DEF 14A of Arcutis Biotherapeutics, Inc.
Filed Apr 26, 2024 · FY20230001787306-24-000061
TABLE OF CONTENTS
| Compensation Discussion and Analysis | 34 | | 2023 Summary Compensation Table | 35 | | Outstanding Equity Awards at 2023 Fiscal Year End | 39 | | Equity Compensation Plan Information | 43 | | DIRECTOR COMPENSATION | 44 | | Non-Employee Director Compensation Program | 44 | | INFORMATION ABOUT STOCK OWNERSHIP | 47 | | Security Ownership of Certain Beneficial Owners and Management | 47 | | Delinquent Section 16(a) Reports | 50 | | PROPOSAL NO. 3 APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 50 | | Background | 50 | | Board Recommendation | 50 | | ADDITIONAL INFORMATION | 51 | | Householding of Proxy Materials | 51 | | Other Matters | 51 | | Copies of Notice and Proxy Card | 53 |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Board Size and Structure
Board Size and Structure Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a staggered, three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified. The Board currently consists of 9 seated directors, divided into the three following classes: •Class I directors: Terrie Curran, Halley Gilbert and Keith R. Leonard, Jr., whose current terms will expire at the Annual Meeting; •Class II directors: Bhaskar Chaudhuri, Ph.D., Howard Welgus, M.D. and Sue-Jean Lin, whose current terms will expire at the annual meeting of stockholders to be held in 2025; and •Class III directors: Patrick Heron, Neha Krishnamohan, and Todd Franklin Watanabe, whose current terms will expire at the annual meeting of stockholders to be held in 2026. At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders and until each such director's successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification or removal. Ms. Curran, Ms. Gilbert and Mr. Leonard have been nominated to serve as Class I directors and have each elected to stand for reelection. Each director to be elected will hold office from the date of their election by the stockholders until the third subsequent annual meeting of stockholders and until his or her successor is elected and has been qualified, or until such director’s earlier death, resignation, disqualification or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of these three nominees. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting. The following table sets forth, for the Class I nominees (who are currently standing for re-election) and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of April 22, 2024, tenure on the Board, and position/office held within the Company:
Board Size and Structure
| Name | Age | Position/Office Held With the Company | Director Since | | Class I Directors whose terms expire at the Annual Meeting of Stockholders | | | | | Terrie Curran (3) | 55 | Director | 2020 | | Halley E. Gilbert (1) | 54 | Director | 2020 | | Keith R. Leonard, Jr. (2) | 62 | Director | 2021 | | Class II Directors whose terms expire at the 2025 Annual Meeting of Stockholders | | | | | Bhaskar Chaudhuri, Ph.D. (2) | 69 | Director | 2016 | | Howard G. Welgus, M.D. (3) | 72 | Director | 2020 | | Sue-Jean Lin (1) (3) | 65 | Director | 2021 | | Class III Directors whose terms expire at the 2026 Annual Meeting of Stockholders | | | | | Patrick J. Heron (2) | 53 | Chairman and Director | 2016 | | Neha Krishnamohan (1) | 37 | Director | 2022 | | Todd Franklin Watanabe | 56 | President, Chief Executive Officer and Director | 2017 |
Board Size and Structure
(1)Member of the Audit Committee. (2)Member of the Compensation Committee. (3)Member of the Nominating and Corporate Governance Committee.
Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders
Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders Terrie Curran has served as a member of our board of directors since November 2020 and has served as the Chair of the Nominating and Corporate Governance Committee since 2021. Ms. Curran has served as the Chief Executive Officer and President of Phathom Pharmaceuticals, Inc., a late clinical-stage biopharmaceutical company focused on developing and commercializing new treatments for gastrointestinal diseases, since December 2019, and has served as a member of its board of directors since August 2019. Since November 2016, Ms. Curran has served as a member of the board of directors of Myovant Sciences Ltd., a clinical-stage biopharmaceutical company with a focus on treatments for women suffering from uterine fibroids, endometriosis and infertility and men suffering from prostate cancer. Ms. Curran previously served as the President, Global Inflammation and Immunology (I&I) Franchise at Celgene Corporation and a member of its Executive Committee from April 2017 until November 2019. Ms. Curran joined Celgene in 2013 as the U.S. Commercial Head of the I&I Franchise and built the capabilities and recruited the teams that executed the successful launch of OTEZLA, before becoming Head of Worldwide Markets. Prior to joining Celgene, she served as Senior Vice President and General Manager - Global Women’s Health at Merck & Co. Before joining Merck, Ms. Curran held a number of Country General Manager positions at Schering-Plough and Pharmacia across Europe and Asia Pacific. She previously served on the board of H. Lundbeck A/S, a global pharmaceutical company. Ms. Curran holds a Graduate Diploma of Marketing and a Bachelor of Applied Science (B.A.S.) from the University of Technology, Sydney. We believe Ms. Curran is qualified to serve on our board of directors because of her expertise in dermatology and years of experience in the pharmaceutical industry, including positions in senior executive roles at major pharmaceutical companies. Halley E. Gilbert has served as a member of our board of directors since May 2020. Ms. Gilbert is currently the Chief Legal Officer of CARGO Therapeutics, a cell therapy company focused on oncology indications. From August 2021 through April 2022, Ms. Gilbert served as Chief Legal Officer of NeoGenomics Laboratories, a cancer diagnostics company. From July 2020 to August 2021, Ms. Gilbert served as Chief Operating Officer of Invivyd, Inc. (formerly, Adagio Therapeutics), a clinical stage company developing antibodies for infectious diseases. Prior to Invivyd, Ms. Gilbert held various roles at Ironwood Pharmaceuticals from February 2008 through February 2020, including Senior Vice President for Corporate Development, Chief Administrative Officer, and Chief Legal Officer. Prior to joining Ironwood Pharmaceuticals, Ms. Gilbert was Vice President, Deputy General Counsel at Cubist Pharmaceuticals, Inc. and previously served as a corporate counsel at Genzyme Corp., prior to its acquisition by Sanofi. She began her career at Skadden, Arps, Slate, Meagher & Flom LLP, where she specialized in mergers and acquisitions and securities law. Ms. Gilbert currently serves on the board of directors, including as chair of the nominating and corporate governance committee and a member of the audit committee, of each of Vaxcyte, Inc., a biopharmaceutical company developing vaccines for infectious disease targets, and CytomX Therapeutics, Inc., a biopharmaceutical company focused on the development of therapeutic cancer treatments. Ms. Gilbert previously served on the board of directors of Dermira, Inc. (acquired by Eli Lilly and Company), a commercial-stage company focused on medical dermatology, and Achaogen, Inc. (acquired by Cipla), a commercial-stage biopharmaceutical company that developed novel antibacterial therapies. Ms. Gilbert holds a B.A. in Political Science from Tufts University and J.D. from Northwestern University School of Law. We believe that Ms. Gilbert is qualified to serve on our board of directors because of her significant experience launching new medicines and her in-depth knowledge of legal matters, corporate and business development, compliance and government affairs from her extensive biopharmaceutical industry experience. Keith R. Leonard, Jr., has served as a member of our board of directors since September 2021. Mr. Leonard is chairman of the board of Unity Biotechnology where he served as chief executive officer from 2016 to 2020, and currently serves on the board of robotic surgery pioneer Intuitive Surgical. Previously, Mr. Leonard served as the chief executive officer of Kythera Biopharmaceuticals from its founding in 2005 to its acquisition by Allergan plc in 2015. Before Kythera, Mr. Leonard spent 13 years at Amgen, ultimately as senior vice president and general manager of Amgen Europe, where he ran all commercial operations in 28 countries. Prior to that position, Mr. Leonard ran Amgen’s manufacturing operations in Europe, established Amgen’s presence in inflammation, served as head of information management, and had leadership roles in sales and marketing, engineering, operations, and finance. Mr. Leonard previously served as an independent director of Sanifit Laboratories SA (a privately held clinical-stage biopharmaceutical company), Sienna Biopharmaceuticals, Inc., Anacor Pharmaceuticals, Inc., Affymax, Inc., and ARYx Therapeutics, and was a venture partner with ARCH Venture Partners. He holds a Master of Business Administration from the Anderson School of Management, University of California, Los Angeles, a Master of Science in mechanical engineering from University of California, Berkeley, a Bachelor of Arts in history from University of Maryland, College Park, and a Bachelor of Science in engineering from University of California, Los Angeles. We believe Mr. Leonard is qualified to serve on the board of directors because of his years of experience as an executive in the pharmaceutical industry, his expertise in dermatology and deep commercial expertise.
Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Bhaskar Chaudhuri, Ph.D. has served as a member of our board of directors since April 2016, has served as the Chair of the Compensation Committee since 2020 and is one of our co-founders. Since June 2011, he has been the Operating Partner at Frazier Healthcare Ventures. Prior to that time, Dr. Chaudhuri served as President of Valeant Pharmaceuticals International, Inc. (currently Bausch Health) from January 2009 to September 2010. Prior to joining Valeant, Dr. Chaudhuri served for seven years as President and Chief Executive Officer of Dow Pharmaceutical Sciences, Inc. and as a member of its board of directors from 2003 to 2008, at which time Dow was acquired by Valeant. Prior to that, Dr. Chaudhuri served as Executive Vice President of Scientific Affairs at Bertek Pharmaceuticals, Inc., a subsidiary of Mylan N.V., from September 2000 to March 2002. Prior to his position at Bertek, Dr. Chaudhuri served as the General Manager of the Dermatology Division of Mylan from September 1998 to August 2000. Dr. Chaudhuri joined Mylan through the acquisition of Penederm, Inc., where he worked from 1992 to 1998 in a number of senior positions before becoming the Vice President of Research and Development. Dr. Chaudhuri serves on the boards of directors of Tarsus Pharmaceutical, Inc., and previously served on the board of directors of Teligent, Inc. and Corium International, Inc. He also serves on the Advisory Board of the Johns Hopkins Berman Institute of Bioethics. Dr. Chaudhuri received a B.S. in Pharmacy and a M.S. in Industrial Pharmacy from Jadavpur University and a Ph.D. in Pharmaceutics from the University of Louisiana. We believe Dr. Chaudhuri is qualified to serve on our board of directors because of expertise in dermatology and his many years of experience in the pharmaceutical industry, including his prior positions in senior executive roles at major pharmaceutical companies. Howard G. Welgus, M.D. has served as a member of our board of directors since August 2020. Dr. Welgus served as our Chief Medical Officer from April 2017 to July 2020. From February 2016 to June 2018, Dr. Welgus served as the Chief Medical Officer at Verrica Pharmaceuticals Inc. Prior to joining Verrica, Dr. Welgus served as the Chief Medical Officer at Thesan Pharmaceuticals Inc. from September 2012 to November 2016 and served as the Chief Medical Officer at Nycomed US Inc. from May 2009 to November 2010. From 1999 to 2009, he served as the Vice President and head of the Dermatology and Inflammation therapeutic areas in Discovery at Pfizer Inc. in Ann Arbor, MI. Prior to joining the private sector, Dr. Welgus was a faculty member at Washington University for 17 years. Dr. Welgus is a board-certified dermatologist and received a M.D. from Washington University School of Medicine in St. Louis and a B.A. in Biology from Rice University. We believe that Dr. Welgus is qualified to serve on our board of directors because of his extensive knowledge of our business, expertise in dermatology and his experience in the biopharmaceutical industry. Sue-Jean Lin has served as a member of our board of directors since June 2021 and has served as the Chair of the Audit Committee since September 2022. Since 2018, Ms. Lin has served as a Senior Vice President and Chief Information Officer, and in 2021 expanded her role to Chief Information and Transformation Officer, at Alcon, a global leader in eye care where she played a key role during its journey to becoming an independent, publicly traded company. From 2016 to 2018, she served as a member of the Hill-Rom executive leadership team, serving in the capacity of senior vice president and chief information officer. Here she was instrumental in developing a new business model that enabled patient engagement and improved the effectiveness of biomedical professionals. From 1989 to 2015, she also served multiple roles, including as the senior vice president and chief information officer, and as the regional chief financial officer for Europe, Middle East, Africa, and Asia Pacific commercial operations at Allergan, plc, a public pharmaceutical company that was acquired by AbbVie Inc. in 2020. Ms. Lin holds a bachelor’s degree in accounting and a master’s degree in business administration from the University of Nevada, Reno. We believe Ms. Lin is qualified to serve on our board of directors because of her experience in senior executive positions in a number of industries, including healthcare, expertise in dermatology, and her financial, information technology and cybersecurity expertise.
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Patrick J. Heron has served as the Chair of our board of directors since December 2019, and has been a member of our board of directors since April 2016. Since September 1999, Mr. Heron has been a managing general partner with Frazier Life Sciences, where he has been active in company formations and initial investments in various biotechnology companies, including Marcadia Biotech Inc., Calixa Therapeutics, Inc. and VentiRx Pharmaceuticals, Inc. He also led Frazier’s involvement in MedPointe Inc. Prior to joining Frazier, Mr. Heron helped develop McKinsey & Company’s west coast biotechnology consulting practice. Mr. Heron currently serves on the board of directors of several private companies and the following public companies: Mirum Pharmaceuticals, Inc., Alpha-9 Theranostics, Inc., Alceptor Therapeutics, Inc., MBX Biosciences, Inc., ScoutBio, Inc., HilleVax, Inc. and SanRemo Therapeutics Holdings Limited. He previously served on the boards of directors including Vaxcyte, Inc. (2017 to 2021), Passage Bio, Inc. (2018 to 2021), Iterum Therapeutics, plc. (2014 to 2022), Imago Biosciences, Inc. (2014 to 2022). Mr. Heron received a B.A. in Political Science from the University of North Carolina at Chapel Hill and an M.B.A. from Harvard Business School. We believe that Mr. Heron is qualified to serve on our board of directors because of his investing and operations experiences in the life sciences industry. Neha Krishnamohan has served as a member of our board of directors since September 2022. Ms. Krishnamohan is currently the Chief Financial Officer and Executive Vice President, Corporate Development at Artiva Biotherapeutics, Inc., an off-the-shell NK cell therapy company focused on autoimmune and oncology indications. Ms. Krishnamohan served as Chief Financial Officer and Executive Vice President, Corporate Development at Kinnate Biopharma Inc., a publicly traded biopharmaceutical company from June 2021 until its acquisition by XOMA Corporation in April 2024.. Prior to joining Kinnate, she was with Goldman Sachs where she held various roles since July 2008, most recently as Vice President in the Healthcare Investment Banking Group. During her tenure at Goldman Sachs, she advised a variety of biopharmaceutical company boards of directors and management teams on a broad range of strategic financial matters; and executing financings and leading M&A transactions. Ms. Krishnamohan holds a B.S.E. with a double major in Biomedical Engineering and Economics from Duke University. We believe that Ms. Krishnamohan is qualified to serve on our board of directors because of her business and financial expertise, including capital markets, and her experience as a senior executive in the biopharmaceutical industry. Todd Franklin Watanabe has served as our President and Chief Executive Officer since April 2017. Prior to joining Arcutis Biotherapeutics, he served as co-founder and Chief Operating Officer of Kanan Therapeutics, Inc., a cardiovascular drug development company from December 2015 to February 2018, and before that, he served as Vice President of Strategy and Corporate Development at Kythera Biopharmaceuticals Inc. from October 2013 to November 2015. Mr. Watanabe was an executive at Amgen, Inc. from 2005 to 2013, where he was involved in the development of Repatha for hyperlipidemia and Aimovig for migraine, and worked on the U.S. marketing of Enbrel in both dermatology and rheumatology. Previously, he was an executive with Eli Lilly and company, and an official in the U.S. Government. He was also a commissioned officer in the U.S. Navy Reserves for 25 years. Mr. Watanabe received his M.A. in National Security Studies, and his B.A. in International Relations, both from Georgetown University. We believe that Mr. Watanabe is qualified to serve on our board of directors because of his expertise in dermatology and experience with biotechnology companies, including working with and serving in various executive positions in life sciences companies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE THREE NAMED CLASS I DIRECTOR NOMINEES
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE THREE NAMED CLASS I DIRECTOR NOMINEES
2023 Peer Group
2023 Peer Group With the assistance of Pay Governance, the Compensation Committee identified the following 17 publicly-traded, U.S.-based biotechnology/biopharmaceutical companies as our peer group to be used in reviewing executive compensation for 2023:
2023 Peer Group
| 2023 Peer Group | | | | Agios Pharmaceuticals | Alector | AnaptysBio | | Axsome Therapeutics | BioCryst Pharmaceuticals | BridgeBio Pharma | | Cara Therapeutics | FibroGen | Karuna Therapeutics | | Krystal Biotech | Kura Oncology | MannKind Corporation | | Revance Therapeutics | Sage Therapeutics | Travere Therapeutics | | Vanda Pharmaceuticals | Y-maBs Therapeutics | |
2023 Summary Compensation Table
2023 Summary Compensation Table The following table sets forth information regarding the total compensation, for services rendered in all capacities, that was paid or awarded to or earned by our NEOs during the fiscal years ended December 31, 2023 and 2022.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Todd Franklin Watanabe | 2023 | 633,500 | 1,384,250 | 2,543,320 | 354,127 | 20,069 | 4,935,266 | | President and Chief | 2022 | 590,000 | 1,252,803 | 2,314,700 | 407,100 | 16,952 | 4,581,555 | | Executive Officer | | | | | | | | | Patrick E. Burnett, | 2023 | 477,267 | 332,220 | 611,185 | 230,878 | 14,795 | 1,666,345 | | M.D., Ph.D. | 2022 | 457,167 | 314,526 | 579,598 | 210,297 | 22,490 | 1,584,078 | | Chief Medical Officer | | | | | | | | | L. Todd Edwards (4) | 2023 | 131,254 | 334,800 | 938,855 | 241,883 | 11,055 | 1,657,847 | | Chief Commercial Officer | | | | | | | |
2023 Summary Compensation Table
(1)Amounts reflect the full grant date fair value of stock and option awards computed in accordance with ASC Topic 718. See Note 10 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for the assumptions used in calculating these amounts. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting of the applicable awards. (2)Amounts represent the annual performance-based cash incentive earned by our NEOs based on the achievement of certain corporate performance objectives and individual performance during 2023. These amounts were paid to the NEOs in March 2024. Please see the descriptions of the annual performance incentive payments paid to our NEOs under “Cash-Based Incentive Compensation” above. (3)Amount represents our matching contributions under our 401(k) plan and reimbursements for travel and housing related to travel to Corporate headquarters. 401(k) matching contributions were $13,750 for Mr. Watanabe, $9,622 for Mr. Burnett, and $4,167 for Mr. Edwards. Travel and housing reimbursements related to travel to Corporate headquarters were $6,319 for Mr. Watanabe, $5,173 for Mr. Burnett, and $6,888 for Mr. Edwards. (4)Mr. Edwards commenced services with us in September 2023.
Pay Versus Performance
Pay Versus Performance The following table sets forth information regarding the total compensation, for services rendered in all capacities, that was paid to, awarded to or earned by our CEO (referred to below as our “PEO” or principal executive officer) (and on average to our non-CEO NEOs, or our “Other NEOs”), as compared to compensation actually paid (“CAP”) to our CEO (and on average to our Other NEOs) and certain Company and peer performance measures during the years ended December 31, 2023, 2022 and 2021, as calculated in accordance with Item 402(v) of Regulation S-K (the “Pay Versus Performance Table”).
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($)(1) | Total Shareholder Return ($)(2) | Net Income ($) | | 2023 | 4,935,266 | (1,156,797) | 1,622,096 | 231,716 | 14.82 | (262,140,000) | | 2022 | 4,581,555 | 2,422,054 | 2,310,749 | 1,326,466 | 67.89 | (311,458,000) | | 2021 | 4,824,123 | 441,904 | 3,070,296 | 1,021,432 | 95.14 | (206,356,000) |
Pay Versus Performance
(1)Amounts represent compensation actually paid to our CEO (which was Todd Franklin Watanabe each year) and the average compensation actually paid to our Other NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes:
Pay Versus Performance
| Year | Other NEOs | | 2023 | Patrick Burnett and L. Todd Edwards | | 2022 | Masaru Matsuda, Patrick Burnett, Kenneth Lock and Scott Burrows | | 2021 | Matthew Moore, Scott Burrows, Patrick Burnett, David Osborne and John Smither |
Pay Versus Performance
CAP to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
Pay Versus Performance
| | 2023 | | | Adjustments | PEO | Average Other NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(3,927,570) | $(1,108,530) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $594,102 | $413,944 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $206,658 | $24,831 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $(2,062,079) | $(566,778) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $(903,175) | $(193,848) | | TOTAL ADJUSTMENTS | $(6,092,064) | $(1,430,381) |
Pay Versus Performance
(2)The column assumes $100 was invested for the period starting January 31, 2020 (Date of Arcutis Biotherapeutics IPO) through the end of the listed year in the Company. Historical stock performance is not necessarily indicative of future stock performance.
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program We maintain a compensation program that was last amended in May 2023 and provides cash and equity compensation to our non-employee directors (the “Non-Employee Director Compensation Program”) for their service on the Board and its committees as discussed below. The Non-Employee Director Compensation Program is intended to be fair and competitive to account for the time and effort required of our directors. We do not provide directors who are also our employees any additional compensation for their service as directors.
Director Compensation Table
Director Compensation Table The following table sets forth information concerning the compensation earned by our non-employee directors during the year ended December 31, 2023.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1) | Stock Awards ($) (2) (3) | All Other Compensation ($) | Total ($) | | Bhaskar Chaudhuri, Ph.D. | 60,833 | 60,047 | 32,856 | — | 153,737 | | Terrie Curran | 55,833 | 60,047 | 32,856 | — | 148,737 | | Halley Gilbert | 55,833 | 60,047 | 32,856 | — | 148,737 | | Patrick J. Heron | 88,333(4) | 60,047 | 32,856 | — | 181,237 | | Neha Krishnamohan | 55,833 | 60,047 | 32,856 | — | 148,737 | | Keith R. Leonard | 53,333 | 60,047 | 32,856 | — | 146,237 | | Sue-Jean Lin | 70,833 | 60,047 | 32,856 | — | 163,737 | | Howard G. Welgus, M.D. | 50,833 | 60,047 | 32,856 | 500(5) | 144,237 |
Director Compensation Table
(1)Amounts reflect the full grant date fair value of stock options granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 10 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for the assumptions used in calculating these amounts. (2)Amount reflects the full grant date fair value of restricted stock units granted during 2023 rather than the amounts paid to or realized by the named individual. See Note 10 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for the assumptions used in calculating these amounts. (3)Ms. Krishnamohan, Mr. Leonard and Ms. Lin elected to defer receipt of the shares underlying their vested restricted stock units until the earlier of (i) 5 years from grant, (ii) 6 months after separation from services if a specified employee within the meaning of Section 409A, or (iii) upon a change in control event within the meaning of Section 409A. Ms. Gilbert and Mr. Heron elected to defer receipt of their restricted stock units granted in 2023 until the earlier of (i) 6 months after separation from services if a specified employee within the meaning of Section 409A, or (ii) upon a change in control event within the meaning of Section 409A. There were no shares which had vested but been deferred as of December 31, 2023. (4)Amount paid to Frazier Healthcare Partners on behalf of Mr. Heron’s service as members of the Board. (5)Amount represents consulting fees paid for services other than as a member of our Board. As of December 31, 2023, outstanding options and restricted stock units held by our current non-employee directors were as follows:
Director Compensation Table
| | Shares Subject to Outstanding Options | Restricted Stock Units | | Bhaskar Chaudhuri, Ph.D. | 161,372 | 4,375 | | Terrie Curran | 74,907 | 4,375 | | Halley Gilbert | 74,907 | 4,375 | | Patrick J. Heron | 61,407 | 4,375 | | Neha Krishnamohan | 41,702 | 4,375 | | Keith R. Leonard | 56,923 | 4,375 | | Sue-Jean Lin | 49,739 | 4,375 | | Howard G. Welgus, M.D. (1) | 115,421 | 6,625 |
Director Compensation Table
(1)Dr. Welgus received restricted stock units and stock options that were granted for his service as Chief Medical Officer, which continue to vest subject to his continued service as a member of our Board. 78,014 of his outstanding options and 2,250 of his outstanding RSU’s relate to his awards granted as CMO.