DEF 14A of Senti Biosciences Holdings, Inc., May 29, 2024

DEF 14A of Senti Biosciences Holdings, Inc.

Filed May 29, 2024 · FY20230001854270-24-000069

Open on EDGAR

  1. Directors

    Directors Our board of directors currently consists of six members. Susan Berland has informed our board of directors that she will be resigning from the board of directors, including all committees of the board on which she serves, effective as of the close of business on June 11, 2024. In accordance with the terms of our second amended and restated certificate of incorporation, or certificate of incorporation, and amended and restated bylaws, or bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows: •the Class I directors are Timothy Lu, M.D., Ph.D., Edward Mathers and Omid Farokhzad, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2026; •the Class II director is Susan Berland, and she will be resigning from our board of directors effective as of the close of business on June 11, 2024; and •the Class III directors are James (Jim) Collins, Ph.D. and Brenda Cooperstone, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2025. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause and then only by the affirmative vote of the holders of 75% or more of the outstanding shares of capital stock then entitled to vote at an election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum. Upon Ms. Berland’s resignation from our board of directors, the size of our board of directors will be reduced from six members to five members without any Class II directors. The following table identifies our current directors, and sets forth their principal occupation and business experience during the last five years and their ages as of May 15, 2024.

  2. Directors

    | Name | Positions and Offices Held with Senti Biosciences, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | | Timothy Lu, M.D., Ph.D. | Chief Executive Officer and Director | 2016 | Class I-2026 | 43 | | Edward Mathers(1)(2)(3) | Director | 2016 | Class I-2026 | 64 | | Omid Farokhzad, M.D.(1) | Director | 2022 | Class I-2026 | 55 | | Susan Berland(1)(2)* | Director | 2021 | Class II-2024 | 68 | | Brenda Cooperstone, M.D.(2) | Director | 2019 | Class III-2025 | 58 | | James (Jim) Collins, Ph.D.(3) | Director | 2022 | Class III-2025 | 57 |

  3. Directors

    _______ (1) Member of audit committee. (2) Member of compensation committee. (3 )Member of nominating and corporate governance committee. * Ms. Berland has informed our board of directors that she will be resigning from our board of directors, including all committees of the board of directors on which she serves, effective as of close of business on June 11, 2024.

  4. Class III Directors (Term Expires at 2025 Annual Meeting)

    Class III Directors (Term Expires at 2025 Annual Meeting) Brenda Cooperstone, M.D. has served as a member of our board of directors since October 2019. Dr. Cooperstone has held various leadership positions at Pfizer, Inc. (NYSE: PFE), a public biopharmaceutical company, including as Senior Vice President from May 2017 to December 2022, Chief Development Officer for Rare Disease in Global Product Development since May 2016 to December 2022, and Head of Development for Rare Disease in Global Product Development from November 2015 to May 2016. Dr. Cooperstone started her career in the pharmaceutical industry at Wyeth Pharmaceuticals Inc. in 1999 and joined Pfizer, Inc., when it acquired Wyeth Pharmaceuticals, Inc., in 2009. Dr. Cooperstone earned her M.D. from McGill University, and completed her residency in pediatrics at the Montreal Children’s Hospital, her clinical fellowship in pediatric nephrology at Children’s Hospital of Philadelphia and a research fellowship at the University of Pennsylvania’s Renal Electrolyte division. We believe Dr. Cooperstone is qualified to serve on our board of directors because of her extensive experience in the pharmaceutical industry. James J. (Jim) Collins, Ph.D. has served as a member of our board of directors since June 2022. Dr. Collins has served as the Termeer Professor of Medical Engineering and Science in the Institute for Medical Engineering and Science and the Department of Biological Engineering at MIT since December 2014. Prior to his joining MIT, from October 1990 to November 2014, Dr. Collins served as a professor in biomedical engineering at Boston University. Dr. Collins currently serves as a member of the board of directors of Fulcrum Therapeutics, Inc. (NASDAQ: FULC) since January 2017 and the Orion Biotech Opportunities Corp (NASDAQ: ORIA) since May 2021. Dr. Collins received a B.S. in Physics from the College of the Holy Cross and a doctorate in Medical Engineering from the University of Oxford. From 1987 to 1990, he was a Rhodes Scholar. We believe Dr. Collins’ extensive industry expertise qualifies him to serve on our board of directors.

  5. Class I Directors (Term Expires at 2026 Annual Meeting)

    Class I Directors (Term Expires at 2026 Annual Meeting) Timothy Lu, M.D., Ph.D. has served as a member of our board of directors since June 2016, our Chief Executive Officer since July 2016, and our President from February 2018 to May 2024, and is one of our co-founders. In June 2010, Dr. Lu joined Massachusetts Institute of Technology faculty at the Department of Electrical Engineering and Computer Science and in 2012, he obtained a joint appointment at the Department of Biological Engineering. He currently serves on the board of directors of the Alliance for Regenerative Medicine. Dr. Lu has been a co-founder and/or a Scientific Advisory Board member to a number of biotechnology and biopharmaceutical companies, including BiomX Inc. (NYSE: PHGE) and Tango Therapeutics, Inc. (NASDAQ: TNGX). Dr. Lu received his undergraduate and Masters in Engineering degrees from MIT in Electrical Engineering and Computer Science. Thereafter, Dr. Lu earned his M.D. from Harvard Medical School and his Ph.D. in Electrical and Biomedical Engineering from Massachusetts Institute of Technology as part of the Harvard-MIT Health Sciences and Technology Medical Engineering and Medical Physics Program. We believe Dr. Lu is qualified to serve on our board of directors due to his extensive experience in the field of synthetic biology, as well as the perspective and experience he brings as our Chief Executive Officer. Edward Mathers has served as a member of our board of directors since July 2016. Mr. Mathers joined New Enterprise Associates, Inc. (NEA), a private venture capital firm focusing on technology and healthcare investments, in August 2008 and is currently a Partner. Prior to joining NEA, Mr. Mathers served as Executive Vice President, Corporate Development and Venture at MedImmune, Inc., a biopharmaceutical company, and led its venture capital subsidiary, MedImmune Ventures, Inc. from 2002 to 2008. Mr. Mathers currently serves on the board of directors of number of biopharmaceutical and pharmaceutical companies, including Inozyme Pharma, Inc. (NASDAQ: INZY), Reneo Pharmaceuticals, Inc. (NASDAQ: RPHM), Rhythm Pharmaceuticals, Inc. (NASDAQ: RYTM), Synlogic, Inc. (NASDAQ: SYBX) (formerly known as Mirna Therapeutics, Inc.) and Trevi Therapeutics, Inc. (NASDAQ: TRVI), and he previously served on the board of directors of Akouos, Inc. (NASDAQ: AKUS), a public biotechnology company, from October 2017 to December 2022 when it was acquired by Eli Lilly and Company (NYSE: LLY), Mirum Pharmaceuticals, Inc. (NASDAQ: MIRM), a public biopharmaceutical company, from November 2018 to September 2022, Lumos Pharma, Inc. (NASDAQ: LUMO), a public biopharmaceutical company, from January 2014 to March 2020 when it merged with NewLink Genetics Corporation (NASDAQ: NLNK), Liquidia Technologies, Inc. (NASDAQ: LQDA), a public biopharmaceutical company, from April 2009 to May 2019, Ra Pharmaceuticals, Inc. (NASDAQ: RARX), a public biopharmaceutical company, from February 2010 to April 2020 when it was acquired by UCB S.A. and ObsEva SA (NASDAQ: OBSV), a public biopharmaceutical company, from November 2015 to June 2023. Mr. Mathers earned his B.S. in chemistry from North Carolina State University. We believe Mr. Mathers’ experience as a venture capitalist, as an executive and in business development and his experience in serving on the board of directors for several public and private biopharmaceutical and life sciences companies qualify him to serve on our board of directors. Omid Farokhzad, M.D. has served as a member of our board of directors since the closing of our Business Combination in June 2022. He founded Seer, Inc. (NASDAQ: SEER) in 2017, which advances a transformative proteomics platform, and has served as its Chief Executive Officer since February 2018 and as a member of its board of directors since March 2017, serving as the Chair since September 2020. He also served as Founder, Chief Executive Officer and Chair of our predecessor, Dynamics Special Purpose Corp. (NASDAQ: DYNS) from March 2021 to June 2022. He previously co-founded BIND Therapeutics (acquired by Pfizer Inc. (NYSE: PFE)), Selecta Biosciences, Inc. (Nasdaq: SELB), which is developing a novel antigen-specific tolerance platform for biologics and gene therapy, and Tarveda Therapeutics, Inc., a privately held oncology biotherapeutics company. From September 2004 to February 2018, he was a Professor at Harvard Medical School and a director of the Center for Nanomedicine at Brigham and Women’s Hospital. Dr. Farokhzad holds an MA and M.D. from Boston University and an MBA from MIT Sloan School of Management. We believe Dr. Farokhzad is qualified to serve on our board of directors because of his experience in leadership positions in the biotechnology and life science industry, his educational background and his strong scientific knowledge. 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.Director Nomination Process Our nominating and corporate governance committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board of directors, and recommending such persons to be nominated for election as directors at each annual meeting of stockholders, developing and recommending to the board of directors corporate governance guidelines and periodically reviewing these guidelines and recommending any changes, and overseeing an annual evaluation of the board of directors, its committees and management. In identifying prospective director candidates, the nominating and corporate governance committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the prospective director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the board of directors. At a minimum, the nominating and corporate governance committee must be satisfied that each recommended nominee meets the following minimum qualifications: •The nominee shall have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing. •The nominee shall be highly accomplished in his or her respective field, with superior credentials and recognition. •The nominee shall be well regarded in the community and shall have a long-term reputation for high ethical and moral standards. •The nominee shall have sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards of directors on which such nominee may serve. •To the extent such nominee serves or has previously served on other boards, the nominee shall have a demonstrated history of actively contributing at board meetings. •The candidate shall be effective, in conjunction with other members of and/or candidates to the Board, in collectively serving the long-term interests of the Company’s stockholders.

  6. Class I Directors (Term Expires at 2026 Annual Meeting)

    In addition to any other standards the nominating and corporate governance committee may deem appropriate from time to time for the overall structure and composition of the board of directors, the nominating and corporate governance committee may consider whether the candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience.

  7. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Prior to consummating the Business Combination, we did not have a formal director compensation policy. In July 2022, after consummating the Business Combination, we adopted a non-employee director compensation policy, as described below.

  8. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In July 2022, our board of directors adopted a non-employee director compensation policy. The policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, our non-employee directors are eligible to receive cash retainers (which are payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below. In addition, we reimburse non-employee directors for all reasonable out-of-pocket expenses incurred in attending meetings of our board of directors or board committees. We do not pay additional compensation for attending individual meetings of our board of directors.

  9. Non-Employee Director Compensation Policy

    | Annual Retainer for Board Membership | $35,000 | | Additional Annual Retainer for Non-Executive Chair | $30,000 | | Additional Annual Retainer for Committee Membership | | | Audit Committee Chairperson: | $15,000 | | Audit Committee Member (other than Chairperson) | $7,500 | | Compensation Committee Chairperson: | $15,000 | | Compensation Committee Member (other than Chairperson) | $7,500 | | Nominating and Corporate Governance Committee Chairperson: | $8,000 | | Nominating and Corporate Governance Committee Member (other than Chairperson) | $4,000 |

  10. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding the compensation awarded to, earned by or paid to our non-employee directors for service on our board of directors during the year ended December 31, 2023 (including, for David Epstein, who resigned from our board of directors on June 16, 2023). Dr. Lu, who served as our President and Chief Executive Officer during 2023, also served on our board of directors, but did not receive any additional compensation for his service as a director and therefore is not included in the table below. Dr. Lu’s compensation for his service, as our President and Chief Executive Officer, is set forth below under “Executive Compensation-Summary Compensation Table.”

  11. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Susan Berland | $57,500 | $44,219 | — | $101,719 | | Brenda Cooperstone, M.D. | $50,000 | $44,219 | — | $94,219 | | Edward Mathers | $50,500 | $44,219 | — | $94,719 | | David Epstein (3) | $21,442 | $15,509(4) | — | $36,951 | | James (Jim) Collins, Ph.D. | $39,000 | $49,202 | $19,500(5) | $107,702 | | Omid Farokhzad, M.D. | $42,500 | $44,219 | — | $86,719 |

  12. Director Compensation Table

    (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted and the incremental fair value of option awards materially modified during fiscal year 2023 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC 718. The assumptions used in calculating the grant date fair value of the option awards reported in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 21, 2024. These amounts do not reflect the actual economic value that will be realized by our non-employee directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. (2) The following table provides information regarding the number of shares of common stock underlying stock options granted to our non-employee directors that were outstanding as of December 31, 2023.

  13. Director Compensation Table

    | Name | Option Awards Outstanding at 2023 Year-End (number of shares) | | Susan Berland | 205,113 | | Brenda Cooperstone, M.D. | 218,938 | | Edward Mathers | 187,500 | | David Epstein | 125,000 | | James (Jim) Collins, Ph.D. | 198,066 | | Omid Farokhzad, M.D. | 187,500 |

  14. Director Compensation Table

    (3) Mr. Epstein resigned from our board of directors effective June 16, 2023. Amounts reported in the “Fees Earned or Paid in Cash” reflect compensation paid to Mr. Epstein in accordance with our non-employee director compensation policy prior to his resignation. (4) In consideration of Mr. Epstein’s consulting services provided to us under the Epstein Agreement, the board of directors amended Mr. Epstein’s stock options on June 16, 2023 to extend the post-termination exercise period until two years after his termination of continuous service for any reason other than cause, disability or death. The amount reported in the “Option Awards” column reflect the incremental fair value resulting from such modifications to Mr. Epstein’s option awards described in this footnote, computed in accordance with FASB ASC 718. (5) Amount represents fees earned by James Collins in 2023 under his agreement to serve as a member and chair of our SAB.

  15. Summary Compensation Table

    Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the year indicated.

  16. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Timothy Lu, M.D., Ph.D. | 2023 | $606,625 | — | — | $817,929 | $250,233 | $11,711 | $1,686,498 | | Chief Executive Officer | 2022 | $537,647 | — | — | — | $268,823 | $4,792 | $811,262 | | Deborah Knobelman, Ph.D. (5) | 2023 | $460,013 | — | — | $168,779 | $154,564 | $6,300 | $789,656 | | Former Chief Financial Officer, Treasurer and Head of Corporate Development | 2022 | $424,981 | — | $75,000 | $428,208 | $169,992 | $5,244 | $1,103,425 | | Kanya Rajangam, M.D., Ph.D. (6) | 2023 | $516,460 | — | — | $168,779 | $173,531 | — | $858,770 | | President, Head of Research and Development and Chief Medical Officer | 2022 | $241,288 | $90,000 | — | $412,703 | $96,515 | — | $840,506 |

  17. Summary Compensation Table

    _________ (1) The amounts reported represent the aggregate grant date fair value of the restricted stock unit awards, or RSUs, granted to our named executive officers during the applicable fiscal year, 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 RSUs reported in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 21, 2024. The amounts reported in this column reflect the accounting cost for the RSUs and do not correspond to the actual economic value that may be received by our named executive officers upon the vesting of the RSUs, issuance of shares of common stock, or any sale of shares of common stock received pursuant to such awards. (2) The amounts reported represent the aggregate grant date fair value of the stock options granted to the named executive officers during the applicable fiscal year, calculated in accordance with FASB ASC 718. Such grant date fair value does not take into account any estimated or actual forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 21, 2024. The amounts reported in this column reflect the accounting cost for the stock options, and does not correspond to the actual economic value that may be received upon exercise of the stock options, issuance of shares of common stock, or any sale of any of the underlying shares of common stock. (3) Reflects performance-based cash bonuses awarded to our named executive officers. Amounts reflect the actual cash incentive bonuses received by our named executive officers for performance of services in 2023 and 2022, as indicated, and were paid in the subsequent year. See “—Narrative to the Summary Compensation Table—Non-Equity Incentive Plan Compensation” below for a description of the material terms pursuant to which this compensation was awarded. (4) Reflects employer matching contributions made under our 401(k) plan. (5) Dr. Knobelman resigned from the Company effective May 3, 2024. (6) Dr. Rajangam began her employment with us effective as of July 5, 2022, and the amounts reported in the “Salary” column for 2022 reflect salary earned following her commencement of employment with us.

  18. Outstanding Equity Awards at Fiscal Year-End

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

  19. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | 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) | | Timothy Lu | 2/2/2021(2) | 1/1/2021 | 454,024 | — | — | $2.66 | 2/1/2031 | — | — | | | 12/19/2021(3) | 6/8/2022 | 820,443 | 1,367,407 | — | $9.92 | 12/18/2031 | — | — | | | 12/19/2021(4) | 12/19/2021 | — | — | 315,748 | $9.92 | 12/18/2031 | — | — | | | 2/1/2023(6) | 2/1/2023 | 131,248 | 498,752 | — | $1.81 | 1/31/2033 | — | — | | Deborah Knobelman (7) | 5/20/2021(2) | 5/18/2021 | 94,787 | 51,988 | — | $7.87 | 5/19/2031 | — | — | | | 12/19/2021(3) | 6/8/2022 | 355,390 | 592,318 | — | $9.92 | 12/18/2031 | — | — | | | 10/3/2022(2) | 9/20/2022 | 75,000 | 165,000 | — | $2.50 | 10/2/2032 | — | — | | | 10/3/2022(5) | 9/20/2022 | — | — | — | — | — | $30,000 | $19,800 | | | 2/1/2023(6) | 2/1/2023 | 27,083 | 102,917 | — | $1.81 | 1/31/2033 | — | — | | Kanya Rajangam | 7/18/2022(2) | 7/5/2022 | 116,077 | 211,673 | — | $1.80 | 7/17/2032 | — | — | | | 2/1/2023(6) | 2/1/2023 | 27,083 | 102,917 | — | $1.81 | 1/31/2033 | — | — |

  20. Outstanding Equity Awards at Fiscal Year-End

    __________ (1) The amounts reported in this column reflect the number of unvested shares multiplied by $0.66, which was the closing market price of our common stock on December 29, 2023, the last trading day of fiscal year 2023. (2) 25% of the shares underlying this option vest on the one-year anniversary of the vesting commencement date and the remainder vest in 36 equal monthly installments thereafter, subject to the named executive officer’s continued employment through the applicable vesting date. (3) The shares underlying this option were subject to both time-based and performance-based vesting conditions. 100% of the shares underlying the option satisfied the performance based vesting condition upon consummation of our Business Combination. The shares underlying the option shall satisfy the time-based vesting condition as follows: 25% on the one-year anniversary of the vesting commencement date and the remainder vest in 36 equal monthly installments thereafter, subject to the named executive officer’s continued service relationship through the applicable vesting date. (4) The shares underlying this option are subject to the service-based and market-based vesting conditions. The market-based vesting conditions are satisfied upon attainment of certain share prices, or hurdle prices, for 20 out of 30 consecutive trading days. The hurdle prices are $14.82, $19.78, $24.73 and $29.69, which each relate to 25% of the option shares. Upon the date that the market-based hurdles are satisfied, 50% of the applicable shares vest on the later of such date or the first anniversary of the vesting commencement date, and the remaining 50% of the shares vest on the later of the earned date or the second anniversary of the vesting commencement date, in each case subject to Dr. Lu’s continued service relationship. (5) All of the shares underlying this RSU will vest on the second anniversary of the vesting commencement date, subject to the named executive officer’s continued employment. (6) The shares underlying this option vest in 48 substantially equal monthly installments over four years from the vesting commencement date, subject to the named executive officer’s continued employment through the applicable vesting date. (7) Dr. Knobelman resigned from the Company effective May 3, 2024.

  21. Nonqualified Deferred Compensation

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

  22. Potential Payments and Benefits upon Termination or Change in Control

    Potential Payments and Benefits upon Termination or Change in Control Regardless of the manner in which a named executive officer’s employment with us terminates, the named executive officer is entitled to receive amounts earned during his term of service, including salary and accrued unused vacation pay.

  23. Stock Option Grants to Directors and Executive Officers

    Stock Option Grants to Directors and Executive Officers We have granted stock options to our directors and executive officers, as more fully described in the sections titled “Executive Compensation” and “Director Compensation.”