DEF 14A of Tarsus Pharmaceuticals, Inc., Apr 28, 2025

DEF 14A of Tarsus Pharmaceuticals, Inc.

Filed Apr 28, 2025 · FY20240001819790-25-000070

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  1. Table of Contents

    | | Page | | QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING | 1 | | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 6 | | DIRECTOR COMPENSATION | 14 | | EXECUTIVE COMPENSATION AND RELATED INFORMATION | 15 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 33 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 | | SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 36 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 37 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 38 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 39 | | PROPOSAL 1 | 40 | | PROPOSAL 2 | 40 | | PROPOSAL 3 | 41 | | PROPOSAL 4 | 43 | | Ratification of Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025 | 43 | | Other Matters | 44 |

  2. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS Our directors and executive officers, and certain information about each of them as of April 15, 2025 are set forth below.

  3. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position(s) with Tarsus | | Executive Officers: | | | | Bobak Azamian, M.D., Ph.D. | 47 | President, Chief Executive Officer and Chairman | | Jeffrey Farrow | 63 | Chief Financial Officer and Chief Strategy Officer | | Seshadri Neervannan, Ph.D. | 56 | Chief Operating Officer | | Aziz Mottiwala, MBA | 47 | Chief Commercial Officer | | Bryan Wahl, M.D., J.D. | 47 | General Counsel and Secretary | | Dianne Whitfield, MSW | 48 | Chief Human Resources Officer | | Elizabeth Yeu-Lin, M.D. | 46 | Chief Medical Officer | | Non-Employee Directors: | | | | Wendy Yarno, MBA | 70 | Lead Independent Director | | Bhaskar Chaudhuri, Ph.D. | 70 | Director | | Andrew Goldberg, M.D. | 43 | Director | | William J. Link, Ph.D. | 79 | Director | | Scott Morrison | 67 | Director | | Katherine Goodrich, M.D. | 56 | Director |

  4. Non-Employee Directors

    Non-Employee Directors Wendy Yarno, MBA has served as a member of our Board of Directors since November 2020, and as our Lead Independent Director since December 2022. Ms. Yarno retired in September 2008 from Merck & Co., Inc. (“Merck”), a pharmaceutical company, following a 26-year career there in commercial and human resource positions of increasing seniority, most recently chief marketing officer before she retired. In that role, Ms. Yarno led a global organization charged with all aspects of supporting pre- and post-launch commercialization of pharmaceuticals in more than 20 therapeutic areas. Prior to this role, she served as General Manager, Cardiovascular and Metabolic U.S. Business Unit, and as Senior Vice President, Human Resources. After retiring from Merck, Ms. Yarno worked part-time as the chief marketing officer of HemoShear Therapeutics, LLC, a biotechnology research company and leading developer of human cell-based surrogate systems for discovery and assessment of new drug compounds. She currently serves as a director at various public companies, including Ideaya Biosciences Inc. since December 2019, Inovio Pharmaceuticals, Inc. since December 2017, and Iovance Biotherapeutics, Inc. since May 2023. She previously served as a director of Global Blood Therapeutics, Inc., from November 2017 until October 2022, MyoKardia, Inc. from March 2017 until November 2020, St. Jude Medical, Inc., Medivation, Inc., Aratana Therapeutics, Inc., Alder BioPharmaceuticals, Inc., and Durata Therapeutics, Inc. She also has past experience as a director for several private company boards. Ms. Yarno holds a B.S. in business administration from Portland State University and an MBA from Temple University. We believe Ms. Yarno’s qualifications to serve on our Board of Directors include her operational, commercial and human resource experience in biotechnology and pharmaceutical companies, as well as her experience as a director of multiple biotechnology and pharmaceutical companies. Bhaskar Chaudhuri, Ph.D. has served as a member of our Board of Directors since December 2019. Dr. Chaudhuri has more than 20 years’ experience in pharmaceutical management, research and development. 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. (“Valeant,” now 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. (“Dow”) 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. (“Bertek”), a subsidiary of Mylan N.V. (“Mylan”), from 1998 to 2000. Prior to his positions at Bertek, Dr. Chaudhuri served as the General Manager of the Dermatology Division of Mylan. 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 currently serves on the board of directors of Arcutis Biotherapeutics, Inc., since June 2016. Dr. Chaudhuri has previously served on the board of directors of Teligent Pharmaceuticals, Inc from November 2010 to July 2021, Sudo Biosciences from May 2021 to January 2024, Vyome Biosciences, Ltd., and Corium International, Inc. He also serves on the Advisory Board of the Berman Institute of Johns Hopkins University. Dr. Chaudhuri holds a Bachelor of Science degree in Pharmacy and an M.S. in Industrial Pharmacy from Jadavpur University and a Ph.D. in Pharmaceutics form the University of Louisiana. We believe Dr. Chaudhuri’s qualifications to serve on our Board of Directors include his many years of experience in the pharmaceutical industry, including his prior positions in senior executive roles at major pharmaceutical companies. Andrew Goldberg, M.D. has served as a member of our Board of Directors since August 2020. Since March 2021, Dr. Goldberg serves as a managing director at Marshall Wace LLP, a leading asset manager, and helps lead the XO Healthcare Innovation Fund. Prior to this, Dr. Goldberg served as a principal and subsequently partner of Vivo Capital, a global healthcare investment firm that focuses exclusively on the life sciences industry, from February 2016 to March 2021. Prior to this, Dr. Goldberg was a consultant at McKinsey & Company, where he served pharmaceutical, medical device, and biotechnology companies across a range of strategy, M&A, sales, marketing, and product development topics. Dr. Goldberg is a U.S. board-certified physician in both Critical Care Medicine and Emergency Medicine. He has served as an Instructor in Medicine at the Mayo Clinic College of Medicine in Rochester, MN, where he also completed a fellowship in Critical Care Medicine and served as an Attending Physician in the Department of Emergency Medicine. Prior to this, he completed Emergency Medicine residency training at Los Angeles County + University of Southern California Medical Center (LAC+USC). His research has spanned a variety of topics, from traumatic brain injury and cardiac arrest to biomarker analysis and healthcare quality. He has over 25 scientific publications in leading peer-reviewed journals, including the Journal of the American Medical Association, Resuscitation, and the Cleveland Clinic Journal of Medicine. Dr. Goldberg received his M.D. from The George Washington University School of Medicine in Washington, DC, and a post-doctoral diploma in translational science from the Mayo Graduate School. He has held prior academic and clinical appointments at Oregon Health & Science University, the University of Arizona, the Washington Township Medical Foundation, and the Banner Health System. We believe Dr. Goldberg’s qualifications to serve on our Board of Directors include his many years of experience in strategy and product development in the pharmaceutical industry, and his experience investing in pharmaceutical companies.

  5. Non-Employee Directors

    William J. Link, Ph.D. has served as a member of our Board of Directors since January 2017. Dr. Link is a managing director and co-founder of both Flying L Partners, a venture capital firm formed in 2016 to focus on investing primarily in the ophthalmic space, and Versant Venture Management LLC (“Versant”), a life science venture capital firm investing in early stage healthcare companies. Dr. Link has also served as the Chairperson of the board of directors of Lensar Inc. since November 2017 and RxSight, Inc. since November 2016. Prior to co-founding Versant in 1999, Dr. Link was a general partner at Brentwood Venture Capital. From 1987 to 1997, Dr. Link was founder, chairman, and Chief Executive Officer of Chiron Vision Corporation (acquired by Bausch & Lomb Surgical, Inc.). He also founded and served as President of American Medical Optics (acquired by Allergan). Dr. Link served as a director of Advanced Medical Optics (acquired by Abbott Laboratories) from 2002 to 2009 and Inogen, Inc. from 2003 to February 2014. Before entering the healthcare industry, Dr. Link was an assistant professor in the Department of Surgery at the Indiana University School of Medicine. He has been a member of the boards of directors of Edwards Lifesciences Corporation from May 2009 to May 2021, Second Sight Medical Products, Inc. from 2003 to May 2020, Glaukos Corporation from June 2001 to December 2021, and Oyster Point Pharma, Inc. from July 2015 to March 2022. Dr. Link is also a member of the board of directors of several private companies. Dr. Link holds a B.S., an M.S., and a Ph.D. in mechanical engineering from Purdue University. We believe Dr. Link is qualified to serve on our Board of Directors because of his extensive experience in successfully commercializing products in the medical device industry, as well as his prior experience on the boards of U.S. public companies. Scott Morrison has served as a member of our Board of Directors since October 2022. Mr. Morrison was a partner at Ernst & Young and was the US Life Sciences Leader from 1996 until his retirement in 2015. Mr. Morrison has served public and private companies in the life sciences industry since 1980. During his tenure at Ernst & Young, he worked on hundreds of public and private financings, M&A transactions, and corporate collaborations. Mr. Morrison serves on the board of directors of Zai Labs, Inc. since October 2021 (where he also chairs the audit committee), Vera Therapeutics, Inc. since April 2020 (where he also chairs the audit committee), Corvus Pharmaceuticals since January 2016 (where he also chairs the audit committee and is a member of the compensation committee), and Ideaya Biosciences since 2018 (where he also chairs the audit committee and is a member of the nominating and governance committee). He previously served on the board of directors and was the chair of the audit committee of Global Blood Therapeutics (acquired by Pfizer) from January 2016 to October 2022, and served as a director and audit committee member of Audentes, Inc., from January 2016 until its sale to Astellas in January 2020. Mr. Morrison has also served as a director on several life sciences industry boards, including the Biotechnology Innovation Organization ECS Board, the Bay Area Biosciences Board (now CLSA), the Life Sciences Foundation, and the Biotechnology Institute. Mr. Morrison was awarded the CLSA Pantheon 2016 Life Sciences Leadership Award. Mr. Morrison holds a BS in Business Administration from the Haas School of Business at University of California, Berkeley, and is a certified public accountant (inactive). We believe Mr. Morrison is qualified to serve on our Board due to his decades of experience serving life sciences companies, leadership in public accounting, as well as a director and audit chair of several public companies. Katherine Goodrich, M.D. has served as a member of our Board of Directors since November 2024. Dr. Goodrich has served as the Chief Medical Officer for Humana since August 2022, where she provides executive clinical leadership for the insurance and CenterWell businesses of Humana and oversees physician engagement, healthcare research, health equity and social impact initiatives. Previously, she served as the Senior Vice President for Clinical Analytics and Trend within Humana's Clinical Solutions organization from March 2020 to August 2022, where she was accountable for producing the business analytics and rapid learnings approach for clinical programs designed to improve outcomes at lower cost. Prior to joining Humana, Dr. Goodrich served at the Centers for Medicare and Medicaid Services (CMS), where she was the Director of the Center for Clinical Standards and Quality and CMS Chief Medical Officer. For more than 25 years, Dr. Goodrich has served as a faculty member, and continues to practice clinical medicine as a hospitalist and professor of medicine at the George Washington University Medical Center. Dr. Goodrich currently serves on the boards of the National Quality Forum, the Institute for Accountable Care and the Delaware Valley ACO. She earned her M.D. from Louisiana State University School of Medicine and her master's in health services research from Yale University. We believe Dr. Goodrich is qualified to serve on our Board due to her executive operational experience with value-based care at a private payor, in the federal government, as well as a clinician. There are no family relationships among any of our directors or executive officers.

  6. Director Independence

    Director Independence As required under the listing standards of Nasdaq, a majority of the members of a listed company’s board of directors must be independent. Management and outside counsel have reviewed the directors’ responses to a questionnaire asking about their transactions, relationships and arrangements with us (and those of their immediate family members) and other potential conflicts of interest. Other than as set forth in this proxy statement, these questionnaires did not disclose any transactions, relationships, or arrangements that question the independence of our directors or director nominees. After reviewing this information, our Board of Directors affirmatively determined that Ms. Yarno, Dr. Chaudhuri, Dr. Goldberg, Dr. Goodrich, Dr. Link and Mr. Morrison, representing all of our non-employee directors with the exception of our previous Board member and current Chief Medical Officer, Dr. Elizabeth Yeu-Lin, who also served as the Company’s consulting Chief Medical Advisor through November 3, 2024, were independent directors within the meaning of the applicable Nasdaq listing standards. The independent members of our Board of Directors hold separate regularly scheduled executive session meetings at which only independent directors are present.

  7. Information Regarding the Board of Directors and its Committees

    Information Regarding the Board of Directors and its Committees As required under Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. Our Board of Directors has an audit committee, a compensation committee, a nominating and corporate governance committee, a science and technology committee and a commercial committee. The following table provides membership information for each of such Board committees as of December 31, 2024:

  8. Information Regarding the Board of Directors and its Committees

    | Name | Audit | Compensation | Nominating and Corporate Governance | Science and Technology | Commercial | | Bhaskar Chaudhuri, Ph.D. | | X | X | X* | | | Andrew Goldberg, M.D. | | | X | X | | | Katherine Goodrich, M.D. | X | | | | X | | William J. Link, Ph.D. | | X | X* | X | | | Scott Morrison | X* | | | | X | | Wendy Yarno, MBA | X | X* | | | X | | Rosemary Crane, MBA(1) | X | | | | X* |

  9. Information Regarding the Board of Directors and its Committees

    _____________ *Committee Chair. (1) Ms. Crane resigned from the Board of Directors effective January 17, 2025, as further described below. The following table provides membership information for each of such Board committees as of April 15, 2025:

  10. Information Regarding the Board of Directors and its Committees

    | Name | Audit | Compensation | Nominating and Corporate Governance | Science and Technology | Commercial | | Bhaskar Chaudhuri, Ph.D. | | X | X | X* | | | Andrew Goldberg, M.D. | X | | X | X | | | Katherine Goodrich, M.D. | X | | | | X | | William J. Link, Ph.D. | | X | X* | X | | | Scott Morrison | X* | | | | X | | Wendy Yarno, MBA | | X* | | | X* |

  11. Information Regarding the Board of Directors and its Committees

    *Committee Chair. Below is a description of each committee of our Board. Our Board has determined that each member of the audit, compensation and nominating and corporate governance committees meets the applicable rules and regulations regarding “independence” and also that each member of our audit committee, compensation committee, and nominating and corporate governance committee is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company. Audit Committee The members of our audit committee are Mr. Morrison, Dr. Goldberg, and Dr. Goodrich. Each member of our audit committee (i) can read and understand fundamental financial statements, and (ii) is independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to audit committee members. Mr. Morrison chairs the audit committee. Our Board of Directors has determined that Mr. Morrison qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq. Please also see the report of the audit committee set forth elsewhere in this proxy statement. Our audit committee assists our Board of Directors’ oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications, independence and performance of the independent registered public accounting firm, the design and implementation of our internal audit function, risk assessment, and risk management. Among other things, our audit committee is responsible for reviewing and discussing with our management the adequacy and effectiveness of our disclosure controls and procedures. The audit committee also discusses with our management and independent registered public accounting firm the annual audit plan and scope of audit activities, scope and timing of the annual audit of our financial statements, and the results of the audit, quarterly reviews of our financial statements and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing and overseeing procedures for the receipt, retention and treatment of any complaints reporting accounting, internal accounting controls or auditing matters, as well as for the confidential and anonymous submissions by our employees of concerning questionable accounting or auditing matters. In addition, our audit committee has direct responsibility for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. Our audit committee has sole authority to approve the hiring and discharging of our independent registered public accounting firm, all audit engagement fees and terms and all permissible non-audit engagements with the independent auditor. Our audit committee will review and oversee all related person transactions in accordance with our policies and procedures. Our audit committee charter can be found on the corporate governance section of our corporate website at www.tarsusrx.com. Each of Ms. Crane, Ms. Yarno, Mr. Morrison and Dr. Goodrich served on the audit committee of our Board of Directors during 2024. Dr. Goodrich joined the audit committee when she was appointed to the Board of Directors on November 13, 2024. The audit committee met four times during 2024. As noted in our Current Report on Form 8-K filed that we filed on January 17, 2025, Ms. Crane notified us of her resignation on January 15, 2025, as a member of the Board of Directors and any committees of the Board of Directors, effective January 17, 2025. The resignation was not a result of any disagreement with management on any matter relating to our operations, policies or practices. The members of our compensation committee are Dr. Chaudhuri, Ms. Yarno, and Dr. Link. Ms. Yarno chairs the compensation committee. Each member of our compensation committee is independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to compensation committee members, is a “non-employee director,” as defined in Rule 16b-3 adopted under Section 16 of the Exchange Act and an “outside director” under Regulation Section 1.162-27 adopted under Section 162(m) of the Code of 1986, as amended. Our compensation committee assists our Board of Directors with its oversight of the forms and amount of compensation for our executive officers, and the administration of our incentive plans for employees and other service providers, including our equity incentive plans, and certain other matters related to our compensation programs. Our compensation committee has the authority to engage the services of outside consultants and advisors to assist it in making decisions regarding our executive compensation programs. In March 2024, our compensation committee retained Pay Governance LLC ("Pay Governance") to advise the compensation committee regarding the compensation of our executive officers and non-employee directors. The compensation committee believes that Pay Governance's expertise in the life sciences industry provides the compensation committee with relevant and targeted advice, and that Pay Governance is independent and that their work has not raised any conflicts of interest. In establishing compensation amounts for executives, our compensation committee seeks to support our overall business strategy and objectives, attract and retain key executives, link compensation with business objectives and organizational performance, and provide competitive compensation opportunities. The compensation committee may form subcommittees and delegate its power and authority to such subcommittees. A more detailed description of the compensation committee’s functions can be found in our compensation committee charter. The charter is published in the corporate governance section of our website at www.tarsusrx.com. Each of Dr. Chaudhuri, Ms. Yarno, and Dr. Link served on the compensation committee of our Board of Directors during 2024. The compensation committee met five times during 2024. Nominating and Corporate Governance Committee The members of our nominating and corporate governance committee are Dr. Chaudhuri, Dr. Goldberg and Dr. Link. Dr. Link chairs the nominating and corporate governance committee. Our nominating and corporate governance committee assists our Board of Directors with its oversight of and identification of individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors, and selects, or recommends that our Board of Directors select, director nominees; develops and recommends to our Board of Directors a set of corporate governance guidelines; and oversees the evaluation of our Board of Directors. Our nominating and corporate governance committee charter can be found on the corporate governance section of our corporate website at www.tarsusrx.com. Each of Dr. Chaudhuri, Dr. Goldberg, and Dr. Link served on our nominating and corporate governance committee during 2024. All members of our nominating and corporate governance committee are independent as currently defined under Nasdaq listing standards. Our nominating and corporate governance committee met four times during 2024.

  12. Information Regarding the Board of Directors and its Committees

    Our nominating and corporate governance committee believes that the minimum qualifications and skills that candidates for director should possess include (a) the highest professional and personal ethics and values, (b) a commitment to enhancing stockholder value and (c) sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. The committee also considers the following factors, in no particular order of importance: (a) various and relevant career experience, (b) relevant skills, such as an understanding of the Company’s business, (c) financial expertise and operations expertise, (d) clinical development and commercial experience, (e) business development and strategy experience, (f) diversity, (g) board and management experience, (h) investor relations experience, (i) industry and related healthcare experience, and (j) local and community ties. However, our nominating and corporate governance committee retains the right to modify these qualifications from time to time. Under our corporate governance guidelines diversity is one of several critical factors that the nominating and corporate governance committee considers when evaluating the composition of our Board of Directors, amongst other critical selection criteria. We consider various diversity factors when considering director candidates, including race, ethnicity, gender, national origin, and geography. Our Board of Directors currently includes directors with a range of diversity. We believe each director contributes to our Board of Directors’ overall diversity by providing a variety of perspectives based on distinct personal and professional experiences and backgrounds. We are committed to maintaining and enhancing the diversity of our Board of Directors and in furtherance of this, the nominating and corporate governance committee conducts annual self-evaluations to assess the performance and effectiveness of our Board of Directors and committees. Our nominating and corporate governance committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by our Board of Directors or our nominating and corporate governance committee for consideration. If a stockholder of the Company wishes to recommend a director candidate for consideration by our nominating and corporate governance committee, the stockholder recommendation should be delivered to the Corporate Secretary of the Company at the principal executive offices of the Company, and must include information regarding the candidate and the stockholder making the recommendation. You are advised to review our bylaws, which contain additional requirements about advance notice of stockholder director nominations. Science and Technology Committee The members of our science and technology committee are Dr. Chaudhuri, Dr. Goldberg, and Dr. Link. Dr. Chaudhuri chairs the science and technology committee and previously Dr. Yeu-Lin chaired this committee until she transitioned from the Board of Directors on November 4, 2024. Our science and technology committee assists our Board of Directors with its oversight and evaluation of (i) the Company’s overall investment in and strategic direction with respect to technological and scientific initiatives and (ii) the Company’s business development and internal innovation initiatives. Dr. Chaudhuri, Dr. Goldberg, Dr. Link, and Dr. Yeu-Lin all served on the science and technology committee during 2024. The science and technology committee met four times during 2024. Commercial Committee The members of our commercial committee are Mr. Morrison, Ms. Yarno, and Dr. Goodrich. Ms. Yarno chairs the commercial committee. Dr. Goodrich joined the commercial committee when she was appointed to the Board of Directors on November 13, 2024. Our commercial committee assists our Board of Directors with its oversight of our product commercialization efforts. Mr. Morrison, Ms. Yarno, Dr. Goodrich, Ms. Crane, and Dr. Yeu-Lin all served on the commercial committee during 2024. The commercial committee met four times in 2024.

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth the total compensation of each person who served as a director during the 2024 fiscal year, other than a director who also served as a named executive officer.

  14. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(3) | Total ($) | | Bhaskar Chaudhuri, Ph.D. | 60,182 | 109,679 | 110,675 | 280,536 | | Rosemary Crane, MBA | 65,000 | 109,679 | 110,675 | 285,354 | | Andrew Goldberg, M.D. | 51,500 | 109,679 | 110,675 | 271,854 | | Katherine Goodrich, M.D.(4) | 7,656 | 318,719 | 309,320 | 635,695 | | William J. Link, Ph.D. | 64,000 | 109,679 | 110,675 | 284,354 | | Scott Morrison | 67,500 | 109,679 | 110,675 | 287,854 | | Wendy Yarno, MBA | 147,500 | 109,679 | 110,675 | 367,854 |

  15. DIRECTOR COMPENSATION

    ____________ (1)The amounts in these columns represent the aggregate grant date fair value of stock awards and option awards granted to the non-employee director in 2024, computed in accordance with FASB ASC Topic 718. See Note 6 of the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 25, 2025. (2)As of December 31, 2024, our non-employee directors serving on our Board in 2024 held the following RSUs: Dr. Chaudhuri— 3,350; Ms. Crane— 3,350; Dr. Goldberg— 3,350; Dr. Link— 3,350; Mr. Morrison— 3,350; Ms. Yarno— 3,350 and Dr. Goodrich— 6,700. (3)As of December 31, 2024, our non-employee directors serving on our Board in 2024 held the following options to purchase shares of our Common Stock: Dr. Chaudhuri—5,000; Ms. Crane—5,000; Dr. Goldberg—5,000; Dr. Link—5,000; Mr. Morrison—5,000; Ms. Yarno—5,000; Dr. Goodrich—10,000. (4)Dr. Goodrich was appointed to our Board on November 13, 2024.

  16. Executive Summary

    •Prohibition on Hedging and Pledging – Our NEOs and the members of our Board are prohibited from engaging in hedging transactions with respect to our equity securities. Our NEOs and the members of our Board are also prohibited from pledging shares of our common stock. •Retirement Programs – Other than our 401(k) plan, which is generally available to all employees, we do not offer defined benefit or contribution retirement plans or arrangements, or nonqualified deferred compensation plans or arrangements for our NEOs. •No Tax “Gross-Ups” or Payments – We do not provide any “gross-ups” or tax payments in connection with any compensation element or any excise tax “gross-ups” or tax reimbursement in connection with any change in control payments or benefits. •No Repricing of Underwater Stock Options – We do not reprice underwater stock options without stockholder approval.

  17. Compensation Setting Process

    Based on this review, our compensation committee approved the following peer group consisting of 22 companies. At the time the peer companies were approved by our compensation committee, the selected companies had revenues ranging from $4 million to $723 million, with a median of $110 million, and market capitalizations ranging from $104 million to $1,848 million, with a median of $734 million. The companies comprising our 2024 compensation peer group were as follows:

  18. Components of our Executive Compensation Program

    (1) Dr. Yeu-Lin’s base salary was negotiated at the time of her hire in November 2024 and set at $480,000 annually. Cash-Based Annual Incentive Compensation Each of our NEOs is eligible to earn a performance-based cash incentive bonus for each of our fiscal years, with such bonus awarded based on a combination of corporate and individual goals, with the corporate goals established by our compensation committee at the beginning of each fiscal year. We require that participants continue to be employed through the payment date to receive a bonus. For our 2024 fiscal year, the target bonus rate (as a percentage of base salary) was 60% for Dr. Azamian and 45% for Dr. Neervannan and Messrs. Farrow and Mottiwala. Dr. Yeu-Lin, who was appointed as Chief Medical Officer in November 2024, was not eligible for a bonus in fiscal 2024. At its March 2024 meeting, our compensation committee approved the corporate financial and strategic goals that would be used to measure performance for purposes of the fiscal year 2024 annual cash incentive bonus program. In January 2025, the compensation committee evaluated our company performance relative to the established goals and determined an achievement level of 130% overall. The table below lists the goals applicable to our fiscal 2024 annual cash incentive bonus program, including our compensation committee’s determination of the level of achievement and score for each goal.

  19. Components of our Executive Compensation Program

    | Named Executive Officer | 2024 Year End Annual Base Salary ($) | Annual Incentive Target (%) | Target Annual Incentive Amount ($) | Annual Incentive Performance Modifier (%) | Amount Awarded ($) | | Bobak Azamian, M.D., Ph.D. | 683,000 | 60% | 409,800 | 130% | 532,800 | | Jeffrey Farrow | 525,000 | 45% | 236,250 | 130% | 307,200 | | Seshadri Neervannan, Ph.D. | 532,000 | 45% | 239,400 | 130% | 311,300 | | Aziz Mottiwala, MBA | 500,000 | 45% | 225,000 | 130% | 292,500 |

  20. Components of our Executive Compensation Program

    Long-Term Incentive Compensation We use long-term incentive compensation in the form of equity awards to motivate our NEOs, by providing them with the opportunity to build an equity interest in the Company and to share in the potential appreciation of the value of our common stock. We offer stock options and RSUs to our employees, including our NEOs, as the long-term incentive component of our compensation program. Our stock options allow our employees to purchase shares of our Common Stock at a price equal to the fair market value of our Common Stock on the date of grant. In the past, our Board of Directors or compensation committee has determined the fair market value of our Common Stock based on inputs including valuation reports prepared by third party valuation firms; however, following our initial public offering in 2020, our Board of Directors or compensation committee determines the fair market value of our Common Stock based on the closing price of our Common Stock on the date of grant. Generally, our stock options granted have vested as to 25% of the total number of option shares on the first anniversary of the award and in equal monthly installments over the following 36 months. Generally, our RSUs granted have vested in equal annual installments over four years. In March 2024, in connection with our compensation committee’s annual review of our executives’ performance and compensation, our NEOs other than Dr. Yeu-Lin were awarded annual refresh equity awards with a target total grant value that was intended to be generally consistent with the 70% percentile based on the peer group. The target grant value for each NEO was split evenly between options and RSUs, with 50% of the total target grant value being granted in the form of an option, and 50% of the total target grant value being granted in the form of RSUs. To determine the number of shares subject to each type of award that the NEO was to be granted, the following methodologies were utilized: for the options, the target option grant value was divided by the current Black Scholes discount percentage adopted by our compensation committee for such purpose, multiplied by the 40-day trailing trading price average leading up to but not including the grant date; for the RSUs, the target RSU grant value was divided by the 40-day trailing trading price average leading up to but not including the grant date. The grants vest based on continued service by the NEO with us through each vesting date as follows: (i) the option grants vest as to 25% of the total number of option shares on March 7, 2025, and the remaining shares vest in equal monthly installments over the following 36 months thereafter, and (ii) the RSU grants vest in equal annual installments on each of March 15, 2025, March 15, 2026, March 15, 2027, and March 15, 2028. The following table sets forth the equity awards that our compensation committee awarded to our NEOs other than Dr. Yeu-Lin in March 2024.

  21. Components of our Executive Compensation Program

    | Named Executive Officer | Total Value Awarded ($) | RSU Award ($) (50% of Total) | RSU Award (#) | Options Award ($) (50% of Total) | Options Award (#) | | Bobak Azamian, M.D., Ph.D. | 5,406,665 | 2,703,333 | 92,485 | 2,703,333 | 136,947 | | Jeffrey Farrow | 1,875,300 | 937,650 | 32,079 | 937,650 | 47,500 | | Seshadri Neervannan, Ph.D. | 1,875,300 | 937,650 | 32,079 | 937,650 | 47,500 | | Aziz Mottiwala, MBA | 1,875,300 | 937,650 | 32,079 | 937,650 | 47,500 |

  22. Components of our Executive Compensation Program

    In connection with Dr. Yeu-Lin's commencement of employment with us in November 2024, she received an option grant for 41,074 shares of our Common Stock, and an RSU grant for 27,278 shares of our Common Stock. Dr. Yeu-Lin's new hire equity grants are subject to her continued service with us through each vesting date as follows: (i) the option grant vests as to 25% of the total number of option shares on November 4, 2025 and in equal monthly installments over the following 36 months thereafter, and (ii) the RSU grant vests in equal annual installments on each of December 15, 2025, December 15, 2026, December 15, 2027, and December 15, 2028. Employee Benefits Our NEOs are eligible to participate in our health and welfare plans to the same extent as our full-time employees generally. We generally do not provide our NEOs with perquisites or other personal benefits. We have established a 401(k) tax-deferred savings plan which permits participants, including our NEOs, to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code. We match 4% of employee elected contributions, up to a maximum annual compensation limit of $345,000, which vest immediately and are made each payroll period. Change in Control and Severance Benefits We enter into offer letters with each of our NEOs at the commencement of their employment with us, and which set forth the initial terms of the officer's employment with us. In addition, we have entered into an executive severance and change in control agreement with each of our NEOs, which provide severance benefits in the event of certain terminations of employment, and includes the acceleration of vesting of outstanding equity awards in the event such termination is in connection with our change in control. We believe these severance benefits provide retention value by encouraging these NEOs to continue service with us and increase stockholder value by reducing any potential distractions caused by the possibility of an involuntary termination of employment (including in connection with a change in control), allowing the NEOs to focus on their duties and responsibilities. A summary of the material terms and conditions of the executive severance and change in control agreements is provided below in the section of this proxy statement titled “Severance and Change in Control Benefits.”

  23. Corporate Governance Policies

    Corporate Governance Policies Clawback Policy In compliance with final rules adopted by the SEC and Nasdaq listing standards, we adopted a policy in 2023 for the recovery of erroneously awarded compensation, or “clawback” policy, which applies to our executive officers, as defined in the policy, who are employed by us during the applicable recovery period. Under the policy, in the event that the financial results upon which a cash or equity-based incentive award was predicated become the subject of a financial restatement that is required because of material non-compliance with financial reporting requirements, the compensation committee will conduct a review of awards covered by the policy and recoup any erroneously awarded incentive-based compensation to ensure that the ultimate payout gives retroactive effect to the financial results as restated. The clawback policy covers any cash or equity-based incentive compensation award that was paid, earned or granted to a covered officer during the last completed three fiscal years immediately preceding the date on which we are required to prepare the accounting restatement. Equity Grant Policy Although we do not have a formal policy with respect to the timing of our equity award grants, the compensation committee generally grants annual equity awards on a predetermined annual schedule and we do not take material nonpublic information into account when determining the timing and terms of such awards. In addition, we do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. During our fiscal year ended December 31, 2024, Dr. Yeu-Lin was awarded stock options in the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report (the “Designated Periods”). Pursuant to SEC Rules, we are providing the following information relating to the stock options awarded to Dr. Yeu-Lin in the Designated Periods occurring during our fiscal year ended December 31, 2024:

  24. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The following table provides information regarding the compensation of our NEOs, which included our CEO, our CFO, and our next three most highly compensated executive officers who were serving as of the end of our 2024 fiscal year.

  25. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation ($) | Total ($) | | Bobak Azamian, M.D., Ph.D. | 2024 | 673,400 | — | 3,370,153 | 3,267,692 | 532,800 | 52,147(4) | 7,896,192 | | President, Chief Executive Officer and Board Chairman | 2023 | 619,500 | — | 1,029,364 | 1,017,968 | 450,300 | 13,200 | 3,130,332 | | | 2022 | 590,000 | — | 876,822 | 2,077,378 | 324,500 | 47,580 | 3,916,280 | | Jeffrey Farrow(5) | 2024 | 520,833 | — | 1,168,959 | 1,133,398 | 307,200 | 102,536(6) | 3,232,926 | | Chief Financial Officer and Chief Strategy Officer | 2023 | 343,751 | 100,000 | 1,678,310 | 1,590,572 | 241,200 | 37,997 | 3,991,830 | | Seshadri Neervannan, Ph.D.(7) | 2024 | 527,333 | — | 1,168,959 | 1,133,398 | 311,300 | 53,699(4) | 3,194,689 | | Chief Operating Officer | 2023 | 500,000 | — | 494,095 | 488,623 | 246,000 | 13,200 | 1,741,918 | | Aziz Mottiwala(8) | 2024 | 492,633 | — | 1,168,959 | 1,133,398 | 292,500 | 51,372(4) | 3,138,862 | | Chief Commercial Officer | | | | | | | | — | | Elizabeth Yeu-Lin, M.D.(9) | 2024 | 78,182 | 25,000 | 1,399,928 | 1,548,238 | — | 53,509(10) | 3,104,857 | | Chief Medical Officer | | | | | | | | |

  26. 2024 SUMMARY COMPENSATION TABLE

    _____________ (1)Represents a one-time signing bonus paid in the year of hire. (2)Represents the aggregate grant date fair value of stock awards and option awards granted in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. See Note 6 of the notes to our audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 25, 2025, for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. (3)The amounts in this column reflect annual cash bonuses paid with respect to the applicable fiscal year, based on 100% corporate performance for Dr. Azamian, and 90% corporate performance and 10% individual performance for Mr. Farrow, Dr. Neervannan, and Mr. Mottiwala, respectively. (4)Consists of $13,800 in matching contributions for the 401k plan. (5) Mr. Farrow was appointed Chief Financial Officer and Chief Strategy Officer on April 24, 2023. Accordingly, compensation information is only included for the 2023 and 2024 fiscal years. (6)Consists of (i) $13,408 in matching contributions for the 401(k) plan and (ii) $52,249 of company-paid temporary living expenses. (7)Dr. Neervannan was employed by us but was not a NEO for the 2022 fiscal year. Accordingly, compensation information is only included for the 2023 and 2024 fiscal years. (8)Mr. Mottiwala was employed by us but was not a NEO for the 2022 and 2023 fiscal years. Accordingly, compensation information is only included for the 2024 fiscal year. (9) Dr. Yeu-Lin was appointed Chief Medical Officer on November 4, 2024; however, she previously served as a non-employee member of our Board of Directors and as our Chief Medical Advisor. Accordingly, compensation information is only provided for the 2024 fiscal year, but which includes compensation she received as a non-employee director and as a consultant, in addition to her compensation as our Chief Medical Officer in fiscal year 2024. (10)Consists of (i) $1,600 in matching contributions for the 401(k) plan and (ii) $51,807 in fees that Dr. Yeu-Lin received as a member of our Board of Directors, prior to her resignation from the Board on November 3, 2024.

  27. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information regarding each plan-based award granted to our NEOs during our 2024 fiscal year.

  28. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | Name | Grant Date | Target ($) | Maximum ($) | | | | | | Bobak Azamian, M.D., Ph.D. | N/A | 409,800 | 614,700 | — | — | — | — | | | 3/7/2024 | — | — | — | 136,947 | 35.50 | 3,267,692 | | | 3/7/2024 | — | — | 92,485 | — | — | 3,370,153 | | Jeffrey Farrow | N/A | 236,250 | 354,375 | — | — | — | — | | | 3/7/2024 | — | — | — | 47,500 | 35.50 | 1,133,398 | | | 3/7/2024 | — | — | 32,079 | — | — | 1,168,959 | | Seshadri Neervannan, Ph.D. | N/A | 239,400 | 359,100 | — | — | — | — | | | 3/7/2024 | — | — | — | 47,500 | 35.50 | 1,133,398 | | | 3/7/2024 | — | — | 32,079 | — | — | 1,168,959 | | Aziz Mottiwala | N/A | 225,000 | 337,500 | — | — | — | — | | | 3/7/2024 | — | — | — | 47,500 | 35.50 | 1,133,398 | | | 3/7/2024 | — | — | 32,079 | — | — | 1,168,959 | | Elizabeth Yeu-Lin, M.D. | 1/25/2024 | — | — | — | 10,000 | 26.25 | 176,386 | | | 6/13/2024 | — | — | — | 5,000 | 33.14 | 110,675 | | | 6/13/2024 | — | — | 3,350 | — | — | 109,679 | | | 11/4/2024 | — | — | — | 41,074 | 46.21 | 1,261,177 | | | 11/4/2024 | — | — | 27,278 | — | — | 1,290,249 |

  29. Grants of Plan-Based Awards

    (1) Each NEO was granted a non-equity incentive plan award pursuant to our 2024 annual incentive plan, which is discussed in greater detail in the “Cash-Based Annual Incentive Compensation” section of the “Compensation Discussion and Analysis.” The amounts shown in the “target” column reflect the target payout under the plan. The target amount is equal to 60% of Dr. Azamian’s annual base salary and 45% of Dr. Neervannan’s and Messrs. Farrow and Mottiwala’s annual base salary. Dr. Yeu-Lin was not eligible for a non-equity incentive plan award in fiscal 2024. The amounts shown in the “maximum” column reflect the maximum payout of 150% of the target bonus amount if all goals are achieved at their maximum level. No threshold amount was applicable to the 2024 annual incentive plan. The actual amounts paid to each NEO are shown in the Summary Compensation Table. (2) The amounts in this column represent the aggregate grant date fair value of stock awards or option awards granted to the officer in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. See Note 6 of the notes to our audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 25, 2025, for a discussion of the assumptions made by the Company in determining the grant date fair value of our equity awards.

  30. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information regarding each unexercised option and all unvested RSUs held by each of our NEOs as of December 31, 2024. Options granted prior to our initial public offering were granted pursuant to our 2016 Stock Plan (the “2016 Plan”). Options granted after our initial public offering and all RSUs were granted pursuant to our 2020 Plan. All of the options and RSUs granted to our NEOs will fully accelerate in the event the NEO is subject to an involuntary termination within three months before or after our change in control, as described in further detail below in "Severance and Change in Control Benefits." The vesting schedule applicable to each outstanding option award and RSU award is described in the footnotes to the table below.

  31. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | | Bobak Azamian, M.D., Ph.D. | 114,894(2) | — | 0.45 | 10/26/2028 | — | — | | | 552,549(2) | — | 2.01 | 4/2/2030 | — | — | | | 123,183(2) | — | 10.99 | 9/24/2030 | — | — | | | 200,727(3) | 4,271(3) | 47.25 | 1/6/2031 | — | — | | | 105,920(4) | 48,147(4) | 19.59 | 3/8/2032 | — | — | | | 43,855(5) | 56,387(5) | 15.00 | 3/7/2033 | — | — | | | — | 136,947(6) | 35.50 | 3/6/2034 | — | — | | | — | — | — | — | 22,599(7) | 1,251,307 | | | — | — | — | — | 50,925(8) | 2,819,717 | | | — | — | — | — | 92,485(9) | 5,120,894 | | Jeffrey Farrow | 68,081(10) | 95,316(10) | 14.62 | 4/23/2033 | — | — | | | — | 47,500(6) | 35.50 | 3/6/2034 | — | — | | | — | — | — | — | 83,644(11) | 4,631,368 | | | — | — | — | — | 32,079(9) | 1,776,214 | | Seshadri Neervannan, Ph.D. | 183,741(2) | — | 2.01 | 7/12/2030 | — | — | | | 43,114(2) | — | 10.99 | 9/24/2030 | — | — | | | 60,217(3) | 1,282(3) | 47.25 | 1/6/2031 | — | — | | | 47,779(4) | 21,719(4) | 19.59 | 3/8/2032 | — | — | | | 21,050(5) | 27,066(5) | 15.00 | 3/7/2033 | — | — | | | — | 47,500(6) | 35.50 | 3/6/2034 | — | — | | | — | — | — | — | 10,194(7) | 564,442 | | | — | — | — | — | 24,444(8) | 1,353,464 | | | — | — | — | — | 32,079(9) | 1,776,214 | | Aziz Mottiwala | 3,365(2) | — | 0.45 | 9/13/2028 | — | — | | | 61,508(2) | — | 10.99 | 9/24/2030 | — | — | | | 40,144(3) | 855(5) | 47.25 | 1/6/2031 | — | — | | | 44,902(4) | 20,410(4) | 19.59 | 3/8/2032 | — | — | | | 21,050(5) | 27,066(5) | 15.00 | 3/7/2033 | — | — | | | — | 47,500(6) | 35.50 | 3/6/2034 | — | — | | | — | — | — | — | 9,580(7) | 530,445 | | | — | — | — | — | 24,444(8) | 1,353,464 | | | | | | | 32,079(9) | 1,776,214 | | Elizabeth Yeu-Lin, M.D. | 2,019(2) | — | 2.01 | 5/13/2030 | — | — | | | 37,915(2) | — | 10.99 | 9/24/2030 | — | — | | | 5,200(2) | — | 34.72 | 3/1/2031 | — | — | | | 20,000(2) | — | 22.50 | 12/30/2031 | — | — | | | 7,000(2) | — | 12.89 | 6/15/2032 | — | — | | | 5,000(2) | — | 17.99 | 6/21/2033 | — | — | | | — | 10,000(12) | 26.25 | 1/24/2034 | — | — | | | — | 5,000(13) | 33.14 | 6/12/2034 | — | — | | | — | 41,074(14) | 46.21 | 11/3/2034 | — | — | | | — | — | — | — | 3,350(15) | 185,490 | | | — | — | — | — | 27,278(16) | 1,510,383 |

  32. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1)Market value is based on the fair market value of our Common Stock at the close of trading on December 31, 2024, the last trading day of fiscal year 2024, which was $55.37. (2)The option was fully vested as of December 31, 2024. (3)Option vested as to 25% of the total number of option shares on January 7, 2022, and the remaining shares vest in equal monthly installments over the following 36 months, provided the NEO remains in continuous service through each such vesting date. (4)Option vested as to 25% of the total number of option shares on March 8, 2023, and the remaining shares vest in equal monthly installments over the following 36 months, provided the NEO remains in continuous service through each such vesting date. (5)Option vested as to 25% of the total number of option shares on March 8, 2024, and the remaining shares vest in equal monthly installments over the following 36 months, provided the NEO remains in continuous service through each such vesting date. (6)Option vests as to 25% of the total number of options shares on March 7, 2025, and the remaining shares vest in equal monthly installments over the following 36 months, provided the NEO remains in continuous service through each such vesting date. (7)The RSUs vest in four equal installments on each of March 15, 2023, March 15, 2024, March 15, 2025, and March 15, 2026, subject to the NEO's continuous service through each such vesting date. (8)The RSUs vest in four equal installments on each of March 15, 2024, March 15, 2025, March 15, 2026, and March 15, 2027, subject to the NEO's continuous service through each such vesting date. (9)The RSUs vest in four equal installments on each of March 15, 2025, March 15, 2026, March 15, 2027, and March 15, 2028, subject to the NEO's continuous service through each such vesting date. (10)Option vested as to 25% of the total number of option shares on April 24, 2024, and the remaining shares vest in equal monthly installments over the following 36 months, provided Mr. Farrow remains in continuous service through each such vesting date. (11)The RSUs vest in four equal installments on each of June 15, 2024, June 15, 2025, June 15, 2026, and June 15, 2027 subject to Mr. Farrow's continuous service through each such vesting date. (12)This option vested in full on January 30, 2025. (13)Option vests as to 100% of the total number of option shares on June 13, 2025, provided Dr. Yeu-Lin remains in continuous service through such vesting date. (14)Option vests as to 25% of the total number of options shares on November 4, 2025, and the remaining shares vest in equal monthly installments over the following 36 months, provided Dr. Yeu-Lin remains in continuous service through each such vesting date. (15)The RSUs fully vest on June 13, 2025, provided Dr. Yeu-Lin remains in continuous service through such vesting date. (16)The RSUs vest in four equal installments on each of December 15, 2025, December 15, 2026, December 15, 2027, and December 15, 2028, subject to Dr. Yeu-Lin's continuous service through each such vesting date.

  33. 2024 Options Exercised and Stock Vested

    2024 Options Exercised and Stock Vested The following table shows the number of RSUs held by each of the NEOs that vested during the fiscal year ended December 31, 2024. None of our NEOs exercised any options during such fiscal year.

  34. 2024 Options Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(1) | | Bobak Azamian, M.D., Ph.D. | 28,274 | 892,893 | | Jeffrey Farrow | 27,881 | 804,088 | | Seshadri Neervannan, Ph.D. | 13,245 | 418,277 | | Aziz Mottiwala | 12,938 | 408,582 | | Elizabeth Yeu-Lin, M.D. | 3,350 | 88,557 |

  35. 2024 Options Exercised and Stock Vested

    (1) Represents the closing price of a share of our common stock on the date of vesting multiplied by the number of shares that have vested.

  36. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table describes the potential payments and benefits for each of our NEOs under their Executive Severance Agreement upon a Qualifying Termination as of December 31, 2024.

  37. Potential Payments Upon Termination or Change in Control

    | Name | Severance Benefit | Termination Apart from a Change in Control ($) | Termination in Connection with a Change in Control ($) | | Bobak Azamian, M.D., Ph.D. | Cash Severance(1) | 683,000 | 2,049,000 | | | Continued Health Coverage(2) | 32,203 | 48,305 | | | Equity Acceleration(3) | — | 15,946,779 | | | Total | 715,203 | 18,044,084 | | Jeffrey Farrow | Cash Severance(1) | 525,000 | 997,500 | | | Continued Health Coverage(2) | 23,279 | 23,279 | | | Equity Acceleration(3) | — | 11,235,535 | | | Total | 548,279 | 12,256,314 | | Seshadri Neervannan, Ph.D. | Cash Severance(1) | 532,000 | 1,010,800 | | | Continued Health Coverage(2) | 29,021 | 29,021 | | | Equity Acceleration(3) | — | 6,518,115 | | | Total | 561,021 | 7,557,936 | | Aziz Mottiwala | Cash Severance(1) | 500,000 | 950,000 | | | Continued Health Coverage(2) | 33,179 | 33,179 | | | Equity Acceleration(3) | — | 6,433,815 | | | Total | 533,179 | 7,416,994 | | Elizabeth Yeu-Lin, M.D. | Cash Severance(1) | 480,000 | 480,000 | | | Continued Health Coverage(2) | — | — | | | Equity Acceleration(3) | — | 2,474,460 | | | Total | 480,000 | 2,954,460 |

  38. Potential Payments Upon Termination or Change in Control

    (1) Represents (i) the NEO’s base salary and (ii) the prorated target bonus plus the target bonus at the specified achievement percentage, as described in the "Severance and Change in Control Benefits" section above. (2) Represents the continued payment of health insurance premiums for the applicable length of time pursuant to the NEO's Executive Severance Agreement. (3) Represents the value of vesting acceleration of equity awards assuming the Qualifying Termination and change in control occurred on December 31, 2024. The value for RSUs is calculated based on our closing stock price per share on December 31, 2024 of $55.37. The value of stock option awards is calculated based on the excess of our closing stock price per share on December 31, 2024 of $55.37 and the exercise price of the stock option awards, if any.

  39. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Act and SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Dr. Azamian, our CEO, as of December 31, 2024. For our fiscal year ended December 31, 2024, our CEOs’s annual total compensation disclosed in the Summary Compensation Table was $7,896,192. Our median employee’s annual total compensation was $216,313. Based on this information, the ratio of the annual total compensation of Dr. Azamian to the annual total compensation of our median employee was 37 to 1 for 2024. We calculated our CEO's pay ratio described above in compliance with the requirements set forth in Item 402(u) of Regulation S-K. We first identified the median employee using our employee population of 323 full-time employees, excluding the CEO, as of December 31, 2024, and comparing the W-2 compensation for the year ended December 31, 2024 for such employee population. Once we identified our median employee, we then calculated the median employee’s annual total compensation in the same manner as the NEOs found in the Summary Compensation Table.

  40. Pay-Versus-Performance

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(4) | TARS Total Shareholder Return(5) | Peer Group Total Shareholder Return (NASDAQ Biotechnology Index)(6) | Net Loss (Millions)(7) | Product Sales, Net (Millions)(8) | | 2024 | $7,896,192 | $19,754,970 | $3,167,833 | $8,177,805 | $246.09 | $93.47 | $(116) | $180 | | 2023 | $3,130,332 | $4,499,232 | $2,570,776 | $2,678,937 | $90.00 | $94.01 | $(136) | $15 | | 2022 | $3,916,280 | $27,957 | $2,776,070 | $2,017,709 | $65.16 | $89.88 | $(62) | $— |

  41. Compensation Actually Paid and Total Stockholder Return

    Compensation Actually Paid and Total Stockholder Return The following graph illustrates the relationship between the PEO and average non-PEO NEO “compensation actually paid” (“CAP”), our cumulative Total Stockholder Return (“TSR”) and the TSR of the NASDAQ Biotechnology Index, assuming an initial fixed investment of $100, for the fiscal years ended December 31, 2024, 2023 and 2022.

  42. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss The following graph illustrates the relationship between the PEO and average non-PEO NEO CAP and our net loss for the fiscal years ended December 31, 2024, 2023 and 2022.

  43. Compensation Actually Paid and Net Product Sales

    Compensation Actually Paid and Net Product Sales The following graph illustrates the relationship between the PEO and average non-PEO NEO CAP and our net product sales for the fiscal years ended December 31, 2024, 2023 and 2022. We consider net product sales to be the most important financial performance metric in our 2024 executive compensation program because it is the most heavily weighted financial metric used in determining each of our NEO’s annual 2024 cash incentive achievement.

  44. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of seven directors. Our Board of Directors are divided into three classes with staggered three-year terms. In January 2025, Ms. Crane resigned as a member of the Board of Directors and authorized number of directors was reduced to seven. Upon expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. The terms of the Class II directors, Bobak Azamian and Katherine Goodrich expire at the Annual Meeting. As recommended by our nominating and corporate governance committee, on March 6, 2025, our Board of Directors nominated Bobak Azamian and Katherine Goodrich for election as the Class II directors at the Annual Meeting. If elected, each will serve on our Board of Directors until the annual meeting of stockholders in 2028 and until his or her successor has been elected and qualified. The Class III directors will serve until our annual meeting of stockholders in 2026. The Class I directors will serve until our annual meeting of stockholders in 2027. The nominees for director at the Annual Meeting, their ages as of April 15, 2025, their positions and offices held with the Company are set forth below. Other biographical information for the members of our Board of Directors is set forth in this proxy statement under the heading “Directors, Executive Officers and Corporate Governance—Directors and Executive Officers.”

  45. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

  46. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | Name | Age | Position with Tarsus | | Wendy Yarno, MBA | 70 | Lead Independent Director | | Andrew Goldberg, M.D. | 43 | Director | | Scott Morrison | 67 | Director |

  47. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  48. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | Name | Age | Position with Tarsus | | William J. Link, Ph.D. | 78 | Director | | Bhaskar Chaudhuri, Ph.D. | 70 | Director |

  49. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    The biographies for the director nominees and directors set forth above are set forth in this proxy statement under the heading “Directors, Executive Officers and Corporate Governance—Directors and Executive Officers.” We have determined that each of these Class II director nominees possesses the requisite communication skills, personal integrity, business judgment, ability to make independent analytical inquiries, and willingness to devote adequate time and effort necessary to serve as an effective member of the Board of Directors. Other specific experiences, qualifications, attributes or skills of nominees that contributed to our conclusion that the nominees should serve as Class II directors are noted in their biographies.