’s dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to the Company; (ii) the NEO’s conviction or plea of no contest to a felony or misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the NEO’s failure to perform his or her duties or responsibilities, subject to a 30-day cure period; (iv) the NEO’s gross negligence, willful misconduct that results in or is reasonably anticipated to result in material harm to the Company; or (v) the NEO’s violation of any material provision of any agreement with the Company or any written Company policies. •“Good Reason” generally means (i) a material diminution in the NEO’s base salary or target bonus (excluding across-the-board reductions of less than 10%); (ii) a material geographic relocation or requirement to change the NEO’s remote work location; (iii) a material reduction in the NEO’s duties, authority or responsibilities; (iv) the failure of the Company to obtain the assumption of the Offer Letter by a successor; or (v) the material breach of any agreement between the NEO and the Company, in each case, subject to standard notice and cure periods.

  22. Pay Versus Performance

    Pay Versus Performance Our Compensation Committee approves and administers our executive compensation program to align executive compensation with stockholder interests by linking pay to performance. Our overall compensation program includes a mix of short-term and long-term components through our annual incentive plan and equity awards. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our named executive officers and certain aspects of our financial performance. We are a smaller reporting company pursuant to Rule 405 of the Securities Act and, as such, are only required to include information for the past three fiscal years in the table below.

  23. Pay-Versus-Performance Table

    | Year | Summary Compensation Table Total for Non-PEO NEOs ($)(3) | | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | | Total Stockholder Return Based on Initial Fixed $100 Investment ($)(5) | | Net Income (in thousands) ($)(6) | | | 2023 | | 7,069,877 | | 9,563,596 | | 11 | | (338,790) | | 2022 | | 2,392,254 | | 865,785 | | 6 | | (83,815) | | 2021 | | 2,623,186 | N/A | | | 62 | | (65,801) |

  24. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

  25. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR The following graph displays the compensation actually paid to our NEOs compared to our TSR.

  26. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graph displays our compensation actually paid compared to our net income.