DEF 14A of Mirum Pharmaceuticals, Inc., Apr 23, 2024

DEF 14A of Mirum Pharmaceuticals, Inc.

Filed Apr 23, 2024 · FY20230001759425-24-000011

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Under our amended and restated certificate of incorporation and amended and restated bylaws, the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class I director has a term that expires at the Company’s 2026 annual meeting of stockholders, each Class II director has a term that expires at the Annual Meeting and each Class III director has a term that expires at the Company’s 2025 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. The directors are currently divided into classes as follows:

  2. ELECTION OF DIRECTORS

    | Class I: | Lon Cardon, Ph.D., FMedSci | | | William Fairey | | | Timothy Walbert | | Class II: | Laurent Fischer, M.D. | | | Patrick Heron | | | Saira Ramasastry, MS, M.Phil. | | Class III: | Laura Brege | | | Michael Grey | | | Christopher Peetz |

  3. ELECTION OF DIRECTORS

    The Board currently has nine members. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), the Board has considered and nominated the three incumbent directors listed below for election to the Board at the Annual Meeting to serve until the Company’s 2027 annual meeting of stockholders and until the director’s successor has been duly elected and qualified, or, if sooner, until the director’s earlier death, resignation or removal. All of the Company’s incumbent directors nominees have previously been elected by our stockholders, other than Ms. Ramasastry, who was appointed by our Board on June 2, 2022 upon the recommendation of the Nominating Committee. Ms. Ramasastry was identified as a potential director nominee by an independent member of our Board. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. The biographies of each of the Board’s nominees for election to the Board as Class II directors, and all other directors, are set forth below, including the offices held, public company directorships and certain other business directorships, and the class and term of each director nominee and director. These biographies include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating Committee to believe that that nominee should continue to serve on the Board. However, each of the members of the Nominating Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. Nevertheless, we believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight.

  4. Class II Nominees for Election for a Three-year Term Expiring at the Company’s 2027 Annual Meeting of Stockholders

    Class II Nominees for Election for a Three-year Term Expiring at the Company’s 2027 Annual Meeting of Stockholders Laurent Fischer, M.D., 60, has served as a member of the Board since June 2019. Dr. Fischer has served as the President and Chief Executive Officer of Adverum Biotechnologies, Inc., a clinical stage gene therapy company, since June 2020. Prior to Adverum, he served as Senior Vice President, Head of the Liver Therapeutic Area at Allergan plc, a pharmaceutical company, from November 2016 to June 2020. Previously, he served as Chief Executive Officer of Tobira Therapeutics, Inc., a public biotechnology company, until its acquisition by Allergan in November 2016. From 2012 to 2014, Dr. Fischer served as Chairman and Chief Executive Officer of Jennerex Biotherapeutics, Inc. Prior to Jennerex, Dr. Fischer was President and Chief Executive Officer of Ocera Therapeutics, Inc., a privately-held, clinical-stage biopharmaceutical company focused on the development and commercialization of therapeutics for gastrointestinal and liver diseases, since 2005. Prior to Ocera, Dr. Fischer was President and Chief Executive Officer of life sciences company Auxeris Therapeutics, Inc. from 2003 to 2005, President and Chief Operating Officer of technology company RXCentric.com, Inc. (now part of Allscripts Healthcare Solutions, Inc.) from 1999 to 2000 and Chief Medical Officer and Vice President of Corporate Development of medication management company MedVantx Inc. from 2001 to 2003. Dr. Fischer served as Senior Vice President of the Global Virology Franchise at Dupont Pharmaceuticals/Dupont-Merck from 1997 to 1999. From 1995 to 1997, Dr. Fischer served as Medical Director for the Virology Group at healthcare company Hoffman-LaRoche, Ltd. Dr. Fischer served as Chairman of the board of directors of CTI BioPharma Corp. until its acquisition by SOBI in July 2023 and serves on the board of directors of publicly held Adverum Biotechnologies, Inc. and privately held biopharmaceutical companies Lycia Therapeutics, Inc and Teal Bio. Dr. Fischer also served as a member of the board of directors of the then privately held company Senti Biosciences from 2019 until 2020. Dr. Fischer received his Medical Degree from the University of Geneva and his Doctorate in Medicine from the Geneva Medical School, Switzerland. The Board and Nominating Committee believe that Dr. Fischer’s considerable experience as an executive in the pharmaceutical industry and board experience, along with his medical degrees and knowledge of biopharmaceuticals, qualifies him to serve on the Board. Patrick Heron, 53, has served as a member of the Board since November 2018. Mr. Heron is a General Partner with Frazier Life Sciences (“Frazier”), a private equity and venture capital firm, a position he has held since September 1999. Mr. Heron has been active in company formations and initial investments in various biotechnology companies, including Marcadia Biotech Inc., Calixa Therapeutics, Inc. and Silvergate. Prior to joining Frazier, Mr. Heron helped develop McKinsey & Co.’s west coast biotechnology consulting practice. Mr. Heron currently serves on the board of directors of Arcutis Biotherapeutics, Inc. and HilleVax, Inc., both public biopharmaceutical companies, as well as private companies Alpha-9 Therapeutics, Inc., Alceptor Therapeutics, Inc. and MBX Biosciences, Inc. Mr. Heron previously served on the boards of directors of public biopharmaceutical companies Imago Biosciences from 2014 until 2022, Vaxcyte, Inc. from 2017 until 2021, Iterum Therapeutics plc from 2016 until 2021 and Passage Bio, Inc. from 2018 until 2021. Mr. Heron also previously served on the board of directors of privately held Scout Bio, Inc. from 2018 until 2023. Mr. Heron received his B.A. in Political Science from the University of North Carolina at Chapel Hill and an MBA from Harvard Business School. The Board and Nominating Committee believe that Mr. Heron’s extensive business background and his experience in venture capital and the life science industry qualifies him to serve on the Board. Saira Ramasastry, MS, M.Phil., 48, has served as a member of the Board since June 2022. Ms. Ramasastry has served as the managing partner of Life Science Advisory, LLC, an independent firm that she founded to provide strategic advice and business development solutions for life science companies, since April 2009. Previously, Ms. Ramasastry was an investment banker with Merrill Lynch & Company from August 1999 to March 2009, where she helped establish the biotechnology practice and advised on mergers and acquisitions and strategic and capital market transactions. Prior to joining Merrill Lynch, Ms. Ramasastry served as a financial analyst in the mergers and acquisitions group at Wasserstein Perella & Co., an investment banking firm, from July 1997 to September 1998. Ms. Ramasastry currently serves on the board of directors for public companies Vir Biotechnology, Inc., Glenmark Pharmaceuticals, Ltd. and Day One Biopharmaceuticals, Inc., where she has experience managing cybersecurity risks. Ms. Ramasastry previously served on the board of directors of public companies Pain Therapeutics, Inc. from 2013 until 2020, Innovate Biopharmaceuticals, Inc. from 2018 until 2020, Sangamo Therapeutics, Inc. from 2012 until 2022 and Akouos, Inc. from 2020 until its acquisition by Eli Lilly in 2022. Ms. Ramasastry also serves on the Industry Advisory Board of the Michael J. Fox Foundation for Parkinson’s Research, as a health innovator fellow of the Aspen Institute and as a member of the Aspen Global Leadership Network. Ms. Ramsastry is also a guest lecturer for the Bioscience Enterprise Programme at the University of Cambridge. Ms. Ramasastry received her B.A. in economics with honors and distinction and her M.S. in management science and engineering from Stanford University, as well as her M. Phil. in management studies from the University of Cambridge. The Board and Nominating Committee believe that Ms. Ramasastry’s substantial financial markets experience, experience managing cybersecurity risks and her experience advising life science companies qualifies her to serve on the Board.

  5. The Board Recommends a

    The Board Recommends a Vote in Favor of Each of the Board’s Nominees for Director.

  6. Class III Directors Continuing in Office Until the Company’s 2025 Annual Meeting of Stockholders

    Class III Directors Continuing in Office Until the Company’s 2025 Annual Meeting of Stockholders Laura Brege, 66, has served as a member of the Board since July 2019. Since April 2017, Ms. Brege has served as a Senior Advisor to BridgeBio Pharma, a biotechnology research company. From September 2015 to December 2017, Ms. Brege served as managing director of Cervantes Life Science Partners, LLC, a consulting firm providing integrated business solutions to life sciences companies. She has over 20 years of executive management experience in the pharmaceutical, biotechnology and venture capital industries. From September 2012 to July 2015, Ms. Brege was President and Chief Executive Officer of Nodality, Inc., a life sciences company focused on innovative personalized medicine. Prior to joining Nodality in 2012, Ms. Brege held several senior-level positions at Onyx Pharmaceuticals, Inc., a biopharmaceutical and biotherapeutics company, from 2006 to 2012, including positions as Executive Vice President and Chief Operating Officer. While at Onyx, she led multiple functions, including commercialization, strategic planning, corporate development and medical, scientific and government affairs. Prior to Onyx, Ms. Brege was a General Partner at Red Rock Capital Management, a venture capital firm specializing in early stage financing for technology companies. Previously, Ms. Brege was Senior Vice President and Chief Financial Officer at COR Therapeutics Inc. where she helped build the company from an early stage research and development company through commercial launch of a successful cardiovascular product. Earlier in her career, she served as Chief Financial Officer at Flextronics, Inc. and Treasurer of The Cooper Companies. She currently serves on the boards of directors of public biopharmaceutical companies Acadia Pharmaceuticals Inc., Pacira BioSciences, Inc. and Edgewise Therapeutics Inc, as well as privately held biopharmaceutical company HLS Therapeutics Inc. Ms. Brege previously served on the boards of directors of public pharmaceutical companies Portola Pharmaceuticals, Inc. from 2015 until 2021, Dynavax Technologies Inc. from 2015 to 2020, and Aratana Therapeutics, Inc. from 2014 until 2019. Ms. Brege earned her undergraduate degree from Ohio University (Honors Tutorial College) and her MBA degree from the University of Chicago. The Board and Nominating Committee believe that Ms. Brege’s extensive background in finance and management of biotechnology companies and her participation as a member of the audit committees of other public companies qualifies her to serve on the Board. Michael Grey, 71, is our co-founder and has served as Chair of the Board since January 2020. Mr. Grey previously served as our Executive Chairman from March 2019 to December 2019 and as our Chief Executive Officer from our inception in May 2018 to March 2019. Mr. Grey has served as a venture partner at Pappas Ventures, a venture capital firm, since January 2010. Mr. Grey served from January 2019 to September 2019 as President and Chief Executive Officer of Curzion Pharmaceuticals, Inc., a pharmaceutical company (sold to Horizon Therapeutics plc in April 2020), from October 2015 to January 2017 as President and Chief Executive Officer of Amplyx, and from September 2014 to December 2017 as Chairman and Chief Executive Officer of Reneo. From February 2011 to June 2014, Mr. Grey served as President and Chief Executive Officer of Lumena Pharmaceuticals, Inc., which was acquired by Shire plc in June 2014. Mr. Grey has more than 45 years of experience in the pharmaceutical and biotechnology industries and has held senior positions at a number of companies, including President and Chief Executive Officer of SGX Pharmaceuticals, Inc. (sold to Eli Lilly and Company in 2008), President and Chief Executive Officer of Trega Biosciences, Inc. (sold to LION Bioscience, Inc. in 2001) and President of BioChem Therapeutic Inc. Prior to these, Mr. Grey served in various roles with Glaxo, Inc. and Glaxo Holdings PLC, culminating in his position as Vice President, Corporate Development and director of international licensing. Mr. Grey currently serves on the board of directors of public companies Reneo Pharmaceuticals, Inc. and Spruce Biosciences, Inc., as well as privately held biotechnology companies Plexium Inc., Sorriso Pharmaceuticals, Inc. and Theolytics Ltd. Mr. Grey served as a member of the board of directors for Biomarin Pharmaceuticals, Inc. from 2005 to 2021, Horizon Therapeutics Public Ltd. Co. from 2011 to 2023, Mirati Therapeutics, Inc. from 2014 until 2021 and Amplyx Pharmaceuticals, Inc. from January 2017 to April 2021. Mr. Grey received his B.S. in chemistry from the University of Nottingham in the United Kingdom. The Board and Nominating Committee believe that Mr. Grey’s perspective and experience as our co-founder and former Executive Chairman, as well as his extensive experience managing and leading both early stage and established companies within the pharmaceutical and biotechnology industries qualifies him to serve on the Board. Christopher Peetz, 45, is our co-founder and has served as our Chief Executive Officer since March 2019. He served as our President from December 2018 to January 2024. Mr. Peetz has been an Entrepreneur-in-Residence at Frazier since May 2017. Prior to joining our company, Mr. Peetz served as the Chief Executive Officer of Flashlight Therapeutics, Inc., a biotechnology company, from May 2017 to May 2019. From May 2014 to December 2016, Mr. Peetz served as Chief Financial Officer and head of corporate development at Tobira Therapeutics, Inc., a public biotechnology company acquired by Allergan plc, in November 2016. Prior to joining Tobira, Mr. Peetz served as Vice President, Finance and Corporate Development of Jennerex Biotherapeutics, Inc., a biopharmaceutical company, from April 2012 to March 2014. Prior to Jennerex, Mr. Peetz held various positions at Onyx Pharmaceuticals, Inc., including oversight of financial planning and analysis, corporate strategy, product lifecycle management and commercial roles. Prior to Onyx, Mr. Peetz provided merger and acquisition advisory services at LaSalle Corporate Finance, a part of ABN AMRO, and held positions at Abgenix Inc. and Solazyme Inc. He currently serves on the board of directors of Alpine Immune Sciences, Inc., a public immunotherapy company. Mr. Peetz received an MBA from Stanford Graduate School of Business and a B.S.B.A. in Finance, International Business and French from Washington University in St. Louis. The Board and Nominating Committee believe that Mr. Peetz’s perspective and experience as our co-founder and President and Chief Executive Officer, as well as his extensive experience managing and leading both early stage and established companies within the pharmaceutical and biotechnology industries qualifies him to serve on the Board.

  7. Class I Directors Continuing in Office Until the Company’s 2026 Annual Meeting of Stockholders

    Class I Directors Continuing in Office Until the Company’s 2026 Annual Meeting of Stockholders Lon Cardon, Ph.D., FMedSci, 58, has served as a member of our board of directors since November 2022. Dr. Cardon has served as President and Chief Executive Officer at The Jackson Laboratory, an independent, nonprofit biomedical research organization, since November 2021. Prior to joining The Jackson Laboratory, Dr. Cardon served as Chief Scientific Officer at BioMarin Pharmaceutical Inc., a biopharmaceutical company, from September 2017 to November 2021. Prior to joining BioMarin, Dr. Cardon served as Senior Vice President of Genetics, Alternative Drug Discovery and Target Sciences at GlaxoSmithKline plc, a global healthcare company, from 2008 to September 2017. Dr. Cardon previously served as a professor at the University of Oxford and as a professor of biostatistics and human biology at the University of Washington and the Fred Hutchinson Cancer Research Center. Dr. Cardon is a past council member of the NIH/National Human Genome Research Institute and a present advisor to the All of Us Precision Medicine Initiative. Dr. Cardon served as a member of the board of directors and institutional founder of the Altius Institute for Biomedical Sciences, Centre for Therapeutic Target Validation (now Open Targets) and the GSK/Avalon Center of Excellence. Dr. Cardon is an elected fellow of the UK’s Academy of Medical Sciences and the American Association for the Advancement of Science. Dr. Cardon served as a member of the board of directors for public pharmaceutical company Reneo Pharmaceuticals from 2019 until 2022. Dr. Cardon received his B.A. from the University of Puget Sound, a Ph.D. from the University of Colorado, Boulder and did his postdoctoral training at Stanford University. The Board and Nominating Committee believe that Dr. Cardon’s scientific expertise and experience in the biopharmaceutical industry qualify him to serve on our board of directors. William Fairey, 60, has served as a member of the Board since 2021. Most recently, from January 2019 to November 2020, Mr. Fairey served as Executive Vice President and Chief Commercial Officer at MyoKardia, Inc., a biopharmaceutical company, where he built the commercial and portfolio strategy, established the company’s European headquarters, and was structuring the expansion in Latin America and Asia when the company was acquired by Bristol-Myers Squibb. Prior to serving at MyoKardia, Mr. Fairey served as Executive Vice President and Chief Operating Officer at ChemoCentryx, Inc., a biopharmaceutical company, from March 2018 to January 2019, where, he was responsible for the sales, marketing, medical affairs and market access functions, including commercialization of late stages compounds. Prior to ChemoCentryx, Mr. Fairey served in a number of roles at Actelion Pharmaceuticals Ltd. and its subsidiaries including as President of Actelion Pharmaceuticals US, Inc., a pharmaceuticals and biotechnology company, from April 2013 to December 2017, Regional Vice President, Australia Asia Pacific, of Actelion Pharmaceuticals Ltd. from July 2008 to March 2013, President of Actelion Pharmaceuticals Canada Inc. from June 2003 to June 2008, and Vice President of Sales and Management Markets of Actelion Pharmaceuticals US, Inc. from January 2001 to June 2003. Mr. Fairey currently serves on the boards of directors of Ascendis Pharma, Inc. and Aileron Therapeutics (formerly Lung Therapeutics), both publicly held biopharmaceutical companies, as well as Respira Therapeutics, Inc., a privately help pharmaceutical company. Mr. Fairey received his B.S. in biology from the University of Oregon and an M.B.A. from Saint Mary’s College. The Board and Nominating Committee believe that Mr. Fairey’s extensive experience building and operating global the commercial arms of several biotechnology businesses qualifies him to serve on the Board. Timothy Walbert, 57, has served as a member of the Board since April 2023. Mr. Walbert is currently a senior advisor to Amgen, a biotechnology company. Mr. Walbert was chairman, president and chief executive officer of the then public company Horizon Therapeutics, a biotechnology company, from June 2008 to October 2023, when it was acquired by Amgen for $28 billion. Before joining Horizon, he was president, chief executive officer and director of IDM Pharma Inc., a public biotechnology company, which was acquired by Takeda in June 2009. Before IDM, Mr. Walbert served as executive vice president, commercial operations at NeoPharm Inc., a public biotechnology company. From 2001 to 2005, he was divisional vice president and general manager, immunology, at Abbott, now AbbVie, leading the global development and launch of the multi-indication biologic HUMIRA, and served as divisional vice president, global cardiovascular strategy. From 1998 to 2001, Mr. Walbert served as director, CELEBREX North America, and arthritis team leader, Asia Pacific, Latin America and Canada, at G.D. Searle & Company. From 1991 to 1998, he also held sales and marketing roles with increasing responsibility at G.D. Searle, Merck & Co. Inc. and Wyeth. Mr. Walbert serves on the board of directors of Century Therapeutics, a public biotechnology company. He is also a member of the National Organization for Rare Disorders (NORD) Advisory Board, the Wall Street Journal CEO Council, the cNBC CEO Council and serves on the Board of Trustees of Muhlenberg College. He previously served on the board of directors for Aurinia Pharmaceuticals, a public pharmaceutical company, from 2020 to 2022, Exicure, a public biotechnology company, from 2019 to 2022, Assertio, a public biopharma company, from 2014 to 2020, Raptor Pharmaceutical Corp., a public biotechnology company, from 2010 to 2014, XOMA Corporation, a public biotechnology company, from 2011 to 2017 and Sucampo Pharmaceuticals Inc., a public biopharmaceutical company, from 2016 to 2018. He is also a member of Economic Club of Chicago, the Commercial Club of Chicago and the Civic Committee of the Commercial Club of Chicago. Mr. Walbert was a previous board member of the Biotechnology Innovation Organization (BIO), the Pharmaceutical Research and Manufacturing Association (PhRMA), the Illinois Biotechnology Innovation Organization (iBIO) and World Business Chicago. Mr. Walbert received a B.A. in business from Muhlenberg College in Allentown, PA. The Board and Nominating Committee believe that Mr. Walbert’s extensive experience in the biotechnology business, including as a president and chief executive officer, qualifies him to serve on the Board.

  8. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  9. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the fiscal years indicated below.

  10. Summary Compensation Table

    | Name and Principal Position(s) | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Christopher Peetz Chief Executive Officer(5) | 2023 | 660,000 | 1,761,000 | 3,383,920 | 633,600 | 13,200 | 6,451,720 | | | 2022 | 624,000 | 634,800 | 2,682,384 | 449,280 | 12,200 | 4,402,664 | | Eric Bjerkholt Chief Financial Officer(6) | 2023 | 151,562 | 1,673,650 | 2,417,470 | 95,246 | — | 4,337,928 | | | 2022 | — | — | — | — | — | — | | Peter Radovich President and Chief Operating Officer(7) | 2023 | 505,000 | 508,577 | 977,107 | 363,600 | 13,200 | 2,367,484 | | | 2022 | 467,500 | 158,700 | 670,596 | 252,450 | 12,200 | 1,561,446 |

  11. Summary Compensation Table

    __________________ (1)The dollar amounts in this column reflect the aggregate grant date fair value of all stock awards granted during the indicated fiscal year computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of each equity award is measured based on the closing price of our common stock on the date of grant. The dollar amounts for 2023 include the 2023 Executive PSUs (as defined below) awarded on January 31, 2023 and bonuses awarded on January 23, 2024 in recognition of 2023 performance, as more fully described in the “—Bonus Compensation” section below. The value of the 2023 Executive PSUs granted in 2023, assuming achievement of the maximum performance level of 150%, would be: Mr. Peetz – $1,761,000; and Mr. Radovich – $508,577. Our named executive officers may never realize any value from the 2023 Executive PSUs. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. (2)Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 to our consolidated financial statements included in the Annual Report. Our named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. (3)Amounts for 2023 represent bonuses awarded in January 2024 in recognition of 2023 performance, as more fully described in the “—Bonus Compensation” section below. (4)Amounts shown in this column represent matching payments under our 401(k) Plan, a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). (5)Mr. Peetz previously served as our President from December 2018 to January 2024. In January 2024, Peter Radovich was appointed our President. (6)Mr. Bjerkholt joined Mirum in September 2023. (7)Mr. Radovich previously served as our Chief Operating Officer from April 2020 to January 2024, when he was appointed our President in addition to remaining our Chief Operating Officer.

  12. Pension Benefits

    Pension Benefits Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the fiscal year ended December 31, 2023.

  13. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2023.

  14. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth specified information regarding certain equity awards held by each of our named executive officers as of December 31, 2023.

  15. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(3) | | Christopher Peetz | 3/12/2019(4) | 312,500 | — | 2.94 | 3/11/2029 | — | — | — | — | | | 5/14/2019(4) | 343,750 | — | 6.27 | 5/13/2029 | — | — | — | — | | | 1/10/2020(5) | 166,458 | 3,542 | 19.24 | 1/9/2030 | — | — | — | — | | | 1/7/2021(5) | 127,604 | 47,396 | 19.19 | 1/6/2031 | — | — | — | — | | | 1/6/2022(5) | 115,000 | 125,000 | 15.87 | 1/5/2032 | — | — | — | — | | | 1/6/2022 | — | — | — | — | 26,666(6) | 787,180 | — | — | | | 1/31/2023(5) | — | 200,000 | 23.48 | 1/30/2033 | — | — | — | — | | | 1/31/2023 | — | — | — | — | 50,000(6) | 1,476,000 | — | — | | | 1/31/2023 | — | — | — | — | — | — | 50,000(7) | 1,476,000 | | Eric Bjerkholt | 9/11/2023(5) | — | 110,000 | 30.43 | 9/10/2033 | — | — | — | — | | | 9/11/2023 | — | — | — | — | 55,000(6) | 1,623,600 | — | — | | Peter Radovich | 4/28/2020(5) | 169,583 | 15,417 | 16.26 | 4/27/2030 | — | — | — | — | | | 1/7/2021(5) | 47,395 | 17,605 | 19.19 | 1/6/2031 | — | — | — | — | | | 1/6/2022(5) | 28,750 | 31,250 | 15.87 | 1/5/2032 | — | — | — | — | | | 1/6/2022 | — | — | — | — | 6,666(6) | 196,780 | — | — | | | 1/31/2023(5) | — | 57,750 | 23.48 | 1/30/2033 | — | — | — | — | | | 1/31/2023 | — | — | — | — | 14,440(6) | 426,269 | — | — | | | 1/31/2023 | — | — | — | — | — | — | 14,440(7) | 426,269 |

  16. Outstanding Equity Awards at Fiscal Year End

    __________________ (1)All of the option awards were granted under the 2018 Plan, the 2019 Plan or the 2020 Inducement Plan. (2)Stock awards in this column were granted under the 2019 Plan. (3)The market value of awards in this column is calculated by multiplying the number of shares underlying the award shown in the table by $29.52, the closing price of our common stock on December 29, 2023. (4)Fully vested. (5)1/4th of the shares subject to this option award vest one year after the Grant Date. Thereafter, the shares vest in a series of 36 successive equal monthly installments at the end of each month, provided that the award recipient continues to provide services to us through each such date. (6)Represents an RSU award that vests in three equal annual installments on the anniversary of the Grant Date, provided, in each case, that the holder is then providing services to us in accordance with the terms of the 2019 Plan. (7)Represents the 2023 Executive PSUs. For additional detail, see the discussion in Note 12 of the Annual Report and refer to “—Equity-Based Incentive Awards” above.

  17. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Regardless of the manner in which a named executive officer’s service terminates, the named executive officer is entitled to receive amounts earned during his or her term of service, including salary and unused vacation pay. We maintain a severance benefit plan and have entered into a severance benefit plan participation agreement with each of our named executive officers. Pursuant to these agreements, upon a termination without “cause” or resignation for “good reason” (each as defined below), each of our named executive officers will be entitled to continued payment of base salary (12 months for Mr. Peetz and nine months for Messrs. Bjerkholt and Radovich), 12 months of accelerated vesting of all outstanding equity awards that are subject to time-based vesting, measured from the date of termination, and payment of continued group health benefits (12 months for Mr. Peetz and nine months for Messrs. Bjerkholt and Radovich). In addition, upon a termination without cause or resignation for good reason during the period commencing three months prior to a “change in control” (as defined below) and ending 12 months following a change in control, each of our named executive officers will be entitled to extended payment of base salary (24 months for Mr. Peetz and 18 months for Messrs. Bjerkholt and Radovich), accelerated vesting in full of all outstanding equity awards that are subject to time-based vesting, payment of continued group health benefits (24 months for Mr. Peetz and 18 months for Messrs. Bjerkholt and Radovich) and payment of a certain percentage of any annual performance bonus (200% for Mr. Peetz and 150% for Messrs. Bjerkholt and Radovich). For purposes of the severance benefit plan, the following definitions apply: •“cause” generally means the occurrence of any of the following events, conditions or actions with respect to the executive: (i) commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) attempted commission of, or participation in, a fraud or act of dishonesty against us; (iii) intentional, material violation of any contract or agreement between the executive and us or of any statutory duty owed to us; (iv) unauthorized use or disclosure of our confidential information or trade secrets; or (v) gross misconduct; •“good reason” generally means the following events, conditions or actions taken by us with respect to the executive without cause and without the executive’s express written consent: (i) a material reduction of the executive’s annual base salary, which is a reduction of at least 10% of such executive’s base salary (unless pursuant to a salary reduction program applicable generally to our similarly situated employees); (ii) a material reduction in the executive’s authority, duties or responsibilities; (iii) a material reduction in the authority, duties, or responsibilities of the supervisor to whom the executive is required to report; (iv) a relocation of the executive’s principal place of employment to a place that increases such executive’s one-way commute by more than 50 miles as compared to such executive’s then-current principal place of employment immediately prior to such relocation; and •“change in control” generally means the following events: (i) a change in ownership of representing more than 50% of the combined voting power of our outstanding securities, other than by virtue of a merger, consolidation or similar transaction; (ii) a merger, consolidation or similar transaction in which our stockholders do not own more than 50% of the combined voting power of the surviving entity or its parent; (iii) a dissolution or liquidation, except for a liquidation into a parent corporation; and (iv) a sale, lease, exclusive license or other disposition of all or substantially all of our assets.

  18. ITEM 402(v) PAY VERSUS PERFORMANCE

    ITEM 402(v) PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer pay. For further information regarding our compensation, refer to “Executive Compensation.”

  19. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (or “CAP”) is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation described in the “Executive Compensation” section above.

  20. Required Tabular Disclosure of Pay Versus Performance

    | PAY VERSUS PERFORMANCE | | | | | | | | | Summary Compensation Table Total for our Principal Executive Officer (“PEO”) (1)(2) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEOs”)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return (“TSR”)(4) | Net Loss (in thousands)(5) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 6,451,720 | 9,428,246 | 3,352,706 | 3,788,453 | 185.08 | (163,415) | | 2022 | 4,402,664 | 6,502,088 | 1,525,479 | 2,126,933 | 122.26 | (135,665) |

  21. Required Tabular Disclosure of Pay Versus Performance

    __________________ (1)The following individuals are our PEO and other non-PEO NEOs for each fiscal year:

  22. Required Tabular Disclosure of Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | Christopher Peetz | Eric Bjerkholt Peter Radovich | | 2022 | Christopher Peetz | Lara Longpre Peter Radovich Pamela Vig, Ph.D. |

  23. Required Tabular Disclosure of Pay Versus Performance

    (2)Represents the amount of total compensation reported for Christopher Peetz (our Chief Executive Officer) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” (3)Represents the amount of CAP to Christopher Peetz and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP:

  24. Required Tabular Disclosure of Pay Versus Performance

    | Year | NEOs | Summary Compensation Table Total Compensation | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY* | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End* | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End* | Add: Vesting Date Fair Value of Awards Granted during Prior FY that Vested During Applicable FY* | CAP | | | | ($) | ($) | ($) | ($) | ($) | ($)^ | | 2023 | PEO | 6,451,720 | (5,144,920) | 6,797,572 | 849,004 | 474,870 | 9,428,246 | | | Average Non-PEO NEOs | 3,352,706 | (2,788,402) | 2,941,504 | 150,586 | 132,059 | 3,788,453 | | 2022 | PEO | 4,402,664 | (3,317,184) | 3,948,792 | 297,053 | 1,170,764 | 6,502,088 | | | Average Non-PEO NEOs | 1,525,479 | (829,296) | 987,198 | 80,960 | 362,592 | 2,126,933 |

  25. Required Tabular Disclosure of Pay Versus Performance

    *The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. ^ Amount of equity award adjustments may differ from amount reported in the table above due to rounding. (4)For the relevant fiscal year, represents the cumulative TSR of our common stock at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2021. (5)The dollar amounts reported represent the amount of Net (Loss) reflected in the Company’s audited financial statements for the applicable year.

  26. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We have reimbursed, and will continue to reimburse, all of our directors for their travel, lodging and other reasonable expenses incurred in attending meetings of the Board and committees of the Board. The following table sets forth information concerning the compensation paid to our directors during 2023, other than Mr. Peetz, our President and Chief Executive Officer. Mr. Peetz does not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Peetz.

  27. DIRECTOR COMPENSATION

    | Name(1) | Fees Earned or Paid in Cash ($) | Option Awards ($)(2) | Total ($) | | Laura Brege | 80,000 | 346,747 | 426,747 | | Lon Cardon, Ph.D., FMedSci | 50,000 | 144,471 | 194,471 | | William C. Fairey | 65,000 | 346,747 | 411,747 | | Laurent Fischer, M.D. | 75,000 | 346,747 | 421,747 | | Michael Grey | 105,000 | 346,747 | 451,747 | | Patrick Heron | 55,000 | 346,747 | 401,747 | | Niall O’Donnell Ph.D.(2) | 32,500 | — | 32,500 | | Saira Ramasastry, M.S., M.Phil. | 65,000 | 346,747 | 411,747 | | Timothy Walbert(3) | 41,250 | 630,277 | 671,527 |

  28. DIRECTOR COMPENSATION

    __________________ (1)Amounts shown in this column do not reflect dollar amounts actually received by non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 to our consolidated financial statements included in the Annual Report. Our non-employee directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. As of December 31, 2023, Ms. Brege held options to purchase 82,167 shares of our common stock; Dr. Cardon held options to purchase 41,083 shares of our common stock; Mr. Fairey held options to purchase 63,750 shares of our common stock; Dr. Fischer held options to purchase 111,750 shares of our common stock; Mr. Grey held options to purchase 761,676 shares of our common stock; Mr. Heron held options to purchase 68,000 shares of our common stock; Dr. O’Donnell held no options to purchase shares of our common stock; Ms. Ramasastry held options to purchase 58,500 shares of our common stock, 51,000 of which were granted to Ms. Ramasastry in connection with her service on the Board and 7,500 of which were granted to Ms. Ramasastry as compensation for services performed prior to her appointment to the Board; and Mr. Walbert held options to purchase 35,417 shares of our common stock. (2)Dr. O’Donnell resigned from the Board effective upon the June 12, 2023 date of the Company’s 2023 Annual Meeting of Stockholders. (3)Mr. Walbert joined the Board in June 2023. Our Board adopted a non-employee director compensation policy in July 2019 that is applicable to all of our non-employee directors. The compensation policy was amended in April 2020 and April 2022, each following a review of the program. As in effect for 2023, our compensation policy provided that each of our non-employee directors receives the following compensation for service on the Board: •an annual cash retainer of $45,000, with an additional cash retainer of $10,000 to the lead independent director, if any; •an additional annual cash retainer of $10,000, $10,000 and $5,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating Committee, respectively; •an additional annual cash retainer of $60,000, $20,000, $20,000 and $10,000 for service as Chair of the Board, Audit Committee, Compensation Committee and the Nominating Committee, respectively; •an initial option grant to purchase 34,000 shares of our common stock on the date of each such non-employee director’s appointment to the Board; and •an annual option grant to purchase 17,000 shares of our common stock on the date of each of our annual stockholder meetings. Each of the option grants described above were granted under our 2019 Plan, the terms of which are described in more detail above under “Executive Compensation—Employee Benefit Plans—2019 Equity Incentive Plan.” Each initial option grant will vest and become exercisable in three equal annual installments over the three-year period following the date of grant, subject to the director’s continuous service as of each such date, and will vest in full upon a change of control. Each annual option grant will vest and become exercisable on the earlier of the first anniversary of the date of grant or the next annual stockholder meeting, subject to the director’s continuous service as of such date and will vest in full upon a change of control. The term of each option will be ten years, subject to earlier termination as provided in the 2019 Plan. In April 2024, our Compensation Committee adopted a revised non-employee director compensation policy effective as of April 4, 2024 (the “Current Non-Employee Director Compensation Policy”). The Current Non-Employee Director Compensation Policy made no changes to the cash-based non-employee director compensation in effect prior to such revised policy, except to increase the annual cash retainer from $45,000 to $50,000. The Current Non-Employee Director Compensation Policy replaces the equity awards referenced above, such that on and after April 4, 2024, our non-employee directors will receive the following equity compensation for service on the Board: •an initial equity grant consisting of a nonstatutory stock option (an “Initial Director Option Grant”) and an RSU award (an “Initial Director RSU Grant” and together with the Initial Director Option Grant, the “Initial Director Grant”) upon initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), with an aggregate grant date fair value of the Initial Director Grant equal to $450,000, with 50% of such dollar value awarded as an Initial Director Option Grant (as determined using the Black-Scholes calculation methodology, rounded down to the nearest whole share) and 50% as an Initial Director RSU Grant (valued using the closing sales price per share of our common stock as of the date of grant for each RSU, rounded down to the nearest whole share); and •an annual equity grant consisting of a nonstatutory stock option (an “Annual Director Option Grant”) and an RSU award (an “Annual Director RSU Grant” and together with the Annual Director Option Grant, the “Annual Director Grant”) on the date of each of our annual stockholder meetings with an aggregate grant date fair value of the Annual Director Grant equal to $300,000, with 50% of such dollar value awarded as an Annual Director Option Grant (as determined using the Black-Scholes calculation methodology, rounded down to the nearest whole share) and 50% as an Annual Director RSU Grant (valued using the closing sales price per share of our common stock as of the date of grant for each RSU, rounded down to the nearest whole share). Under the Current Non-Employee Director Compensation Policy, each of the option grants and RSU awards described above will be granted under our 2019 Plan, the terms of which are described in more detail above under “Executive Compensation—Employee Benefit Plans—2019 Equity Incentive Plan.” Each share subject to an Initial Director Grant will vest and become exercisable in three equal annual installments over the three-year period following the date of grant, subject to the director’s continuous service as of each such date, and will vest in full upon a change of control. Each Annual Director Grant will vest and become exercisable on the earlier of the first anniversary of the date of grant or the next annual stockholder meeting, subject to the director’s continuous service as of such date, and will vest in full upon a change of control. The term of each option will be ten years, subject to earlier termination as provided in the 2019 Plan. Under the Current Non-Employee Director Compensation Policy, the Company adopted a deferral program for Initial Director RSU Grants and Annual Director RSU Grants to non-employee directors. Such deferral program allows non-employee directors to defer receipt of shares that may vest under future Initial Director RSU Grants and Annual Director RSU Grants until the earlier to occur of (a) 60 days following separation from service or (b) immediately prior to a change in control.