DEF 14A of Pliant Therapeutics, Inc., Apr 22, 2024

DEF 14A of Pliant Therapeutics, Inc.

Filed Apr 22, 2024 · FY20230001746473-24-000057

Open on EDGAR

  1. To be held June 13, 2024

    | | Page | | General Information | 1 | | Proposal No.1– Election of Class I Directors | 4 | | Corporate Governance | 10 | | Director Compensation | 18 | | Proposal No. 2 - To approve, by Non-Binding Advisory Vote, The Resolution Approving Named Executive Officer Compensation | 20 | | Executive Compensation | 21 | | Pay Versus Performance | 34 | | Certain Relationships and Related Party Transactions | 37 | | Principal Stockholders | 38 | | Proposal No. 3 - Ratification of the Appointment Of Deloitte & Touche LLP as Pliant's Independent Registered Public Accounting Firm for the Year Ending December 31, 2024 | 41 | | Report of the Audit Committee | 42 | | Stockholders Proposals | 42 | | Other Matters | 43 |

  2. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS Our Board currently consists of ten members. In accordance with the terms of our certificate of incorporation and bylaws, our Board 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:

  3. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    | •the class I directors standing for election are Hoyoung Huh, M.D., Ph.D., Darren Cline, MBA, and David Pyott, MA, MBA, with current terms expiring at the Annual Meeting; | | •the class II directors are John Curnutte, M.D., Ph.D., Katharine Knobil, M.D., Thomas McCourt and Smital Shah, MBA, with current terms expiring at the Annual Meeting of Stockholders to be held in 2025; and | | •the class III directors are Bernard Coulie, M.D., Ph.D., MBA, Gayle Crowell and Suzanne Bruhn, Ph.D., with current terms expiring at the Annual Meeting of Stockholders to be held in 2026. |

  4. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our Board has nominated each of Hoyoung Huh, M.D., Ph.D., Darren Cline, MBA, and David Pyott, MA, MBA., to stand for election as class I directors. Dr. Huh and Mr. Pyott were previously elected by our stockholders. Mr. Cline joined our Board in 2023, and was appointed following a search process in which nominees were identified by existing members of our Board and a third party search firm engaged by our Nominating and Corporate Governance Committee. The nominees are currently directors and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board.

  5. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following table and narrative information identifies our nominees for class I directors, and sets forth their principal occupation and business experience during the last five years and their ages.

  6. Nominees for Election as Class I Directors

    | Name | Principal Occupation | Director Since | Age | | Hoyoung Huh, M.D., Ph.D. | Retired, previously Managing Director of Konus Advisory Group, Inc. | 2017 | 54 | | Darren Cline, MBA | Previously President and Chief Executive Officer of Epygenix Therapeutics, Inc. | 2023 | 59 | | David Pyott, MA, MBA | Previously Chief Executive Officer of Allergan, Inc. | 2021 | 70 |

  7. Nominees for Election as Class I Directors

    Hoyoung Huh, M.D., Ph.D., has served as Lead Director of our Board since December 2017. He is the founder of pH Pharma and Healthcare & Humanity Foundation. Dr. Huh was a Managing Director of Konus Advisory Group, Inc. from January 2012 to September 2014. Prior to founding Konus Advisory Group, Inc., Dr. Huh was Chief Executive Officer and Chairman of the board of directors of BiPar Sciences, Inc. from February 2008 until December 2010. In addition, Dr. Huh has been involved in the formation, management and board positions of multiple biotechnology and innovation-based companies. He previously served as the Chairman of the board of directors of Geron Corporation from September 2011 to December 2018, and CytomX Therapeutics, Inc. from February 2012 to December 2018, a member of the board of directors of Rezolute, Inc. (f/k/a AntriaBio, Inc.) from 2013 to January 2019, the Chairman of the board of directors of Epizyme, Inc. from October 2009 to February 2012, and as a member of the board of directors of Facet Biotech Corporation, Nektar Therapeutics, Inc., Addex Therapeutics Ltd. and EOS,S.p.A (Milano, Italy). Earlier in his career, Dr. Huh was a partner at McKinsey & Company. He holds A.B. in Biochemistry from Dartmouth College, an M.D. from Cornell University Medical College and a Ph.D. in Cell Biology and Genetics from Cornell University Sloan Kettering Institute. We believe Dr. Huh is qualified to serve on our Board based on his significant leadership experience in and familiarity with the biopharmaceutical industry. Darren Cline, MBA, has served as a member of our Board since March 2023. He most recently was president and chief executive officer of Epygenix Therapeutics, Inc., a biopharmaceutical company, where he served from March 2022 to March 2023. Prior to this, he served as the U.S. chief commercial officer and member of the executive committee for Greenwich Bioscience, the U.S. subsidiary of GW Pharmaceuticals, a British pharmaceutics company, from April 2019 through December 2021. Between October 2010 and March 2019, Mr. Cline served as executive vice president, commercial at Seattle Genetics, Inc., a biotechnology company, where he oversaw all marketing, sales, and managed markets. Prior to Seattle Genetics, between October 2006 and October 2009, Mr. Cline was at Alexion Pharmaceuticals, where he was part of the commercial leadership team. Mr. Cline received his undergraduate degree from San Diego State University and his MBA from Pepperdine University. We believe Mr. Cline is qualified to serve on our Board due to his extensive biopharmaceutical commercial and leadership experience. David Pyott, MA, MBA, has served as a member of our Board since January 2021. He most recently served as chairperson and Chief Executive Officer of Allergan, Inc., a pharmaceutical company that is now part of AbbVie Inc., from 1998 to 2015. Prior to Allergan, he held the role of Head of the Novartis Nutrition Division and served as a member of the Executive Committee of Switzerland-based Novartis AG. He currently serves as a member of the board of directors of Alnylam Pharmaceuticals and BioMarin Pharmaceutical, and is a member of the Supervisory Board of Royal Philips in the Netherlands, a public diversified health technology company. He serves as chairperson of the Governing Board of the London Business School, a Trustee of the California Institute of Technology and Vice President of the Ophthalmology Foundation. He holds a Diploma in International and European Law from the Europa Institute at the University of Amsterdam, an Honorary Degree in Medicine and a Master of Arts degree from the University of Edinburgh, and a Master of Business Administration degree from the London Business School. We believe Mr. Pyott is qualified to serve on our Board due to his extensive experience in the life sciences industry. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. The board of directors recommends voting “FOR” the election of Hoyoung Huh, M.D., Ph.D., Darren Cline, MBA and David Pyott, MA, MBA as the class I directors, to serve for a three-year term ending at the Annual Meeting of Stockholders to be held in 2027.

  8. Directors Continuing in Office

    Directors Continuing in Office The following table and narrative information identifies our directors continuing in office, and sets forth their principal occupation and business experience during the last five years and their ages.

  9. Directors Continuing in Office

    | Name | Principal Occupation | Director Since | Class and Year in Which Term Will Expire | Age | | John Curnutte, M.D., Ph.D. | Retired, previously Executive Vice President of Research and Development at Portola Pharmaceuticals, Inc. | 2017 | Class II—2025 | 72 | | Katharine Knobil, M.D. | Previously Chief Medical Officer of Agilent Technologies Inc. | 2022 | Class II—2025 | 60 | | Thomas McCourt | Chief Executive Officer of Ironwood Pharmaceuticals, Inc. | 2023 | Class II—2025 | 66 | | Smital Shah, MBA | Previously Chief Business and Financial Officer at ProQR Therapeutics NV | 2019 | Class II—2025 | 48 | | Bernard Coulie, M.D., Ph.D., MBA | President, Chief Executive Officer of the Company | 2016 | Class III—2026 | 58 | | Gayle Crowell | Previously Chief Executive Officer of Rightpoint Software | 2019 | Class III—2026 | 73 | | Suzanne Bruhn, Ph.D. | Chief Executive Officer of the Charcot-Marie-Tooth Association | 2016 | Class III—2026 | 60 |

  10. Class II Directors (Terms Expire at 2025 Annual Meeting of Stockholders)

    Class II Directors (Terms Expire at 2025 Annual Meeting of Stockholders) John Curnutte, M.D., Ph.D., has served as a member of our Board since August 2017. From February 2011 through his retirement in May 2019, Dr. Curnutte served as Executive Vice President of Research and Development at Portola Pharmaceuticals, Inc., a biopharmaceutical company developing product candidates for thrombosis and other hematologic diseases. He remains a consultant to Portola/Alexion/AstraZeneca. Prior to that, Dr. Curnutte served as the Chief Executive Officer of 3-V Biosciences, Inc., a biotechnology company. Earlier in his career, he served as a President of Schering-Plough Biopharma (formerly DNAX Research Institute) and previously held several senior management positions at Genentech, Inc., a biotechnology company. Prior to Genentech, Dr. Curnutte was a tenured faculty member at The Scripps Research Institute, pursuing basic and clinical research in inflammation biochemistry and the molecular genetics of congenital immune deficiencies. He was an adjunct clinical professor of pediatrics at Stanford University School of Medicine and a member of the medical staff from 1993 to 2013. From May 2015 to June 2016, Dr. Curnutte served as a member of the board of directors of Diadexus, Inc., a cardiovascular diagnostics company, and from August 2019 to January 2024, he served as a member of the board of directors of Orchard Therapeutics, a company focused on hematopoietic stem cell gene therapy, until its acquisition by Kyowa Kirin. Dr. Curnutte holds an A.B. in Biochemistry and Molecular Biology from Harvard University and an M.D. and a Ph.D. in Biological Chemistry from Harvard Medical School. We believe Dr. Curnutte is qualified to serve on our Board based on his extensive experience in the biopharmaceutical industry, including his operational experience in drug discovery and development. Katharine Knobil, M.D., has served as a member of our Board since September 2022. From April 2021 to January 2024, Dr. Knobil served as Chief Medical Officer of Agilent Technologies Inc., a laboratory products and software company. Dr. Knobil previously served as Chief Medical Officer and Head of Research & Development at Kaleido Biosciences, Inc., a clinical-stage healthcare company targeting the microbiome to treat disease and improve health, from December 2018 to January 2021. Dr. Knobil spent more than 20 years in roles of increasing responsibility at GlaxoSmithKline plc (GSK), a pharmaceutical company, most recently serving as the corporate Chief Medical Officer from December 2017 to December 2018, overseeing medical affairs, health outcomes, global clinical safety and medical governance across the pharmaceutical, vaccines, and consumer businesses. Previously she was Chief Medical Officer for Pharmaceuticals at GSK from November 2015 to December 2017, and prior to that was senior vice president, value evidence and outcomes. Dr. Knobil first joined GSK in 1997 as a research physician in respiratory clinical development, and subsequently held a number of roles, including leading the European respiratory clinical team, and building the late-stage clinical development for all therapeutic areas in China. Dr. Knobil was named one of 2018’s Fiercest Women in Life Sciences by FiercePharma. She has served on the board of directors of the National Health Council and has been active with the National Academies of Sciences, Engineering, and Medicine, and the Patient Centered Outcomes Research Institute. Dr. Knobil currently serves on the board of directors of Marker Therapeutics, Inc. since December 2021 and on the board of directors of Nimbus Therapeutics, LLC since February 2024. She was on the board of directors of Arena Pharmaceuticals, Inc. from June 2020 to March 2022. Dr. Knobil received her B.A. from Cornell University, her M.D. from University of Texas Southwestern Medical School, and completed a Fellowship in Pulmonary and Critical Care Medicine at the Johns Hopkins Medical School. We believe Dr. Knobil is qualified to serve on our Board due to her extensive experience in drug development in the life sciences industry and her leadership experience as a life sciences executive and board member. Thomas McCourt has served on our Board since March 2023. Mr. McCourt currently serves as chief executive officer and member of the board of directors of Ironwood Pharmaceuticals, Inc., a biopharmaceutical company focused on gastrointestinal therapies, where he has served since June 2021. Mr. McCourt had previously served as president and interim chief executive officer of Ironwood from March 2021 to June 2021 and as president from April 2019 to June 2021. Prior to April 2019, Mr. McCourt served as Ironwood’s senior vice president of marketing and sales and chief commercial officer since joining Ironwood in 2009. Prior to joining Ironwood, Mr. McCourt led the U.S. brand team for denosumab at Amgen Inc. from 2008 to 2009. Prior to that, Mr. McCourt was with Novartis AG from 2001 to 2008, where he held a number of senior commercial roles, including vice president of strategic marketing and operations. Mr. McCourt was also part of the founding team at Astra-Merck Inc., leading the development of the medical affairs and science liaison group and then serving as brand manager. Mr. McCourt serves on the board of trustees for the American Society of Gastrointestinal Endoscopy. Mr. McCourt previously served on the board of directors of Acceleron Pharma Inc. prior to its acquisition by Merck in November 2021. Mr. McCourt received a B.S. in Pharmacy from the University of Wisconsin. We believe Mr. McCourt is qualified to serve on our Board due to his extensive biopharmaceutical commercial and leadership experience. Smital Shah, MBA, has served as a member of our Board since March 2019. She currently is an independent Chief Financial Officer/Chief Business Officer consultant working with multiple biotech and life sciences companies on finance and business development strategy and operations. From October 2014 to December 2022, Ms. Shah served as Chief Business and Financial Officer at ProQR Therapeutics, a publicly traded biotech company, overseeing all the business functions that included finance, communications, commercial, business development and legal. Previously, Ms. Shah managed the multi-billion-dollar debt, cash and investment portfolios of Gilead Sciences, Inc. Prior to Gilead, she was an investment banker at Leerink Partners and JP Morgan focused on capital raising and strategic transactions in the biotechnology space. Previously, Ms. Shah held various research and development roles at Johnson & Johnson Company. Ms. Shah also served on the Board of Directors and was Chair of the Audit Committee at Graphite Bio from April 2021 until its merger with Lenz Therapeutics in March 2024. She holds a B.S. in Chemical Engineering from the University of Mumbai, a M.S. in Chemical Engineering from Virginia Tech and an MBA from the University of California, Berkeley Haas School of Business. We believe Ms. Shah is qualified to serve on our Board due to her extensive experience in the life sciences industry and her leadership experience as a senior financial executive.

  11. Class III Directors (Terms Expire at 2026 Annual Meeting of Stockholders)

    Class III Directors (Terms Expire at 2026 Annual Meeting of Stockholders) Bernard Coulie, M.D., Ph.D., MBA, has served as our President and Chief Executive Officer and as a Director since February 2016. Prior to joining Pliant, Dr. Coulie cofounded ActoGeniX N.V., a biopharmaceutical company, and held roles of increasing responsibility there, including as Vice President R&D, Chief Medical Officer, and Chief Executive Officer, from September 2006 until February 2015, when it was acquired by Intrexon Corporation. Prior to cofounding ActoGeniX, Dr. Coulie held various positions with increasing responsibilities in drug discovery and clinical development at Johnson & Johnson Pharmaceutical Research and Development Europe. Dr. Coulie previously served as a director of ActoGeniX from April 2010 until February 2015, Biogazelle N.V. from July 2015 until November 2018 and Myoscience from June 2016 until March 2019. Dr. Coulie is currently serving as a director and Chairman of Dualyx NV and a director and Chairman of SQZ Biotechnologies. He is also a member of the board of directors of Septerna, Inc., a private biotechnology company, and Charcot-Marie-Tooth Association, a patient advocacy organization dedicated to the development of new drugs to treat Charcot-Marie-Tooth disease. He previously served as a director and Chairman of CalypsoBV from February 2019 to January 2024. Dr. Coulie holds an M.D. and Ph.D. from the University of Leuven, Belgium and an MBA from the Vlerick Management School, Leuven, Belgium. We believe that Dr. Coulie is qualified to serve on our Board based on our review of his experience and expertise in operations management and executive leadership at various biopharmaceutical companies. Gayle Crowell has served as a member of our Board since December 2019. Ms. Crowell serves as a member of the board of directors of Envestnet, Inc., a role she has held since March 2016. Prior to that she served as lead independent director of Yodlee, Inc. from March 2014 to November 2015 and as a member of the Yodlee, Inc. board of directors from July 2002 until November 2015, when Yodlee, Inc. was acquired by Envestnet. Ms. Crowell also has served on the board of directors of Hercules Technology Growth Capital since February 4, 2019. Ms. Crowell served as an operational business consultant for Warburg Pincus LLC, a private equity firm, from June 2001 to January 2019. Ms. Crowell served as the CEO of RightPoint Software from 1998 to 2000 when it was acquired by E.piphany, Inc., a developer of customer relationship management software. From January 2000 to June 2001, Ms. Crowell served as president and board member of E.piphany, which was acquired by SSA Global Technologies, Inc. in September 2005. In addition, Ms. Crowell also currently serves on the board of directors of Fexa, a facilities management software platform provider, as Lead Director since August 2023; Instinct Science, a cloud-based record management system for veterinary offices and hospitals, where Ms. Crowell serves as Executive Chair, since April 2022; and Centerbase, a management software solution company, where Ms. Crowell serves as Executive Chair, since October 2022. Ms. Crowell previously served as a director of Dude Solutions from March 2014 to June 2019 and a director of MecuryGate International from August 2014 to August 2018. Ms. Crowell has extensive director experience as a public and private board member, having served as a chairperson, lead director or independent director for over twenty-five public and private corporations driving value creation at the highest level for customers, employees and shareholders alike. Ms. Crowell received an undergraduate degree in education from the University of Nevada at Reno. We believe Ms. Crowell is qualified to serve on our Board based on her extensive leadership experience as a board member and senior executive of other private and public companies. Suzanne Bruhn, Ph.D., has served as a member of our Board since July 2016. Dr. Bruhn currently serves as Chief Executive Officer of the Charcot-Marie-Tooth Association (CMTA), a patient advocacy organization dedicated to the development of new drugs to treat CMT, a rare progressive and debilitating peripheral neuropathy. Previously, Dr. Bruhn was President and Chief Executive Officer of Tiaki Therapeutics, a preclinical biotechnology company, from May 2019 until October 2023. Prior to that, Dr. Bruhn served as President and Chief Executive Officer of Proclara Biosciences, Inc, a clinical-stage biotechnology company, from April 2017 until September 2018. Prior to Proclara, Dr. Bruhn served as President and Chief Executive Officer of Promedior, Inc., a private clinical-stage biotech company developing targeted therapies to treat diseases involving fibrosis, from May 2012 until November 2015. Prior to Promedior, she spent 13 years at Shire Human Genetic Therapies (HGT), a division of Shire PLC, specializing in the development and commercialization of treatments for orphan diseases, where she held a series of positions of increasing responsibility including senior vice president of strategic planning and program management, and head of global regulatory affairs. She currently serves on the board of directors of Travere Therapeutics, Inc., a publicly traded commercial biotechnology company, since April 2020, Vigil Neuroscience, a publicly traded biotechnology company, since July 2022, and MindMed, publicly traded biotechnology company, since August 2022. She previously served as a member of the board of directors of Aeglea BioTherapeutics, Inc, a publicly traded biotherapeutics company, from February 2017 to August 2020, Novelion Therapeutics, Inc, a publicly traded pharmaceutical company, from October 2017 to January 2020, Raptor Pharmaceuticals Corp., a publicly traded pharmaceutical company, from April 2011 until it was acquired by Horizon Pharma plc in October 2016, and Avalo Therapeutics, Inc. (fka Cerecor Inc.), a publicly traded pharmaceutical company, from April 2020 to December 2021. She holds a B.S. in Chemistry from Iowa State University and a Ph.D. in Chemistry from Massachusetts Institute of Technology and completed her postdoctoral fellowship in the department of human genetics at Harvard Medical School. We believe Dr. Bruhn is qualified to serve on our Board based on her extensive expertise and experience in the biopharmaceutical industry, including her expertise in the development of treatments for rare diseases and diseases involving fibrosis.

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the fiscal year ended December 31, 2023. Dr. Coulie, who is our President and Chief Executive Officer, did not receive any additional compensation for his service as a director. The compensation received by Dr. Coulie, as our President and Chief Executive Officer, is presented in “Executive Compensation—2023 Summary Compensation Table.”

  13. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Suzanne Bruhn,Ph.D.(2) | 54,750 | 222,460 | 277,210 | | Gayle Crowell (3) | 56,250 | 222,460 | 278,710 | | John Curnutte, M.D., Ph.D.(4) | 49,500 | 222,460 | 271,960 | | Darren Cline, MBA(5) | 39,306 | 709,320 | 748,626 | | Thomas McCourt(6) | 37,250 | 709,320 | 746,570 | | Hoyoung Huh, M.D., Ph.D.(7) | 74,250 | 222,460 | 296,710 | | Katharine Knobil, M.D.(8) | 52,750 | 222,460 | 275,210 | | David Pyott, MA, MBA(9) | 53,000 | 222,460 | 275,460 | | Smital Shah, MBA (10) | 55,500 | 222,460 | 277,960 |

  14. DIRECTOR COMPENSATION

    (1)The amounts reported represent the aggregate grant date fair value of the stock option awards granted to the non-employee directors in the fiscal year ended December 31, 2023, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option awards reported in this column are set forth in note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for these stock option awards and may not correspond to the actual economic value that may be received by the non-employee directors upon the exercise of the stock option awards or any sale of the underlying shares of common stock. (2)As of December 31, 2023, Dr. Bruhn held options to purchase 63,348 shares of our common stock. (3)As of December 31, 2023, Ms. Crowell held options to purchase 67,460 shares of our common stock. (4)As of December 31, 2023, Dr. Curnutte held options to purchase 63,354 shares of our common stock. (5)Mr. Cline joined the Board on March 8, 2023 and received his initial grant of stock options and pro-rated cash fees to reflect his partial-year of service. Mr. Cline also received an annual grant of stock options alongside all other non-employee directors. As of December 31, 2023, Mr. Cline held options to purchase 36,000 shares of our common stock. (6)Mr. McCourt joined the Board on March 8, 2023 and received his initial grant of stock options and pro-rated cash fees to reflect his partial-year of service. Mr. McCourt also received an annual grant of stock options alongside all other non-employee directors. As of December 31, 2023, Mr. McCourt held options to purchase 36,000 shares of our common stock. (7)As of December 31, 2023, Dr. Huh held options to purchase 42,286 shares of our common stock. (8)As of December 31, 2023, Dr. Knobil held options to purchase 44,000 shares of our common stock. (9)As of December 31, 2023, Mr. Pyott held options to purchase 68,859 shares of our common stock. (10)As of December 31, 2023, Ms. Shah held options to purchase 81,767 shares of our common stock.

  15. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In 2023, our Board adopted an amended and restated non-employee director compensation policy. The policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the amended and restated policy, our non-employee directors will be eligible to receive cash retainers (which will be prorated for partial years of service) and equity awards as set forth below:

  16. Non-Employee Director Compensation Policy

    | | Before December 4, 2023 | As of December 4, 2023 | | Annual Retainer for Board Membership | | | | Annual service on the Board | $40,000 | $40,000 | | Additional retainer for annual service as non-executive chairperson or lead director of the Board | $30,000 | $30,000 | | Additional Annual Retainer for Committee Membership | | | | Annual service as audit committee chairperson | $15,000 | $17,000 | | Annual service as member of the audit committee (other than chair) | $7,500 | $8,500 | | Annual service as compensation committee chairperson | $10,000 | $12,000 | | Annual service as member of the compensation committee (other than chair) | $5,000 | $6,000 | | Annual service as nominating and corporate governance committee chairperson | $8,000 | $10,000 | | Annual service as member of the nominating and corporate governance committee (other than chair) | $4,000 | $5,000 | | Annual service as research and development committee chairperson | $8,000 | $10,000 | | Annual service as member of the research and development committee (other than chair) | $4,000 | $5,000 |

  17. Non-Employee Director Compensation Policy

    In addition, our policy provides that, upon initial election or appointment to our Board, each new non-employee director will receive an initial, one-time grant of a non-statutory stock option to purchase shares of the Company’s Common Stock with a grant date value of $500,000, based on the average closing market price calculated over a trailing 30-day period (the “Director Initial Grant”) with an exercise price per share equal to the closing price of a share of the Company’s Common Stock on the date of grant. The Director Initial Grant will vest in substantially equal monthly installments over three years beginning on the grant date. On the date of the Company’s Annual Meeting of Stockholders, each non-employee director who will continue as a member of the Board following such Annual Meeting of Stockholders will receive an annual grant of a non-statutory stock option to purchase shares of the Company’s Common Stock with a grant date value of $250,000, based on the average closing market price calculated over a trailing 30-day period (the “Director Annual Grant”) on the date of such Annual Meeting of Stockholders with an exercise price per share equal to the closing price of a share of the Company’s Common Stock on the date of grant. The Director Annual Grant will vest in equal quarterly installments over one year and will vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the next Annual Meeting of Stockholders. The Director Initial Grant and Director Annual Grant are subject to full acceleration of vesting upon the sale of our company and will cease vesting if the director resigns from our Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year (with the value of equity compensation based on the grant date fair value thereof). We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof.

  18. Comparison to Relevant Peer Group

    Comparison to Relevant Peer Group To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee of the Board (the "Committee"), which is responsible for overseeing the Company's executive compensation program, reviews market data for peer group companies. The Committee believes that our executive compensation peer group should reflect the markets in which the Company competes for business, executive talent and capital and selects companies based on the following peer selection criteria: •Industry: Public U.S. Pre-Commercial Biopharma Organizations •Company Profile: Predominantly in Phase 2 and Phase 3 Clinical Trials •Market Capitalization: $300 million to $2.75-billion •Number of employees: up to 325 •Companies located in biotech talent hubs In selecting companies for our peer group, the Committee considers recommendations from Aon. The Committee approved the peer group of companies set forth below to evaluate 2023 executive compensation decisions. For 2023, as a result of continuing market volatility in the biotech industry, Aon recommended, and our Compensation Committee approved a number of changes to the peer group that was used to evaluate 2022 compensation, which included the following: (i) the removal of 89bio, Aeglea BioTherapeutics, Aligos Therapeutics, Annexon, AVROBIO, CytomX Therapeutics, Poseida Therapeutics, Praxis Precision Medicines and Quince Therapeutics (fka Cortexyme) due to market capitalization falling below selection criteria; (ii) the removal of Dicerna Pharmaceuticals due to acquisition; (iii) the removal of Eiger BioPharmaceuticals due to industry and company profile; and (iv) the addition of Akero Therapeutics, ALX Oncology, Day One Biopharmaceuticals, Erasca, Gossamer Bio, Imago BioSciences, Inhibrx, Iovance Biotherapeutics, Kura Oncology, NGM Biopharmaceuticals, Prometheus Biosciences, RAPT Therapeutics, Ventyx Biosciences and Viridian Therapeutics due to market capitalization, company profile and geographic considerations. 1. Akero Therapeutics 2. ALX Oncology 3. Crinetics Pharmaceuticals 4. Day One Biopharmaceuticals 5. Erasca 6. Gossamer Bio 7. Imago BioSciences 8. Inhibrx 9. Iovance Biotherapeutics 10. KalVista Pharmaceuticals 11. Kezar Life Sciences 12. Kura Oncology 13. Morphic 14. NGM Biopharmaceuticals 15. Prometheus Biosciences 16. Protagonist Therapeutics 17. RAPT Therapeutics 18. Replimune Group 19. Rocket Pharmaceuticals 20. Scholar Rock 21. Tarsus Pharmaceuticals 22. Ventyx Biosciences 23. Viridian Therapeutics For 2023, the Committee considered market pay practices to assess the overall competitiveness and reasonableness of the Company’s executive compensation program. While the Committee considers relevant market pay practices when setting executive compensation, it does not believe it is appropriate to establish compensation levels based only on market practices. The Committee believes that compensation decisions are complex and require a deliberate review of Company and individual performance and peer compensation levels.

  19. Executive Compensation Philosophy

    | 2023 Pay Elements | | | | | | | Base Salary | Annual Cash Incentive Awards | Equity Awards | | | Who Receives | All Named Executive Officers | | | | | When Granted | Annually | | | | | Form of Delivery | Cash | | Stock options | Restricted stock units ("RSUs") | | Type of Performance | Short term emphasis | | Long-term emphasis | Long-term emphasis | | Performance/Vesting Period | N/A | 1 year | 4 year time-vesting | 3 year time-vesting | | How Payout Determined | Committee determination | Based on established corporate objectives, as well as certain other qualitative factors considered by the Committee in its discretion. 2023 performance measures related to clinical, operational and financial performance goals. | Based upon stock price appreciation between grant and exercise | Based upon stock price at vesting |

  20. Base Salary

    Base Salary Base salaries are benchmarked against our peer group and intended to provide a level of compensation sufficient to attract and retain an effective management team in the highly competitive biotechnology talent market, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our Named Executive Officers are designed to reflect each executive officer’s scope of responsibility and accountability with us and are adjusted annually after reviewing market data and individual performance. The table below sets forth the 2022 and 2023 base salary level for each of our Named Executive Officers:

  21. Annual Cash Incentives

    Annual Cash Incentives During 2023, we provided our senior leadership team with annual cash incentive compensation through our cash bonus plan. Cash incentives hold executives accountable, rewards the executives based on actual business results and helps create a “pay for performance” culture. Our cash bonus plan provides cash incentive award opportunities for the achievement of performance goals established by the Committee at the beginning of the fiscal year. Payouts to participants vary based on performance as compared to the target performance goals recommended by the Committee and considered and approved by the Board, with such modifications as the Board determines to be appropriate. The Committee also retains discretion to adjust payouts for any factors it deems appropriate. For 2023, the target bonus opportunities for Dr. Coulie and our other Named Executive Officers under the cash bonus plan were unchanged from 2022, at 55% and 40%, respectively. The Committee undertakes a rigorous review and analysis to establish performance goals under the cash bonus plan, with the performance goals linked to our operating strategy and key measures of the Company’s success in executing against its strategic operating plan. For 2023, the Committee established performance goals relating to pre-clinical, clinical, regulatory and program-related metrics (weighted 70%, with the ability to earn an additional 10% of the bonus pool for clinical, program and regulatory metrics) and financial and operational metrics (weighted 30%, with the ability to earn an additional 10% of the bonus pool for the financial and operational metrics). Each goal category had a number of sub-goals, such as program, product and candidate advancement, with a total of twelve sub-goals having a target weighting ranging from 5% to 20%. The goals were designed to be challenging, but achievable with the coordinated, cross-functional focus and effort by the executive team. In determining 2023 performance, the Committee considered the Company’s achievement against the pre-established performance goals, clinical developments relating to certain of the Company’s programs as well as the release of positive clinical data, strong enrollment performance and a strong cash position. Based on the Company’s performance, the Committee approved a 100% bonus pool funding with respect to the 2023 cash bonus plan, with the ability to differentiate payouts on an individual basis based on qualitative assessment of individual performance. For 2023, the annual bonus payment for the President and Chief Executive Officer was based 100% on corporate performance, and the annual bonus payment for the other Named Executive Officers also included an individual performance component. During 2023, Drs. Lefebvre and Cummings had significant individual achievements in clinical development and corporate financing, respectively, resulting in above-target payouts for their 2023 bonuses. The table below sets forth the target bonus opportunities for each of the Named Executive Officers (each expressed as a percentage of base salary and in dollars), as well as the actual bonus payment amount:

  22. Annual Cash Incentives

    | Named Executive Officer | Target Bonus (%) | Target Bonus ($) | Actual Payment ($) | | Bernard Coulie, M.D., Ph.D., MBA | 55% | 335,665 | 335,665 | | Keith Cummings, M.D., MBA | 40% | 181,120 | 217,344 | | Éric Lefebvre, M.D. | 40% | 200,120 | 220,131 | | Hans Hull, J.D. | 40% | 170,920 | 170,920 | | Mike Ouimette, J.D. | 40% | 170,360 | 170,360 |

  23. Equity Incentive Program

    Equity Incentive Program To further align the interests of our executive officers with the interests of our stockholders and to further focus our executive officers on our long-term performance, we have granted equity compensation in the form of time-vested stock options and RSUs. The 2023 equity grants were determined based on individual performance, input of the Committee’s independent compensation consultant, and the Committee’s review of the public company market data described above, with the general goal of aligning equity compensation between the 50th and 75th percentiles of the market data. Based on input from the Committee's independent compensation consultant as well as the grant practices at our peers, in 2023, the Committee awarded the following stock option and RSU grants to the Named Executive Officers, with the stock options vesting in 48 monthly installments and the RSUs vesting annually over a three year period, both subject to the recipient’s continued service through each vesting date:

  24. Equity Incentive Program

    | Named Executive Officer | Stock Options (#) | RSU (#) | | Bernard Coulie, M.D., Ph.D., MBA | 206,300 | 146,300 | | Keith Cummings, M.D., MBA | 76,200 | 54,000 | | Éric Lefebvre, M.D. | 80,000 | 57,000 | | Hans Hull, J.D. | 76,200 | 54,000 | | Mike Ouimette, J.D. | 55,000 | 39,000 |

  25. Incentive Program PSUs

    Incentive Program PSUs In July 2022, the Committee approved Incentive Program PSUs outside of the annual grant cycle in order to support the retention of key talent through the achievement of key clinical milestones for the Company. Under this incentive program, each of the Named Executive Officers received performance-based restricted stock units ("PSUs") with vesting tied to clinical and relative total shareholder return goals, with performance measured through the second quarter of 2024. The vesting of 50% of the Incentive Program PSUs was tied to the achievement of three operational performance goals relating to IPF. In March 2023, the second operational goal relating to the progression of our clinical trial in IPF was achieved, and in July 2023, the third operational goal also relating to the progression of our clinical trial in IPF was achieved, resulting in an aggregate vesting for the operational performance goal PSUs of 200% of target across all three operational goal achievements. Vesting of the remaining 50% of the Incentive Program PSUs is tied to the Company’s total shareholder return relative to the Nasdaq Biotechnology Index which will be measured through the second quarter of 2024.

  26. Severance Arrangements

    Severance Arrangements The Company generally executes an offer of employment before an executive joins the Company. This offer describes the basic terms of the executive’s employment, including his or her start date, starting salary, annual incentive target, initial equity grants and, in some cases, severance entitlements. In addition, we maintain an Executive Severance Plan (the “Severance Plan”), in which our Named Executive Officers, and certain other executives, participate. The benefits provided in the Severance Plan replaced any severance for which our Named Executive Officers may be eligible under their existing offer letters or other agreements or arrangements, except to the extent such offer letters or other agreements, or arrangements provide for greater benefits. The Severance Plan helps accomplish the Company’s compensation philosophy of attracting and retaining exemplary talent as it was designed to be aligned with competitive market practices. In addition, the Severance Plan reduces the need to negotiate individual severance arrangements with departing executives and protects our executives from termination for circumstances not of their doing. The Committee also believes the Severance Plan promotes management independence and helps retain, stabilize, and focus the executive officers in the event of a change-in-control. Please see the “Executive Compensation—Employment, Severance and Change in Control Agreements” section of this Proxy Statement for further information regarding the Severance Plan, including the treatment of awards upon qualifying termination events or a change-in-control.

  27. Clawback Policy

    Clawback Policy The Company maintains a clawback policy, which applies to individuals designated by the Board as executive officers for purposes of Section 16 of the Exchange Act. Our policy generally provides that, in the event that (i) an incentive compensation payment or award (or the vesting of such award) was based upon the achievement of financial results that were subsequently the subject of a restatement to correct an accounting error due to material noncompliance with any financial reporting requirement under the federal securities laws and (ii) a lower incentive compensation payment or award would have been made to such officer (or lesser or no vesting would have occurred with respect to such award) based upon the restated financial results, then we will recover the excess cash or equity-based incentive compensation received by such officer during the three fiscal years preceding the date on which we were required to prepare the restatement. Our policy is separate from and in addition to requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to our Chief Executive Officer and Chief Financial Officer. This policy was amended and restated by the Committee to reflect the final Nasdaq listing rules adopted to implement the compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

  28. Guidance from Independent Compensation Consultant

    Guidance from Independent Compensation Consultant Our Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. Aon provided services related to the review of the 2023 compensation adjustments including a review of peer group compensation data, awards under our equity incentive program, the setting of performance goals in our annual incentive plan, an analysis of the relationship between the Company's pay and performance relative to peers, trends and tax and regulatory developments with respect to executive compensation, our compensation peer group, and our non-employee director compensation program. Beginning in July 2023, the Committee retained Pearl Meyer, an independent compensation and leadership consulting firm, to succeed Aon as the external compensation consultant. During its tenure, Aon was retained by and reported to the Compensation Committee and, at the request of the Committee, participated in Committee meetings. Similarly, Pearl Meyer is retained by and continues to report to the Compensation Committee and, at the request of the Committee, participates in Committee meetings. Based on consideration of the various factors set forth in applicable Nasdaq and SEC rules, the Committee does not believe that its relationship with either Aon or Pearl Meyer or either firm's work on behalf of the Committee has raised any conflicts of interests.

  29. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table shows for the fiscal year ended December 31, 2023, 2022 and 2021 compensation awarded to or paid to or earned by our Named Executive Officers.

  30. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Bernard Coulie, M.D., Ph.D., MBA President, Chief Executive Officer and Director | 2023 | 610,300 | 5,069,295 | 5,099,736 | 335,665 | 51,003 | 11,165,999 | | | 2022 | 586,800 | 6,424,000 | 3,444,100 | 440,000 | 32,815 | 10,927,715 | | | 2021 | 556,200 | — | 4,301,775 | 321,206 | 42,172 | 5,221,353 | | Keith Cummings, M.D., MBA Chief Financial Officer | 2023 | 452,800 | 1,871,100 | 1,883,664 | 217,344 | 14,000 | 4,438,908 | | | 2022 | 427,200 | 1,810,400 | 970,610 | 222,144 | 13,000 | 3,443,354 | | | 2021 | 401,700 | — | 1,277,627 | 192,816 | 11,600 | 1,883,743 | | Éric Lefebvre, M.D. Chief Medical Officer | 2023 | 500,300 | 1,975,050 | 1,977,600 | 220,131 | 13,980 | 4,687,061 | | | 2022 | 481,100 | 2,044,000 | 1,095,850 | 269,416 | 12,971 | 3,903,337 | | | 2021 | 455,981 | — | 1,260,420 | 246,230 | 11,600 | 1,974,231 | | Hans Hull, J.D. Chief Business Officer | 2023 | 427,300 | 1,871,100 | 1,883,664 | 170,920 | 4,293 | 4,357,277 | | | 2022 | 407,000 | 1,642,517 | 880,594 | 211,640 | 13,000 | 3,154,751 | | | 2021 | 385,735 | — | 1,071,142 | 185,153 | 11,600 | 1,653,630 | | Mike Ouimette, J.D. General Counsel and Corporate Secretary | 2023 | 425,900 | 1,351,350 | 1,359,600 | 170,360 | 9,768 | 3,316,978 | | | 2022 | 398,000 | 1,270,206 | 680,993 | 191,040 | 2,009 | 2,542,248 | | | 2021 | 362,693 | — | 267,054 | 174,092 | 1,200 | 805,039 |

  31. 2023 Summary Compensation Table

    (1) For 2023, the amounts shown represent the aggregate grant date fair value of the RSUs granted under the 2020 Stock Option and Incentive Plan (the “2020 Plan”) to each of the Company’s Named Executive Officers, computed in accordance with FASB ASC Topic 718 based on the closing stock price on the date of grant. The amounts reported in this column reflect the accounting cost for these RSU awards and may not correspond to the actual economic value that may be received by our Named Executive Officers upon the vesting of the RSU awards or any sale of the underlying shares of common stock. (2) Reflects the aggregate grant date fair value of the stock option awards, computed in accordance with the FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the 2023 stock option awards reported in this column are set forth in note 11 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for these stock option awards and may not correspond to the actual economic value that may be received by our Named Executive Officers upon the exercise of the stock option awards or any sale of the underlying shares of common stock. (3) For 2023, represents cash amounts earned by our Named Executive Officers under our annual cash incentive program, based on the Company’s achievement of certain corporate performance goals and, in the case of the Named Executive Officers other than Dr. Coulie, the Named Executive Officers’ individual performance. (4) The amount reported for each Named Executive Officer represents the matching contributions made by the Company under its 401(k) plan during the year, and in the case of Dr. Coulie, the amount reported also includes personal travel reimbursements and related tax gross-ups of $20,000 and $17,003, respectively, paid by the Company pursuant to his employment agreement.

  32. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table shows for the fiscal year ended December 31, 2023 certain information regarding grants of plan-based awards to the Named Executive Officers:

  33. Grants of Plan-Based Awards for Fiscal Year 2023

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Number of Shares of Stock Units (#)(2) | Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Target ($) | Maximum ($) | | | | | | Bernard Coulie, M.D., Ph.D., MBA | | | | | | | | | 2023 Annual Cash Incentive | — | 335,665 | 503,498 | — | — | — | — | | Stock Options | 1/25/2023 | — | — | — | 206,300 | 34.65 | 5,099,736 | | RSUs | 1/25/2023 | — | — | 146,300 | — | — | 5,069,295 | | Keith Cummings, M.D., MBA | | | | | | | | | 2023 Annual Cash Incentive | — | 181,120 | 271,680 | — | — | — | — | | Stock Options | 1/25/2023 | — | — | — | 76,200 | 34.65 | 1,883,664 | | RSUs | 1/25/2023 | — | — | 54,000 | — | — | 1,871,100 | | Éric Lefebvre, M.D. | | | | | | | | | 2023 Annual Cash Incentive | — | 200,120 | 300,180 | — | — | — | — | | Stock Options | 1/25/2023 | — | — | — | 80,000 | 34.65 | 1,977,600 | | RSUs | 1/25/2023 | — | — | 57,000 | — | — | 1,975,050 | | Hans Hull, J.D. | | | | | | | | | 2023 Annual Cash Incentive | — | 170,920 | 256,380 | — | — | — | — | | Stock Options | 1/25/2023 | — | — | — | 76,200 | 34.65 | 1,883,664 | | RSUs | 1/25/2023 | — | — | 54,000 | — | — | 1,871,100 | | Mike Ouimette, J.D. | | | | | | | | | 2023 Annual Cash Incentive | — | 170,360 | 255,540 | — | — | — | — | | Stock Options | 1/25/2023 | — | — | — | 55,000 | 34.65 | 1,359,600 | | RSUs | 1/25/2023 | — | — | 39,000 | — | — | 1,351,350 |

  34. Grants of Plan-Based Awards for Fiscal Year 2023

    (1) The amounts shown for the 2023 Annual Cash Incentives reflect estimated payouts for the fiscal year ended December 31, 2023 under the Company’s annual cash incentive program based on achievement of performance goals established by the Compensation Committee at the beginning of the fiscal year. Please see “Compensation Discussion & Analysis - Compensation of Named Executive Officers – Annual Cash Incentives” for further information regarding the 2023 annual cash incentives. There are no set thresholds (or equivalent items) with respect to payouts under the 2023 annual cash incentives. Maximum amounts represent the maximum payout level for the 2023 annual cash incentives, assuming all of the performance goals are achieved. (2) The amounts shown represent the RSUs granted under the 2020 Plan to each of the Named Executive Officers. The shares subject to these RSUs vest in three equal annual installments beginning January 16, 2023, subject to the Named Executive Officer's continuous service on each such date. Please see "Compensation Discussion & Analysis - Compensation of Named Executive Officers - Equity Incentive Program" for further information regarding these awards. (3) The amounts shown represent stock options granted under the 2020 Plan to each of the Named Executive Officers. The shares subject to these stock options vest in 1/48 installments on each monthly anniversary of January 1, 2023, subject to the Named Executive Officer’s continuous service on each such date. Please see “Compensation Discussion & Analysis - Compensation of Named Executive Officers – Equity Incentive Program” for further information regarding these awards. (4) Reflects the aggregate grant date fair value of the stock option and RSU awards, computed in accordance with the FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock option awards reported in this column are set forth in note 11 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. The amounts reported for the RSUs are calculated based on the closing stock price as of the date of grant. The amounts reported in this column reflect the accounting cost for these stock option and RSU awards and may not correspond to the actual economic value that may be received by our Named Executive Officers upon the exercise of the stock option awards, the vesting of RSUs, or any sale of the underlying shares of common stock.

  35. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table shows for the fiscal year ended December 31, 2023, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.

  36. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Bernard Coulie, M.D., Ph.D, MBA | 1/24/2019 | 146,841 | — | 2.08 | 1/24/2029 | — | — | — | — | | | 3/31/2020 | 303,680 | 23,582 | 6.22 | 3/31/2030 | — | — | — | — | | | 1/1/2021 | 182,291 | 67,709 | 26.50 | 1/23/2031 | — | — | — | — | | | 1/1/2022 | 210,833 | 229,167 | 11.86 | 1/26/2032 | — | — | — | — | | | 7/28/2022 | — | — | — | — | — | — | 137,500 | 2,490,125 | | | 1/1/2023 | 47,277 | 159,023 | 34.65 | 1/24/2033 | — | — | — | — | | | 1/16/2023 | — | — | — | — | 146,300 | 2,649,493 | — | — | | Keith Cummings, M.D., MBA | 12/31/2018 | 97,047 | — | 2.08 | 1/24/2029 | — | — | — | — | | | 3/31/2020 | 15,522 | 2,676 | 6.22 | 3/31/2030 | — | — | — | — | | | 1/1/2021 | 54,140 | 20,110 | 26.50 | 1/23/2031 | — | — | — | — | | | 1/1/2022 | 59,416 | 64,584 | 11.86 | 1/26/2032 | — | — | — | — | | | 7/28/2022 | — | — | — | — | — | — | 38,750 | 701,763 | | | 1/1/2023 | 17,462 | 58,738 | 34.65 | 1/24/2033 | — | — | — | — | | | 1/16/2023 | — | — | — | — | 54,000 | 977,940 | — | — | | Eric Lefebvre | 1/24/2019 | 62,937 | — | 2.08 | 1/24/2029 | — | — | — | — | | | 3/31/2020 | 54,045 | 3,601 | 6.22 | 3/31/2030 | — | — | — | — | | | 1/1/2021 | 53,411 | 19,839 | 27.00 | 1/23/2031 | — | — | — | — | | | 1/1/2022 | 67,083 | 72,917 | 11.86 | 1/26/2032 | — | — | — | — | | | 7/28/2022 | — | — | — | — | — | — | 43,750 | 792,313 | | | 1/1/2023 | 18,333 | 61,667 | 34.65 | 1/24/2033 | — | — | — | — | | | 1/25/2023 | — | — | — | — | 57,000 | 1,032,270 | — | — | | Hans Hull, J.D | 12/31/2018 | 31,367 | — | 2.08 | 3/31/2028 | — | — | — | — | | | 1/24/2019 | 12,979 | — | 2.08 | 1/24/2029 | — | — | — | — | | | 3/31/2020 | 65,956 | 4,396 | 6.22 | 3/31/2030 | — | — | — | — | | | 1/1/2021 | 45,390 | 16,860 | 26.50 | 1/23/2031 | — | — | — | — | | | 1/1/2022 | 53,906 | 58,594 | 11.86 | 1/26/2032 | — | — | — | — | | | 7/28/2022 | — | — | — | — | — | — | 35,156 | 636,675 | | | 1/1/2023 | 17,462 | 58,738 | 34.65 | 1/24/2033 | — | — | — | — | | | 1/16/2023 | — | — | — | — | 54,000 | 977,940 | — | — | | Mike Ouimette | 10/1/2020 | 75,690 | 22,550 | 24.32 | 10/9/2030 | — | — | — | — | | | 1/1/2021 | 11,316 | 4,204 | 26.50 | 1/23/2031 | — | — | — | — | | | 1/1/2022 | 31,687 | 45,313 | 11.86 | 1/26/2032 | — | — | — | — | | | 7/28/2022 | — | — | — | — | — | — | 27,187 | 492,357 | | | 1/1/2023 | 12,604 | 42,396 | 34.65 | 1/24/2033 | — | — | — | — | | | 1/16/2023 | — | — | — | — | 39,000 | 706,290 | — | — |

  37. 2023 Outstanding Equity Awards at Fiscal Year-End

    (1) Each equity award is subject to the terms of our 2015 Equity Incentive Plan (the “2015 Plan”) or the 2020 Plan, as applicable, and certain acceleration of vesting provisions under the Executive Severance Plan (as well as the acceleration of vesting provisions described below). (2) 1/48th of the shares vest and become exercisable on each monthly anniversary of the vesting commencement date while the Named Executive Officer is providing continuous service to the Company through each vesting date. (3) The amounts shown represent the RSUs granted under the 2020 Plan that are scheduled to vest in three equal annual installments beginning January 16, 2023, subject to the Named Executive Officer's continuous service on each such date. (4) Based on the closing price of a share of our common stock on December 29, 2023, which was $18.11. (5) The amounts shown represent PSUs that are scheduled to vest based on the Named Executive Officer’s continued service and the achievement of total shareholder return goals as measured on June 30, 2024. In accordance with SEC disclosure rules, the PSUs are reported based on target achievement of the underlying performance goals.

  38. 2023 Option Exercises And Stock Vested

    2023 Option Exercises And Stock Vested The following table shows for the fiscal year ended December 31, 2023, certain information regarding option exercises and stock vested during the last fiscal year with respect to the Named Executive Officers:

  39. 2023 Option Exercises And Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($) | | Bernard Coulie, M.D., Ph.D., MBA | 200,000 | 5,432,729 | 206,249 | 4,382,785 | | Keith Cummings, M.D., MBA | 66,550 | 1,694,253 | 58,125 | 1,235,156 | | Éric Lefebvre, M.D. | — | — | 65,624 | 1,394,504 | | Hans Hull, J.D. | 10,591 | 189,873 | 52,734 | 1,120,598 | | Mike Ouimette, J.D. | 20,000 | 322,078 | 40,780 | 866,572 |

  40. 2023 Potential Payments Upon Change in Control and Termination Table

    2023 Potential Payments Upon Change in Control and Termination Table

  41. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “Compensation Actually Paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO Named Executive Officers, as noted below. “Compensation Actually Paid” represents a required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the Named Executive Officer’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the Compensation Discussion and Analysis. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our Named Executive Officers, including with respect to our equity awards which remain subject to forfeiture if the vesting conditions are not satisfied.

  42. PAY VERSUS PERFORMANCE

    | Fiscal Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of initial fixed $100 investment based on:(4) | | Net Loss ($ million) | Company selected measure($)(6) | | | | | | | Total shareholder return ($) | Peer group total share-holder return ($)(5) | | | | 2023 | 11,165,999 | 5,182,668 | 4,200,056 | 2,135,482 | 85.02 | 104.87 | 161.3 | — | | 2022 | 10,927,715 | 18,413,413 | 3,260,923 | 5,132,310 | 90.75 | 101.10 | 123.3 | — | | 2021 | 5,221,353 | 780,772 | 1,462,511 | 443,729 | 63.38 | 113.47 | 97.3 | — |

  43. PAY VERSUS PERFORMANCE

    (1)Dr. Coulie served as the Company’s PEO for the entirety of 2023, 2022 and 2021 and the Company’s other Named Executive Officers for the applicable years were as follows: –2023 and 2022: Keith Cummings; Eric Lefebvre; Hans Hull; and Mike Ouimette. –2021: Keith Cummings; Eric Lefebvre; Hans Hull; Mike Ouimette; and our former Chief Human Resources Officer. As the Company qualified as a smaller reporting company in 2022, Pay Versus Performance disclosure has been provided for 2023, 2022 and 2021 in accordance with SEC disclosure rules. (2)Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Dr. Coulie and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s Named Executive Officers reported for the applicable year other than Dr. Coulie. (3)To calculate “Compensation Actually Paid,” adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Dr. Coulie and for the average of the other Named Executive Officers is set forth following the footnotes to this table. (4)Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. (5)The TSR Peer Group consists of the Nasdaq Biotechnology Index, an index that includes companies in the biotechnology industry and which is the same industry index disclosed in our Annual Report on Form 10-K. (6)At this time, given that we are a research and development company without revenue, we do not use any specific company-selected financial measures for purposes of determining “Compensation Actually Paid.” As is the case with many companies in the biotechnology industry, our annual incentive objectives are generally tied to the Company’s clinical, program and regulatory metrics rather than financial goals. In addition, the 2023 equity awards were structured as time-based awards and were not tied to the achievement of underlying performance goals. Accordingly, we do not have a financial metric in our executive compensation program that would constitute the Company Selected Measure, as contemplated under the SEC Pay Versus Performance disclosure rules,particularly as the pay versus performance table includes our TSR performance which is linked to the value of the equity awards held by our Named Executive Officers.

  44. Compensation Actually Paid Adjustments

    Compensation Actually Paid Adjustments

  45. Compensation Actually Paid Adjustments

    | | PEO | | | | Fiscal Year | 2021 | 2022 | 2023 | | Summary Compensation Table Total (a) | $5,221,353 | $10,927,715 | $11,165,999 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (b) | (4,301,775) | (9,868,100) | (10,169,031) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (c) | 1,409,305 | 13,645,339 | 4,330,409 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (d) | (2,917,409) | 1,293,212 | (2,075,000) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (e) | 981,378 | 2,287,794 | 647,979 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) | 387,920 | 127,453 | 1,282,312 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g) | — | — | — | | Compensation Actually Paid | $780,772 | $18,413,413 | $5,182,668 |

  46. Compensation Actually Paid Adjustments

    | | Other NEOs(h) | | | | Fiscal Year | 2021 | 2022 | 2023 | | Summary Compensation Table Total (a) | $1,462,511 | $3,260,923 | $4,200,056 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (b) | $(921,509) | $(2,598,793) | $(3,543,282) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (c) | $253,982 | $3,593,528 | $1,509,042 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (d) | $(473,474) | $266,709 | $(545,517) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (e) | $207,207 | $602,492 | $225,673 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) | $28,739 | $7,451 | $289,510 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g) | $(113,727) | $— | $— | | Compensation Actually Paid | $443,729 | $5,132,310 | $2,135,482 |

  47. Compensation Actually Paid Adjustments

    (a)Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other Named Executive Officers, amounts shown represent averages. (b)Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (c)Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (d)Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e)Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (f)Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (g)Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (h)See footnote 1 above for the Named Executive Officers included in the average for each year.

  48. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the Named Executive Officers As noted above, as is the case with many companies in the biotechnology industry, the Company relies less on financial performance goals as compared to non-financial strategic and operational goals. Below is a list of performance measures, which in the Company’s assessment represent the most important performance measures used by the Company to link compensation actually paid to the Named Executive Officers for 2023. •Share Price •Relative TSR (component of Incentive Program PSUs) •Clinical goals •Regulatory and Program Goals