DEF 14A of Gossamer Bio, Inc.
Filed Apr 29, 2025 · FY20240001728117-25-000029
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our board of directors is divided into three classes, with one class of our directors standing for election each year, generally for a three-year term. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office until the third annual meeting following election and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal. As detailed in the section below, the composition of our board of directors is as follows: Class I consists of Thomas Daniel, M.D. Sandra Milligan, M.D., J.D. and Steven Nathan, M.D.; Class II consists of Russell Cox and Faheem Hasnain; and Class III consists of Skye Drynan and John Quisel, Ph.D., J.D. At this meeting, three nominees for director are to be elected as Class I directors for a three-year term expiring at our 2028 annual meeting of stockholders and until their successors are duly elected and qualified. The nominees, who were recommended for nomination by our board of directors, are Thomas Daniel, M.D., Sandra Milligan, M.D., J.D., and Steven Nathan, M.D. The Class II directors have one year remaining on their terms of office and the Class III directors have two years remaining on their terms of office. If no contrary indication is made, proxies in the accompanying form are to be voted for Drs. Daniel, Milligan and Nathan, or in the event that Dr. Daniel, Dr. Milligan or Dr. Nathan is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our board of directors to fill the vacancy. Each of Drs. Daniel, Milligan and Nathan is currently a member of our board of directors. All of our directors bring to the board of directors significant leadership experience derived from their professional experience and service as executives or board members of other corporations, including in the biotechnology industry. The process undertaken by the nominating and corporate governance committee in recommending qualified director candidates is described below under “Director Nomination Process.” Certain individual qualifications and skills of our directors that contribute to the board of directors’ effectiveness as a whole are described in the following paragraphs.
Information Regarding Directors
Information Regarding Directors The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director:
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
Members of the Board of Directors Continuing in Office
Members of the Board of Directors Continuing in Office
Director Compensation
Director Compensation Our non-employee director compensation program provides for annual retainer fees and/or long-term equity awards for our non-employee directors. Each non-employee director receives an annual retainer of $40,000. Our chairperson of the board receives an additional annual retainer of $30,000, and our lead independent director receives an additional annual retainer of $25,000. Non-employee directors serving as the chairs of the audit, compensation and nominating and corporate governance committees receive additional annual retainers of $15,000, $12,000 and $8,000, respectively. Non-employee directors serving as members of the audit, compensation and nominating and corporate governance committees receive additional annual retainers of $7,500, $6,000 and $4,000, respectively. In addition, our non-employee directors are eligible to receive initial grants of options to purchase 230,000 shares of our common stock, vesting monthly over three years, upon election to the board of directors, and thereafter annual grants of options to purchase 115,000 shares of our common stock, vesting on the first to occur of (1) the first anniversary of the grant date or (2) the next occurring annual meeting of our stockholders. Awards granted to our non-employee directors will vest upon a change in control. In February 2025, our board amended and restated the non-employee director compensation program to (1) increase the annual retainers that the non-employee directors serving as the chairs of the audit, compensation and nominating and corporate governance committees receive to $20,000, $15,000, and $10,000, respectively; and (2) increase the annual retainers that the non-employee directors serving as members of the audit, compensation and nominating and corporate governance committees receive to $10,000, $7,500, and $5,000, respectively. Compensation under our non-employee director compensation policy is subject to the annual limits on non-employee director compensation set forth in our 2019 Incentive Award Plan, or the 2019 Plan. As provided in the 2019 Plan, our board of directors or its authorized committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the board of directors or its authorized committee may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other compensation decisions involving non-employee directors. We have reimbursed and will continue to reimburse all of our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our board of directors and committees of our board of directors. The following table sets forth the compensation that we paid or awarded during the year ended December 31, 2024 to each of our non-employee directors who served on the board during 2024. Mr. Hasnain is not included in the following table as he served as an executive officer during 2024 and his compensation is included in the Summary Compensation Table in the “Executive Compensation and Other Information” section below.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Steven Nathan, M.D. (2) | 34,077 | 250,838 | — | 284,915 | | Skye Drynan (2) | 39,577 | 250,838 | — | 290,415 | | Russell Cox | 59,500 | 55,465 | — | 114,965 | | Thomas Daniel, M.D. | 73,000 | 55,465 | — | 128,465 | | Renée Galá (3) | 24,633 | — | — | 24,633 | | Sandra Milligan, M.D., J.D. | 54,000 | 55,465 | — | 109,465 | | John Quisel, Ph.D., J.D. | 47,500 | 55,465 | — | 102,965 |
Director Compensation
____________________ (1)This column reflects the grant date fair value of the option awards granted to the non-employee directors in 2024. In accordance with SEC rules, this column reflects the aggregate fair value of the option awards granted to the non-employee directors during 2024 computed as of the grant date in accordance with Financial Accounting Standards, Standard Board Accounting Codification Topic 718 for stock-based compensation transactions (ASC 718). Assumptions used in the calculation of this amount are included in Note 9 to our consolidated financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2024, which was filed with the SEC on March 13, 2025. This amount does not reflect the actual economic value that will be realized by the non-employee directors upon the vesting or exercise of the awards or the sale of the common stock underlying such awards. (2)Dr. Nathan and Ms. Drynan were appointed to the board effective March 11, 2024. (3)Ms. Galá did not stand for re-election to our board of directors at our 2024 annual meeting of stockholders. The aggregate number of shares subject to stock options outstanding at December 31, 2024 for each non-employee director is set forth in the table below. Our non-employee directors do not hold outstanding stock awards.
Director Compensation
| Name | Number of Securities Underlying Options Outstanding at December 31, 2024 | | Steven Nathan, M.D. | 230,000 | | Skye Drynan | 230,000 | | Russell Cox | 297,166 | | Thomas Daniel, M.D. | 381,611 | | Renée Galá | — | | Sandra Milligan, M.D., J.D. | 227,000 | | John Quisel, Ph.D., J.D. | 345,000 |
Director Compensation
If a quorum is present and voting at the annual meeting, directors shall be elected by a plurality of votes cast, meaning that the three nominees receiving the highest number of shares voted “For” their election will be elected to our board of directors. Votes withheld from any nominee, abstention and broker non-votes will be counted only for purposes of determining a quorum and are not considered votes cast for the foregoing purpose. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF THOMAS DANIEL, M.D., SANDRA MILLIGAN, M.D., J.D. AND STEVEN NATHAN, M.D. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE.
Provisions of the Restated Plan Relating to Director Compensation
Provisions of the Restated Plan Relating to Director Compensation The Restated Plan provides that the plan administrator may establish compensation for non-employee directors from time to time subject to the Restated Plan’s limitations. Our board of directors may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation or other compensation and the grant date fair value (as determined in accordance with ASC 718, or any successor thereto) of any equity awards granted as compensation for services as a non-employee director during any fiscal year may not exceed $750,000, increased to $1,000,000, in the fiscal year of a non-employee director’s initial service as a non-employee director, which limit shall not apply to the compensation for any non-employee director who serves in any capacity in addition to that of a non-employee director for which he or she receives additional compensation. The plan administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the plan administrator may determine in its discretion.
Overview of 2024 Executive Compensation Decisions
| Market-Based Base Salary Increases for NEOs | •Our named executive officers received base salary increases for 2024 consistent with our pay positioning philosophy of targeting target total cash compensation at the 50th percentile of similarly situated executives at comparable companies based on our peer group. | | Annual Cash Incentives Paid 95% Based on Corporate Performance | •Based on our achievement of our corporate performance goals during 2024, our named executive officers’ annual incentives tied to corporate performance were paid out at 95% of target. | | Long-Term Incentive Compensation in Form of Stock Options Over Multi-Year Periods | •Our named executive officers received stock options which vest over four years. ◦Stock options are an important vehicle for tying executive pay to performance, because they deliver future value only if the value of our common stock increases above the exercise price. As a result, they provide strong incentives for our executive officers to increase the value of our common stock over the long term, and they tightly align the interests of our executives with those of our stockholders. |
Role of Compensation Consultant and Comparable Company Information
Role of Compensation Consultant and Comparable Company Information The compensation committee is authorized to retain the services of third-party compensation consultants and other outside advisors, from time to time, to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. In 2024, the compensation committee retained Alpine Rewards as its independent third-party compensation consulting firm for guidance in making compensation decisions. Specifically, for 2024, the compensation committee requested Alpine Rewards to advise it on a variety of compensation-related issues, including: •conducting an analysis of current practices of comparable public companies to assist the compensation committee in developing director and executive compensation levels; •reviewing our peer group to determine whether additional or different peer companies or groups would be necessary to provide appropriate information on market practices and compensation levels; and •providing general information concerning director and executive compensation trends and developments. Alpine Rewards did not provide any other services to us in 2024 beyond their engagement as an advisor to the compensation committee on director and executive compensation matters. The compensation committee assessed the independence of Alpine Rewards pursuant to SEC and Nasdaq rules and concluded that Alpine Rewards is independent and no conflict of interest existed that would have prevented Alpine Rewards from serving as an independent consultant to the compensation committee currently or during 2024.
Competitive Positioning
Competitive Positioning The compensation committee reviews our peer group annually to reflect changes in market capitalization and other factors, including acquisitions, and revises the companies included in the peer group accordingly. For 2024, Alpine Rewards assisted the compensation committee in identifying an appropriate peer group of companies for use as a reference when determining certain 2024 and 2025 director and executive compensation. The peer group identified below was selected in September 2024 for purposes of setting certain 2024 compensation and the selection criteria identified below were measured at such date. The identified peer group consisted of 20 life sciences companies in similar phases of development as us with the following characteristics was selected based on the following parameters and not on the basis of executive compensation levels:
Competitive Positioning
| MARKET CAPITALIZATION | •Generally between $100M to $800M as of August 2024, representing a range of approximately 0.3x to 3x our market capitalization at the time the peer group was established (approximately $230M). •Our market capitalization was positioned near the 38th percentile of the peers at the time the peer group was selected in July 2024. | | SECTOR AND STAGE | •Public U.S. biopharma organizations focused on similar therapeutic focus areas. ➢ Emphasis on Phase 2 to 3 companies to reflect our Phase 3 stage of development at the time the peer group was selected ➢ Focus on companies that went public in the last five years | | HEADCOUNT | •Companies with generally between 50 and 400 employees based on Gossamer’s headcount of 133 employees in August 2024. | | GEOGRAPHIC LOCATION | •Focused on companies located in Southern California and other biotech talent hubs such as San Francisco Bay Area and Boston, where applicable. |
Competitive Positioning
For 2024, this peer group consisted of the following companies:
Competitive Positioning
| ACELYRIN | Fulcrum Therapeutics | | Alector | Kodiak Sciences | | Allakos | Mersana Therapeutics | | Allogene Thereapeutics | Mineralys Therapeutics | | AlloVir | Poseida Therapeutics | | AnaptysBio | RAPT Therapeutics | | Annexon | Trevi Therapeutics | | Atea Pharmaceuticals | Ventyx Biosciences | | aTyr Pharma | Zentalis Pharmaceuticals | | Erasca | |
Competitive Positioning
Based on the peer analysis performed by Alpine Rewards in 2024 for the purpose of selecting our 2024 peer group, Aerovate Therapeutics, Atara Biotherapeutics, Crinetics Pharmaceuticals, Gritstone bio, Kura Oncology, NGM Biopharmaceuticals and Reneo Pharmaceuticals were removed, and ACELYRIN, aTYR Pharam, Kodiak Sciences, Mineralys Therapeutics, Ventyx Biosciences and Zentalis Pharmaceuticals were added. In general, the removed peer companies no longer fit the selection criteria, as described further above, while the additions reflect companies with financial and industry characteristics more similar to our company. Our compensation committee reviewed the foregoing comparable company data from the 2023 and 2024 peer groups in connection with its determinations of the 2024 base salaries, target bonuses and equity awards for our named executive officers. The compensation committee generally attempts to set base salaries at target total cash compensation levels at the 50th percentile of the peer company data for comparable positions and total annual equity award value at approximately the 62nd percentile. The compensation committee does not, however, rely entirely on that data to determine named executive officer compensation. Instead, as described above and consistent with past practice, the compensation committee members rely on their judgment and experience in setting those compensation levels and making those awards. As a result, variations on this pay positioning occur from year to year. We expect that the compensation committee will continue to review comparable company data in connection with setting the compensation we offer our named executive officers to help ensure that our compensation programs are competitive and fair. The compensation levels of the named executive officers reflect to a significant degree the varying roles and responsibilities of such executives. As a result of the compensation committee’s and the board of director’s assessment of our Chief Executive Officer’s roles and responsibilities within our company, there are significant compensation differentials between the Chief Executive Officer and our other named executive officers.
Performance Bonuses
Performance Bonuses Each named executive officer is also eligible for a performance bonus based upon the achievement of certain corporate performance goals and objectives approved by our board of directors. Bonuses are set based on the executives’ respective base salaries for the relevant bonus year, and are expected to be paid out in the first quarter of the following year. The target levels for executive bonuses for 2024 were as follows: 55% of base salary for Mr. Hasnain, 45% of base salary for Mr. Giraudo, and 40% of base salary for Dr. Aranda. The target cash incentive awards of Mr. Hasnain, Mr. Giraudo and Dr. Aranda as a percentage of base salary remained unchanged from 2023. At the beginning of each year, the board of directors (considering the recommendations of the compensation committee and management) sets corporate goals and milestones for the year. These goals and milestones and the proportional emphasis placed on each are set by the board of directors after considering management input and our overall strategic objectives. These goals generally relate to factors such as clinical and regulatory development of our products, portfolio sustainability, business development and financial targets. The board of directors, upon recommendation of the compensation committee, determines the level of achievement of the corporate goals for each year. All final bonus payments to our named executive officers are determined by our compensation committee. The actual bonuses awarded in any year, if any, may be more or less than the target, depending on individual performance and the achievement of corporate objectives and may also vary based on other factors as the compensation committee (or the full board of directors, with respect to our Chief Executive Officer) deems appropriate. Under our annual incentive plan, the maximum bonus payable to an executive is 150% of his or her target bonus. Performance relative to the corporate goals set by our board of directors represents 100% of our Chief Executive Officer’s annual bonus opportunity and 70% of our other named executive officers’ annual bonus opportunities. The compensation committee’s determination of the individual performance percentage of the 2024 bonus awards for our named executive officers was not based on the achievement of any predetermined individual performance goals, but rather on the compensation committee’s subjective assessment of each officer’s overall performance of their duties during 2024. The compensation committee determined Mr. Giraudo’s individual performance percentage to be 120% and Dr. Aranda’s individual performance percentage to be 110%.
Corporate Performance Goals
Corporate Performance Goals The corporate performance goals and their respective weighting for 2024 were approved by the board of directors in February 2024. The 2024 performance goals were tied to clinical and regulatory development of seralutinib and certain quality, commercial and business development measures and were set at levels such that the attainment of executive target annual cash incentive award opportunities was not assured at the time they were set and would require a high level of effort and execution on the part of the executive officers and others in order to achieve the goals. The board of directors also specified a “target exceeds” weighting for each corporate goal, corresponding to additional credit that could be achieved for each goal in the event of over performance in a given area, representing up to 130% of the overall goals. To determine our corporate performance percentage for 2024, the compensation committee, in conjunction with the board of directors, employed a holistic analysis that took into account both the extent to which the performance goals had been achieved or exceeded as well as the relative difficulty of achieving the goals that were met and that were only partially met. In light of our strong performance against the objectives set by the compensation committee in early 2024, especially related to the clinical and regulatory development of seralutinib and the establishment of a global collaboration with Chiesi, the compensation committee determined our corporate performance percentage to be 95% of the target performance level for 2024. The table below provides additional details about the corporate performance goals for 2024 and the compensation committee’s assessment of our actual performance against our 2024 corporate performance goals:
Corporate Performance Goals
| 2024 CORPORATE GOAL | WEIGHTING | 2024 ACHIEVEMENTS | PERFORMANCE | WEIGHTED PERFORMANCE | | •PROSERA patient enrollment | 40% | •Achieved substantial portion of 2024 screening and enrollment goals. | 87.5% | 35% | | •Obtain PDCO (EMA) agreement on open label design for Pediatric Plan (PIP) | 10% | •Achieved favorable outcome with PDCO. | 100% | 10% | | •FDA feedback on PH-ILD Phase 3 study design and on target for EMA feedback in Q1 2025 | 10% | •Achieved. | 100% | 10% | | •Completion of comprehensive gap assessment and implementation plan for commercial readiness | 5% | •Achieved. | 100% | 5% | | •Joint US commercial plan agreed under | 10% | •Achieved. | 100% | 10% | | •Entry into global partnership | 20% | •Entered into global collaboration with Chiesi in May 2024. | 100% | 20% | | •Global development plan agreed under global partnership | 5% | •Achieved. | 100% | 5% | | TOTAL | | | | 95% |
Corporate Performance Goals
This overall 95% achievement level was then used to determine each named executive officer’s bonus. The annual bonuses paid to our named executive officers for 2024 are set forth in the Summary Compensation Table below.
Long-Term Equity Incentives
Long-Term Equity Incentives The goal of our long-term, equity-based incentive awards is to align the interests of our named executive officers and other employees, non-employee directors and consultants with the interests of our stockholders. Because vesting is based on continued employment over multiple years, our equity-based incentives also encourage the retention of our named executive officers through the vesting period of the awards. In determining the size of the long-term equity incentives to be awarded to our named executive officers, we take into account a number of internal factors, such as the relative job scope, the value of existing long-term incentive awards, individual performance history, prior contributions to us, the size of prior grants as well as comparable company information, as described below. We have had no program, plan or practice pertaining to the timing of stock option grants to named executive officers coinciding with the release of material non-public information. We use equity awards to compensate our named executive officers both in the form of initial grants in connection with the commencement of employment and annual refresher grants. Annual equity awards to our named executive officers are typically granted during the first quarter of each year. While we intend that the majority of stock awards to our employees be made pursuant to initial grants or our annual grant program, the compensation committee retains discretion to make equity awards to employees at other times, including in connection with the promotion of an employee, to reward an employee, for retention purposes or for other circumstances recommended by management or the compensation committee.
Equity Vehicles
Equity Vehicles Annual equity awards are granted under our 2019 Plan, using a mix of different equity instruments to further the goal of attracting and retaining top performers and to balance the relative advantages of different instruments. •Stock options are an important vehicle for tying executive pay to performance because they deliver future value only if the value of our common stock increases above the exercise price. As a result, they provide strong incentives for our executive officers to increase the value of our common stock over the long term, tightly aligning the interests of our executives with those of our stockholders. •RSU awards are granted from time to time because they are less dilutive to our stockholders, as fewer shares of our common stock are granted to achieve an equivalent value relative to stock options, and because RSU awards are an effective retention tool that maintain value even if the share price is trading lower than the share price on the grant date. No RSU awards have been granted since 2021 as part of our annual awards to our named executive officers. The exercise price of each stock option grant is the fair market value of our common stock on the grant date, as determined by our board of directors from time to time. Option awards generally vest over a four-year period as follows: 25% of the shares underlying the option vest on the first anniversary of the date of the vesting commencement date and the remainder of the shares underlying the option vest in equal monthly installments over the remaining 36 months thereafter. RSU awards, if granted, generally vest in three equal annual installments. From time to time, our compensation committee may, however, determine that a different vesting schedule is appropriate.
2024 Equity Awards
2024 Equity Awards Generally, the compensation committee determines the value of each executive officer’s annual equity grant using a holistic evaluation that takes into account a competitive market analysis prepared by our independent compensation consultant with market data for each role, the recommendations of our Chief Executive Officer based on his evaluation of their individual performance (except with respect to the Chief Executive Officer’s performance), the extent to which the executive officer is currently vested in his or her stock awards, scope and criticality of the executive’s role and parity in targets among executives in roles of a given level. For 2024, our compensation committee reviewed competitive market data prepared by Alpine Rewards in connection with its grant of long-term equity incentive awards to the named executive officers and approved equity awards to our named executive officers intended to approximate the 50th percentile of comparable company data for similar positions, which it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. In January 2024, our compensation committee approved the grant of stock options pursuant to our 2019 Plan to our named executive officers as follows: Mr. Hasnain, 1,312,500 options; Mr. Giruado, 543,750 options; and Dr. Aranda, 487,500 options. The equity awards granted to our named executive officers for 2024 are set forth in the “Outstanding Equity Awards at Fiscal Year-End” below. Each equity award granted in 2024 vests over four years in accordance with the standard vesting schedule described above. For a description of certain accelerated vesting provisions applicable to the stock awards granted to our named executive officers, see “Employment Letters with Our Named Executive Officers” below.
Equity Award Timing Policies and Practices
Equity Award Timing Policies and Practices Equity awards to employees are typically granted in connection with the Company annual award process in the first quarter of each year, as well as to new hires in connection with their commencement of employment. We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information becomes known to the compensation committee before granting an equity award, the compensation committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. For all stock option awards, the exercise price is the closing price of our common stock on the Nasdaq Stock Market on the date of the grant (or if the grant date is not a trading day, then on the immediately preceding trading day). During 2024, we did not grant stock options, stock appreciation rights, or similar option‐like instruments to our named executive officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 10-K, 10-Q, or Form 8-K that discloses material nonpublic information.
Post Termination and Change in Control Benefits
Post Termination and Change in Control Benefits Our named executive officers may become entitled to certain benefits or enhanced benefits in connection with a change in control of our company. The employment letters with each of our named executive officers provide for accelerated vesting of all outstanding equity awards, as well as certain other benefits, upon a qualifying termination in connection with a change in control of our company. For additional discussion, please see “Employment Letters with Our Named Executive Officers” below.
Summary Compensation Table
Summary Compensation Table The following table shows information regarding the compensation earned by our named executive officers during the years ended December 31, 2023 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary($) | Bonus($) | Stock Awards($)(1) | Option Awards($)(1) | Non-equity Incentive Plan Compensation($)(2) | All Other Compensation($)(3) | Total($) | | Faheem Hasnain | 2024 | 628,173 | — | — | 1,043,438 | 329,822 | 4,000 | 2,005,432 | | Chairman, President and Chief Executive Officer | 2023 | 606,901 | — | — | 1,185,725 | 303,362 | — | 2,095,988 | | Bryan Giraudo | 2024 | 502,645 | — | — | 432,281 | 232,977 | 4,000 | 1,171,904 | | Chief Operating Officer and Financial Officer | 2023 | 485,624 | — | — | 579,791 | 218,467 | 4,000 | 1,287,882 | | Richard Aranda, M.D. | 2024 | 481,085 | — | — | 387,563 | 192,407 | 4,000 | 1,065,055 | | Chief Medical Officer | 2023 | 461,901 | — | — | 380,989 | 185,864 | 4,000 | 1,032,753 |
Summary Compensation Table
(1)This column reflects the grant date fair value of the option awards granted to the named executive officers in the applicable fiscal year. In accordance with SEC rules, this column reflects the aggregate fair value of the award granted to the named executive officers computed as of its grant date in accordance with Financial Accounting Standards, Standard Board Accounting Codification Topic 718 for stock-based compensation transactions (ASC 718). For 2023, the amount for Mr. Giraudo and Dr. Aranda also includes the incremental fair value of $283,292 and $141,193, respectively, computed as of the repricing date in accordance with ASC 718, as a result of the repricing of certain stock options held by Mr. Giraudo and Dr. Aranda in May 2023. Assumptions used in the calculation of this amount is included in Note 9 to our consolidated financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2024, which was filed with the SEC on March 13, 2025. This amount does not reflect the actual economic value that will be realized by the named executive officers upon the vesting or exercise of the awards or the sale of the common stock underlying such awards. For the options granted to Mr. Hasnain in May 2023, which contain both service-based and market-based vesting conditions, the amount included in this column ($442,500) is based on fair value determined using the Geometric Brownian Motion/Monte Carlo model and the following assumptions: the company’s common stock price at the date of grant of $1.36; a seven-year continuously compounded equivalent risk-free rate of 3.38%; an expected stock price volatility of 71.97%; a dividend yield of 0%; and an expected term of 7 years. (2)Amounts represent cash awards earned pursuant to the terms of our annual performance bonus program, which are paid in the first quarter of the following year. See “—Executive Compensation and Other Information – Performance Bonuses” for more information. (3)Amounts represent company-paid 401(k) matching contributions.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth specified information regarding the outstanding equity awards held by our named executive officers at December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | | | | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Faheem Hasnain | 1/2/2024 | — | 1,312,500 | | 0.97 | 1/2/2034 | | | 11/20/2023 | 118,489 | 319,011 | | 0.84 | 11/20/2033 | | | 5/5/2023(2) | — | 750,000 | 750,000 | 1.36 | 5/5/2033 | | | 3/20/2023 | 238,218 | 306,282 | | 1.21 | 3/20/2033 | | | 12/7/2022(3) | 362,092 | 182,408 | | 2.16 | 12/7/2032 | | | 1/6/2022(3) | 631,854 | 18,146 | | 11.94 | 1/6/2032 | | | 2/25/2021 | 311,458 | 13,542 | | 9.79 | 2/25/2031 | | | 6/17/2020 | 47,000 | — | | 12.10 | 6/17/2030 | | | 3/25/2019 | 43,500 | — | | 22.10 | 3/25/2029 | | Bryan Giraudo | 1/2/2024 | — | 543,750 | | 0.97 | 1/2/2034 | | | 11/20/2023 | 49,088 | 132,162 | | 0.84 | 11/20/2033 | | | 3/20/2023 | 92,531 | 118,969 | | 1.21 | 3/20/2033 | | | 12/7/2022(3) | 140,647 | 70,853 | | 2.16 | 12/7/2032 | | | 1/6/2022(3)(4) | 171,742 | 4,933 | | 1.36 | 1/6/2032 | | | 9/16/2021(4) | 81,251 | 18,753 | | 1.36 | 9/16/2031 | | | 2/25/2021(4) | 57,500 | 2,502 | | 1.36 | 2/25/2031 | | | 2/14/2020(4) | 47,668 | — | | 1.36 | 2/14/2030 | | | 3/25/2019(4) | 96,671 | — | | 1.36 | 3/25/2029 | | | 12/10/2018 | 155,555 | — | | 10.71 | 12/10/2028 | | | 5/21/2018 | 405,666 | — | | 2.61 | 5/21/2028 | | Richard Aranda, M.D. | 1/2/2024 | — | 487,500 | | 0.97 | 1/2/2034 | | | 11/20/2023 | 44,010 | 118,490 | | 0.84 | 11/20/2033 | | | 3/20/2023 | 68,906 | 88,594 | | 1.21 | 3/20/2033 | | | 12/7/2022(3) | 104,737 | 52,763 | | 2.16 | 12/7/2032 | | | 1/6/2022(3)(4) | 123,135 | 3,537 | | 1.36 | 1/6/2032 | | | 6/21/2021(4) | 17,500 | 2,500 | | 1.36 | 6/21/2031 | | | 2/25/2021(4) | 38,333 | 1,668 | | 1.36 | 2/25/2031 | | | 2/14/2020(4) | 22,784 | — | | 1.36 | 2/14/2030 | | | 12/23/2019(4) | 9,166 | — | | 1.36 | 12/23/2029 | | | 3/25/2019(4) | 30,001 | — | | 1.36 | 3/25/2029 | | | 12/10/2018 | 38,666 | — | | 10.71 | 12/10/2028 |
Outstanding Equity Awards at Fiscal Year-End
(1)Except with respect to the options described in footnote (2) and (3) below, the options vest over a period of four years from the date of grant, with 25% of the option vesting on the first anniversary of such date, and the remainder vesting in equal monthly installments over the three years thereafter. All vesting is subject to the individual’s continuous service with us through the vesting dates and the potential vesting acceleration described above under “—Employment Letters with our Named Executive Officers” and “2024 Equity Awards.” (2)The option shall vest and become exercisable as follows: (i) with respect to 50% of the shares subject to the option, upon our common stock achieving a 30-day average stock price at or above $5.00 per share within four years of the grant date; (ii) with respect to 25% of the shares subject to the option, upon our common stock achieving a 30-day average stock price at or above $7.50 per share within four years of the grant date; and (iii) with respect to the remaining 25% of the shares subject to the option, upon our common stock achieving a 30-day average stock price at or above $10.00 per share within four years of the grant date, in each case subject to Mr. Hasnain’s continuous service with us through each vesting date. In addition, in the event of Mr. Hasnain’s termination without cause or resignation for good reason, or his death or disability in each case prior to a change in control, the options shall remain eligible to vest upon attainment of any remaining unsatisfied price hurdles prior to the fourth anniversary of the grant date (or, if a price hurdle was achieved prior to the date of such termination but prior to the first anniversary of the grant date, the portion of the option for which the price hurdle was achieved will vest upon such termination. In the event of a change in control, any portion of the option that is eligible to vest based upon a stock price hurdle that is equal to or less than the closing price per share of our common stock on the date of the change in control will vest upon the change in control. The accelerated vesting described above will apply to Mr. Hasnain’s performance-based option in lieu of the acceleration provisions under his employment letter agreement, as described above. (3)The options vest over a period of three years from the date of grant, with one-third of the option vesting on the first anniversary of such date, and the remainder vesting in equal monthly installments over the two years thereafter. (4)These options were repriced on May 5, 2023. The exercise price of the repriced options, after giving effect to the option repricing, is reflected in the table above.
Pay Versus Performance
Pay Versus Performance In accordance with the SEC’s disclosure requirements regarding pay versus performance, or PVP, this section presents the SEC-defined “Compensation Actually Paid,” or CAP for our Chief Executive Officer, also referred to as our PEO, and remaining NEOs for the fiscal years ended December 31, 2022, 2023 and 2024. Also required by the SEC, this section compares CAP to various measures used to gauge performance at Gossamer. Compensation decisions at Gossamer are made independently of disclosure requirements. CAP is a supplemental measure to be viewed alongside performance measures as an addition to our philosophy and strategy of compensation-setting discussed elsewhere in the overview of the executive compensation program and is not in replacement.
Pay Versus Performance Table - Compensation Definitions
Pay Versus Performance Table - Compensation Definitions Salary, Non-Equity Incentive Plan Compensation, and All Other Compensation are each calculated in the same manner for purposes of both CAP and Summary Compensation Table, or SCT, values. The primary difference between the calculation of CAP and SCT total compensation is the amount reported with respect to “Stock Awards” and “Option Awards.”
Pay Versus Performance Table - Compensation Definitions
| | SCT Total | CAP | | Stock and Option Awards | Grant date fair value of stock and option awards granted during the year | Year over year change in the fair value of stock and option awards that are unvested as of the end of the year (or, for stock and option awards that were granted in the applicable year and remain unvested at year end, the change in the fair value from the grant date), or vested or were forfeited or modified during the year |
Pay Versus Performance Table
Pay Versus Performance Table In accordance with the SEC’s PVP rules, the following table sets forth information concerning the compensation of our PEO and the average compensation of our remaining NEOs for each of the fiscal years ended December 31, 2022, 2023 and 2024, and our financial performance for each such fiscal year:
Pay Versus Performance Table
| 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) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return ($) | Net Income (Loss) ($) | | 2024 | 2,005,432 | 1,859,722 | 1,118,479 | 1,062,307 | 8 | (56,528,000) | | 2023 | 2,095,988 | 1,592,883 | 1,309,364 | 1,205,267 | 9 | (179,817,000) | | 2022 | 7,262,410 | (1,906,300) | 2,875,322 | (383,116) | 22 | (229,378,000) |
Pay Versus Performance Table
_____________ (1) The PEO in all reporting years is Faheem Hasnain. The non-PEO NEOs in the 2024 reporting year are Bryan Giraudo and Richard Aranda, M.D. The non-PEO NEOs in the 2023 reporting year are Bryan Giraudo and Bob Smith. The non-PEO NEOs in the 2022 reporting year are Bryan Giraudo and Richard Aranda, M.D. (2) Amounts represent CAP to our PEO and the average CAP to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below). CAP to our NEOs represents the “Total” compensation reported in the SCT for the applicable fiscal year, as adjusted as follows:
Pay Versus Performance Table
| | 2022 | | 2023 | | 2024 | | | Adjustments(a) | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(6,359,885) | $(2,217,405) | $(1,185,725) | $(887,420) | $(1,043,438) | $(409,922) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 1,114,194 | 381,335 | 1,163,964 | 697,241 | 914,944 | 359,442 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | — | — | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (2,681,136) | (1,182,532) | (454,994) | (64,086) | (53,304) | (14,259) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (1,241,883) | (239,836) | (26,350) | 57,086 | 36,087 | 8,567 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | — | (48,564) | — | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | — | — | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | — | 141,646 | — | — | | TOTAL ADJUSTMENTS | $(9,168,710) | $(3,258,438) | $(503,105) | $(104,097) | $(145,711) | $(56,172) |
Pay Versus Performance Table
(a) The fair value of stock options reported for CAP purposes in the Adjustments table is estimated using a Black-Scholes and Monte Carlo option pricing models. These models use both historical data and current market data to estimate the fair value of options and requires several assumptions. The assumptions used in estimating fair value for options (other than Mr. Hasnain’s performance-based options) included in the adjustments calculation are as follows:
Pay Versus Performance Table
| Year | 2022 | 2023 | 2024 | | Volatility | 62.29 - 77.22% | 62.34 - 131.17% | 101.12 - 134.90% | | Expected life (in years) | 2.09 - 5.79 years | 1.96 - 6.01 years | 2.08 - 5.08 years | | Expected dividend yield | —% | —% | —% | | Risk-free rate | 0.73 - 4.72% | 3.37 - 5.04% | 3.42 - 4.85% |
Pay Versus Performance Table
The assumptions used in estimating the fair value of Mr. Hasnain’s performance-based options granted in May 2023, which contain both service-based and market-based vesting conditions, as of the last day of 2024, was determined using the Geometric Brownian Motion/Monte Carlo model and the following assumptions: the company’s common stock price as of December 31, 2023 of $0.91; a six-year continuously compounded equivalent risk-free rate of 3.86%; an expected stock price volatility of 103.89%; a dividend yield of 0%; and an expected term of approximately 6 years. The assumptions used in estimating the fair value of Mr. Hasnain’s performance-based options granted in May 2023, which contain both service-based and market-based vesting conditions, as of the last day of 2024, was determined using the Geometric Brownian Motion/Monte Carlo model and the following assumptions: the company’s common stock price as of December 31, 2024 of $0.90; a five-year continuously compounded equivalent risk-free rate of 4.38%; an expected stock price volatility of 101.19%; a dividend yield of 0%; and an expected term of approximately five years.
Narrative Disclosure to Pay Versus Performance
Narrative Disclosure to Pay Versus Performance