DEF 14A of Jade Biosciences, Inc., Apr 26, 2024

DEF 14A of Jade Biosciences, Inc.

Filed Apr 26, 2024 · FY20230001798749-24-000022

Open on EDGAR

  1. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and age as of April 12, 2024.

  2. Nominees for Election as Class III Directors

    | | Positions and Offices Held with Aerovate | Director | | | Name | Therapeutics, Inc. | Since | Age | | David Grayzel, M.D. | Director | 2020 | 56 | | Maha Katabi, Ph.D. | Director | 2020 | 50 |

  3. Nominees for Election as Class III Directors

    David Grayzel, M.D. Dr. Grayzel has served as a member of our board of directors since August 2020. Dr. Grayzel joined Atlas Venture in June 2010 and has been a Partner since April 2014. Dr. Grayzel co-founded and served as Chief Executive Officer of Arteaus Therapeutics, LLC from June 2011 until it was acquired by Eli Lilly and Company in January 2014, served as co-founder and Chief Executive Officer of Annovation Biopharma, Inc. from May 2011 until it was acquired by The Medicines Company in February 2015, served as a founding board member of Delinia, Inc. from September 2015 until it was acquired by Celgene Corporation in January 2017, served as a co-founder and a member of the board of directors of Cadent Therapeutics, Inc., until it was acquired by Novartis AG, or Novartis, in December 2020, and served as a co-founder and board member of Surface Oncology, Inc., a publicly-traded company, from April 2014 until it was acquired by Coherus BioSciences, Inc. in September 2023. Dr. Grayzel is a co-founder of Q32 Bio, Inc, or Q32 Bio, a publicly-traded company, and has served as a member of Q32 Bio’s board of directors since 2017. He also serves as a board member of several private companies, including Affinia Therapeutics, Inc., Triana Biomedicines, Inc., Radera Biotherapeutics, Inc., Vima Therapeutics, Inc., and Comanche Biopharma Corp., and formerly served on the board of directors of Xilio Therapeutics, Inc, a publicly-traded company. Dr. Grayzel serves on the board of directors of Acera School, Inc. (The Massachusetts School for Science, Creativity, and Leadership). He also serves as an advisor to several organizations including Memorial Sloan Kettering Cancer Center’s, or MSKCC. Technology Development Fund, the American Heart Association’s One Brave Idea, and is on the Scientific Advisory Board of the Tri-TDI that includes Rockefeller University, MSKCC, and Cornell University. Dr. Grayzel received a B.A. in Psychology from Stanford University, an M.D. from Harvard Medical School, and completed his internship and residency training in Internal Medicine at Massachusetts General Hospital. We believe that Dr. Grayzel’s experience working with and serving on the boards of directors of life sciences companies and his experience working in the venture capital industry qualify him to serve on our board of directors. Maha Katabi, Ph.D. Dr. Katabi has served as a member of our board of directors since August 2020. Dr. Katabi has been a General Partner at Sofinnova Investments, a venture capital firm, since March 2020. She joined Sofinnova as a Partner in April 2019. Prior to joining Sofinnova, Dr. Katabi was a founding Managing Partner at Oxalis Capital, a venture capital firm, from August 2018 until April 2019. From September 2008 until January 2018, Dr. Katabi was an Investment Manager and later Partner, Private Equity at Sectoral Asset Management, an investment advisor exclusively focused on the global healthcare sector, where she was the portfolio manager of a family of funds investing in small cap and private biotech companies. Prior to joining Sectoral, Dr. Katabi was a Vice President at Ventures West from 2004 to 2008, where she focused on early-stage venture investments in the life sciences industry. She started her venture capital career in 1999 with T2C2 Capital Bio, a seed fund focused on university start-ups. Dr. Katabi has served as a member of the board of directors of several private companies, and currently serves as a director of Quanta Therapeutics, Inc., Star Therapeutics LLC, , and Sofinnova Investments, Inc. and previously served as a member of the board of directors of Aiolos Bio, Inc., Amplys Pharmaceuticals, Inc. and Gyroscope Therapeutics Limited. Dr. Katabi also currently serves on the board of Vera Therapeutics, Inc. and formerly served as a board member of Rayze Bio, Inc., each a publicly-traded company. She serves as Chairman of the board of directors of Exactis Innovation, a not for profit pan-Canadian research network for precision oncology, and an advisor to amplifyHERscience, within Yale Ventures. She received a Ph.D. in Pharmacology and a B.Sc. in Biology at McGill University and her CFA charter in 2011. We believe that Dr. Katabi is qualified to serve on our board of directors due to her experience as a biopharmaceutical and biotechnology public and private company investor. 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, properly submitted proxies will be voted for the election of such substitute nominee as our board of directors may designate.

  4. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 12, 2024.

  5. Directors Continuing in Office

    | | Positions and Offices | | Class and Year | | | | Held with Aerovate | Director | in Which Term | | | Name | Therapeutics, Inc. | Since | Will Expire | Age | | Mark Iwicki | Director | 2021 | Class I - 2025 | 57 | | Timothy P. Noyes | Director and Chief Executive Officer | 2021 | Class I - 2025 | 62 | | Donald J. Santel | Director | 2023 | Class I - 2025 | 63 | | Habib J. Dable | Chairperson and Director | 2023 | Class II – 2026 | 54 | | Allison Dorval | Director | 2021 | Class II – 2026 | 48 | | Joshua Resnick, M.D. | Director | 2020 | Class II – 2026 | 49 |

  6. Class I Directors (Term Expires at 2025 Annual Meeting)

    Class I Directors (Term Expires at 2025 Annual Meeting) Mark Iwicki Mr. Iwicki has served as Chairperson of our board of directors from February 2021 until March 2024, and continues to serve as a member of our board of directors. Mr. Iwicki has served as the Chief Executive Officer and Chairman of the board of directors of Kala Pharmaceuticals, Inc., or Kala, since March 2015. Prior to joining Kala, Mr. Iwicki served as President and Chief Executive Officer of Civitas Therapeutics, Inc., or Civitas, a biopharmaceutical company, from January 2014 to October 2014. Prior to Civitas, Mr. Iwicki served as President and Chief Executive Officer at Blend Therapeutics, Inc., or Blend, a biopharmaceutical company, from December 2012 to January 2014. Prior to Blend, Mr. Iwicki was President and Chief Executive Officer of Sunovion Pharmaceuticals Inc. (formerly Sepracor Inc.), or Sunovion, a pharmaceutical company, from October 2007 to June 2012. Prior to joining Sunovion, Mr. Iwicki was Vice President and Business Unit Head at Novartis, a biopharmaceutical company, from March 1998 to October 2007. In addition to Kala and serving on our board of directors, Mr. Iwicki also currently serves on the board of directors of Akero Therapeutics, Inc., Merus N.V., Third Harmonic Bio, Inc., Q32 Bio, and formerly served on the board of directors of Aimmune Therapeutics, Inc. and Pulmatrix Inc., all publicly-traded companies. Mr. Iwicki holds a B.S. in Business Administration from Ball State University and an M.B.A. from Loyola University. We believe that Mr. Iwicki’s extensive experience as a pharmaceutical industry leader managing all stages of drug development and commercialization in multiple therapeutic areas qualifies him to serve as a member of our board of directors. Timothy P. Noyes Mr. Noyes has served as our Chief Executive Officer since February 2021 and a member of our board of directors since April 2021. Prior to joining the Company, from October 2019 to February 2021, Mr. Noyes served as President and Chief Executive Officer and a member of the board of directors of Arcuate Therapeutics, Inc. From April 2006 to September 2019, Mr. Noyes served as a member of the board of directors of Proteon Therapeutics, Inc., or Proteon, which changed its name in January 2020 to ArTara Therapeutics, Inc., or ArTara, a publicly traded pharmaceutical company. From April 2006 to January 2020, Mr. Noyes also served as President and Chief Executive Officer of Proteon, until Proteon completed its merger with ArTara. From January 2002 to March 2006, Mr. Noyes served as Chief Operating Officer of Trine Pharmaceuticals, Inc., or Trine. Before joining Trine, Mr. Noyes held several management positions with GelTex Pharmaceuticals Inc., or GelTex, from 1996 to 2001, prior to its acquisition by Genzyme Corporation. After the acquisition, from 2001 to 2002, he held the positions of President, Renal Division and President, GelTex. Prior to GelTex, he worked for several years at Merck across multiple roles in its hypertension and heart failure group and managed care division, and on its Vasotec and Prilosec products. Mr. Noyes received an A.B. from Harvard College and an M.B.A. from Harvard Business School. We believe Mr. Noyes is qualified to serve as a member of our board of directors because of his role with us and his extensive operational knowledge of, and executive level management experience in, the biopharmaceutical industry. Donald J. Santel Mr. Santel has served as a member of our board of directors since January 2023. In addition to serving on our board of directors, Mr. Santel has served on the board of directors of 48 Bio, Inc. since October 2023. Mr. Santel previously served on the board of directors of Oyster Point Pharma, Inc., a publicly-traded commercial-stage biopharmaceutical company focused on therapies to treat ophthalmic diseases, from August 2021 until the sale of the company to Viatris, Inc. in January 2023. Mr. Santel also previously served as Executive Chairman of Adicet Bio, Inc., or Adicet Bio, a private allogeneic cell therapy oncology company, from October 2017 until its reverse merger with resTORbio, Inc. in September 2020. From March 2018 through April 2019, Mr. Santel also served as Adicet Bio’s interim Chief Executive Officer. He previously served as Chief Executive Officer of Hyperion Therapeutics, Inc., or Hyperion, a publicly-traded company, from June 2008 until the sale of the company to Horizon Pharma plc in May 2015. Mr. Santel led Hyperion from a development stage private company through the approval and commercial launch of Ravicti for the treatment of urea cycle disorders. Mr. Santel was a member of Hyperion’s board of directors from March 2007 through the company’s sale in May 2015. Previously, Mr. Santel was a co-founder, member of the board of directors and the Chief Executive Officer of CoTherix, Inc., or CoTherix, a publicly traded company, from January 2000 through its sale to Actelion Ltd. in January 2007. Mr. Santel previously served on the board of directors of Anthera Pharmaceuticals, Inc., ChemGenex Pharmaceuticals, Inc. and Consanance-HFAW Acquisition Corp, all publicly traded companies Mr. Santel holds an M.S. in electrical engineering from the University of Minnesota and a B.S.E. in biomedical engineering from Purdue University. We believe that Mr. Santel is qualified to serve on our Board due to his experience in the biopharmaceutical industry and his experience as executive officer and as a member of the boards of directors of multiple companies in the industry.

  7. Class II Directors (Term Expires at 2026 Annual Meeting)

    Class II Directors (Term Expires at 2026 Annual Meeting) Habib J. Dable Mr. Dable has served as a member of our board of directors since July 2023 and as the Chairperson of our board of directors since March 2024. Mr. Dable currently is a part-time Venture Partner at RA Ventures. Mr. Dable previously served as President & Chief Executive Officer and a member of the board of directors of Acceleron Pharma Inc., or Acceleron, a publicly-traded biopharmaceutical company, from December 2016 until the company’s sale to Merck in 2021. Prior to Acceleron, Mr. Dable served in roles of increasing responsibility at Bayer AG beginning in 1994, most recently serving as the President of Pharmaceuticals for Bayer in the U.S. from October 2015 until December 2016. Prior to joining Acceleron in 2016, Mr. Dable spent 22 years at Bayer AG. During his tenure at Bayer, Mr. Dable held positions of increasing responsibility, including President of U.S. Pharmaceuticals, Executive Vice President, Global Head Specialty Medicine. Since June 2022, Mr. Dable has been a member of the board of directors of Blueprint Medicines Corporation, since September 2022 he has served as a director of PepGen, Inc., or PepGen, and in January 2024 he joined the board of directors of Day One Biopharmaceuticals, Inc., all publicly-traded companies. Mr. Dable is a previous member of the board of directors for BIO (Biotechnology Innovation Organization) and a prior member of the board of directors of Albireo Pharma, Inc. and Millendo Therapeutics, Inc. Mr. Dable holds a master’s and bachelor’s degree in business administration from the University of New Brunswick and completed an executive program from Stanford University’s Graduate School of Business. We believe that Mr. Dable is qualified to serve on our board of directors due to his executive leadership experience and industry knowledge. Allison Dorval Ms. Dorval has served as a member of our board of directors since July 2021. Ms. Dorval has served as the Chief Financial Officer of Verve Therapeutics, Inc., a gene editing company, since November 2021. Ms. Dorval was previously the Chief Financial Officer at Voyager Therapeutics, Inc., or Voyager, a gene therapy company, from November 2018 to November 2021 and as Vice President of Finance at Voyager from June 2017 to November 2018. Prior to Voyager, she served as Vice President and Controller of Juniper Pharmaceuticals, Inc., a biopharmaceutical company, from August 2016 to June 2017 and as a Consultant at Danforth Advisors, or Danforth, a life sciences consultancy focusing on accounting and financial matters, from September 2015 to August 2016. In connection with her role at Danforth, Ms. Dorval served as interim Chief Financial Officer of medical device companies 480 Biomedical, Inc. and Arsenal Medical, Inc. from December 2015 to August 2016. Prior to her time at Danforth, Ms. Dorval served in several roles at Insulet Corporation, a medical device company, from August 2008 to July 2015, including as Chief Financial Officer from November 2014 to May 2015 and as Vice President and Controller from August 2008 to November 2014. Earlier in her career, Ms. Dorval served in various financial and accounting capacities at iBasis, Inc., a telecommunications company, Digitas Inc., an advertising company, and PricewaterhouseCoopers LLP. Ms. Dorval has served on the board of directors of Puma Biotechnology, Inc., a publicly traded biopharmaceutical company, since July 2021. Ms. Dorval received a B.S. in Business Administration from the University of Vermont, is a certified public accountant and has completed a graduate-level certificate program in taxation at Bentley University’s McCallum Graduate School of Business. We believe that Ms. Dorval is qualified to serve on our board of directors due to her experience as an executive in a public biotechnology company. Joshua Resnick, M.D. Dr. Resnick has served as a member of our board of directors since August 2020 and previously served as a member of our board of directors from October 2018 to February 2020. Dr. Resnick has served as a Managing Director at RA Capital Management, L.P., a life sciences investment advisor, since October 2018. Dr. Resnick previously served as a Partner at SV Health Investors from January 2016 to September 2018 and as President and Managing Partner at MRL Ventures Fund, an early-stage therapeutics-focused corporate venture fund that he built and managed within Merck , from 2014 to January 2016. Dr. Resnick is on staff in the Department of Emergency Medicine at Massachusetts General Hospital. Dr. Resnick has served on the boards of directors of Vor Biopharma Inc. and PepGen since February 2019 and November 2020, respectively, and previously served on the boards of directors of Kalvista Pharmaceuticals, Inc. and Avrobio, Inc. from November 2016 to September 2018 and July 2016 to September 2018, respectively, all publicly traded companies. Dr. Resnick received a B.A. in chemistry from Williams College, an M.D. from the University of Pennsylvania School of Medicine and an M.B.A. from The Wharton School of Business. We believe that Dr. Resnick is qualified to serve on our board of directors due to his experience as a biopharmaceutical and biotechnology public and private company investor. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us. PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS AEROVATE THERAPEUTICS, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 Our stockholders are being asked to ratify the appointment by the audit committee of the board of directors of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. KPMG LLP has served as our independent registered public accounting firm since 2019. The audit committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2024. Stockholder approval is not required to appoint KPMG LLP as our independent registered public accounting firm. However, the board of directors believes that submitting the appointment of KPMG LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain KPMG LLP. If the selection of KPMG LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Aerovate and its stockholders. A representative of KPMG LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders. We incurred the following fees from KPMG LLP for the audit of the financial statements and for other services provided during the years ended December 31, 2023 and 2022.

  8. Class II Directors (Term Expires at 2026 Annual Meeting)

    | | 2023 | 2022 | | Audit fees (1) | $869,337 | $801,138 | | Audit-Related fees (2) | - | - | | Tax fees (3) | - | - | | All other fees (4) | - | - | | Total fees | $869,337 | $801,138 |

  9. Class II Directors (Term Expires at 2026 Annual Meeting)

    | (1) Audit Fees consist of fees billed for professional services rendered in connection with the audit of our annual financial statements and reviews of our quarterly financial statements for those fiscal years. This category also includes fees for services incurred in connection with our at-the-market offering and related services that are normally provided in connection with regulatory filings. We engaged KPMG LLP in 2023 and 2022 to audit our 2023 and 2022 annual financial statements, respectively. |

  10. Class II Directors (Term Expires at 2026 Annual Meeting)

    | (2) Audit-related fees consist of services that are reasonably related to the performance of the audit or review of our financial statements. There were no such fees incurred in 2023 or 2022. |

  11. Class II Directors (Term Expires at 2026 Annual Meeting)

    | (3) Tax Fees consist of fees for tax compliance, advice and tax planning and includes fees for tax return preparation. |

  12. Class II Directors (Term Expires at 2026 Annual Meeting)

    | (4) There were no other fees incurred in 2023 or 2022. |

  13. Compensation Committee

    | ● | reviewing and recommending to the board of directors the compensation of our directors; |

  14. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during fiscal year 2023. Directors who also serve as employees received no additional compensation for their service as directors. During fiscal year 2023, Mr. Noyes, our Chief Executive Officer, was a member of our board of directors, as well as an employee, and received no additional compensation for his services as a director. See the section of this proxy statement titled “Summary Compensation Table” for more information about executive officer compensation in fiscal year 2023.

  15. 2023 Director Compensation Table

    2023 Director Compensation Table

  16. 2023 Director Compensation Table

    | | FEES EARNED | OPTION | | | | OR PAID IN | AWARDS | | | NAME | CASH ($) | ($)(1)(2) | TOTAL ($) | | Habib J. Dable (3) | 20,000 | 343,250 | 363,250 | | Allison Dorval | 50,000 | 135,795 | 185,795 | | David Grayzel, M.D. | 43,000(5) | 182,990 | 225,990 | | Mark Iwicki | 82,500 | 135,795 | 218,295 | | Maha Katabi, Ph.D. | 47,500(5) | 182,510 | 230,010 | | Joshua Resnick, M.D. | 39,000 | 135,795 | 174,795 | | Donald J. Santel (4) | 39,000(5) | 529,538 | 568,538 |

  17. 2023 Director Compensation Table

    | (1) The amounts reported represent the aggregate grant date fair value of the stock options awarded to our non-employee directors during fiscal year 2023, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 8(c) of our consolidated financial statements included in our 2023 Annual Report. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our directors upon the exercise of the stock options or any sale of the underlying shares of common stock. |

  18. 2023 Director Compensation Table

    | (2) As of December 31, 2023, each of our non-employee directors held the following number of outstanding options to acquire our common stock. |

  19. 2023 Director Compensation Table

    | | | | TOTAL | | NAME | EXERCISABLE | UNEXERCISABLE | OUTSTANDING | | Habib J. Dable | 3,472 | 21,528 | 25,000 | | Allison Dorval | 32,638 | 17,362 | 50,000 | | David Grayzel, M.D. | 45,457 | 16,667 | 62,124 | | Mark Iwicki | 114,855 | 68,642 | 183,497 | | Maha Katabi, Ph.D. | 45,667 | 16,667 | 62,334 | | Joshua Resnick, M.D. | 33,333 | 16,667 | 50,000 | | Donald Santel | 7,638 | 29,862 | 37,500 |

  20. 2023 Director Compensation Table

    | (3) Mr. Dable was appointed to our board of directors in July 2023. |

  21. 2023 Director Compensation Table

    | (4) Mr. Santel was appointed to our board of directors in January 2023. |

  22. 2023 Director Compensation Table

    | (5) Drs. Grayzel and Katabi, and Mr. Santel elected to take their cash compensation as an additional stock option grant. |

  23. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In connection with our initial public offering, we implemented a formal policy pursuant to which our non-employee directors are eligible to receive the following cash retainers:

  24. Non-Employee Director Compensation Policy

    | | | ANNUAL | | | ANNUAL | RETAINER FOR | | | RETAINER | CHAIR | | Board of Directors | $35,000 | $65,000 | | Audit Committee | $7,500 | $15,000 | | Compensation Committee | $5,000 | $10,000 | | Nominating and Corporate Governance Committee | $4,000 | $8,000 |

  25. Non-Employee Director Compensation Policy

    In addition, non-employee directors are permitted to elect, in lieu of the foregoing cash retainers, an option to acquire common stock of the Company, with an aggregate grant date fair value equal to such cash retainer (or portion thereof) to be received by such non-employee director. Any such stock options shall vest in four equal quarterly installments commencing on the date of grant. The non-employee director compensation policy also provides that, upon initial election to our board of directors, each non-employee director will be granted an option to purchase 25,000 shares of our common stock, or the Initial Grant. The Initial Grant will vest in equal monthly installments over three years from the date of grant, subject to continued service through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an annual option to purchase 12,500 shares of our common stock, or the Annual Grant. The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service through the applicable vesting date. Such awards are subject to full accelerated vesting upon the sale of the company. Employee directors receive no additional compensation for their service as a director. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof.

  26. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for the fiscal years ended 2023 and 2022.

  27. Summary Compensation Table

    | | | | | NON-EQUITY | | | | | | | OPTION | INCENTIVE | ALL OTHER | | | NAME AND | | SALARY | AWARDS | COMPENSATION | COMPENSATION | TOTAL | | PRINCIPAL POSITION | YEAR | ($) | ($)(1) | ($)(2) | ($) | ($) | | Timothy Noyes | 2023 | 585,562 | 2,133,758 | 351,337 | — | 3,070,657 | | Chief Executive Officer | 2022 | 563,040 | — | 140,760 | — | 703,800 | | George Eldridge | 2023 | 445,000 | 1,474,223 | 213,600 | — | 2,132,823 | | Chief Financial Officer | 2022 | 417,105 | — | 116,789 | — | 533,894 | | Timothy J. Pigot | 2023 | 395,000 | 1,868,976 | 189,600 | — | 2,453,576 | | Chief Commercial Officers | 2022 | 365,250 | — | 95,091 | — | 460,341 |

  28. Summary Compensation Table

    | (1) The amount reported represents the aggregate grant date fair value of the stock options awarded to the named executive officers during the applicable fiscal year, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. The assumptions used in calculating the grant date fair value and the incremental fair value of the stock option reported in this column are set forth in Note 2 of our consolidated financial statements included in our 2023 Annual Report. The amounts reported in this column reflect the accounting cost for these stock option awards and does not correspond to the actual economic value that may be received by the named executive officers upon the vesting of the stock options or any sale of the shares. |

  29. Summary Compensation Table

    | (2) The amount reported represents variable cash compensation paid in recognition of corporate performance with respect to the specified fiscal year and paid in the first quarter of the following year. |

  30. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2023. All equity awards set forth in the table below were granted under our 2018 Plan or 2021 Plan.

  31. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | OPTION AWARDS | | | | | | | | | | | EQUITY | | | | | | | | INCENTIVE PLAN | | | | | | | | AWARDS: | | | | | | | | NUMBER OF | | | | | | NUMBER OF | NUMBER OF | SECURITIES | | | | | | SECURITIES | SECURITIES | UNDERLYING | | | | | | UNDERLYING | UNDERLYING | UNEXERCISED | OPTION | | | | VESTING | UNEXERCISED | UNEXERCISED | UNEARNED | EXERCISE | OPTION | | | COMMENCEMENT | OPTIONS (#) | OPTIONS (#) | OPTIONS | PRICE | EXPIRATION | | NAME | DATE | EXERCISABLE | UNEXERCISABLE | (#) | ($) | DATE | | Timothy P. Noyes | 2/15/2021(1) | 180,095 | 74,158 | — | $2.14 | 4/1/2031 | | | 6/4/2021(1) | 198,362 | 185,019 | — | $2.14 | 4/1/2031 | | | 6/29/2021(1) | 169,500 | 101,700 | — | $14.00 | 6/29/2031 | | | 12/14/2021(2) | 102,250 | 102,251 | — | $10.61 | 12/13/2031 | | | 3/7/2023 (2) | 26,075 | 112,992 | — | $23.03 | 3/6/2033 | | George A. Eldridge | 3/22/2021(1) | 13,772 | 15,891 | — | $2.14 | 4/1/2031 | | | 6/4/2021(1) | 42,859 | 37,004 | — | $2.14 | 4/1/2031 | | | 6/29/2021(1) | 48,062 | 28,838 | — | $14.00 | 6/29/2031 | | | 12/14/2021(2) | 32,716 | 32,717 | — | $10.61 | 12/13/2031 | | | 2/7/2023 (2) | 17,708 | 67,292 | — | $25.57 | 2/6/2033 | | Tim Pigot | 6/29/2021(1) | 48,125 | 28,875 | — | $14.00 | 6/28/2031 | | | 12/14/2021(2) | 15,000 | 15,000 | — | $10.61 | 12/13/2031 | | | 2/7/2023 (2) | 15,416 | 58,584 | — | $25.57 | 2/6/2033 |

  32. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) 25% of the shares subject to the award shall vest on the first anniversary of the vesting commencement date, and the remaining shares subject to the option vest in equal monthly installments for 36 months thereafter, subject to continued service with us through the applicable vesting date. |

  33. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) The shares subject to the award shall vest in approximately equal monthly installments for 48 months following the vesting commencement date, subject to continued service with us through the applicable vesting date. |