DEF 14A of Amprius Technologies, Inc.
Filed Apr 25, 2024 · FY20230001899287-24-000029
Nominees for Director
Nominees for Director Dr. Steven Chu has served as a Class II director since September 2022 and as a director on the Legacy Amprius board of directors since December 2016. Dr. Chu has also served as a director of Amprius, Inc., our former parent company and current majority stockholder (“Amprius Holdings”), since January 2014. Dr. Chu has served as the William R. Kenan, Jr., Professor of Physics and Professor of Molecular & Cellular Physiology in the Medical School at Stanford University since May 2013. Dr. Chu is a co-recipient of the 1997 Nobel Prize in Physics for his contributions to laser cooling and atom trapping and has received numerous other awards. Dr. Chu was the 12th U.S. Secretary of Energy from January 2009 to April 2013. Prior to his cabinet post, he was director of the Lawrence Berkeley National Laboratory, where he was active in pursuit of alternative and renewable energy technologies, and Professor of Physics and Applied Physics at Stanford University, where he helped launch Bio-X, a multi-disciplinary institute combining the physical and biological sciences with medicine and engineering. Prior to that, he was head of the Quantum Electronics Research Department at AT&T Bell Laboratories. He is a member of the National Academy of Sciences, the American Philosophical Society, the American Academy of Arts and Sciences, the Academia Sinica, a foreign member of the Royal Society, the Royal Academy of Engineering, the Chinese Academy of Sciences, the Korean Academy of Sciences and Technology and the National Academy of Sciences, Belarus, and the Chair of the American Association for the Advancement of Science. Dr. Chu currently serves on the board of directors of Oatly Group AB, a publicly held oat milk company and has previously served on the board of directors of Zymergen Inc., a publicly held biotechnology company. Dr. Chu holds an A.B. degree in Mathematics and a B.S. degree in Physics from the University of Rochester, and a Ph.D. in Physics from the University of California at Berkeley, and has 33 honorary degrees. We believe Dr. Chu is qualified to serve on our board of directors because of his extensive background in science, academia and government. Mary Gustanski has served as a Class II director since June 2023. Ms. Gustanski spent over 39 years in the automotive industry. She retired in 2019 as the Senior Vice President and Chief Technology Officer for Delphi Technologies, formerly Delphi Automotive. In this role, Ms. Gustanski was responsible for the company’s innovation and global technologies, including advanced propulsion systems for future vehicle electrification. Prior to this role, she served as Vice President, Engineering & Program Management for Delphi Automotive, which spun off its propulsion business to become Delphi Technologies in 2019. Ms. Gustanski currently serves on the board of directors of Hyliion Holdings Corp., a publicly held technology company. Ms. Gustanski holds a B.S. degree in Mechanical Engineering and an M.S. degree in Manufacturing Management from Kettering University. We believe Ms. Gustanski is qualified to serve on our board of directors because of her extensive experience in manufacturing and engineering. Justin Mirro has served as a Class II director since September 2022. Mr. Mirro has over 30 years of operating, M&A and financing experience in the automotive and automotive-related sector. He began his career at General Motors Company as a Tool and Die Manufacturing Engineer, with successive positions at Car and Driver Magazine, Toyota Motor Corporation and Itochu International Inc. prior to transitioning to automotive investment banking at Schroder & Co. Inc./Salomon Smith Barney, Inc./ABN Amro Inc. in 1996. In 1999, Mr. Mirro formed Kensington Capital Partners, LLC, where he has served as President since 2015, to invest in automotive and automotive-related sector businesses. In 2005, Mr. Mirro transitioned to Jefferies & Company, Inc. as Head of Automotive Investment Banking, and later served as the Head of Automotive Investment Banking at Moelis & Company, LLC and RBC Capital Markets, LLC from 2008 to 2011 and 2011 to 2014, respectively. From 2016 to 2019, Mr. Mirro served as Chairman of the board of directors and audit committee of Pure Power Technologies, Inc., one of the largest aftermarket suppliers of diesel fuel injectors, which was later sold to Stanadyne LLC. Mr. Mirro served as the Chairman and Chief Executive Officer of Kensington Capital Acquisition Corp. from April 2020 until it consummated its initial business combination with QuantumScape Corp. in November 2020. Mr. Mirro served as the Chairman and Chief Executive Officer of Kensington Capital Acquisition Corp. II from January 2021 until it consummated its business combination with Wallbox N.V., in October 2021. He has served as the Chairman and Chief Executive Officer of Kensington Capital Acquisition Corp. V since August 2021. Mr. Mirro has served on the board of QuantumScape from 2020 through April 2022, Cooper-Standard Holdings Inc. from 2015 through May 2022, and Transtar Industries, Inc., from 2017 through January 2021. We believe Mr. Mirro is qualified to serve on our board of directors due to his extensive experience in strategy, finance and management.
Continuing Directors
Continuing Directors Donald R. Dixon has served as a Class III director since September 2022 and as the Chair of the Legacy Amprius board of directors since December 2016. Mr. Dixon has also served as a director of Amprius Holdings since June 2009. In 1993, he co-founded, and has since served as a Managing Director of, Trident Capital, a venture capital fund, and in 2015, he co-founded, and has since served as a Managing Director of, ForgePoint Capital, an investment firm focused on cybersecurity. Prior to Trident Capital, Mr. Dixon was the Co-President at Partech International, a private equity fund associated with Banque Paribas, a Managing Director at Alex. Brown & Sons, and a Vice President at Morgan Stanley. Mr. Dixon has previously served on the boards of directors of the publicly held companies IronNet, Inc., Qualys, Inc. and Top Image Systems Ltd., and also serves as a director of several privately held companies. Mr. Dixon is a member of the Leadership Council of the Princeton University School of Engineering and Applied Sciences. Mr. Dixon holds a B.S.E. degree in Aerospace Engineering from Princeton University and an M.B.A. from the Stanford Graduate School of Business. We believe Mr. Dixon is qualified to serve on our board of directors because of his extensive investment experience in the technology industry and extensive expertise and skills in strategy, finance and management. Dr. Kang Sun has served as our Chief Executive Officer and as a Class III director since September 2022, as Legacy Amprius’ President and Chief Executive Officer since February 2017 and as a director on the Legacy Amprius board of directors since December 2016. Dr. Sun has also served as President, Chief Executive Officer and a director of Amprius Holdings since March 2010. He also has served as a director of Berzelius (Nanjing) Co. Ltd. (formerly known as Amprius (Nanjing) Co., Ltd., (“Berzelius”)) since 2017 and Apex (Wuxi) Co., Ltd. (formerly known as Amprius (Wuxi) Co., Ltd., (“Apex”)) from November 2014 to November 2023, both entities of which were spun off from Amprius Holdings in 2022. Prior to joining Amprius Holdings, Dr. Sun led two business ventures in the renewable energy space, serving as President and Chief Operating Officer of JA Solar Co. Ltd., a manufacturer of high-performance photovoltaic products, and as chairman and Chief Executive Officer of RayTracker Inc., an advanced solar tracking system company that was acquired by First Solar Inc. Prior to that, he held senior executive positions in several large business enterprises and technology start-ups, including Vice President and General Manager at Honeywell International Inc. and Vice President of Technology at Canon Production Printing (formerly Oce, N.V.). Dr. Sun holds a Ph.D. in Chemistry from Brown University, an M.S. degree in Chemistry from the University of Georgia and a B.S. degree in Chemistry from Nanjing University, China. We believe Dr. Sun is qualified to serve on our board of directors because of the perspective and experience he brings as Legacy Amprius’ Chief Executive Officer, his leadership experience in the energy industry and his strong scientific knowledge. Dr. Wen Hsieh has served as a Class I director since September 2022 and as a director on the Legacy Amprius board of directors since December 2016. Dr. Hsieh co-founded Matter Venture Partners, a venture capital firm, in May 2023 and has been serving as a Founding Managing Partner since then. From February 2006 to May 2023, Dr. Hsieh was a General Partner at Kleiner Perkins Caufield & Byers, a venture capital firm, where he focused on hardware-related investments. Prior to joining Kleiner Perkins, Dr. Hsieh was an Associate Principal at McKinsey & Company, San Francisco, and a leader of McKinsey’s Asia semiconductor practice. During his time at McKinsey, Dr. Hsieh focused primarily on serving leading companies across the global semiconductor value chain. Earlier in his career, Dr. Hsieh founded OnChip Technologies, a startup developing MEMS microfluidic biochips. Dr. Hsieh currently serves on the board of directors of Desktop Metal, Inc., a publicly held technology company, and as a director of several privately held companies. He previously served on the board of directors of AEye, Inc., a publicly held company. Dr. Hsieh holds a B.S., M.S. and Ph.D. in Electrical Engineering with a Biology Minor from California Institute of Technology. We believe Dr. Hsieh is qualified to serve on our board of directors because of his extensive investment experience in the technology industry, extensive expertise and skills in strategy, finance and management and strong scientific knowledge. Kathleen Ann Bayless has served as a Class I director since April 2023. Ms. Bayless, currently retired, served as Senior Vice President, Chief Financial Officer and Treasurer of Synaptics Incorporated, a leader in human interface technology, from 2009 until her retirement in 2015. Before Synaptics, Ms. Bayless served as Executive Vice President, Chief Financial Officer and Secretary at Komag Incorporated, a leading supplier of thin-film disks to the hard disk drive industry, and held other financial leadership positions during her tenure with Komag from 1994 to 2008. Ms. Bayless was previously with the public accounting firm of Ernst & Young. Ms. Bayless currently serves on the board of directors of Veeco Instruments, a manufacturer of semiconductor process equipment. Ms. Bayless also currently serves on the board of directors of Ballard Power Systems, a developer and manufacturer of proton exchange membrane fuel cell products. Previously, she also served on the board of directors of Energous Corporation, which specializes in the advancement of wireless charging technology. Ms. Bayless holds a B.S. in Accounting and Finance from the California State University, Fresno. We believe Ms. Bayless is qualified to serve on our board of directors because of her extensive management experience and because she is well versed on the various challenges and opportunities in our marketplace, offering a unique and valued perspective to our board of directors.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors and other director qualifications. While our board has not established minimum qualifications for board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, business experience and diversity, and with respect to diversity, such factors as race, ethnicity, gender, differences in professional background, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that the board should be a diverse body, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds and experiences. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. In 2023, we engaged Russell Reynolds Associates, Inc., an independent search firm, to support identifying, evaluating and recruiting potential director nominees. We have not paid fees to any other third parties to assist in identifying or evaluating potential director nominees. Each of the director nominees for election at the 2024 annual meeting of stockholders were recommended by the non-management directors of the nominating and corporate governance committee. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board.
Director Compensation
Director Compensation
Outside Director Compensation Policy
Outside Director Compensation Policy In 2022, the Legacy Amprius board of directors retained Compensia, a third-party compensation consultant, to provide the Legacy Amprius board of directors with an analysis of publicly available market data regarding practices and compensation levels at comparable companies and assistance in determining compensation to be provided to our company’s non-employee directors. Based on the discussions with and assistance from the compensation consultant, we have adopted an Outside Director Compensation Policy that provides for certain compensation to our non-employee directors. Cash Compensation The Outside Director Compensation Policy provides for the following cash compensation program for our non-employee directors: •$40,000 per year for service as a non-employee director; •$40,000 per year for service as non-executive chair of our board; •$15,000 per year for service as a lead independent director of our board; •$20,000 per year for service as chair of our audit committee; •$10,000 per year for service as a member of our audit committee; •$15,000 per year for service as chair of our compensation committee; •$7,500 per year for service as a member of our compensation committee; •$10,000 per year for service as chair of our nominating and corporate governance committee; and •$5,000 per year for service as a member of our nominating and corporate governance committee. Each non-employee director who serves as a committee chair of our board will receive the cash retainer fee as the chair of the committee but not the cash retainer fee as a member of that committee, provided that the non-employee director who serves as the non-employee chair of our board will receive the annual retainer fees for such role as well as the annual retainer fee for service as a non-employee director. These fees to our non-employee directors will be paid quarterly in arrears on a prorated basis. The above-listed fees for service as non-employee chair of our board or a chair or member of any committee are payable in addition to the non-employee director retainer. Under the Outside Director Compensation Policy, we also reimburse our non-employee directors for reasonable travel expenses to attend meetings of our board and committees. Equity Compensation Initial Award Pursuant to the Outside Director Compensation Policy, each person who first becomes a non-employee director on or after the effective date of such policy will receive, on the first trading day on or after the date that the person first becomes a non-employee director, an initial equity award of restricted stock units covering shares of Common Stock (the “Initial Award”). The Initial Award will have a value on the date of grant equal to $300,000, with the number of shares subject to the Initial Award rounded to the nearest whole share. Each Initial Award will, vest in equal installments on each of the first three anniversaries of the date that a person first becomes a non-employee director, subject to continued service to our company through the date of vesting. If the person was a member of our board of directors and also an employee, then becoming a non-employee director due to termination of employment will not entitle the person to an Initial Award. Annual Award Each non-employee director will receive, on the first trading day after each annual meeting of our stockholders (an “Annual Meeting”) that occurs following the effective date of the Outside Director Compensation Policy, an annual equity award of restricted stock units covering shares of Common Stock (the “Annual Award”). The Annual Award will have an aggregate value on the date of grant equal to $170,000, with the number of shares subject to the Annual Award rounded to the nearest whole share; provided that if an individual began service as a non-employee director after the date of the Annual Meeting that occurred immediately prior to such Annual Meeting, then the Annual Award granted to such non-employee director will be prorated based on the number of whole months that the individual served as a non-employee director prior to the Annual Award’s grant date during the 12-month period immediately preceding such Annual Meeting. Each Annual Award will vest on the earlier of (a) the first anniversary of the date the Annual Award is granted, or (b) the day prior to the date of the Annual Meeting next following the date the Annual Award is granted, subject to continued service to our company through the applicable vesting date. Other Award Terms Each Initial Award and Annual Award will be granted under the Company’s 2022 Equity Incentive Plan (or its successor plan, as applicable) and form of award agreement under such plan. Change in Control In the event of a change in control, as defined in the Company’s 2022 Equity Incentive Plan, each non-employee director’s then outstanding equity awards covering shares of Common Stock will accelerate vesting in full, provided that he or she remains a non-employee director as of immediately before such change in control. Director Compensation Limits The Outside Director Compensation Policy provides that in any given fiscal year of our company, no outside director may be granted any equity awards (including equity awards under the Company’s 2022 Equity Incentive Plan) (the value of which will be based on their grant date fair value) and be provided any other compensation (such as any cash retainers and fees) that in the aggregate exceed $750,000. For the purposes of this maximum limit provision, the grant date fair values of awards granted under the Company’s 2022 Equity Incentive Plan will be determined according to generally accepted accounting principles in the United States (“GAAP”). Any awards or other compensation provided to an individual for his or her services as an employee or a consultant (other than an outside director), or before the Closing Date, will not count toward this limit.
Director Compensation for Fiscal 2023
Director Compensation for Fiscal 2023 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ended December 31, 2023. Directors who are also our employees receive no additional compensation for their service as directors. During 2023, Dr. Sun was an employee and executive officer of our company and therefore, did not receive compensation as a director. See “Executive Compensation” for additional information regarding Dr. Sun’s compensation.
Director Compensation for Fiscal 2023
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Donald R. Dixon | 93,747 | 170,003 | 263,750 | | Dr. Wen Hsieh | 65,000 | 170,003 | 235,003 | | Dr. Steven Chu | 50,000 | 170,003 | 220,003 | | Justin Mirro | 47,800 | 170,003 | 217,803 | | Kathleen Ann Bayless | 53,753 | 314,161 | 367,914 | | Mary Gustanski | 26,288 | 299,997 | 326,285 |
Director Compensation for Fiscal 2023
(1)The amounts reported represent the aggregate grant-date fair value of the restricted stock units awarded to the directors in fiscal 2023, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”). Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in determining the grant date fair value of the restricted stock units reported are set forth in Notes 2 and 8 to our audited consolidated financial statements included in our 2023 Annual Report on Form 10-K filed with the SEC on March 28, 2024. (2)The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2023:
Director Compensation for Fiscal 2023
| Name | Aggregate Number of Shares Underlying Outstanding Options | Aggregate Number of Shares Underlying Stock Awards | | Donald R. Dixon | 270,251 | 17,895 | | Dr. Wen Hsieh | 270,251 | 17,895 | | Dr. Steven Chu | 270,251 | 17,895 | | Justin Mirro | — | 17,895 | | Kathleen Ann Bayless | — | 36,253 | | Mary Gustanski | — | 31,813 |
Director Compensation for Fiscal 2023
PROPOSAL NO. 1:
ELECTION OF CLASS II DIRECTORS
ELECTION OF CLASS II DIRECTORS Our board of directors currently consists of seven directors and is divided into three classes with staggered three-year terms. At the annual meeting, three Class II directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION To achieve our goals, we have designed our compensation and benefits program to attract, retain, incentivize and reward deeply talented and qualified executives who share our philosophy and desire to work towards achieving these goals. We believe our compensation program should promote the success of the company and align executive incentives with the long-term interests of our stockholders. Our current compensation programs consist primarily of salary, cash bonuses and equity awards. As our needs evolve, we intend to continue to evaluate our philosophy and compensation programs as circumstances require. As an emerging growth company and smaller reporting company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for our principal executive officer and our two other most highly compensated executive officers. We have not included a compensation discussion and analysis of our executive compensation programs or tabular compensation information other than the Summary Compensation Table and the Outstanding Equity Awards at Fiscal 2023 Year-End table. In addition, for so long as we are an emerging growth company, we will not be required to submit certain executive compensation matters to our stockholders for advisory votes, such as “say-on-pay” and “say-on-frequency” of say-on-pay votes. Our named executive officers, consisting of our principal executive officer and the two most highly compensated executive officers (other than our principal executive officer), as of December 31, 2023, were: •Dr. Kang Sun, our President, Chief Executive Officer and director •Sandra Wallach, our Chief Financial Officer •Jonathan Bornstein, our President of Amprius Lab
Summary Compensation Table for Fiscal 2023
Summary Compensation Table for Fiscal 2023 The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal 2023 and the prior fiscal year where applicable, as determined under SEC rules.
Summary Compensation Table for Fiscal 2023
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Option Awards ($) (2) | All Other Compensation ($) | Total ($) | | Kang Sun | 2023 | 624,000 | 624,000 | — | 690 | 1,248,690 | | President, Chief Executive Officer | 2022 | 343,902(3) | 370,875(4) | 1,997,274 | 127 | 2,712,178 | | Sandra Wallach | 2023 | 373,006 | 242,450 | — | 600 | 616,056 | | Chief Financial Officer | 2022 | 299,998 | 255,756(5) | 232,466 | 600 | 788,820 | | Jonathan Bornstein | 2023 | 390,998 | 324,530 | — | 600 | 716,128 | | President of Amprius Lab | 2022 | 299,998 | 184,946 | 871,732 | 600 | 1,357,276 |
Summary Compensation Table for Fiscal 2023
___________________________ (1)For the year ended December 31, 2022, represents annual bonuses earned during 2022 and paid in 2023.For the year ended December 31, 2023, represents annual bonuses earned during 2023 and paid in 2024. (2)The amounts reported represent the aggregate grant-date fair value of the stock options awarded to the executive officers in fiscal 2022, calculated in accordance with ASC 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in determining the grant date fair value of the stock options reported are set forth in Notes 2 and 8 to our audited consolidated financial statements included in our 2023 Annual Report on Form 10-K filed with the SEC on March 28, 2024. (3)Prior to May 2022, represents the portion of base salary allocated to Legacy Amprius by Amprius Holdings. With respect to January 2022, Legacy Amprius was allocated 25% of Dr. Sun’s salary paid by Amprius Holdings for such period. The amount allocated to Amprius Holdings for such period was $21,096. From February 2022 to May 2022, Legacy Amprius was allocated 100%. From May 2022 through the Closing Date, Dr. Sun’s entire salary and bonus was paid directly by Legacy Amprius. (4)Excludes the cash bonus payment of approximately $2.31 million made by Amprius Holdings to Dr. Sun in October 2022. The payment of such cash bonus by Amprius Holdings had no effect on our cash or operating results. (5)Represents a cash bonus of $100,000 received on September 16, 2022 in connection with the closing of the Business Combination and a 2022 annual bonus of $155,756.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Pursuant to the Sun Confirmatory Employment Letter, if the Company or any successor corporation terminates Dr. Sun’s employment other than for cause (as defined in the Sun Confirmatory Employment Letter), death or disability or Dr. Sun terminates his employment with the Company or any successor corporation for good reason (as defined in the Sun Confirmatory Employment Letter), Dr. Sun will be eligible to receive, subject to executing a release of claims, the following severance benefits: (i) continuing payments of severance pay at a rate equal to his base salary, as then in effect, for a period of six months following the date of such termination, and (ii) the unvested portion of his outstanding stock options to the Company stock that would normally vest over the following six months from the date of termination will immediately vest before such termination and become exercisable, provided that if such termination occurs upon or within six months following the closing of a change in control (as defined in the Company’s 2022 Equity Incentive Plan), then 100% of his outstanding stock options will immediately vest and become exercisable. Pursuant to the Wallach Confirmatory Employment Letter, if the Company or any successor corporation terminates Ms. Wallach’s employment other than for cause (as defined in the Wallach Confirmatory Employment Letter), death or disability or Ms. Wallach terminates her employment with the Company or any successor corporation for good reason (as defined in the Wallach Confirmatory Employment Letter), Ms. Wallach will be eligible to receive, subject to executing a release of claims, continuing payments of severance pay at a rate equal to her base salary, as then in effect, for a period of three months following the date of such termination. Pursuant to the Bornstein Confirmatory Employment Letter, if the Company or any successor corporation terminates Mr. Bornstein’s employment other than for cause (as defined in the Bornstein Confirmatory Employment Letter), death or disability or Mr. Bornstein terminates his employment with the Company or any successor corporation for good reason (as defined in the Bornstein Confirmatory Employment Letter), Mr. Bornstein will be eligible to receive, subject to executing a release of claims, continuing payments of severance pay at a rate equal to his base salary, as then in effect, for a period of three months following the date of such termination.
Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.
Outstanding Equity Awards at Fiscal 2023 Year-End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | | Dr. Kang Sun | 03/16/2017 | 727,950 | — | 0.05 | 03/15/2027 | | Dr. Kang Sun(2) | 06/17/2021 | 909,938 | 545,962 | 1.78 | 06/16/2031 | | Dr. Kang Sun(3) | 04/13/2022 | 348,810 | 379,140 | 2.61 | 04/12/2032 | | Dr. Kang Sun(4) | 04/13/2022 | 125,117 | 420,845 | 2.61 | 04/12/2032 | | Sandra Wallach(5) | 08/23/2021 | 351,844 | 230,516 | 1.78 | 08/22/2031 | | Sandra Wallach(6) | 04/13/2022 | 33,366 | 112,223 | 2.61 | 04/12/2032 | | Jonathan Bornstein | 03/16/2017 | 1,583,851 | — | 0.05 | 03/15/2027 | | Jonathan Bornstein(7) | 04/13/2022 | 125,116 | 420,846 | 2.61 | 04/12/2032 |
Outstanding Equity Awards at Fiscal 2023 Year-End
___________________________ (1)The per share exercise price of each option reported in this column represents the fair market value of a share of common stock on the option’s date of grant, as determined by our board of directors. (2)1/48th of the shares subject to the option vest each month after June 17, 2021, subject to Dr. Sun’s continuous service through each vesting date. (3)1/48th of the shares subject to the option vest each month after January 1, 2022, subject to Dr. Sun’s continuous service through each vesting date. (4)1/48th of the shares subject to the option vest each month after January 1, 2023, subject to Dr. Sun’s continuous service through each vesting date. (5)1/4th of the shares subject to the option vested on July 26, 2022, and 1/36th of the shares subject to the option vest each month thereafter, subject to Ms. Wallach’s continuous service through each vesting date. (6)1/48th of the shares subject to the option vest each month after January 1, 2023, subject to Ms. Wallach’s continuous service through each vesting date. (7)1/48th of the shares subject to the option vest each month after January 1, 2023, subject to Mr. Bornstein’s continuous service through each vesting date.