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TABLE OF CONTENTS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | The following table sets forth certain information with respectamounts reported represent the grant date fair value of the option awards granted to our non-employee directors in the beneficial ownership of our common stock as of Marchyear ended December 31, 2022 by:each of our named executive officers;
each of our directors or director nominees;
all of our directors and executive officers as a group; and
each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of our common stock.
We have determined beneficial ownershipcomputed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC 718”). The assumptions used in calculating the rulesgrant date fair value of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities namedstock awards reported in the table below have sole voting and sole investment power with respectOption Awards column are set forth in Note 9 to all shares beneficially owned, subject to applicable community property laws.
Applicable percentage ownership is basedour consolidated financial statements included in our Annual Report on 61,952,292 shares of common stock outstanding as of March 31, 2022. Shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2022 or RSUs that may vest and settle within 60 days of March 31, 2022 are deemed to be outstanding and to be beneficially owned by the person holding the stock options or RSUsForm 10-K for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities listed in the table below is 395 Oyster Point Boulevard, Suite 217, South San Francisco, California 94080.
Directors and Named Executive Officers:
| | | | | | | Jeremy Bender, Ph.D., M.B.A.(1) | | | 1,858,552 | | | 3.0 | Samuel Blackman, M.D., Ph.D.(2) | | | 2,373,529 | | | 3.8 | Charles York II, M.B.A.(3) | | | 409,510 | | | * | Julie Grant, M.Phil., M.B.A.(4) | | | 482,862 | | | * | Daniel Becker, M.D., Ph.D.(5) | | | 22,500 | | | * | Michael Gladstone(6) | | | 17,500 | | | * | Natalie Holles(7) | | | 79,334 | | | * | John A. Josey, Ph.D., M.B.A.(8) | | | 90,200 | | | * | Saira Ramasastry, M.S., M.Phil.(9) | | | 72,498 | | | * | Scott Garland(10) | | | 9,345 | | | * | All executive officers and directors as a group (10 persons) | | | 5,415,830 | | | 8.7 | Over 5% Stockholders:
| | | | | | | Canaan XI, L.P.(11) | | | 9,663,645 | | | 15.6 | AI Day 1 LLC(12) | | | 9,484,368 | | | 15.3 | Entities affiliated with Atlas Venture(13) | | | 8,217,352 | | | 13.3 | Entities affiliated with Takeda Pharmaceutical Co., Ltd.(14) | | | 6,012,758 | | | 9.7 | RA Capital Management, L.P(15) | | | 4,965,588 | | | 8.0 |
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| Consists of (i) 1,265,690 shares held directly by Mr. Bender; (ii) 281,574 shares held by The Jeremy Bender 2022 Grantor Retained Annuity Trust, of which Mr. Bender is the trustee; (iii) 281,574 shares held by The Melissa Bender 2022 Grantor Retained Annuity Trust, of which Mr. Bender’s spouse is the trustee; (iv) 26,152 stock options exercisable within 60 days of March 31, 2022; and (v) 3,562 RSUs that may vest and settle within 60 days of March 31, 2022. Certain of the shares held directly are subject to Day One’s right of repurchase if underlying vesting conditions are not met. |
(2)
| Consists of (i) 1,366,718 shares held directly by Mr. Blackman; (ii) 1,000,000 shares held by the 2021 Blackman Family Trust LLC, of which Mr. Blackman is the sole manager, and has shared voting and dispositive power with his wife as members; (iii) 5,624 stock options exercisable within 60 days of March 31, 2022; and (iv) 1,187 RSUs that may vest and settle within 60 days of Marchyear ended December 31, 2022. |
(2)
| Ms. Grant has not been nominated for re-election to our board of directors at the Annual Meeting. |
(3)
| Mr. Nicholson was appointed to our board of directors in September 2022. |
(4)
| For information regarding the number of stock option awards and restricted stock awards held by each non-employee director as of December 31, 2022, see the table below: |
Daniel Becker, M.D., Ph.D. | | | 91,700 | | | — | Scott Garland | | | 76,772 | | | — | Michael Gladstone | | | 91,700 | | | — | Julie Grant, M.Phil., M.B.A. | | | 91,700 | | | — | Natalie Holles | | | 109,000 | | | 57,310 | John Josey, Ph.D., M.B.A. | | | 92,881 | | | 65,292 |
TABLE OF CONTENTS Garry Nicholson | | | 33,900 | | | — | Saira Ramasastry, M.S., M.Phil. | | | 116,281 | | | 50,485 |
Non-Employee Director Compensation Arrangements Our compensation arrangements for non-employee directors are reviewed and approved periodically by our compensation committee and board of directors. Non-Employee Director Equity Compensation Initial appointment option grant Each non-employee director who is elected or appointed to our board of directors will be automatically granted options under our 2021 Equity Incentive Plan with an aggregate value of up to $560,000 (unless otherwise determined by our board of directors). For fiscal year 2023, the board of directors approved changing the initial award value to be $588,000 (unless otherwise determined by our board of directors). This initial award shall vest as to 1/36th of the total shares on each monthly anniversary of the initial award grant date, in each case, subject to the non-employee director’s continued service on each applicable vesting date. This initial award shall accelerate in full upon the consummation of a “corporate transaction” (as defined in the 2021 Equity Incentive Plan), subject to the applicable non-employee director’s continued service as-of immediately prior to such corporate transaction. Annual option grant Under the non-employee director compensation policy, on the date of each annual meeting of our stockholders (commencing with this Annual Meeting), each non-employee director serving on our board of directors prior to the annual meeting, and who will continue to serve on our board of directors following the annual meeting, will receive a grant of options under the 2021 Equity Incentive Plan with an aggregate value of up to $280,000. If a non-employee director joins our board of directors between the annual stockholder meetings, he or she will receive a pro-rated annual award based on the number of months of expected service prior to the subsequent annual stockholder meeting. For fiscal year 2023, the board of directors approved changing the annual award value to be $294,000. This annual award shall vest as to 1/12th of the total shares on each monthly anniversary of the grant date, in each case, subject to the non-employee director’s continued service on each applicable vesting date. This annual award shall accelerate in full upon the consummation of a “corporate transaction” (as defined in the 2021 Equity Incentive Plan), subject to the applicable non-employee director’s continued service as-of immediately prior to such corporate transaction. Non-Employee Director Cash Compensation Each non-employee director will be entitled to receive an annual cash retainer of $40,000, paid quarterly in arrears and pro-rated for partial quarters served, for service on the board of directors. Each non-employee director is also entitled to additional annual cash compensation for committee membership. In June 2022, the board of directors approved the annual cash compensation for committee members as follows: Audit committee chair: $15,500; Audit committee member: $7,750; Compensation committee chair: $12,000; Compensation committee member: $6,000; Nominating and corporate governance committee chair: $10,000; and Nominating and corporate governance committee member: $5,000. Chairs of our committees receive the cash compensation designated above for chairs in lieu of the non-chair member cash compensation. In addition, for fiscal year 2022, our non-executive chair and lead independent director were TABLE OF CONTENTS entitled to receive an additional annual cash retainer of $30,000 and $26,250, respectively. For information about the cash compensation policy for non-employee directors prior to June 2022, please see our definitive proxy statement for the fiscal year ended December 31, 2021 filed with the SEC on April 28, 2022. The board of directors approved the following retainer amounts in March 2023, effective July 2023: Board of director chair: $32,500 Audit committee chair: $20,000; Audit committee member: $10,000; Compensation committee chair: $15,000; Compensation committee member: $7,500; Nominating and corporate governance committee chair: $10,000; and Nominating and corporate governance committee member: $5,000. Required Vote The Class II directors will be elected by a plurality of the voting power of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. In other words, the two nominees receiving the highest number of “FOR” votes will be elected as Class II directors. You may vote (i) “FOR ALL NOMINEES” (ii) “WITHHOLD AUTHORITY FOR ALL NOMINEES” for each director nominee or (iii) “FOR ALL EXCEPT” one or more of the nominees you specify. Shares represented by executed proxies will be voted, if authority to do so is not expressly withheld, for the election of Mr. Gartland and Mr. Josey, “WITHHOLD” votes and broker non-votes will have no effect on the outcome of this proposal. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” IN THE ELECTION OF EACH OF THE TWO NOMINATED DIRECTORS TABLE OF CONTENTS RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM Our audit committee has selected Ernst & Young LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the year ending December 31, 2023 and recommends that stockholders vote for ratification of such selection. The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023 requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting. In the event that Ernst & Young LLP is not ratified by our stockholders, the audit committee will review its future selection of Ernst & Young LLP as our independent registered public accounting firm. Ernst & Young LLP audited our financial statements for the year ended December 31, 2022. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions. Independent Registered Public Accounting Firm Fees and Services We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, Ernst & Young LLP periodically rotates the individuals who are responsible for our audit. During the years ended December 31, 2021 and 2022, fees for services provided by Ernst & Young LLP were as follows: Audit Fees(1) | | | 1,041,800 | | | 1,589,034 | Audit-Related Fees | | | — | | | — | Tax Fees | | | — | | | — | All Other Fees(2) | | | 2,000 | | | — | Total Fees | | | 1,043,800 | | | 1,589,034 |
(1)
| Represents fees for professional services provided in connection with the audit of our financial statements, the review of our quarterly financial statements, registration statements, and audit services provided in connection with other statutory or regulatory filings. Fees for 2022 include services associated with our follow-on public offering, which was completed in June 2022. Fees for 2021 include services associated with our initial public offering, which was completed in May 2021. |
(2)
| All other fees represent payment for access to Ernst & Young LLP online publications database. |
There were no fees for services outside of the audit fees or other fees described above during 2022. There were no fees for services outside of the audit fees described above during 2021. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. All of the services relating to the fees described in the table above were approved by our audit committee. Required Vote Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 requires the affirmative “FOR” vote of a majority of the voting power of the TABLE OF CONTENTS (3)
| Consists of (i) 337,560 shares held directly by Mr. York; (ii) 70,575 stock options exercisable within 60 days of March 31, 2022; and (iii) 1,375 RSUs that may vest and settle within 60 days of Marchshares present virtually or represented by proxy at the Annual Meeting and entitled to vote on the proposal and are voted for or against the proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions and broker non-votes will not affect the outcome of voting on this proposal. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023. TABLE OF CONTENTS REPORT OF THE AUDIT COMMITTEE The information contained in the following report of our audit committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act unless and only to the extent that we specifically incorporate it by reference. Our audit committee has reviewed and discussed with our management and Ernst & Young LLP our audited consolidated financial statements for the year ended December 31, 2022. Our audit committee has also discussed with Ernst & Young LLP the matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board (United States) and the U.S. Securities and Exchange Commission. Our audit committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with our audit committee concerning independence, and has discussed with Ernst & Young LLP its independence from us. Based on the review and discussions referred to above, our audit committee recommended to our board of directors that the audited consolidated financial statements be included in our annual report on Form 10-K for the year ended December 31, 2022 for filing with the U.S. Securities and Exchange Commission. Submitted by the Audit Committee
Saira Ramasastry, Chair
Scott Garland
Michael Gladstone TABLE OF CONTENTS APPROVAL OF AN AMENDMENT TO OUR
RESTATED CERTIFICATE OF INCORPORATION Section 102(b)(7) of the DGCL was amended effective August 1, 2022 to authorize exculpation of officers of Delaware corporations. Specifically, the amendment permits Delaware corporations to exculpate their officers, in addition to their directors, for personal liability for breach of the duty of care in certain actions. This exculpation would not protect officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would this exculpation shield such officers from liability for claims brought by or in the right of the corporation, such as derivative claims. Our board of directors believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain highly-qualified senior leadership. The nature of the role of directors and officers often requires them to make decisions on crucial matters often in time-sensitive situations, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. We expect competitor companies will likely adopt exculpation clauses that limit the personal liability of officers in their charters and failing to adopt the amendment could negatively affect our ability to recruit and retain high-caliber officer candidates. The proposed amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any director or officer. This protection has long been afforded to directors, and our board of directors believes that extending similar exculpation to its officers is fair and in the best interests of the Company and its stockholders. Accordingly, our board of directors has unanimously approved the Certificate of Amendment to our Restated Certificate of Incorporation (the “Certificate of Amendment”) in the form attached hereto as Appendix A, and recommends that our stockholders vote “FOR” the proposed amendment. Required Vote The affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of our capital stock entitled to vote at the annual meeting is required to approve the Certificate of Amendment. You may vote “FOR”, “AGAINST”, OR “ABSTAIN” on this proposal. Shares that are voted “ABSTAIN” are treated as the same as voting “AGAINST” this proposal. If our stockholders approve the Certificate of Amendment, our board of directors has authorized our officers to file the Certificate of Amendment with the Delaware Secretary of State, to become effective upon acceptance by the Delaware Secretary of State. Our board of directors intends to have that filing made if, and as soon as practicable after, this proposal is approved at this Annual Meeting. However, even if our stockholders adopt the Certificate of Amendment, the board of directors may abandon the Certificate of Amendment without further stockholder action prior to the effectiveness of the filing of the Certificate of Amendment with the Delaware Secretary of State and, if abandoned, the Certificate of Amendment will not become effective. If the board of directors abandons the Certificate of Amendment, it will publicly disclose that fact and the reason for its determination. If this proposal is not approved by our stockholders, or if our board of directors abandons the Certificate of Amendment, then the Certificate of Amendment will not be adopted and the current Restated Certificate of Incorporation will remain in place. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OF OUR OFFICERS. TABLE OF CONTENTS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2023, by: each of our named executive officers; each of our directors or director nominees; all of our directors and executive officers as a group; and each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares beneficially owned, subject to applicable community property laws. Applicable percentage ownership is based on 73,572,633 shares of common stock outstanding as of March 31, 2023. Shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2023 or restricted stock units (“RSUs”) that may vest and settle within 60 days of March 31, 2023 are deemed to be outstanding and to be beneficially owned by the person holding the stock options or RSUs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities listed in the table below is 2000 Sierra Point Parkway, Suite 510, Brisbane, California 94005. Directors and Named Executive Officers:
| | | | | | | Jeremy Bender, Ph.D., M.B.A.(1) | | | 2,640,324 | | | 3.5 | Samuel Blackman, M.D., Ph.D.(2) | | | 2,385,005 | | | 3.2 | Charles York II, M.B.A.(3) | | | 589,396 | | | * | Julie Grant, M.Phil., M.B.A.(4) | | | 400,666 | | | * | John A. Josey, Ph.D., M.B.A.(5) | | | 141,356 | | | * | Natalie Holles(6) | | | 132,950 | | | * | Saira Ramasastry, M.S., M.Phil.(7) | | | 128,238 | | | * | Daniel Becker, M.D., Ph.D.(8) | | | 73,308 | | | * | Michael Gladstone(9) | | | 68,308 | | | * | Scott Garland(10) | | | 54,343 | | | * | Garry Nicholson(11) | | | 22,600 | | | * | All executive officers and directors as a group (11 persons) | | | 6,636,494 | | | 8.8 | Over 5% Stockholders:
| | | | | | | AI Day 1 LLC(12) | | | 10,684,638 | | | 14.5 | FMR LLC(13) | | | 9,002,310 | | | 12.2 | Entities affiliated with Atlas Venture(14) | | | 7,568,317 | | | 10.3 | RA Capital Management, L.P(15) | | | 7,040,622 | | | 9.6 |
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| Consists of (i) 1,174,276 shares held directly by Mr. Bender; (ii) 281,574 shares held by The Jeremy Bender 2022 Grantor Retained Annuity Trust, of which Mr. Bender is the trustee; (iii) 281,574 shares held by The Melissa Bender 2022 Grantor Retained Annuity Trust, of which Mr. Bender’s spouse is the trustee; (iv) 894,588 stock options exercisable within 60 days of March 31, 2023; and (v) 8,312 RSUs that may vest and settle within 60 days of March 31, 2023. Certain of the shares held directly are subject to Day One’s right of repurchase if underlying vesting conditions are not met. |
(4)
| Consists of (i) 95,000 shares held directly by Ms. Grant; (ii) 370,362 shares held by The Grant Family Delaware Trust, of which Ms. Grant is the trustee; and (iii) 17,500 stock options held by Ms. Grant and exercisable within 60 days of March 31, 2022. |
(5)
| Consists of (i) 5,000 shares held directly by Mr. Becker; and (ii) 17,500 stock options exercisable within 60 days of March 31, 2022. |
(6)
| Consists of 17,500 stock options exercisable within 60 days of March 31, 2022. Mr. Gladstone is a member of Atlas Venture Life Science Advisors, LLC and, as such, disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
(7)
| Consists of (i) 57,310 shares held directly by Ms. Holles; and (ii) 22,024 stock options exercisable within 60 days of March 31, 2022. |
(8)
| Consists of (i) 72,292 shares held directly by Mr. Josey; and (ii) 17,908 stock options exercisable within 60 days of March 31, 2022. Certain of the shares held directly are subject to Day One’s right of repurchase if underlying vesting conditions are not met. |
(9)
| Consists of (i) 50,485 shares held directly by Ms. Ramasastry; and (ii) 22,013 stock options exercisable within 60 days of March 31, 2022. Certain of the shares held directly are subject to the Issuer's right of repurchase if underlying vesting conditions are not met. |
(10)
| Consists of 9,345 stock options exercisable within 60 days of March 31, 2022. |
(11)
| As reported in a statement on Schedule 13D/A filed with the SEC on December, 22, 2021 by Canaan XI L.P. (the “Canaan Fund”) and its affiliates. Represents shares held directly by the Canaan Fund. The sole general partner of the Canaan Fund is Canaan Partners XI LLC (“Canaan XI”, and together with the Canaan Fund, the “Canaan Entities”), and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan XI, collectively. The business address and principal executive offices of each of Canaan Fund and Canaan XI is c/o Canaan Partners, 285 Riverside Avenue, Suite 250, Westport, CT 06880. |
(12)
| As reported in a statement on Schedule 13D filed with the SEC on June 9, 2021 by AI Day1 LLC (“AI Day1”) and its affiliates and subsequent Form 4 filed on January 20, 2022. Represents shares held by AI Day1 and may be deemed to be beneficially owned by Access Industries Holdings LLC (“AIH”), Access Industries Management, LLC (“AIM”) and Len Blavatnik because AIH indirectly controls all of the outstanding voting interests in AI Day 1 LLC, AIM controls AIH and Mr. Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH. The business address and principal executive offices of each of AI Day1, AIH, AIM and Mr. Blavatnik is c/o Access Industries, Inc., 40 West 57th Street, 28th Fl., New York, NY 10019. |
(13)
| Of the total shares beneficially owned, Atlas Venture Fund XI, L.P. (“Atlas XI”) holds 7,210,242 shares directly, Atlas Venture Associates XI, L.P. (“AVA XI LP”) holds 15,714 shares directly and Atlas Venture Opportunity Fund I, L.P. (“AVOF”) holds 991,396 shares directly.
|
AVA XI LP is the general partner of Atlas XI and Atlas Venture Associates XI, LLC (“AVA XI LLC”) is the general partner of AVA XI L.P. Atlas XI, AVA XI LP and AVA XI LLC (together the “Fund XI Reporting Persons”) beneficially own 7,225,956 shares of common stock. Each of AVA XI LP and AVA XI LLC has voting and dispositive power over the shares held directly are subject to Day One’s right of repurchase if underlying vesting conditions are not met.
|
(2)
| Consists of (i) 1,233,660 shares held directly by Atlas XI and AVA XI LLC has voting and dispositive power over theMr. Blackman; (ii) 1,000,000 shares held by AVA XI LP. As such, eachthe 2021 Blackman Family Trust LLC, of which Mr. Blackman is the Fund XI Reporting Persons sharesole manager, and has shared voting and dispositive power with respect to the shares held by Atlas XI.
Atlas Venture Associates Opportunity I, L.P. (“AVAO LP’) is the general partnerhis wife as members; (iii) 148,721 stock options exercisable within 60 days of AVOFMarch 31, 2023; and Atlas Venture Associates Opportunity I, LLC (“AVAO LLC”) is the general partner(iv) 2,624 RSUs that may vest and settle within 60 days of AVAO LP. AVOF, AVAO LP and AVAO LLC (together the “AVOF Reporting Persons”) beneficially own 991,396 shares of the Isswuer’s Common Stock. Each of AVAO LP and AVAO LLC has voting and dispositive power over the shares held by AVOF. As such, each of the AVOF Reporting Persons share voting and dispositive power with respect to the shares held by AVOF. The business address and principal executive offices of each of Atlas XI, AVA XI LP and AVOF is 300 Technology Square, 8th Floor, Cambridge, MA 02139.
(14)
| As reported in a statement on Schedule 13G filed with the SEC on January 14, 2022 by Takeda Pharmaceutical Company Limited and its affiliates. Consists of 5,955,534 shares of common stock held by Millennium Pharmaceuticals, Inc. and 57,224 shares of common stock held by Takeda Ventures, Inc. Millennium Pharmaceuticals, Inc. and Takeda Ventures, Inc. are each direct, wholly owned subsidiaries of Takeda Pharmaceuticals U.S.A. Inc., which is a direct subsidiary of Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.3%). Takeda Pharmaceuticals International AG is a direct, wholly owned subsidiary of Takeda Pharmaceutical Company Limited. The business address and principal executive offices of Takeda Pharmaceutical Company Limited is 1-1, Nihonbashi-Honcho 2-Chome, Chuo-ku, Tokyo 103-8668, Japan; the business address and principal executive offices of Millennium Pharmaceuticals, Inc. is 9625 Towne Centre Drive, California, CA 92121; and the business address and principal executive offices of Takeda Ventures, Inc. is 40 Landsdowne Street, Cambridge, MA 02139.March 31, 2023. |
(15)
| As reported in a statement on Schedule 13G filed with the SEC on June 7 2021 by RA Capital Management, L.P. (“RA Capital”) and its affiliates. Consists of 4,386,459 shares of common stock held by RA Capital Healthcare Fund, L.P. (the “Fund”) and 579,129 shares of common stock held by RA Capital Nexus Fund, L.P. (the “Nexus Fund”). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Nexus Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any securities of the company held by the Fund and the Nexus Fund. The Fund and the Nexus Fund have delegated to RA Capital the sole power to vote and the sole power to dispose of the common stock of the company held in the Fund and the Nexus Fund. Because the Fund and the Nexus Fund have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days’ notice, the Fund and the Nexus Fund disclaim beneficial ownership of the securities they hold for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. The business address and principal executive offices of the each of RA Capital, the Fund, Dr. Kolchinsky and Mr. Shah is c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston, MA 02116. |
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| Consists of (i) 262,128 shares held directly by Mr. York; (ii) 323,643 stock options exercisable within 60 days of March 31, 2023; and (iii) 3,625 RSUs that may vest and settle within 60 days of March 31, 2023. Certain of the shares held directly are subject to Day One’s right of repurchase if underlying vesting conditions are not met. |
(4)
| Consists of (i) 330,000 shares held directly by The Grant Family Delaware Trust, of which Ms. Grant is the trustee; (ii) 2,358 shares held by The Adam and Julie Grant Revocable Trust, of which Ms. Grant and her spouse are co-trustees; and (iii) 68,308 stock options held by Ms. Grant and exercisable within 60 days of March 31, 2023. Ms. Grant has not been nominated for re-election to our board of directors at the Annual Meeting. |
(5)
| Consists of (i) 72,292 shares held directly by Mr. Josey; and (ii) 69,064 stock options exercisable within 60 days of March 31, 2023. Certain of the shares held directly are subject to the company’s right of repurchase if underlying vesting conditions are not met. |
(6)
| Consists of (i) 57,310 shares held directly by Ms. Holles; and (ii) 75,640 stock options exercisable within 60 days of March 31, 2023. |
(7)
| Consists of (i) 50,485 shares held directly by Ms. Ramasastry; and (ii) 77,753 stock options exercisable within 60 days of March 31, 2023. Certain of the shares held directly are subject to the company’s right of repurchase if underlying vesting conditions are not met. |
(8)
| Consists of (i) 5,000 shares held directly by Mr. Becker; and (ii) 68,308 stock options exercisable within 60 days of March 31, 2023. |
(9)
| Consists of 68,308 stock options exercisable within 60 days of March 31, 2023. Mr. Gladstone is a member of Atlas Venture Life Science Advisors, LLC and, as such, disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
(10)
| Consists of 54,343 stock options exercisable within 60 days of March 31, 2023. |
(11)
| Consists of 22,600 stock options exercisable within 60 days of March 31, 2023. |
(12)
| As reported in a statement on Schedule 13D filed with the SEC on June 21, 2022 by AI Day1 LLC (“AI Day1”) and its affiliates and a Form 4 filed on January 20, 2022. Represents shares held by AI Day1 and may be deemed to be beneficially owned by Access Industries Holdings LLC (“AIH”), Access Industries Management, LLC (“AIM”) and Len Blavatnik because AIH indirectly controls all of the outstanding voting interests in AI Day 1 LLC, AIM controls AIH and Mr. Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH. The business address and principal executive offices of each of AI Day1, AIH, AIM and Mr. Blavatnik is c/o Access Industries, Inc., 40 West 57th Street, 28th Fl., New York, NY 10019. |
(13)
| As reported in a statement on Schedule 13G filed with the SEC on February 9, 2023 by Fidelity Institutional Asset Management LLC (“FIAM LLC”) and its affiliates, 9,002,310 shares of our common stock beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies. The business address and principal executive offices of FIAM LLC is 245 Summer Street, Boston, MA 02210. |
(14)
| As reported in a statement on Schedule 13G/A filed with the SEC on February 14, 2023. Of the total shares beneficially owned, (i) Atlas Venture Fund XI, L.P. (“Atlas XI”) holds 6,008,534 shares directly, (ii) Atlas Venture Opportunity Fund I, L.P. (“AVO I”) holds 793,116 shares directly and (iii) Atlas Venture Opportunity Fund II, L.P (“AVO II”) holds 766,667 shares directly.
|
Atlas Venture Associates XI, L.P. (“AVA XI LP”) is the general partner of Atlas XI and Atlas Venture Associates XI, LLC (“AVA XI LLC”) is the general partner of AVA XI LP. Each of Atlas XI, AVA XI LP and AVA XI LLC has shared voting and dispositive power over the shares held by Atlas XI. As such, each of Atlas XI, AVA XI LP and AVA XI LLC may be deemed to beneficially own the shares held by Atlas XI.
Atlas Venture Associates Opportunity I, L.P. (“AVAO LP’) is the general partner of AVO I and Atlas Venture Associates Opportunity I, LLC (“AVAO LLC”) is the general partner of Atlas Venture Associates Opportunity I, L.P. (“AVAO LP”). Each of AVO I, AVAO LP and AVAO LLC has shared voting and dispositive power over the shares held by AVO I. As such, each of AVO I, AVAO LP and AVAO LLC may be deemed to beneficially own the shares held by AVO I.
Atlas Venture Associates Opportunity II, L.P. (“AVAO II LP”) is the general partner of AVO II and Atlas Venture Associates Opportunity II, LLC (“AVAO II LLC”) is the general partner of AVAO II LP. Each of AVO II, AVAO II LP and AVAO II LLC has shared voting and dispositive power over the shares held by AVO II. As such, each of AVO II, AVAO II LP and AVAO II LLC may be deemed to beneficially own the shares held by AVO II.
The business address and principal executive offices of each of Atlas XI, AVO I and AVO II is 300 Technology Square, 8th Floor, Cambridge, MA 02139. (15)
| As reported in a statement on Schedule 13G/A filed with the SEC on February 14, 2023 by RA Capital Management, L.P. (“RA Capital”) and its affiliates. Consists of 6,480,961 shares of common stock held by RA Capital Healthcare Fund, L.P. (the “Fund”) and 559,661 shares of common stock held by RA Capital Nexus Fund, L.P. (the “Nexus Fund”). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Nexus Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Exchange Act, of any securities of the company held by the Fund and the Nexus Fund. The Fund and the Nexus Fund have delegated to RA Capital the sole power to vote and the sole power to dispose of the common stock of the company held in the Fund and the Nexus Fund. Because the Fund and the Nexus Fund have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days’ notice, the Fund and the Nexus Fund disclaim beneficial ownership of the securities they hold for purposes of Section 13(d) of the Exchange Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Exchange Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Exchange Act, of any securities of the company beneficially owned by RA Capital. The business address and principal executive offices of the each of RA Capital, the Fund, the Nexus Fund, Dr. Kolchinsky and Mr. Shah is c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston, MA 02116. |
TABLE OF CONTENTS The names of our executive officers, their ages as of the date of this Proxy Statement and their positions are shown below: Executive Officers:
| | | | | | | Jeremy Bender, Ph.D., M.B.A. | | | 51 | | | Chief Executive Officer, President and Director | Charles York II, M.B.A. | | | 46 | | | Age
| | | Position(s)
| Executive Officers:
| | | | | | | Jeremy Bender, Ph.D., M.B.A.
| | | 50
| | | Chief Executive Officer, President and Director
| Charles York II, M.B.A.
| | | 45
| | | Chief Operating Officer, Chief Financial Officer and Secretary
| Samuel Blackman, M.D., Ph.D.
| | | 53
| | | Chief Medical Officer and Co-Founder
|
Our board of directors chooses executive officers, who then serve at the discretion of our board of directors. There is no family relationship between any of the directors or executive officers and any of our other directors or executive officers.
For information regarding Dr. Bender, please refer to “Proposal No. 1 Election of Directors.”
Charles York II, M.B.A. has served as our Chief Operating Officer and Chief Financial Officer since February 2021. Immediately prior to joining Day One, Mr. York served as Chief Financial Officer and Vice President of Aeglea Biotherapeutics, Inc., a biotechnology company specializing in rare metabolic disease, where he led the investor relations, corporate development, communications, financial planning, accounting, human resources and information technology since September 2015, after joining Aeglea as Vice President, Finance, in July 2014. Prior to joining Aeglea, Mr. York held financial management roles in the life science, pharmaceutical and technology industries and began his career at PricewaterhouseCoopers LLP. Mr. York is a CPA in the state of Arizona and received a B.S. in Accounting from the University of Connecticut and an MBA from the McCombs School of Business at the University of Texas at Austin.
Samuel Blackman, M.D., Ph.D. is our co-founder and has served as our Chief Medical Officer since November 2018. Prior to co-founding Day One, Dr. Blackman was Head of Clinical Development at Mavupharma, a drug discovery company focused on leveraging the immune system to treat cancer and infectious diseases, from September 2018 to July 2019. Prior to Mavupharma, he was Head of Clinical Development at Silverback Therapeutics, a biotechnology company developing tissue-targeted therapeutics, from August 2016 to September 2018. Prior to Silverback, Dr. Blackman was a senior medical director at Juno Therapeutics, a biotechnology company focused on cancer treatments from June 2014 to August 2016, and before that he held roles of increasing responsibility at Seattle Genetics, Merck and GlaxoSmithKline. Dr. Blackman is a graduate of the pediatric hematology/oncology fellowship program at the Dana Farber Cancer Institute and Children’s Hospital Boston, and the pediatric residency program at Cincinnati Children’s Hospital Medical Center. Dr. Blackman received his B.A. in Philosophy, his M.D. and Ph.D. in Pharmacology from the University of Illinois at Chicago.
TABLE OF CONTENTS
Overview
This section provides an overview of the executive compensation for our principal executive officer and the two other most highly compensated executive officers serving as such at December 31, 2021. We refer to these three executive officers as our “Named Executive Officers.” The compensation awarded to, earned by, or paid to our Named Executive Officers for all services rendered in all capacities to us during the years ended December 31, 2021 and 2020, as applicable, is set forth in detail in the Summary Compensation Table and other tables that follow, as well as the accompanying footnotes and narratives relating to those tables.
Our Named Executive Officers for the year ended December 31, 2021 were:
Jeremy Bender, our Chief Executive Officer and President;
Charles York II, our Chief Operating Officer, Chief Financial Officer and Secretary
| Samuel Blackman, M.D., Ph.D. | | | 54 | | | Chief Medical Officer and Co-Founder |
Our board of directors chooses executive officers, who then serve at the discretion of our board of directors. There is no family relationship between any of the directors or executive officers and any of our other directors or executive officers. For information regarding Dr. Bender, please refer to “Proposal No. 1 Election of Directors.” Charles York II, M.B.A. has served as our Chief Operating Officer and Chief Financial Officer since February 2021. Immediately prior to joining Day One, Mr. York served as Chief Financial Officer and Head of Corporate Development of Aeglea Biotherapeutics, Inc., a biotechnology company specializing in rare metabolic disease, where he led the investor relations, corporate development, communications, financial planning, accounting, human resources and information technology since September 2015, after joining Aeglea as Vice President, Finance, in July 2014. Prior to joining Aeglea, Mr. York held financial management roles in the life science, pharmaceutical and technology industries and began his career at PricewaterhouseCoopers LLP. Mr. York is a CPA in the state of Arizona and received a B.S. in Accounting from the University of Connecticut and an MBA from the McCombs School of Business at the University of Texas at Austin. Samuel Blackman, M.D., Ph.D. is our co-founder and has served as our Chief Medical Officer since November 2018. Prior to co-founding Day One, Dr. Blackman was Head of Clinical Development at Mavupharma, a drug discovery company focused on leveraging the immune system to treat cancer and infectious diseases, from September 2018 to July 2019. Prior to Mavupharma, he was Head of Clinical Development at Silverback Therapeutics, a biotechnology company developing tissue-targeted therapeutics, from August 2016 to September 2018. Prior to Silverback, Dr. Blackman was a senior medical director at Juno Therapeutics, a biotechnology company focused on cancer treatments from June 2014 to August 2016, and before that he held roles of increasing responsibility at Seattle Genetics, Merck and GlaxoSmithKline. Dr. Blackman is a graduate of the pediatric hematology/oncology fellowship program at the Dana Farber Cancer Institute and Children’s Hospital Boston, and the pediatric residency program at Cincinnati Children’s Hospital Medical Center. Dr. Blackman received his B.A. in Philosophy, his M.D. and Ph.D. in Pharmacology from the University of Illinois at Chicago. TABLE OF CONTENTS Overview This section provides an overview of the executive compensation for our principal executive officer and the two other most highly compensated executive officers serving as such at December 31, 2022. We refer to these three executive officers as our “Named Executive Officers.” The compensation awarded to, earned by, or paid to our Named Executive Officers for all services rendered in all capacities to us during the years ended December 31, 2022 and 2021, as applicable, is set forth in detail in the Summary Compensation Table and other tables that follow, as well as the accompanying footnotes and narratives relating to those tables. Our Named Executive Officers for the year ended December 31, 2022 were: Jeremy Bender, our Chief Executive Officer and President; Charles York II, our Chief Operating Officer, Chief Financial Officer and Secretary; and Samuel Blackman, our co-founder and Chief Medical Officer. 2022 Summary Compensation Table The following table provides information concerning compensation awarded to, earned by or paid to each of our Named Executive Officers for all services rendered in all capacities during the years ended December 31, 2022 and 2021, respectively. Jeremy Bender(4)
Chief Executive Officer and President
| | | 2022 | | | 610,000 | | | — | | | 3,361,436 | | | 812,820 | | | 290,000 | | | 5,074,256 | | 2021 | | | 523,021 | | | — | | | 13,756,228 | | | 5,168,061 | | | 313,800 | | | 19,761,110 | Charles York II
Chief Operating Officer and Chief Financial Officer
| | | 2022 | | | 495,000 | | | — | | | 1,278,531 | | | 313,720 | | | 220,000 | | | 2,307,251 | | 2021 | | | 396,042 | | | 100,000(5) | | | 4,670,232 | | | 2,534,266 | | | 218,300 | | | 7,918,840 | Samuel Blackman
Co-Founder and Chief Medical Officer
| | | 2022 | | | 470,000 | | | — | | | 1,143,057 | | | 270,940 | | | 181,000 | | | 2,064,997 | | 2021 | | | 422,568 | | | — | | | 1,815,322 | | | 493,000 | | | 205,000 | | | 2,935,890 |
(1)
| The amounts reported in the Option Awards column represent the aggregate grant date fair value of the stock options awarded to the named executive officer during the years ended December 31, 20212022 and 2020, respectively.Jeremy Bender(4)
Chief Executive Officer and President
| | | 2021 | | | 523,021 | | | — | | | 13,756,228 | | | 5,168,061 | | | 313,800 | | | 19,761,109 | | 2020 | | | 141,667 | | | — | | | — | | | 2,555,158 | | | 56,356 | | | 2,753,181 | Charles York II
Chief Operating Officer and Chief Financial Officer
| | | 2021 | | | 396,042 | | | 100,000(5) | | | 4,670,232 | | | 2,534,266 | | | 218,300 | | | 7,918,839 | | | | | | | | | | | | | | | | | | | | | Samuel Blackman
Co-Founder and Chief Medical Officer
| | | 2021 | | | 422,568 | | | — | | | 1,815,322 | | | 493,000 | | | 205,000 | | | 2,935,891 | | 2020 | | | 367,000 | | | — | | | — | | | — | | | 110,100 | | | 477,100 |
(1)
| The amounts reported in the Option Awards column represent the aggregate grant date fair value of the stock options awarded to the named executive officer during the years ended December 31, 2021, and 2020, respectively, calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 9 to the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2021. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the named executive officer from the awards. |
(2)
| The amounts reported in the Stock Awards column represents the aggregate grant date fair value of incentive shares granted under our Incentive Share Plan to the named executive officers during the years ended December 31, 2021 and 2020, respectively, as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the awards reported in the Equity Awards columns are set forth in Note 12 to our audited consolidated financial statements included elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2021. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the named executive officer from the awards. |
(3)
| For additional information regarding the non-equity incentive plan compensation, see the subsection titled “—Non-Equity Incentive Plan Awards.” |
(4)
| Dr. Bender is also a member of our board of directors but does not receive any additional compensation in his capacity as a director. |
(5)
| This amount represents a sign-on bonus paid to Mr. York in connection with the commencement of his employment pursuant to an offer letter we entered into with Mr. York. |
Equity Compensation
From time to time, we grant equity awards in the formOption Awards column are set forth in Note 9 to the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2022. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the named executive officer from the awards.
|
(2)
| The amounts reported in the Stock Awards column represents the aggregate grant date fair value of stock options, restricted stock unitsincentive shares granted under our Incentive Share Plan to the named executive officers during the years ended December 31, 2022 and shares2021, respectively, as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of restricted stockthe awards reported in the Equity Awards columns are set forth in Note 9 to our Named Executive Officers,audited consolidated financial statements included elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2022. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the named executive officer from the awards. |
(3)
| Amounts represent cash bonus amounts for fiscal year 2022 and 2021, as applicable, awarded to our named executed officers, which are generally subject to vestingawarded based on eachachievement of pre-determined corporate performance goals and individual achievement. |
(4)
| Dr. Bender is also a member of our Named Executive Officer’s continued serviceboard of directors but does not receive any additional compensation in his capacity as a director. |
(5)
| This amount represents a sign-on bonus paid to Mr. York in connection with us. Eachthe commencement of our Named Executive Officers currently holds outstanding stock options29his employment pursuant to an offer letter we entered into with Mr. York.
|
Equity Compensation From time to time, we grant equity awards in the form of stock options, restricted stock units and shares of restricted stock to our Named Executive Officers, which are generally subject to vesting based on each of our Named Executive Officer’s continued service with us. Each of our Named Executive Officers currently holds outstanding stock options TABLE OF CONTENTS to purchase shares of our Class B common stock, restricted stock units and shares of restricted stock that were granted under our Incentive Share Plan and 2021 Equity Incentive Plan, as set forth in the “Outstanding Equity Awards at Fiscal Year-End Table” below. Outstanding Equity Awards at Fiscal Year-End Table The following table presents, for each of the Named Executive Officers, information regarding outstanding equity awards held as of December 31, 2021.2022. | | | Option Awards(1) | | Stock Awards(2) | | | Option Awards(1) | | Stock Awards | Name | | Grant Date | | 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
(#)(3) | | Grant Date | | 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
(#)(4) | Jeremy Bender | | | 5/26/2021(4) | | 8,484 | | 18,666 | | 16.00 | | 5/26/2031 | | — | | — | | | 01/18/2022 | | 90,973 | | 306,027 | | 14.26 | | 1/18/2032 | | — | | — | | 5/26/2021(5) | | — | | 308,284 | | 16.00 | | 5/26/2031 | | — | | — | | 05/26/2021 | | 14,698 | | 12,452 | | 16.00 | | 5/26/2031 | | — | | — | | 5/26/2021(6) | | — | | 1,127,700 | | 16.00 | | 5/26/2031 | | — | | — | | 05/26/2021 | | 128,446 | | 179,838 | | 16.00 | | 5/26/2031 | | — | | — | | 4/6/2021(7) | | — | | — | | — | | — | | 327,109 | | 5,511,787 | | 05/26/2021 | | 446,376 | | 681,324 | | 16.00 | | 5/26/2031 | | — | | — | | 10/6/2020(7) | | — | | — | | — | | — | | 1,032,439 | | 17,396,597 | | 01/18/2022(2) | | — | | — | | — | | — | | 42,752 | | 920,023 | Charles York II | | | 5/26/2021(8) | | — | | 237,367 | | 16.00 | | 5/26/2031 | | — | | — | | | 5/26/2021(6) | | — | | 260,300 | | 16.00 | | 5/26/2031 | | — | | — | | | 2/25/2021(7) | | — | | — | | — | | — | | 337,560 | | 5,687,886 | | Jeremy Bender | | | | 04/06/2021(3) | | — | | — | | — | | — | | 190,820 | | 4,106,446 | | | 10/06/2020(3) | | — | | — | | — | | — | | 657,007 | | 14,138,791 | | | 01/18/2022 | | 34,598 | | 116,402 | | 14.26 | | 1/18/2032 | | — | | — | | | 05/26/2021 | | 108,781 | | 128,586 | | 16.00 | | 5/26/2031 | | — | | — | | | 05/26/2021 | | 103,033 | | 157,267 | | 16.00 | | 5/26/2031 | | — | | — | | | 01/18/2022(2) | | — | | — | | — | | — | | 16,500 | | 355,080 | | | 02/25/2021(3) | | — | | — | | — | | — | | 182,850 | | 3,934,932 | Samuel Blackman | | | 5/26/2021(5) | | — | | 58,167 | | 16.00 | | 5/26/2031 | | — | | — | | | 01/18/2022 | | 30,932 | | 104,068 | | 14.26 | | 1/18/2032 | | — | | — | | 5/26/2021(6) | | — | | 134,900 | | 16.00 | | 5/26/2031 | | — | | — | | 05/26/2021 | | 24,229 | | 33,938 | | 16.00 | | 5/26/2031 | | — | | — | | 4/6/2021(7) | | — | | — | | — | | — | | 61,718 | | 1,039,948 | | 05/26/2021 | | 53,395 | | 81,505 | | 16.00 | | 5/26/2031 | | — | | — | Samuel Blackman | | | 01/18/2022(2) | | — | | — | | — | | — | | 14,252 | | 306,703 | | | 04/06/2021(3) | | — | | — | | — | | — | | 36,008 | | 774,892 |
(1)
| These columns reflect options awarded to our NEOs.named executive officers. All options were granted pursuant to our 2021 Equity Incentive Plan. |
(2)
| These columns reflectReflects shares underlying RSU awards: 1/16th of the shares subject to the RSU shall vest on each February 15, May 15, August 15 and November 15 until the shares subject to the RSU are fully vested or vesting terminates pursuant to the terms of our 2021 Equity Incentive Plan. |
(3)
| Reflects unvested common stock received by our NEOsnamed executive officers upon the conversion of incentive shares awarded to our NEOsnamed executive officers prior to our IPOinitial public offering pursuant to our Incentive Share Plan (the “Incentive Shares”) in connection with our conversion from a limited liability company. |
(3)(4)
| Values in this column are calculated using a price per share of $16.85,$21.52, the closing price of our common stock on December 31, 202130, 2022, the last trading day of the fiscal year, as reported on the Nasdaq Global Market. |
(4)
| This option vests as follows: 25% of the total shares vested on October 6, 2021 and then 2.0833% of the remain total shares vest monthly thereafter, with 100% of the total shares vested on October 6, 2024, subject to the NEO’s continued service on each vesting date. Each option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the issuer’s right of repurchase. |
(5)
| This option vests as follows: 25% of the total shares vested on April 6, 2022 and then 2.0833% of the remain total shares vest monthly thereafter, with 100% of the total shares vested on April 6, 2025, subject to the NEO’s continued service on each vesting date. Each option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the issuer’s right of repurchase. |
(6)
| This option vests as follows: 25% of the total shares will vest on May 26, 2022 and then 2.0833% of the remain total shares vest monthly thereafter, with 100% of the total shares vested on May 26, 2025, subject to the NEO’s continued service on each vesting date. Each option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the issuer’s right of repurchase. |
(7)
| These shares vest as follows: 25% of the total shares vested one year after granting and then 2.0833% of the remaining total shares vest monthly thereafter, and are subject to repurchase by us if the holders cease to provide service to us prior to the vesting of the shares. |
(8)
| This option vests as follows: 25% of the total shares vested on February 25, 2022 and then 2.0833% of the remain total shares vest monthly thereafter, with 100% of the total shares vested on February 25, 2025, subject to the NEO’s continued service on each vesting date. Each option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the issuer’s right of repurchase. |
Potential Payments upon Termination or Change of Control In May 2021, we adopted arrangements for our executive officers, including our Named Executive Officers, that provide for payments and benefits on termination of employment or upon a termination in connection with a change of control. Under those arrangements, in the event that Dr. Bender is terminated without “cause” or he resigns for “good reason” outside of the period of three months before or 12 months after a “change of control,” he will be entitled to (i) an amount equal to 12 months of his base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum, (ii) to the extent Dr. Bender timely elects to receive continued coverage under our group-healthcare plans, we will continue to pay the full amount of his premium payments for such continued coverage for a period ending on the earlier of (x) 12 months following the termination date and (y) the date that he TABLE OF CONTENTS
becomes eligible for coverage under another employer’s plans, and (iii) vesting acceleration of his equity awards (including any unvested shares issued upon conversion of any profits interests and excluding any performance-based TABLE OF CONTENTS equity awards) in an amount equal to an additional 12 months of vesting credit. Notwithstanding the foregoing, all such benefits shall be limited to an amount that is not greater than the period of the applicable executive officer’s service to us (e.g., an executive officer who has only been in service to us for two months shall only receive two months of severance, COBRA, and vesting acceleration). Further, in the event that such termination of employment is without “cause” or is due to a resignation for “good reason,” that occurs within three months before or 12 months following a “change of control” of the company, then (i) the amount payable as severance shall be increased to 24 months of Dr. Bender’s base salary at the rate in effect immediately prior to such termination plus 200% of his then-current annual target bonus opportunity, payable in a cash lump-sum, (ii) the period of continued benefit coverage shall be increased to a period of 24 months following the termination date (or, if earlier, until the date that he becomes eligible for coverage under another employer’s plans), and (iii) the vesting acceleration of all equity awards shall be increased to 100% vesting acceleration of each of his then-outstanding equity awards (provided that performance-based awards shall accelerate at the greater of target levels or actual achievement). All such payments and benefits (whether with or apart from a change of control) will be subject to Dr. Bender’s execution of a general release of claims against us. In the event that either Mr. York or Dr. Blackman is terminated without “cause” or he resigns for “good reason” outside of the period of three months before or 12 months after a “change of control,” he will be entitled to (i) an amount equal to nine months of his base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum, (ii) to the extent Mr. York or Dr. Blackman timely elects to receive continued coverage under our group-healthcare plans, we will continue to pay the full amount of his premium payments for such continued coverage for a period ending on the earlier of (x) nine months following the termination date and (y) the date that he becomes eligible for coverage under another employer’s plans, and (iii) vesting acceleration of his equity awards (including any unvested shares issued upon conversion of any profits interests and excluding any performance-based equity awards) in an amount equal to an additional nine months of vesting credit. Notwithstanding the foregoing, all such benefits shall be limited to an amount that is not greater than the period of the applicable executive officer’s service to us (e.g., an executive officer who has only been in service to us for two months shall only receive two months of severance, COBRA, and vesting acceleration). Further, in the event that such termination of employment is without “cause” or is due to a resignation for “good reason,” that occurs within three months before or 12 months following a “change of control” of the company, then (i) the amount payable as severance shall be increased to 18 months of Mr. York’s or Dr. Blackman’s base salary at the rate in effect immediately prior to such termination plus 150% of his then-current annual target bonus opportunity, payable in a cash lump-sum, (ii) the period of continued benefit coverage shall be increased to a period of 18 months following the termination date (or, if earlier, until the date that he becomes eligible for coverage under another employer’s plans), and (iii) the vesting acceleration of all equity awards shall be increased to 100% vesting acceleration of each of his then-outstanding equity awards (provided that performance-based awards shall accelerate at the greater of target levels or actual achievement). All such payments and benefits (whether with or apart from a change of control) will be subject to Mr. York’s or Dr. Blackman’s execution of a general release of claims against us. Limitations on Liability and Indemnification Matters Our restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the Delaware General Corporation Law, or the DGCL. Consequently, our directors are not personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for: any breach of the director’s duty of loyalty to us or our stockholders; any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or any transaction from which the director derived an improper personal benefit. Our restated certificate of incorporation and our amended and restated bylaws require us to indemnify our directors and officers to the maximum extent not prohibited by the DGCL and allow us to indemnify other employees and agents as set TABLE OF CONTENTS
forth in the DGCL. Subject to certain limitations, our amended and restated bylaws also require us to advance expenses incurred by our directors and officers for the defense of any action for which indemnification is required or permitted, subject to very limited exceptions. TABLE OF CONTENTS We have entered, and intend to continue to enter, into separate indemnification agreements with our directors, officers, and certain of our other employees. These agreements, among other things, require us to indemnify our directors, officers and key employees for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts actually incurred by these individuals in any action or proceeding arising out of their service to us or any of our subsidiaries or any other company or enterprise to which these individuals provide services at our request. Subject to certain limitations, our indemnification agreements also require us to advance expenses incurred by our directors, officers and key employees for the defense of any action for which indemnification is required or permitted. We believe that these provisions in our restated certificate of incorporation, amended and restated bylaws and indemnification agreements are necessary to attract and retain qualified persons such as directors, officers, and key employees. We also maintain directors’ and officers’ liability insurance. The limitation of liability and indemnification provisions in our restated certificate of incorporation, amended and restated bylaws or in these indemnification agreements may discourage stockholders from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Rule 10b5-1 Sales Plans Certain of our directors and executive officers have adopted written plans, known as Rule 10b5-1 plans, in which they have contracted with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend or terminate the plan in specified circumstances. TABLE OF CONTENTS EQUITY COMPENSATION PLAN INFORMATION The following table presents information as of December 31, 20212022 with respect to compensation plans under which shares of our common stock may be issued. Plan category | | Number of
securities
to be issued
upon
exercise
of
outstanding
securities
(#) | | Weighted-
average
exercise
price
of
outstanding
options
($)(1) | | Number of
securities
remaining
available
for future
issuance
under
equity
compensation
plans
(excluding
securities
reflected in
column)(#) | | Number of
securities
to be issued
upon
exercise
of
outstanding
securities
(#) | | Weighted-
average
exercise
price
of
outstanding
options
($)(1) | | Number of
securities
remaining
available
for future
issuance
under
equity
compensation
plans
(excluding
securities
reflected in
column) (#) | Equity compensation plans approved by security holders(2) | | 5,071,896 | | $16.90 | | 1,200,214(3) | | 9,842,262(2) | | 16.42 | | 2,297,931(3) | Equity compensation plans not approved by security holders(4) | | — | | — | | — | | 356,400 | | 21.14 | | 643,600 | Total | | 5,071,896 | | $16.90 | | 1,200,214 | | 10,198,662 | | | | 2,941,531 |
(1)
| The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, since RSUs have no exercise price. |
(2)
| IncludesExcludes 152,550 performance share options and 99,250 performance share units granted under the 2021 Equity Incentive Plan (the “2021 EIP”) as the achievement of the performance-based metrics of the performance awards was not deemed probable and excludes purchase rights accruing under the 2021 ESPP.Employee Stock Purchase Plan (“2021 ESPP”). |
(3)
| As of December 31, 2022, there were 1,196,175 shares of common stock available for issuance under the 2021 EIP. The number of shares reserved for issuance under our 2021 Equity Incentive PlanEIP increased automatically by 3,097,6143,672,908 on January 1, 20222023 and will increase automatically on the first day of January of each of 2023 through 2031 by the number of shares equal to five percent (5%) of the total number of outstanding shares of all classes of the company’s common stock outstanding on each December 31 immediately prior to the date of increase or a lower number approved by our board of directors. As of December 31, 2021,2022, there were 579,6471,101,756 shares of common stock available for issuance under the 2021 Employee Stock Purchase Plan.ESPP. The number of shares reserved for issuance under our 2021 ESPP increased automatically by 619,522734,581 shares on January 1, 20222023 and will increase automatically on the first day of January of each year during the term of the 2021 Employee Stock Purchase PlanESPP by the number of shares equal to 1% of the total outstanding shares of our common stock as of the immediately preceding December 31 or a lower number approved by our board of directors. |
(4)
| Represents shares subject to our 2022 Equity Inducement Plan. |
TABLE OF CONTENTS CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS In addition to the executive officer and director compensation arrangements discussed above under “Executive Compensation” and “Proposal No. 1—1 Election of Directors—Director Compensation,” respectively, since January 1, 2020,2021, the following are the only transactions or series of similar transactions to which we were or will be a party in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer, beneficial holder of more than 5% of our capital stock or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material interest. Series A Redeemable Convertible Preferred Shares Financing In three closings in December 2019, November 2020 and December 2020, we sold an aggregate of 22,851,257 Series A redeemable convertible preferred shares at a purchase price of $2.899 per share for an aggregate purchase price of approximately $60.0 million. Each of our Series A redeemable convertible preferred shares was converted into one share of our common stock upon the completion of our IPO.
The purchasers of our Series A redeemable convertible preferred shares were entitled to specified registration rights. The following table summarizes the Series A redeemable convertible preferred shares purchased by members of our board of directors or their affiliates and holders of more than 5% of our outstanding capital stock. The terms of these purchases were the same for all purchasers of our Series A redeemable convertible preferred shares. Please refer to the section titled “Principal Stockholders” for more details regarding the shares held by these entities.
Canaan XI L.P.(1) | | | 7,328,497(2) | | | 14,999,991 | Atlas Venture Fund XI, L.P.(3) | | | 7,761,380 | | | 22,499,991 | AI Day1 LLC(4) | | | 7,761,380 | | | 22,499,991 |
(1)
| Julie Grant is a member of our board of directors and is a non-managing member of Canaan Partners XI LLC, the general partner of Canaan XI LP. |
(2)
| Represents (a) 2,154,245 shares of our Series A redeemable convertible preferred shares that were converted from the 2018 Note and 2019 Note and (b) 5,174,252 shares of our Series A redeemable convertible preferred shares purchased at the purchase price of $2.899 per share. |
(3)
| Michael Gladstone is a member of our board of directors and is a member of Atlas Venture Life Science Advisors, LLC, which is the manager of Atlas Venture Fund XI, LP. |
(4)
| Daniel Becker is a member of our board of directors and is a Managing Director at Access Industries, Inc, an affiliate of Access Industries Management LLC, which controls AI Day1 LLC. |
Series B Redeemable Convertible Preferred Shares Financing
In February 2021, we sold an aggregate of 9,638,141 Series B redeemable convertible preferred shares at a purchase price of $13.488 per share for an aggregate purchase price of approximately $130.0 million. Each of our Series B redeemable convertible preferred shares converted into one share of our common stock upon the completion of our IPO.initial public offering. The purchasers of our Series B redeemable convertible preferred shares were entitled to specified registration rights. The following table summarizes the Series B redeemable convertible preferred shares purchased by members of our board of directors or their affiliates and holders of more than 5% of our outstanding capital stock. The terms of these purchases were the same for all purchasers of our Series B redeemable convertible preferred shares. Please refer to the section titled “Principal Stockholders” for more details regarding the shares held by these entities. Canaan XI L.P.(1) | | | 148,279 | | | 1,999,996 | Atlas Venture Opportunity Fund I, L.P.(2) | | | 741,396 | | | 9,999,981 |
TABLE OF CONTENTS
Name of stockholder | | Number of
Series B
redeemable
convertible
preferred
shares | | Total
purchase
price
($) | | Number of
Series B redeemable
convertible
preferred shares | | Total
purchase
price
($) | Canaan XI L.P.(1) | | | 148,279 | | 1,999,996 | Atlas Venture Opportunity Fund I, L.P.(2) | | | 741,396 | | 9,999,981 | AI Day1 LLC(3) | | 741,396 | | 9,999,981 | | 741,396 | | 9,999,981 | Affiliates of RA Capital(4) | | 2,965,588 | | 39,999,987 | | 2,965,588 | | 39,999,987 |
(1)
| Julie Grant is a member of our board of directors and is a non-managing member of Canaan Partners XI LLC, the general partner of Canaan XI LP. |
(2)
| Michael Gladstone is a member of our board of directors and is a member of Atlas Venture Life Science Advisors, LLC, which is the manager of Atlas Venture Opportunity Fund I, LP. |
(3)
| Dan Becker is a member of our board of directors and is a Managing Director at Access Industries, Inc., an affiliate of Access Industries Management LLC, which controls AI Day1 LLC. |
(4)
| Consists of 2,520,751 shares of Series B preferred shares purchased by RA Capital Healthcare Fund, L.P. and 444,837 shares of Series B preferred shares purchased by RA Capital Nexus Fund II, L.P. Derek DiRocco is a former member of our board of directors and is a partner at RA Capital Management, L.P., the managing partner of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund II, L.P. |
Insider Participation in Initial Public Offering Certain of our principal stockholders and their affiliated entities, including stockholders affiliated with certain of our directors, purchased an aggregate of 3,388,000 shares of our common stock in our initial public offering on May 26, 2021 at the initial public offering price of $16.00 per share. The following table summarizes the shares of common stock purchased by our executive officers, members of our board of directors or their affiliates and holders of more than 5% of our outstanding capital stock in an amount exceeding $120,000: Canaan XI L.P. | | | 13,000 | | | 208,000 | AI Day1 LLC | | | 875,000 | | | 14,000,000 | Atlas Venture | | | 500,000 | | | 8,000,000 | Affiliates of RA Capital | | | 2,000,000 | | | 32,000,000 |
Millennium Pharmaceuticals, Inc. Share Exchange On May 4, 2021, we entered into a Stock Exchange Agreement with Millennium Pharmaceuticals, Inc. an affiliate of Takeda Pharmaceutical Company Limited, or Takeda.Limited. Pursuant to the terms of the Millennium Stock Exchange Agreement TABLE OF CONTENTS and the Plan of Conversion, Millennium Pharmaceuticals, Inc. agreed to exchange 9,857,143 shares of Series A redeemable convertible preferred stock of DOT Therapeutics-1, Inc., our subsidiary, for 6,470,382 shares of our common stock pursuant to and contingent upon the effectiveness of our corporate conversion from a limited liability company to a corporation or the Conversion,(the “Conversion”), and subject to the satisfaction of the other terms and conditions of the Millennium Stock Exchange Agreement. Investors’ Rights Agreement We have entered into an amended and restated investors’ rights agreement or the IRA,(the “IRA”), dated February 1, 2021 with certain holders of our then outstanding redeemable convertible preferred shares, including entities with which certain of our executive officers and directors are affiliated. These stockholders are entitled to rights with respect to the registration of their shares under the Securities Act. In connection with the Conversion, we entered into a stockholders agreement with the existing holders of our then-converted securities incorporating the terms of the LLC agreement and the IRA. LLC Agreement Our LLC agreement governed our operations prior to the consummation of the Conversion. The LLC agreement set forth the authorized classes of Day One LLC’s equity securities, the allocation of profits and losses among the classes and the preferences of the preferred classes. The LLC agreement also set forth the rights of and restrictions on TABLE OF CONTENTS
members, including rights with respect to the election of directors, management and certain transfer restrictions on the holders of shares. The LLC agreement also provided for transfer restrictions in respect of securities held by certain holders of our securities, as well as rights of first refusal and co-sale rights in respect of sales of securities by certain holders of our securities. The transfer restrictions, rights of first refusal and co-sale rights under the LLC agreement do not apply to this offering. The LLC agreement included indemnification and exculpation provisions applicable to the directors, officers, members, employees and agents of Day One LLC. Concurrent with the consummation of the Conversion, the LLC agreement was terminated. Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our restated bylaws require us to indemnify our directors to the fullest extent not prohibited by Delaware law. Subject to certain limitations, our restated bylaws also require us to advance expenses incurred by our directors and officers. For more information regarding these agreements, see the section titled “Executive Compensation—Limitation on Liability and Indemnification Matters.” Review, Approval or Ratification of Transactions with Related Parties Our related persons transactions policy provides that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our common stock, and any members of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a material related person transaction with us without the review and approval of our audit committee, or a committee composed solely of independent directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. The policy further provides that any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of our common stock or with any of their immediate family members or affiliates in which the amount involved exceeds $120,000 will be presented to our audit committee (or the committee composed solely of independent directors, if applicable) for review, consideration and approval. In approving or rejecting any such proposal, our audit committee (or the committee composed solely of independent directors, if applicable) will consider the relevant facts and circumstances available and deemed relevant to the audit committee (or the committee composed solely of independent directors, if applicable), including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. TABLE OF CONTENTS Stockholder Proposals to be Presented at Next Annual Meeting Our amended and restated bylaws provide that, for stockholder nominations to our board of directors or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Secretary at Day One Biopharmaceuticals, Inc., 395 Oyster2000 Sierra Point Boulevard,Parkway, Suite 217, South San Francisco,501, Brisbane, CA 94080.94005. To be timely for our 2023 annual meeting of stockholders, a stockholder’s notice must be delivered to or mailed and received by our Secretary at our principal executive offices not earlier than 5:00 p.m. Eastern Time on March 8, 20239, 2024 and not later than 5:00 p.m. Eastern Time on April 7, 2023.8, 2024. A stockholder’s notice to the Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by our restated bylaws. To comply with our amended and restated bylaws as well as the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees for the 2024 annual meeting of stockholders must ensure that our Secretary receives written notice that sets forth all information required by our amended and restated bylaws and by Rule 14a-19(b) under the Exchange Act within the time frames set forth above. Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 20232024 annual meeting of stockholders must be received by us not later than December 29, 202230, 2023 in order to be considered for inclusion in our proxy materials for that meeting. Available Information We will mail, without charge, upon written request, a copy of our annual report on Form 10-K for the year ended December 31, 2021,2022, including the financial statements and list of exhibits, and any exhibit specifically requested. Requests should be sent to: Day One Biopharmaceuticals, Inc.
395 Oyster2000 Sierra Point BoulevardParkway
Suite 217501
South San Francisco,Brisbane, California 9408094005
Attn: Secretary The annual report is also available at https://ir.dayonebio.com under “SEC Filings” in the “Financials & Filings” section of our website. Electronic Delivery of Stockholder Communications We encourage you to help us conserve natural resources, as well as significantly reduce printing and mailing costs, by signing up to receive your stockholder communications electronically via e-mail. With electronic delivery, you will be notified via e-mail as soon as future annual reports and proxy statements are available on the Internet, and you can submit your stockholder votes online. Electronic delivery can also eliminate duplicate mailings and reduce the amount of bulky paper documents you maintain in your personal files. To sign up for electronic delivery: Registered Owner (you hold our common stock in your own name through our transfer agent, American Stock Transfer & Trust Company, LLC, or you are in possession of stock certificates): visit www.astfinancial.com and log into your account to enroll. Beneficial Owner (your shares are held by a brokerage firm, a bank, a trustee or a nominee): If you hold shares beneficially, please follow the instructions provided to you by your broker, bank, trustee or nominee. Your electronic delivery enrollment will be effective until you cancel it. Stockholders who are record owners of shares of our common stock may call American Stock Transfer & Trust Company, LLC, our transfer agent, by phone at (800) 937-5449, by e-mail at help@astfinancial.com, or visit www.astfinancial.com with questions about electronic delivery. “Householding”—Stockholders Sharing the Same Last Name and Address The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may TABLE OF CONTENTS receive a single copy of our annual report and proxy materials, including the Notice, of Internet Availability, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees, and helps protect the environment as well. TABLE OF CONTENTS
This year, a number of brokers with account holders who are our stockholders will be “householding” our annual report and proxy materials, including the Notice of Internet Availability.Notice. A single Notice of Internet Availability and, if applicable, a single set of annual report and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting Broadridge at (866) 540-7095 or writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717. Upon written or oral request, we will promptly deliver a separate copy of the Notice of Internet Availability and, if applicable, our annual report and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability and, if applicable, annual report and other proxy materials, you may write our Secretary at 395 Oyster2000 Sierra Point Boulevard,Parkway, Suite 217, South San Francisco, CA 94080,501, Brisbane, California 94005 telephone number +1(650)+1 (650) 484-0899. Any stockholders who share the same address and receive multiple copies of our Notice of Internet Availability or annual report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about householding or our Secretary at the address or telephone number listed above. TABLE OF CONTENTS Our board of directors does not presently intend to bring any other business before the Annual Meeting and, so far as is known to our board of directors, no matters are to be brought before the Annual Meeting except as specified in the Notice of Annual Meeting of Stockholders. As to any business that may arise and properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies. TABLE OF CONTENTS APPENDIX A-1CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DAY ONE BIOPHARMACEUTICALS, INC. Day One Biopharmaceuticals, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows: 1. That the name of this Corporation is Day One Biopharmaceuticals, Inc., and that this Corporation was originally incorporated pursuant to the General Corporation Law on May 26, 2021 under the name Day One Biopharmaceuticals, Inc. The Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 1, 2021, as amended (the “Restated Charter”). 2. Amendment to Article SEVENTH. (a) Article SEVENTH of the Restated Charter is hereby amended and restated in its entirety as follows: “ARTICLE VII: LIMITATION OF LIABILITY 1. Limitation of Liability. To the fullest extent permitted by law, neither a director of the Corporation nor an officer of the corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Without limiting the effect of the preceding sentence, if the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended. 2. Change in Rights. Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.” 3. That the foregoing amendment was duly adopted by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the General Corporation Law and was approved by the holders of the requisite number of shares of capital stock of the Corporation acting by written consent in accordance with Sections 228 and 242 of the General Corporation Law. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this [ ] day of June, 2023. | | | By: | | | | | | | Name: | | | Charles N. York II | | | | Title: | | | Chief Financial Officer |
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