DEF 14A of Pliant Therapeutics, Inc., Apr 23, 2025

DEF 14A of Pliant Therapeutics, Inc.

Filed Apr 23, 2025 · FY20240001746473-25-000089

Open on EDGAR

  1. To be held June 5, 2025

    | | Page | | General Information | 1 | | Proposal No.1– Election of Class II Directors | 5 | | Corporate Governance | 12 | | Director Compensation | 20 | | Proposal No. 2 – To approve, by Non-Binding Advisory Vote, the Resolution Approving Named Executive Officer Compensation | 22 | | Executive Compensation | 23 | | CEO Pay Ratio | 39 | | Pay Versus Performance | 40 | | Certain Relationships and Related Party Transactions | 43 | | Principal Stockholders | 44 | | Proposal No. 3 - Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Provide for the Exculpation of Certain Officers as Permitted by Delaware Law | 47 | | Proposal No. 4 - Ratification of the Appointment Of Deloitte & Touche LLP as Pliant's Independent Registered Public Accounting Firm for the Year Ending December 31, 2025 | 48 | | Report of the Audit Committee | 49 | | Stockholders Proposals | 49 | | Other Matters | 50 | | Appendix A | 51 |

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

    PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS Our Board currently consists of eleven 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 II DIRECTORS

    | •the class I directors are Hoyoung Huh, M.D., Ph.D., Darren Cline, M.B.A., and David Pyott, M.A., M.B.A., with current terms expiring at the Annual Meeting of Stockholders to be held in 2027; | | •the class II directors are John Curnutte, M.D., Ph.D., Katharine Knobil, M.D., Thomas McCourt, and Smital Shah, M.B.A., with current terms expiring at the Annual Meeting; and | | •the class III directors are Bernard Coulie, M.D., Ph.D., M.B.A., Gayle Crowell, Suzanne Bruhn, Ph.D., and Steve Krognes, M.B.A., with current terms expiring at the Annual Meeting of Stockholders to be held in 2026. |

  4. PROPOSAL NO. 1 – ELECTION OF CLASS II 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 John Curnutte, M.D., Ph.D., Katharine Knobil, M.D., and Thomas McCourt to stand for election as class II directors. Dr. Curnutte was previously elected by our stockholders. Dr. Knobil and Mr. McCourt joined our Board in 2022 and 2023, respectively, and each 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. Ms. Shah, currently a class II director, is retiring from the Board immediately following the Annual Meeting and will not stand for reelection at the Annual Meeting. We thank Ms. Shah for her service and her many valuable contributions to the Board. 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 II Directors

    Nominees for Election as Class II Directors The following table and narrative information identifies our nominees for class II directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 23, 2025.

  6. Nominees for Election as Class II Directors

    | Name | Principal Occupation | Director Since | Age | | John Curnutte, M.D., Ph.D. | Retired, previously Executive Vice President of Research and Development at Portola Pharmaceuticals, Inc. | 2017 | 73 | | Katharine Knobil, M.D. | Previously Chief Medical Officer of Agilent Technologies Inc. | 2022 | 61 | | Thomas McCourt | Chief Executive Officer of Ironwood Pharmaceuticals, Inc. | 2023 | 67 |

  7. Nominees for Election as Class II Directors

    John Curnutte, M.D., Ph.D., has served as a member of our board of directors 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 of directors 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 of directors 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. She 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. She currently serves on the board of directors of Marker Therapeutics, Inc. since December 2021, Nimbus Therapeutic, LLC since March 2024, Korro Bio, Inc. since August 2024, and Infinant Health, Inc. since March 2025. She was previously 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 of directors 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 of directors due to his extensive biopharmaceutical commercial and leadership experience. 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 John Curnutte, M.D., Ph.D., Katharine Knobil, M.D., and Thomas McCourt as the class II directors, to serve for a three-year term ending at the Annual Meeting of Stockholders to be held in 2028.

  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 as of April 23, 2025.

  9. Directors Continuing in Office

    | Name | Principal Occupation | Director Since | Class and Year in Which Term Will Expire | Age | | Hoyoung Huh, M.D., Ph.D. | Retired, previously Managing Director of Konus Advisory Group, Inc. | 2017 | Class I—2027 | 55 | | Darren Cline, M.B.A. | Previously President and Chief Executive Officer of Epygenix Therapeutics, Inc. | 2023 | Class I—2027 | 60 | | David Pyott, M.A., M.B.A. | Previously Chief Executive Officer of Allergan, Inc. | 2021 | Class I—2027 | 71 | | Bernard Coulie, M.D., Ph.D., M.B.A. | President, Chief Executive Officer of the Company | 2016 | Class III—2026 | 59 | | Gayle Crowell | Previously Chief Executive Officer of Rightpoint Software | 2019 | Class III—2026 | 74 | | Suzanne Bruhn, Ph.D. | Chief Executive Officer of the Charcot-Marie-Tooth Association | 2016 | Class III—2026 | 61 | | Steve Krognes, M.B.A. | Retired, previously Chief Financial Officer of Denali Therapeutics Inc. | 2024 | Class III—2026 | 56 |

  10. Class I Directors (Terms Expire at 2027 Annual Meeting of Stockholders)

    Class I Directors (Terms Expire at 2027 Annual Meeting of Stockholders) Hoyoung Huh, M.D., Ph.D., has served as Lead Director of our board of directors since December 2017. He is the founder of Peak Bio Inc. (f/k/a pH Pharma) where he has held positions of Chief Executive Officer and Board Chairman since founding pH Pharma in 2015. He served as a member of the board of directors until its merger in November 2024 with Akari Therapeutics, Plc where he now serves as Chairman of the board of directors. Dr. Huh is also the founder of 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 of directors based on his significant leadership experience in and familiarity with the biopharmaceutical industry. Darren Cline, M.B.A., has served as a member of our board of directors since March 2023. He most recently was President and Chief Executive Officer of Epygenix Therapeutics, Inc., a biopharmaceutical company, where he has 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. In addition to Pliant, Mr. Cline also serves on the board of Pyxis Oncology, Inc. and Impel Pharmaceuticals Inc. Mr. Cline received his undergraduate degree from San Diego State University and his M.B.A. from Pepperdine University. We believe Mr. Cline is qualified to serve on our board of directors due to his extensive biopharmaceutical commercial and leadership experience. David Pyott, M.A., M.B.A., has served as a member of our board of directors 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 was a member of the Supervisory Board of Royal Philips in the Netherlands, a public diversified health technology company, from 2015 to 2025. 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 of directors due to his extensive experience in the life sciences industry.

  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., M.B.A., has served as our 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, Myoscience from June 2016 until March 2019. He also previously served as a director and Chairman of Calypso Biotech BV from February 2019 to January 2024 and director and Chairman of SQZ Biotechnologies, a publicly traded cell therapy biotechnology company from July 2021 to March 2024. Dr. Coulie is currently serving as a director and Chairman of Dualyx NV and is a member of the board of directors of Septerna, Inc. a publicly traded biotechnology company. He also serves as a director at the Charcot-Marie-Tooth Association, a patient advocacy organization dedicated to the development of new drugs to treat Charcot-Marie-Tooth disease. Dr. Coulie holds an M.D. and Ph.D. from the University of Leuven, Belgium and an M.B.A. from the Vlerick Management School, Leuven, Belgium. We believe that Dr. Coulie is qualified to serve on our board of directors 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 of directors 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 Chief Executive Officer 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 of directors 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 of directors 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. (f/k/a 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 of directors 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. Class III Directors (Terms Expire at 2026 Annual Meeting of Stockholders)

    Steve Krognes, M.B.A., has served as a member of our board of directors since June 2024. He was Chief Financial Officer and Treasurer of Denali Therapeutics Inc. from October 2015 until April 2022. Mr. Krognes also served as Chief Financial Officer and a member of the Executive Committee of Genentech, Inc. from April 2009 to September 2015. Mr. Krognes also oversaw Genentech’s Site Services organization between 2011 and 2015, and Genentech’s IT organization between 2009 and 2011. He chaired the Genentech Access to Care Foundation between 2009 and 2015. From January 2004 to April 2009, Mr. Krognes served as Head of Mergers & Acquisitions and a member of the Finance Executive Committee at Roche Holding AG, a Swiss biotechnology company. From July 2002 to December 2003, Mr. Krognes served as Director of M&A at Danske Bank A/S, an international bank based in Norway. Mr. Krognes has served on the boards of directors of public companies Denali Therapeutics since May 2022, Guardant Health, Inc. since July 2022 and argenx SE since February 2023. He has also served on the board of directors of ClavystBio, a privately held company based in Singapore, since September 2023. Mr. Krognes previously served on the boards of Gritstone bio from July 2018 to June 2024, Corvus Pharmaceuticals, Inc. from March 2016 to June 2021, and RLS Global AB from January 2015 to January 2023. Mr. Krognes also served as a board member of the California Life Science Association from 2010 to 2015 and California Academy of Sciences from 2014 to 2018. He received his M.B.A. from Harvard Business School and his B.S. in Economics from The Wharton School of the University of Pennsylvania. We believe Mr. Krognes is qualified to serve on our board of directors due to his extensive experience as a senior finance executive, including as Chief Financial Officer of both Genentech and Denali.

  13. 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, 2024. 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—2024 Summary Compensation Table.”

  14. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Suzanne Bruhn, Ph.D.(2) | 53,700 | 229,100 | 282,800 | | Gayle Crowell (3) | 58,500 | 229,100 | 287,600 | | John Curnutte, M.D., Ph.D.(4) | 47,700 | 229,100 | 276,800 | | Darren Cline, M.B.A.(5) | 50,425 | 229,100 | 279,525 | | Thomas McCourt(6) | 48,750 | 229,100 | 277,850 | | Hoyoung Huh, M.D., Ph.D.(7) | 75,550 | 229,090 | 304,640 | | Katharine Knobil, M.D.(8) | 55,000 | 229,100 | 284,100 | | Steve Krognes M.B.A.(9) | 31,162 | 469,976 | 501,138 | | David Pyott, M.A., M.B.A.(10) | 53,950 | 229,100 | 283,050 | | Smital Shah, M.B.A. (11) | 52,325 | 229,100 | 281,425 |

  15. 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, 2024, 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, 2024. 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, 2024, Dr. Bruhn held options to purchase 90,112 shares of our common stock. (3)As of December 31, 2024, Ms. Crowell held options to purchase 94,224 shares of our common stock. (4)As of December 31, 2024, Dr. Curnutte held options to purchase 90,118 shares of our common stock. (5)As of December 31, 2024, Mr. Cline held options to purchase 62,764 shares of our common stock. (6)As of December 31, 2024, Mr. McCourt held options to purchase 62,764 shares of our common stock. (7)As of December 31, 2024, Dr. Huh held options to purchase 69,050 shares of our common stock. (8)As of December 31, 2024, Dr. Knobil held options to purchase 70,764 shares of our common stock. (9)Mr. Krognes joined the Board on June 13, 2024 and received his initial grant of stock options and pro-rated fees to reflect his partial-year of service. As of December 31, 2024, Mr Krognes held options to purchase 53,528 shares of our common stock. (10)As of December 31, 2024, Mr. Pyott held options to purchase 95,623 shares of our common stock. (11)As of December 31, 2024, Ms. Shah held options to purchase 108,531 shares of our common stock.

  16. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In 2023, our Board adopted an amended and restated non-employee director compensation policy which governed director compensation for 2024. The policy was 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 were eligible to receive cash retainers (which were prorated for partial years of service) and equity awards as set forth below:

  17. Non-Employee Director Compensation Policy

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

  18. Non-Employee Director Compensation Policy

    In addition, our policy provided that, upon initial election or appointment to our Board, each new non-employee director would 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 would 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 continued as a member of the Board following such Annual Meeting of Stockholders would 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 would vest in equal quarterly installments over one year and would 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 were subject to full acceleration of vesting upon the sale of our company and would cease vesting if the director resigned from our Board or otherwise ceased to serve as a director, unless the Board determined that the circumstances warranted 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 would not exceed $1,000,000 in the first calendar year such individual became 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 would reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof.

  19. Consideration of Prior Say-on-Pay Results

    | Compensation Factor | Feedback and Analysis | Company Response | | Equity Award Sizing | Some stockholders expressed concern regarding the sizing of the 2023 annual equity grants and a perceived pay for performance disconnect based on the Company's total shareholder return ("TSR") for the year. The 2023 annual equity grants were made in normal course by the Committee on January 25, 2023, with the grants sized based on the recommendation of Aon, the Committee's independent compensation consultant at the time, based on market data. The targeted value of the 2023 equity awards were based, in part, on the Company's 30-day average stock price of $15.15 per share. However, on January 23, 2023, the Company announced positive data from its 24-week Phase 2a IPF trial, resulting in the stock price appreciating to $34.65 on the grant date, which led to a grant date fair market value under accounting rules that was high relative to prior years. During the course of the year, the share price trended down to below $20.00 by year end, resulting in a grant date fair value that was based on the stock price as of the grant date disconnected from the Company's TSR for the year. | While the Committee intends to continue its historical practice of using the 30-day average stock price to size the grants, in recognition of the potential impact of the stock price on the grant date fair value, the Committee adopted a policy on equity grant timing to, among, other things, require the equity grant size and/or vehicle mix to be re-assessed and refreshed if the Company's 30-day average stock price preceding the grant date is trending +/- 20% from the 30-day average stock price used to size the grants. This policy is described in more detail in the section entitled "Policies and Practices Related to the Grant of Equity Awards" section of this Proxy Statement. |

  20. Consideration of Prior Say-on-Pay Results

    | Equity Award Sizing | Some stockholders expressed concern regarding setting equity compensation awards in relation to the 50th to 75th percentiles of the competitive market. | Enhanced disclosure has been included to clarify how the Committee utilizes competitive data, including clarification regarding the goal of aligning around the 50th percentile, with adjustments from that competitive positioning based on Company performance, peer compensation levels, experience and impact of individual executives, and individual performance. The CD&A also clarifies the Company's practice that, when compensation is delivered in excess of the 50th percentile, the Committee seeks to deliver such compensation in the form of long-term incentives to align the executive officer's interests with stockholders through the risks and rewards of equity ownership and to further support the execution of the Company's long-term strategy. | | Cash Incentive Disclosure | More clarity is preferred around the performance goals, including sub-goals and individual components, of the annual cash incentive award program. | Enhanced disclosure throughout the CD&A, including expanded disclosure regarding the performance goals under the annual cash incentive award program. | | Alignment Between Management and Stockholders' Interest | Stockholders generally acknowledged that performance-based restricted stock units ("PSUs") may not be an appropriate equity vehicle at this time, but wanted to better understand how the Committee determined the mix of equity awards and its process with respect to equity compensation. | Enhanced disclosure throughout the CD&A, including expanded disclosure regarding how the Committee utilizes competitive data and approaches equity compensation. Specifically, the CD&A includes disclosure regarding how the Committee evaluates each type of equity award, and its determination that stock options, and to a lesser extent, RSUs have a performance-based component, because as a pre-commercial biotech company, the performance of the Company's stock is expected to generally track with the achievement of key business objectives. The Committee will continue to assess the Company's equity mix over time and, as our business evolves, to align with market best practices for our industry and support our business priorities and talent retention objectives. |

  21. Executive Compensation Philosophy

    | 2024 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, considering performance, peer compensation levels, experience, and impact of individual executives | Based on established corporate objectives, as well as individual performance 2024 performance measures are described below | Based upon stock price appreciation between grant and exercise | Based upon stock price at vesting |

  22. Compensation Setting and Comparison to Relevant Peer Group

    Compensation Setting and Comparison to Relevant Peer Group The Committee believes that compensation decisions are complex and require a deliberate review of Company performance, peer compensation levels, experience and impact of individual executives, and individual performance. When evaluating total target compensation, the Committee generally considers the 50th percentile to be market competitive. In addition, when delivering compensation in excess of the 50th percentile of the market data, the Committee has generally elected to deliver such increases in the form of long-term incentives to align with the executive officer's interests with stockholders through the risks and rewards of equity ownership and to further support the execution of the Company's long-term strategy. Although the Committee considers the 50th percentile to be market competitive, the Committee may, however, determine that it is appropriate for total target compensation or any particular element of compensation to exceed or fall below the 50th percentile of the market data for an executive officer. The factors that might influence the amount of compensation awarded include market competition for a particular position, the strategic importance of the position, requirements of the position relative to benchmark norms, retention considerations, an individual's performance, possession of a unique skill or knowledge set, proven leadership capabilities, and internal pay equity. To obtain a broad view of competitive practices, the Committee 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 to inform 2024 compensation decisions: •Industry: Public U.S. Pre-Commercial Biopharma Organizations •Company Profile: Predominantly in Phase 2 and Phase 3 Clinical Trials •Market Capitalization: $350 million to $3.5 billion •Number of employees: up to 250 •Companies located in biotech talent hubs In selecting companies for our peer group, the Committee considers recommendations from Pearl Meyer. The Committee approved the peer group of companies set forth below to evaluate 2024 executive compensation decisions. For 2024, as a result of continuing market volatility in the biotech industry, Pearl Meyer recommended, and our Committee approved, a number of changes to the peer group that was used to evaluate 2023 compensation, which included the following: (i) the removal of ALX Oncology, Gossamer Bio, Kezar Life Sciences and NGM Biopharmaceuticals due to market capitalization falling below selection criteria; (ii) the removal of Imago Biosciences and Prometheus Biosciences due to acquisition; and (iii) the addition of 4D Molecular Therapeutics, Arcturus Therapeutics, IDEAYA Biosciences, Keros Therapeutics, and Kymera Therapeutics due to comparability in terms of market capitalization, company profile and/or geographic considerations. 1. 4D Molecular Therapeutics 2. Akero Therapeutics 3. Arcturus Therapeutics 4. Crinetics Pharmaceuticals 5. Day One Biopharmaceuticals 6. Erasca 7. IDEAYA Biosciences 8. Inhibrx 9. Iovance Biotherapeutics 10. KalVista Pharmaceuticals 11. Keros Therapeutics 12. Kura Oncology 13. Kymera Therapeutics 14. Morphic 15. Protagonist Therapeutics 16. RAPT Therapeutics 17. Replimune Group 18. Rocket Pharmaceuticals 19. Scholar Rock 20. Tarsus Pharmaceuticals 21. Ventyx Biosciences 22. Viridian Therapeutics

  23. 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 2023 and 2024 base salary level for each of our Named Executive Officers:

  24. Annual Cash Incentives

    Annual Cash Incentives During 2024, 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. Based on the competitive market data as well as Dr. Coulie's individual performance, the Committee approved an increase in Dr. Coulie's target opportunity for 2024, as a percentage of base salary, from 55% to 60%. For 2024, the target bonus opportunities for our other Named Executive Officers under the cash bonus plan were unchanged from 2023, at 40%. 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 2024, the Committee established performance goals relating to program-related metrics (weighted 55% of the bonus pool for clinical, program and regulatory metrics), research-related metrics (weighted 15% of the bonus pool), and financial and operational metrics (weighted 30% of the bonus pool for financial, operational and workforce metrics), as set forth in the table below. In addition, the 2024 program included operational stretch goals which were not achieved by the Company which provided the opportunity to add an additional 20% to the bonus pool in the aggregate. The goals were designed to be challenging, but achievable with the coordinated, cross-functional focus and effort by the executive team.

  25. Annual Cash Incentives

    | Goals | Weighting | Result | | Program Goals | | | | •Bexotegrast clinical and regulatory goals •PLN-101095 program goals | 55% | 55% | | Research | | | | •Proofs of concept for specific early-stage research projects | 15% | 15% | | Finance and Operational Metrics | | | | •Operate within a maximum variance of budgeted expenditure •Maintain a 3-year business plan •Talent development and engagement goals | 30% | 30% |

  26. Annual Cash Incentives

    Based on the Company’s performance, the Committee approved a 100% bonus pool funding with respect to the 2024 cash bonus plan, with the ability to differentiate payouts on an individual basis based on qualitative assessment of individual performance. The Committee believes that it is important to tie a portion of the annual cash incentives to pre-established individual objectives to allow the Committee to evaluate and recognize each Named Executive Officer's individual performance in his area of responsibility and contributions to the overall performance of the Company. Accordingly, for 2024, the annual cash incentives for the Named Executive Officers other than our President and Chief Executive Officer also included an individual performance component. Given his role in leading the Company, the Committee determined the annual cash incentive for our President and Chief Executive Officer for 2024 should be based exclusively on corporate performance. The individual objectives vary by participant with performance across all objectives being evaluated qualitatively in the aggregate. Our President and Chief Executive Officer annually evaluates the performance of each Named Executive Officer against his pre-established objectives and makes recommendations to the Committee regarding the individual performance component under the annual cash incentive program based on such evaluation. The 2024 individual objectives applicable to the Named Executive Officers other than our President and Chief Executive Officer were aligned with our strategic operating plan and tailored to their functional areas of responsibility and generally fell within the performance categories of financial, strategic, program, clinical, operational, and organizational goals and included, in some cases, a number of sub-goals within each category. The individual objectives are intended to be challenging, but achievable. For 2024, each participant's performance against such objectives was determined holistically based on a retrospective consideration of each individual's performance. Based on performance, the Committee approved individual performance achievement modifiers ranging from 100% to 110% for the Named Executive Officers. 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:

  27. Annual Cash Incentives

    | Named Executive Officer | Target Bonus (%) | Target Bonus ($) | Actual Payment ($) | | Bernard Coulie, M.D., Ph.D., M.B.A. | 60 | 384,489 | 384,489 | | Keith Cummings, M.D., M.B.A. | 40 | 193,798 | 213,178 | | Éric Lefebvre, M.D. | 40 | 208,125 | 228,937 | | Hans Hull, J.D. | 40 | 177,757 | 195,532 | | Mike Ouimette, J.D. | 40 | 177,174 | 177,174 |

  28. 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, a significant percentage of the target annual compensation delivered to our Named Executive Officers is in the form of equity-based compensation. For 2024, the Company's long-term incentive program was delivered entirely at-risk as the value of the awards fluctuate based on our stock price performance, with 50% of the annual long-term incentive awards delivered in the form of performance-based equity through stock options. Stock options have value to an award recipient only if our stock price appreciates. RSUs are included as a component in our program to support the Company's compensation philosophy of providing market-competitive compensation in order to attract and retain highly motivated executive officers with a performance- and service-driven mindset, while still delivering at-risk compensation tied to the Company's stock price performance. In determining the mix of the 2024 long-term incentive program, the Committee considered whether PSUs should be included as an element in the Company's executive compensation program. After considering the market practices in our peer group, of which only one of the twenty-two peer companies utilized PSUs as a form of award, as well as input from the Committee's independent consultant and the stage of development of the Company, the Committee determined that PSU awards are not the preferable form of award at this time. The Committee determined that stock options, and to a lesser extent, RSUs have a performance-based component, because as a pre-commercial biotech company, the performance of the Company's stock is expected to generally track with the achievement of key business objectives. The Committee will continue to assess the Company's equity mix over time and, as our business evolves, to align with market best practices for our industry and support our business priorities and talent retention objectives. The 2024 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. In addition to these factors, the Committee also considers burn rate and dilution of the Company's outstanding shares when making equity grants. Based on input from the Committee's independent compensation consultant as well as the grant practices at our peers, in 2024, 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:

  29. Equity Incentive Program

    | Named Executive Officer | Stock Options (#) | RSU (#) | | Bernard Coulie, M.D., Ph.D., M.BA. | 256,300 | 128,150 | | Keith Cummings, M.D., M.B.A. | 110,500 | 55,250 | | Éric Lefebvre, M.D. | 85,800 | 42,900 | | Hans Hull, J.D. | 63,000 | 31,500 | | Mike Ouimette, J.D. | 63,000 | 31,500 |

  30. 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 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, with the operational goals satisfied in 2023. Vesting of the remaining 50% of the Incentive Program PSUs was tied to the Company's total shareholder return relative to the Nasdaq Biotechnology Index measured through the second quarter of 2024, as follows:

  31. Incentive Program PSUs

    | Performance Level | Company TSR v. Nasdaq Biotechnology Index Comparator Group | Percentage of Award Vested* | | Below Threshold | Below the 25th percentile | —% | | Threshold | 25th percentile | 50% | | Target | 50th percentile | 100% | | Maximum | 75th percentile and above | 200% |

  32. Incentive Program PSUs

    * The vesting was determined using straight-line interpolation between performance levels. In the event the Company's absolute total shareholder return was negative during the performance period, the Compensation Committee retained discretion to reduce the vesting percentage to no greater than target, as determined by the Compensation Committee to be appropriate. Based on the Company's TSR performance of -41.09% through June 30, 2024, the Committee certified that the Company's performance was at the 27.5th percentile of the Nasdaq Biotechnology Index, resulting in an achievement level of 55% of the remaining 50% of the Incentive Program PSUs.

  33. 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.

  34. 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.

  35. 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. Pearl Meyer provided services related to the review of the 2024 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. Pearl Meyer is retained by and reports 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 Pearl Meyer or the firm's work on behalf of the Committee has raised any conflicts of interests.

  36. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table shows for the fiscal year ended December 31, 2024, 2023 and 2022 compensation awarded to or paid to or earned by our Named Executive Officers.

  37. 2024 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., M.B.A. President, Chief Executive Officer and Director | 2024 | 640,815 | 2,234,936 | 3,301,144 | 384,489 | 53,320 | 6,614,704 | | | 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 | | Keith Cummings, M.D., M.B.A. Chief Financial Officer | 2024 | 484,496 | 963,560 | 1,423,240 | 213,178 | 15,400 | 3,099,874 | | | 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 | | Éric Lefebvre, M.D. Chief Medical Officer | 2024 | 520,312 | 748,176 | 1,105,104 | 228,937 | 13,089 | 2,615,618 | | | 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 | | Hans Hull, J.D. Chief Business Officer | 2024 | 444,392 | 549,360 | 811,440 | 195,532 | 14,600 | 2,015,324 | | | 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 | | Mike Ouimette, J.D. Chief Legal and Compliance Officer and Secretary | 2024 | 442,936 | 549,360 | 811,440 | 177,174 | 13,350 | 1,994,260 | | | 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 |

  38. 2024 Summary Compensation Table

    (1)For 2024, 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 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 2024 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, 2024. 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 2024, 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 $18,720, respectively, paid by the Company pursuant to his employment agreement.

  39. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table shows for the fiscal year ended December 31, 2024 certain information regarding grants of plan-based awards to the Named Executive Officers:

  40. Grants of Plan-Based Awards for Fiscal Year 2024

    | 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., M.B.A. | | | | | | | | | 2024 Annual Cash Incentive | — | 384,489 | 576,734 | — | — | — | — | | Stock Options | 1/23/2024 | — | — | — | 256,300 | 17.44 | 3,301,144 | | RSUs | 1/23/2024 | — | — | 128,150 | — | — | 2,234,936 | | Keith Cummings, M.D., M.B.A. | | | | | | | | | 2024 Annual Cash Incentive | — | 193,798 | 290,697 | — | — | — | — | | Stock Options | 1/23/2024 | — | — | — | 110,500 | 17.44 | 1,423,240 | | RSUs | 1/23/2024 | — | — | 55,250 | — | — | 963,560 | | Éric Lefebvre, M.D. | | | | | | | | | 2024 Annual Cash Incentive | — | 208,125 | 312,188 | — | — | — | — | | Stock Options | 1/23/2024 | — | — | — | 85,800 | 17.44 | 1,105,104 | | RSUs | 1/23/2024 | — | — | 42,900 | — | — | 748,176 | | Hans Hull, J.D. | | | | | | | | | 2024 Annual Cash Incentive | — | 177,757 | 266,636 | — | — | — | — | | Stock Options | 1/23/2024 | — | — | — | 63,000 | 17.44 | 811,440 | | RSUs | 1/23/2024 | — | — | 31,500 | — | — | 549,360 | | Mike Ouimette, J.D. | | | | | | | | | 2024 Annual Cash Incentive | — | 177,174 | 265,761 | — | — | — | — | | Stock Options | 1/23/2024 | — | — | — | 63,000 | 17.44 | 811,440 | | RSUs | 1/23/2024 | — | — | 31,500 | — | — | 549,360 |

  41. Grants of Plan-Based Awards for Fiscal Year 2024

    (1)The amounts shown for the 2024 Annual Cash Incentives reflect estimated payouts for the fiscal year ended December 31, 2024 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 2024 annual cash incentives. There are no set thresholds (or equivalent items) with respect to payouts under the 2024 annual cash incentives. Maximum amounts represent the maximum payout level for the 2024 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, 2024, 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, 2024, 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, 2024. 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.

  42. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table shows for the fiscal year ended December 31, 2024, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.

  43. 2024 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) | | Bernard Coulie, M.D., Ph.D, M.B.A. | 1/24/2019 | 146,841 | — | 2.08 | 1/24/2029 | — | — | | | 3/31/2020 | 327,262 | — | 6.22 | 3/31/2030 | — | — | | | 1/1/2021 | 244,791 | 5,209 | 26.50 | 1/23/2031 | — | — | | | 1/1/2022 | 320,833 | 119,167 | 11.86 | 1/26/2032 | — | — | | | 1/1/2023 | 98,852 | 107,448 | 34.65 | 1/25/2033 | — | — | | | 1/16/2023 | — | — | — | — | 97,533 | 1,284,510 | | | 1/1/2024 | 58,735 | 197,565 | 17.44 | 1/23/2034 | — | — | | | 1/16/2024 | — | — | — | — | 128,150 | 1,687,736 | | Keith Cummings, M.D., M.B.A. | 12/1/2018 | 76,047 | — | 2.08 | 1/24/2029 | — | — | | | 3/31/2020 | 18,198 | — | 6.22 | 3/31/2030 | — | — | | | 1/1/2021 | 72,703 | 1,547 | 26.50 | 1/23/2031 | — | — | | | 1/1/2022 | 90,416 | 33,584 | 11.86 | 1/26/2032 | — | — | | | 1/1/2023 | 36,512 | 39,688 | 34.65 | 1/25/2033 | — | — | | | 1/16/2023 | — | — | — | — | 36,000 | 474,120 | | | 1/1/2024 | 25,322 | 85,178 | 17.44 | 1/23/2034 | — | — | | | 1/16/2024 | — | — | — | — | 55,250 | 727,643 | | Eric Lefebvre, M.D. | 1/24/2019 | 62,937 | — | 2.08 | 1/24/2029 | — | — | | | 3/31/2020 | 57,646 | — | 6.22 | 3/31/2030 | — | — | | | 1/1/2021 | 71,723 | 1,527 | 26.50 | 1/23/2031 | — | — | | | 1/1/2022 | 102,083 | 37,917 | 11.86 | 1/26/2032 | — | — | | | 1/1/2023 | 38,333 | 41,667 | 34.65 | 1/25/2033 | — | — | | | 1/16/2023 | — | — | — | — | 38,000 | 500,460 | | | 1/1/2024 | 19,662 | 66,138 | 17.44 | 1/23/2034 | — | — | | | 1/16/2024 | — | — | — | — | 42,900 | 564,993 | | Hans Hull, J.D | 12/1/2018 | 31,367 | — | 2.08 | 3/31/2028 | — | — | | | 1/24/2019 | 12,979 | — | 2.08 | 1/24/2029 | — | — | | | 3/31/2020 | 70,352 | — | 6.22 | 3/31/2030 | — | — | | | 1/1/2021 | 60,953 | 1,297 | 26.50 | 1/23/2031 | — | — | | | 1/1/2022 | 82,031 | 30,469 | 11.86 | 1/26/2032 | — | — | | | 1/1/2023 | 36,512 | 39,688 | 34.65 | 1/25/2033 | — | — | | | 1/16/2023 | — | — | — | — | 36,000 | 474,120 | | | 1/1/2024 | 14,437 | 48,563 | 17.44 | 1/23/2034 | — | — | | | 1/16/2024 | — | — | — | — | 31,500 | 414,855 | | Mike Ouimette, J.D. | 10/1/2020 | 98,240 | — | 24.32 | 10/9/2030 | — | — | | | 1/1/2021 | 15,196 | 324 | 26.50 | 1/23/2031 | — | — | | | 1/1/2022 | 53,437 | 23,563 | 11.86 | 1/26/2032 | — | — | | | 1/1/2023 | 26,354 | 28,646 | 34.65 | 1/25/2033 | — | — | | | 1/16/2023 | — | — | — | — | 26,000 | 342,420 | | | 1/1/2024 | 14,437 | 48,563 | 17.44 | 1/23/2034 | — | — | | | 1/16/2024 | — | — | — | — | 31,500 | 414,855 |

  44. 2024 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 from the vesting commencement date, 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 31, 2024, which was $13.17.

  45. 2024 Option Exercises And Stock Vested

    2024 Option Exercises And Stock Vested The following table shows for the fiscal year ended December 31, 2024, certain information regarding option exercises and stock vested during the last fiscal year with respect to the Named Executive Officers:

  46. 2024 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., M.B.A. | — | — | 124,392 | 1,693,687 | | Keith Cummings, M.D., M.B.A. | 21,000 | 234,570 | 39,313 | 552,276 | | Éric Lefebvre, M.D. | — | — | 43,063 | 600,246 | | Hans Hull, J.D. | — | — | 37,337 | 530,460 | | Mike Ouimette, J.D. | — | — | 27,954 | 394,022 |

  47. 2024 Potential Payments Upon Change in Control and Termination Table

    2024 Potential Payments Upon Change in Control and Termination Table

  48. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Bernard Coulie, M.D., Ph.D., M.B.A., our Chief Executive Officer. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Given the leverage of our executive compensation program towards performance-based elements, we expect that our pay ratio disclosure will fluctuate year-to-year based on the Company’s performance against the pre-established performance goals.

  49. 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.

  50. 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) | | | | 2024 | 6,614,704 | 530,461 | 2,431,269 | 649,835 | $57.97 | $90.58 | 210.3 | — | | 2023 | 11,165,999 | 5,182,668 | 4,200,056 | 2,135,482 | $79.71 | $91.84 | 161.3 | — | | 2022 | 10,927,715 | 18,413,413 | 3,260,923 | 5,132,310 | $85.08 | $88.53 | 123.3 | — | | 2021 | 5,221,353 | 780,772 | 1,462,511 | 443,729 | $59.42 | $99.37 | 97.3 | — |

  51. PAY VERSUS PERFORMANCE

    (1)Dr. Coulie served as the Company’s PEO for the entirety of 2024, 2023, 2022, and 2021 and the Company’s other Named Executive Officers for the applicable years were as follows: –2024, 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 2024, 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 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 2024 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.

  52. Compensation Actually Paid Adjustments

    Compensation Actually Paid Adjustments

  53. Compensation Actually Paid Adjustments

    | | PEO | | | | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total (a) | $5,221,353 | $10,927,715 | $11,165,999 | $6,614,704 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (b) | (4,301,775) | (9,868,100) | (10,169,031) | (5,536,080) | | + 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 | 3,379,359 | | + 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) | (1,524,677) | | + 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 | 557,771 | | + 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 | (2,960,616) | | - 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 | $530,461 |

  54. Compensation Actually Paid Adjustments

    | | Other NEOs(h) | | | | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total (a) | $1,462,511 | $3,260,923 | $4,200,056 | $2,431,269 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (b) | (921,509) | (2,598,793) | (3,543,282) | (1,740,420) | | + 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 | 1,062,399 | | + 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) | (479,955) | | + 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 | 175,347 | | + 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 | (798,805) | | - 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 | $649,835 |

  55. 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.

  56. 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 2024. •Share Price •Relative TSR (component of Incentive Program PSUs) •Clinical goals •Regulatory and Program Goals