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1. | To elect |
2. | To ratify the appointment of |
3. | To approve |
4. | To select on a non-binding advisory basis whether future advisory votes on the compensation of |
| | By Order of the Board of Directors, | |
| | ||
| | ||
| | ||
| | ||
| | Jeremy Bender Chief Executive Officer and President | |
| | ||
| | Brisbane, California | |
| | April |
PROPOSAL NO. 1 | | | BOARD’S RECOMMENDATION “FOR ALL NOMINEES” for this Proposal | ||||||
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ELECTION OF DIRECTORS | | ||||||||
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We are asking our stockholders to elect | | ||||||||
Name | | | Age | | | Director Since | | ||
| | | | September 2020 | | ||||
Habib Dable, M.B.A. | | | 54 | | | January 2024 | | ||
Saira Ramasastry, M.S., M.Phil | | | 48 | | | March 2021 | | | |
| | | | | | ||||
PROPOSAL NO. 2 | | | BOARD’S RECOMMENDATION “FOR” this Proposal | ||||||
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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | ||||||||
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We are asking our stockholders to ratify the audit committee’s appointment of | | ||||||||
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PROPOSAL NO. 3 | | | BOARD’S RECOMMENDATION “FOR” this Proposal | ||||||
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APPROVAL ON A NON-BINDING ADVISORY BASIS OF | | ||||||||
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We are asking our stockholders to approve, on a non-binding advisory basis, the | | ||||||||
| | | | | |
PROPOSAL NO. 4 | | | BOARD’S RECOMMENDATION “ONE YEAR” for this Proposal | ||||||
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SELECTION ON A NON-BINDING ADVISORY BASIS WHETHER FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD BE EVERY ONE, TWO, OR THREE YEARS | | ||||||||
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We are asking our stockholders to vote, on a non-binding advisory basis, on the frequency of future stockholder advisory votes on the compensation of our named executive officers. Additional information about the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers can be found under the section titled “Proposal No. 4 Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our | |
Vote By Internet | | | Vote By Telephone or Internet | | | Vote By Mail |
You may vote via the virtual meeting website-any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ | | | You may vote by telephone or through the Internet-in order to do so, please follow the instructions shown on your proxy card. | | | You may vote by mail-if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge, |
• | Competitive pay and benefits. Drug development is a complex endeavor which requires deep expertise and experience across a broad array of disciplines. Biotechnology and pharmaceutical companies, both large and small, compete for a limited number of qualified applicants to fill specialized positions. We monitor our compensation programs closely and provide what we consider to be a very competitive mix of compensation, insurance and wellness benefits for all our employees, as well as participation in our equity and enhanced maternity and paternity programs. To attract qualified applicants, we offer a total rewards package consisting of base salary and cash target bonus, a comprehensive benefits package and equity compensation for all full-time employees. Bonus opportunity and equity compensation increase as a percentage of total compensation based on level of responsibility. Actual bonus payout is based on company and individual performance. |
• | Employee development and training. We focus on attracting, retaining and cultivating talented individuals. We emphasize employee development and training by providing access to a wide range of online and instructor-led development and continual learning programs. Employees are encouraged to attend scientific, clinical and technological meetings and conferences and have access to broad resources they need to be successful. |
• | Board of Directors Oversight. Our board of directors recognizes the critical importance of our team and the necessity to ensure a diverse and inclusive work environment. Our board of directors discusses with management issues impacting our employees. |
• | Nominating and Corporate Governance Charter Expansion. The responsibilities of our nominating and corporate governance committee include oversight of our corporate social responsibility programs. |
• | Code of Business Conduct and Ethics Training Compliance. All employees and members of the board of directors are trained in and affirm compliance with our comprehensive Code of Business Conduct and Ethics. |
Total Number of Directors: 9 directors | ||||||||||||||||||||||||
Total Number of Directors: 10 directors | Total Number of Directors: 10 directors | |||||||||||||||||||||||
| | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | |||||||
Gender Identity | Gender Identity | Gender Identity | ||||||||||||||||||||||
Directors | | 3 | | 5 | | — | | 1 | | 2 | | 6 | | — | | 2 | ||||||||
Demographic Background | Demographic Background | Demographic Background | ||||||||||||||||||||||
White | | 2 | | 5 | | — | | — | | 1 | | 6 | | — | | — | ||||||||
Two or More Races or Ethnicities | | 1 | | — | | — | | — | | 1 | | — | | — | | — | ||||||||
Did Not Disclose Demographic Background | | 1 | | — | | — | | — | | 2 |
Name of Director/Nominee | | | Age | | | Position | | | Director Since |
| | 52 | | | Director | | | September 2020 | |
Habib Dable, M.B.A. | | | 54 | | | Director | | | |
| | | | Director | | |
(1) | Member of the audit committee. |
Name of Director | | | Age | | | Position | | | Director Since |
Class I Directors: | | | | | | | |||
Michael Gladstone(1) | | | | | Director | | | December 2019 | |
Natalie Holles(2)(3) | | | | | Director | | | February 2021 | |
Garry Nicholson(3) | | | | | Director | | | September 2022 | |
Class | | | | | | | |||
| | | | Director | | | August 2021 | ||
William Grossman | | | 54 | | | Director | | | January 2024 |
John Josey, Ph.D., M.B.A.(2)(3) | | | 63 | | | Director | | | September 2020 |
(1) | Member of the audit committee. |
(2) | Member of the compensation committee. |
(3) | Member of the nominating and corporate governance committee. |
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1)(4) | | | Total ($) |
Daniel Becker, M.D., Ph.D. | | | 45,500 | | | 280,296 | | | 325,796 |
Scott Garland | | | 47,625 | | | 280,296 | | | 327,921 |
Michael Gladstone | | | 49,625 | | | 280,296 | | | 329,921 |
Julie Grant, M.Phil., M.B.A.(2) | | | 79,000 | | | 280,296 | | | 359,296 |
Natalie Holles | | | 84,000 | | | 280,296 | | | 364,296 |
John Josey, Ph.D., M.B.A. | | | 54,500 | | | 280,296 | | | 334,796 |
Garry Nicholson(3) | | | 30,375 | | | 560,093 | | | 590,468 |
Saira Ramasastry, M.S., M.Phil. | | | 55,250 | | | 280,296 | | | 335,546 |
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(3)(4) | | | Total ($) |
Daniel Becker, M.D., Ph.D.(1) | | | 46,750 | | | 294,000 | | | 340,750 |
Scott Garland | | | 48,875 | | | 294,000 | | | 342,875 |
Michael Gladstone | | | 48,875 | | | 294,000 | | | 342,875 |
Julie Grant, M.Phil., M.B.A.(2) | | | 20,000 | | | — | | | 20,000 |
Natalie Holles | | | 58,500 | | | 294,000 | | | 352,500 |
John Josey, Ph.D., M.B.A. | | | 56,750 | | | 294,000 | | | 350,750 |
Garry Nicholson | | | 89,375 | | | 294,000 | | | 383,375 |
Saira Ramasastry, M.S., M.Phil. | | | 57,750 | | | 294,000 | | | 351,750 |
(1) | Mr. Becker has not been nominated for re-election to our board of directors at the Annual Meeting. |
(2) | Ms. Grant was not nominated for re-election at our 2023 annual meeting of stockholders and ceased serving on our board of directors effective June 22, 2023. |
(3) | The amounts reported represent the grant date fair value of the option awards granted to our non-employee directors in the year ended December 31, |
(4) | For information regarding the number of stock option awards and restricted stock awards held by each non-employee director as of December 31, |
Name | | | Shares Underlying Option Awards Held as of December 31, 2022 | | | Shares Underlying Stock Awards Held as of December 31, 2022 |
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 |
Name | | Shares Underlying Option Awards Held as of December 31, 2022 | | Shares Underlying Stock Awards Held as of December 31, 2022 | | Shares Underlying Option Awards Held as of December 31, 2023 | | Shares Underlying Stock Awards Held as of December 31, 2023 | ||||
Daniel Becker, M.D., Ph.D. | | 129,200 | | — | ||||||||
Scott Garland | | 114,272 | | — | ||||||||
Michael Gladstone | | 129,200 | | — | ||||||||
Julie Grant, M.Phil., M.B.A. | | — | | — | ||||||||
Natalie Holles | | 146,500 | | 57,310 | ||||||||
John Josey, Ph.D., M.B.A. | | 130,381 | | 65,292 | ||||||||
Garry Nicholson | | 33,900 | | — | | 71,400 | | — | ||||
Saira Ramasastry, M.S., M.Phil. | | 116,281 | | 50,485 | | 153,781 | | 50,485 |
| | Fiscal Year Ended | ||||
Fees Billed to Day One | | | 2022 | | | 2021 |
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 |
Fees Billed to Day One | | | Fiscal Year Ended 2023(1) | | | Fiscal Year Ended 2022(2) |
Audit Fees(3) | | | $966,000 | | | $1,041,800 |
Audit-Related Fees | | | — | | | — |
Tax Fees | | | — | | | — |
All Other Fees(4) | | | $2,000 | | | $2,000 |
Total Fees | | | $968,000 | | | $1,043,800 |
(1) | Represents fees billed by PwC for the year ended December 31, 2023. |
(2) | Represents fees billed by EY for the year ended December 31, 2022. |
(3) | 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. |
(4) | All other fees represent |
| | Shares Beneficially Owned | | | Shares Beneficially Owned | |||||||
Name of Beneficial Owner | | Number (#) | | Percent (%) | | Number (#) | | Percent (%) | ||||
Directors and Named Executive Officers: | | | | | ||||||||
Jeremy Bender, Ph.D., M.B.A.(1) | | 2,640,324 | | 3.5 | | 3,193,143 | | 3.6 | ||||
Samuel Blackman, M.D., Ph.D.(2) | | 2,385,005 | | 3.2 | | 2,457,292 | | 2.8 | ||||
Charles York II, M.B.A.(3) | | 589,396 | | * | | 800,386 | | * | ||||
Julie Grant, M.Phil., M.B.A.(4) | | 400,666 | | * | ||||||||
Adam Dubow(4) | | 176,481 | | * | ||||||||
John A. Josey, Ph.D., M.B.A.(5) | | 141,356 | | * | | 194,548 | | * | ||||
Natalie Holles(6) | | 132,950 | | * | | 188,052 | | * | ||||
Saira Ramasastry, M.S., M.Phil.(7) | | 128,238 | | * | | 186,000 | | * | ||||
Daniel Becker, M.D., Ph.D.(8) | | 73,308 | | * | | 126,200 | | * | ||||
Michael Gladstone(9) | | 68,308 | | * | | 121,200 | | * | ||||
Scott Garland(10) | | 54,343 | | * | | 102,678 | | * | ||||
Garry Nicholson(11) | | 22,600 | | * | | 65,150 | | * | ||||
All executive officers and directors as a group (11 persons) | | 6,636,494 | | 8.8 | ||||||||
Habib Dable(12) | | 5,553 | | * | ||||||||
William Grossman(13) | | 5,553 | | * | ||||||||
All executive officers and directors as a group (13 persons) | | 7,622,236 | | 8.4 | ||||||||
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 | ||||||||
AI Day 1 LLC(14) | | 12,929,322 | | 14.8 | ||||||||
RA Capital Management, L.P.(15) | | 7,809,852 | | 8.9 | ||||||||
Entities affiliated with Atlas Venture(16) | | 7,608,394 | | 8.7 | ||||||||
BlackRock, Inc.(17) | | 5,126,071 | | 5.9 | ||||||||
The Vanguard Group(18) | | 4,769,746 | | 5.5 |
* | Less than 1% |
(1) | Consists of (i) |
(2) | Consists of (i) 1,194,662 shares held directly by Dr. Blackman; (ii) 1,000,000 shares held by the 2021 Blackman Family Trust LLC, of which Dr. Blackman is the sole manager, and has shared voting and dispositive power with his wife as members; (iii) 253,944 stock options exercisable within 60 days of March 15, 2024; and (iv) 10,250 RSUs that may vest and settle within 60 days of March 15, 2024. |
(3) | Consists of (i) 277,754 shares held directly by Mr. York; (ii) 512,382 stock options exercisable within 60 days of March 15, 2024; and (iii) 10,250 RSUs that may vest and settle within 60 days of March 15, 2024. 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) |
(5) | Consists of (i) 72,292 shares held directly by Mr. Josey; and (ii) |
(6) | Consists of (i) 57,310 shares held directly by Ms. Holles; and (ii) |
(7) | Consists of (i) 50,485 shares held directly by Ms. Ramasastry; and (ii) |
(8) | Consists of (i) 5,000 shares held directly by |
(9) | Consists of |
(10) | Consists of |
(11) | Consists of |
(12) | Consists of 5,553 stock options exercisable within 60 days of March 15, 2024. |
(13) | Consists of 5,553 stock options exercisable within 60 days of March 15, 2024. |
(14) | As reported in a statement on Schedule |
(15) | As reported in a statement on Schedule 13G/A filed with the SEC on February 14, |
(16) | As reported in a statement on Schedule 13G/A filed with the SEC on February 9, 2024. Of the total 7,608,394 shares beneficially owned, (i) Atlas Venture Fund XI, L.P. (“Atlas XI”) holds 6,047,818 shares directly, (ii) Atlas Venture Opportunity Fund I, L.P. (“AVO I”) holds 793,909 shares directly and (iii) Atlas Venture Opportunity Fund II, L.P (“AVO II”) holds 766,667 shares directly. |
(17) | As reported in a statement on Schedule 13G filed with the SEC on January 29, 2024 by BlackRock, Inc. (“BlackRock”) and its affiliates, and represents 5,126,071 shares of our common stock beneficially owned, or that may be deemed to be beneficially owned, by BlackRock, certain of its subsidiaries and affiliates, and other companies. The business address and principal executive offices of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. |
(18) | As reported in a statement on Schedule 13G filed with the SEC on February 13, 2024 by The Vanguard Group (“Vanguard”) and its affiliates, and represents 4,769,746 shares of our common stock beneficially owned, or that may be deemed to be beneficially owned, by Vanguard, certain of its subsidiaries and affiliates, and other companies. The business address and principal executive offices of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. |
Name | | | Age | | | Position(s) |
Jeremy Bender, Ph.D., M.B.A. | | | | | Chief Executive Officer, President and Director | |
Charles York II, M.B.A. | | | | | Chief Operating Officer, Chief Financial Officer and Secretary | |
Samuel Blackman, M.D., Ph.D. | | | | | Co-Founder and Head of Research and Development | |
Adam Dubow | | | 57 | | | General Counsel and Chief |
* | Pay mix is calculated based on incentive pay opportunities at target. |
Executive | | | 2022 Salary | | | 2023 Salary |
Jeremy Bender | | | $610,000 | | | $647,000 |
Charles York, II | | | $495,000 | | | $515,000 |
Samuel Blackman | | | $470,000 | | | $505,000 |
Adam Dubow | | | $425,000(1) | | | $425,000 |
(1) | Mr. Dubow joined the company on October 31, 2022. This value reflects his full 2022 salary. |
Executive | | | Salary | | | Target Bonus (% of Salary) | | | Target Bonus |
Jeremy Bender | | | $647,000 | | | 60% | | | $388,000 |
Charles York, II | | | $515,000 | | | 45% | | | $232,000 |
Samuel Blackman | | | $505,000 | | | 45% | | | $227,000 |
Adam Dubow | | | $425,000 | | | 40% | | | $170,000 |
Executive | | | Target Bonus ($) | | | Actual Bonus ($)(1) |
Jeremy Bender | | | $388,000 | | | $388,200 |
Charles York, II | | | $232,000 | | | $231,800 |
Samuel Blackman | | | $227,000 | | | $227,300 |
Adam Dubow | | | $170,000 | | | $170,000 |
(1) | Actual Bonus amounts may not equal Target Bonus amounts due to rounding of 25% individual attainment metrics. |
Executive | | | Stock Options (#) | | | RSUs (#) | | | Total Target Equity Value(1) |
Jeremy Bender | | | 244,000 | | | 76,000 | | | $4,800,000 |
Charles York, II | | | 116,000 | | | 36,000 | | | $2,300,000 |
Samuel Blackman | | | 72,000 | | | 23,000 | | | $1,436,000 |
Adam Dubow | | | 90,000 | | | 28,000 | | | $1,788,000 |
(1) | The number of stock options and RSUs delivered to our NEOs is calculated using the DAWN Nasdaq closing price 30-day trailing average as of 12/31/2022, which differs from the accounting value reported in the Summary Compensation Table. |
Name and Principal Position | | | Fiscal Year | | | Salary ($) | | | Bonus | | | Option Awards(1) | | | Stock Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | Total ($) |
Jeremy Bender(4) Chief Executive Officer and President | | | 2022 | | | 610,000 | | | — | | | 3,361,436 | | | 812,820 | | | 290,000 | | | 5,074,256 |
| 2021 | | | 523,021 | | | — | | | 13,756,228 | | | 5,168,061 | | | 313,800 | | | 19,761,110 | ||
Charles York II Chief Operating Officer and Chief Financial Officer | | | 2022 | | | 495,000 | | | — | | | 1,278,531 | | | 313,720 | | | 220,000 | | | 2,307,251 |
| 2021 | | | 396,042 | | | 100,000(5) | | | 4,670,232 | | | 2,534,266 | | | 218,300 | | | 7,918,840 | ||
Samuel Blackman Co-Founder and Chief Medical Officer | | | 2022 | | | 470,000 | | | — | | | 1,143,057 | | | 270,940 | | | 181,000 | | | 2,064,997 |
| 2021 | | | 422,568 | | | — | | | 1,815,322 | | | 493,000 | | | 205,000 | | | 2,935,890 |
Name and Principal Position | | | Fiscal Year | | | Salary ($) | | | Bonus | | | Option Awards(1) | | | Stock Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) |
Jeremy Bender(5) Chief Executive Officer and President | | | 2023 | | | 647,000 | | | — | | | 4,086,399 | | | 1,779,160 | | | 388,200 | | | 13,200 | | | 6,913,959 |
| 2022 | | | 610,000 | | | — | | | 3,361,436 | | | 812,820 | | | 290,000 | | | 12,200 | | | 5,086,456 | ||
| 2021 | | | 523,021 | | | — | | | 13,756,228 | | | 5,168,061 | | | 313,800 | | | — | | | 19,761,110 | ||
Charles N. York II Chief Operating Officer, Chief Financial Officer and Secretary | | | 2023 | | | 515,000 | | | — | | | 1,943,333 | | | 842,760 | | | 231,800 | | | 13,200 | | | 3,546,093 |
| 2022 | | | 495,000 | | | — | | | 1,278,531 | | | 313,720 | | | 220,000 | | | 12,200 | | | 2,319,451 | ||
| 2021 | | | 396,042 | | | 100,000(6) | | | 4,670,232 | | | 2,534,266 | | | 218,300 | | | — | | | 7,918,840 | ||
Samuel Blackman Co-Founder and Head of Research and Development | | | 2023 | | | 500,000 | | | — | | | 1,206,462 | | | 538,430 | | | 227,300 | | | 13,200 | | | 2,485,392 |
| 2022 | | | 470,000 | | | — | | | 1,143,057 | | | 270,940 | | | 181,000 | | | 12,200 | | | 2,077,197 | ||
| 2021 | | | 422,568 | | | — | | | 1,815,322 | | | 493,000 | | | 205,000 | | | — | | | 2,935,890 | ||
Adam Dubow General Counsel and Chief Compliance Officer | | | 2023 | | | 425,000 | | | — | | | 1,509,573 | | | 655,480 | | | 170,000 | | | 13,200 | | | 2,773,253 |
(1) | The amounts reported in the Option Awards column represent the aggregate grant date fair value of the stock options awarded to the |
(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 during the year ended December 31, 2021 and RSU awards granted under our 2021 Equity Incentive Plan and 2022 Equity Inducement Plan to the |
(3) | Amounts represent cash bonus amounts for fiscal year 2023, 2022 and 2021, as applicable, awarded to our |
(4) | The amounts reported in the All Other Compensation column represent 401(k) plan matching contributions paid by the Company. The Company elected to not make matching contributions under the 401(k) plan for the year ended December 31, 2021. |
(5) | Dr. Bender is also a member of our board of directors but does not receive any additional compensation in his capacity as a director. |
(6) | 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. |
| | | | | | Estimated future payouts under non- equity incentive plan awards(1) | | | All other stock awards: Number of shares of stock or units (#) | | | All other option awards: Number of securities underlying options (#) | | | Exercise price of option awards ($/Share) | | | Grant date fair value of stock and option awards(2) | |||||||||
Name | | | Award Type | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | |||||||||||
Jeremy Bender | | | Stock Option Award Restricted Stock Award Performance-based Annual Cash Bonus | | | 1/17/2023 | | | — | | | — | | | — | | | — | | | 244,000 | | | 23.41 | | | 4,086,399 |
| 1/17/2023 | | | — | | | — | | | — | | | 76,000 | | | — | | | — | | | 1,779,160 | |||||
| — | | | — | | | 388,000 | | | — | | | — | | | — | | | — | | | — | |||||
Charles N. York II | | | Stock Option Award Restricted Stock Award Performance-based Annual Cash Bonus | | | 1/17/2023 | | | — | | | — | | | — | | | — | | | 116,000 | | | 23.41 | | | 1,943,333 |
| 1/17/2023 | | | — | | | — | | | — | | | 36,000 | | | — | | | — | | | 842,760 | |||||
| — | | | — | | | 232,000 | | | — | | | — | | | — | | | — | | | — | |||||
Samuel Blackman | | | Stock Option Award Restricted Stock Award Performance-based Annual Cash Bonus | | | 1/17/2023 | | | — | | | — | | | — | | | — | | | 72,000 | | | 23.41 | | | 1,206,462 |
| 1/17/2023 | | | — | | | — | | | — | | | 23,000 | | | — | | | — | | | 538,430 | |||||
| — | | | — | | | 227,000 | | | — | | | — | | | — | | | — | | | — | |||||
Adam Dubow | | | Stock Option Award Restricted Stock Award Performance-based Annual Cash Bonus | | | 1/17/2023 | | | — | | | — | | | — | | | — | | | 90,000 | | | 23.41 | | | 1,509,579 |
| 1/17/2023 | | | — | | | — | | | — | | | 28,000 | | | — | | | — | | | 655,480 | |||||
| — | | | — | | | 170,000 | | | — | | | — | | | — | | | — | | | — |
(1) | Represents the target performance-based incentive annual cash bonus the NEOs could earn pursuant to the annual short term incentive plan, as described in “Performance-based Annual Cash Bonus” above. The performance-based annual cash bonus incentive plan does not include any threshold or maximum amounts established. |
(2) | The Stock Option Award and Restricted Stock Award amounts represent the aggregate grant date fair value of the stock options and restricted stock units awarded to the NEOs under our 2021 Equity Incentive Plan during the year ended December 31, 2023 calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the Stock Option Awards 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, 2023. 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 NEO from the awards. |
| | Option Awards(1) | | Stock Awards | | | Option Awards | | Stock Awards | |||||||||||||||||||||||||||||||||
Name | | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of shares or units of stock that have not vested (#) | | Market value of shares or units of stock that have not vested (#)(4) | | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | 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 (#)(6) | ||||||||||||||
Jeremy Bender | | | 01/18/2022 | | 90,973 | | 306,027 | | 14.26 | | 1/18/2032 | | — | | — | | | 1/17/2023(1) | | 55,913 | | 188,087 | | 23.41 | | 1/17/2033 | | — | | — | ||||||||||||
| 05/26/2021 | | 14,698 | | 12,452 | | 16.00 | | 5/26/2031 | | — | | — | | 1/18/2022(1) | | 190,225 | | 206,775 | | 14.26 | | 1/18/2032 | | — | | — | |||||||||||||||
| 05/26/2021 | | 128,446 | | 179,838 | | 16.00 | | 5/26/2031 | | — | | — | | 5/26/2021(1) | | 21,490 | | 5,660 | | 16.00 | | 5/26/2031 | | — | | — | |||||||||||||||
| 05/26/2021 | | 446,376 | | 681,324 | | 16.00 | | 5/26/2031 | | — | | — | | 5/26/2021(1) | | 205,510 | | 102,774 | | 16.00 | | 5/26/2031 | | — | | — | |||||||||||||||
| 01/18/2022(2) | | — | | — | | — | | — | | 42,752 | | 920,023 | | 5/26/2021(1) | | 728,302 | | 399,398 | | 16.00 | | 5/26/2031 | | — | | — | |||||||||||||||
| 04/06/2021(3) | | — | | — | | — | | — | | 190,820 | | 4,106,446 | | 1/17/2023(2) | | — | | — | | — | | — | | 57,000 | | 832,200 | |||||||||||||||
| 10/06/2020(3) | | — | | — | | — | | — | | 657,007 | | 14,138,791 | | 1/18/2022(2) | | — | | — | | — | | — | | 28,504 | | 416,158 | |||||||||||||||
Charles York | | | 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 | |||||||||||||||||||||||||||||
Jeremy Bender | | | 4/06/2021(3) | | — | | — | | — | | — | | 109,040 | | 1,591,984 | |||||||||||||||||||||||||||
| 10/6/2020(3) | | — | | — | | — | | — | | 281,575 | | 4,110,995 | |||||||||||||||||||||||||||||
| 1/17/2023(1) | | 26,576 | | 89,424 | | 23.41 | | 1/17/2033 | | — | | — | |||||||||||||||||||||||||||||
| 1/18/2022(1) | | 72,350 | | 78,650 | | 14.26 | | 1/18/2032 | | — | | — | |||||||||||||||||||||||||||||
| 5/26/2021(1) | | 168,123 | | 69,244 | | 16.00 | | 5/26/2031 | | — | | — | |||||||||||||||||||||||||||||
| 5/26/2021(1) | | 168,109 | | 92,191 | | 16.00 | | 5/26/2031 | | — | | — | |||||||||||||||||||||||||||||
| 1/17/2023(2) | | — | | — | | — | | — | | 27,000 | | 394,200 | |||||||||||||||||||||||||||||
| 1/18/2022(2) | | — | | — | | — | | — | | 11,000 | | 160,600 | |||||||||||||||||||||||||||||
| 2/25/2021(3) | | — | | — | | — | | — | | 98,462 | | 1,437,545 | |||||||||||||||||||||||||||||
Samuel Blackman | | | 01/18/2022 | | 30,932 | | 104,068 | | 14.26 | | 1/18/2032 | | — | | — | | | 1/17/2023(1) | | 16,500 | | 55,500 | | 23.41 | | 1/17/2033 | | — | | — | ||||||||||||
| 05/26/2021 | | 24,229 | | 33,938 | | 16.00 | | 5/26/2031 | | — | | — | | 1/18/2022(1) | | 64,676 | | 70,324 | | 14.26 | | 1/18/2032 | | — | | — | |||||||||||||||
| 05/26/2021 | | 53,395 | | 81,505 | | 16.00 | | 5/26/2031 | | — | | — | | 5/26/2021(1) | | 38,768 | | 19,399 | | 16.00 | | 5/26/2031 | | — | | — | |||||||||||||||
| 01/18/2022(2) | | — | | — | | — | | — | | 14,252 | | 306,703 | | 5/26/2021(1) | | 87,115 | | 47,785 | | 16.00 | | 5/26/2031 | | — | | — | |||||||||||||||
| 04/06/2021(3) | | — | | — | | — | | — | | 36,008 | | 774,892 | | 1/17/2023(2) | | — | | — | | — | | — | | 17,252 | | 251,879 | |||||||||||||||
Samuel Blackman | | 1/18/2022(2) | | — | | — | | — | | — | | 9,504 | | 138,758 | ||||||||||||||||||||||||||||
| 4/06/2021(3) | | — | | — | | — | | — | | 20,576 | | 300,410 | |||||||||||||||||||||||||||||
| | 1/17/2023(1) | | 20,625 | | 69,375 | | 23.41 | | 1/17/2033 | | — | | — | ||||||||||||||||||||||||||||
| 10/31/2022(4) | | 90,124 | | 218,876 | | 21.14 | | 10/31/2032 | | — | | — | |||||||||||||||||||||||||||||
| 1/17/2023(2) | | — | | — | | — | | — | | 21,000 | | 306,600 | |||||||||||||||||||||||||||||
| 10/31/2022(5) | | — | | — | | — | | — | | 35,550 | | 519,030 |
(1) |
(2) | Reflects shares underlying RSU awards: 1/ |
(3) | Reflects unvested common stock received by our |
(4) | Reflects option awards: 1/4th of the option award shall vest on the one-year anniversary of the vesting commencement date and an additional 1/48th shall vest monthly thereafter, until the options subject to the option award are fully vested or vesting terminates pursuant to the terms of our 2022 Equity Inducement Plan. |
(5) | Reflects shares underlying RSU awards: 1/4th of the shares subject to the RSU shall vest on November 15, 2023 and an additional 1/16th of the shares subject to the RSU shall vest on each February 15, May 15, August 15 and November 15 thereafter, until the shares subject to the RSU are fully vested or vesting terminates pursuant to the terms of our 2022 Equity Inducement Plan. |
(6) | Values in this column are calculated using a price per share of |
| | Option Awards | | | Stock Awards | |||||||
Name | | | Number of shares acquired on exercise (#) | | | Value realized on exercise ($) | | | Number of shares acquired on vesting (#) | | | Value realized on vesting ($)(1) |
Jeremy Bender | | | — | | | — | | | 490,460 | | | 7,279,075 |
Charles N. York II | | | — | | | — | | | 98,888 | | | 1,448,458 |
Samuel Blackman | | | — | | | — | | | 25,925 | | | 382,850 |
Adam Dubow | | | — | | | — | | | 18,850 | | | 246,752 |
(1) | The value realized on vesting is based on the closing price per share of our common stock on the vesting date, multiplied by the number of shares of common stock and restricted stock that vested. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred during 2023. |
| | Qualifying Termination of Employment - No Change-of-Control | | | Qualifying Termination of Employment - Change-of-Control | |||||||||||||||||||
Name | | | Cash Severance Payment ($)(1) | | | Medical Benefits Continuation ($)(2) | | | Accelerated Vesting of Equity Awards ($)(3) | | | Total | | | Cash Severance Payment ($)(4) | | | Medical Benefits Continuation ($)(5) | | | Accelerated Vesting of Equity Awards ($)(3) | | | Total |
Jeremy Bender | | | 647,000 | | | 43,105 | | | 5,888,826 | | | 6,578,931 | | | 2,070,400 | | | 86,211 | | | 7,086,317 | | | 9,242,928 |
Charles N. York II | | | 386,250 | | | 23,044 | | | 1,117,137 | | | 1,526,431 | | | 1,120,125 | | | 30,726 | | | 2,043,685 | | | 3,194,536 |
Samuel Blackman | | | 378,750 | | | 32,329 | | | 314,509 | | | 725,585 | | | 1,098,375 | | | 43,105 | | | 736,947 | | | 1,878,428 |
Adam Dubow(6) | | | 318,750 | | | — | | | 206,386 | | | 525,136 | | | 892,500 | | | — | | | 825,630 | | | 1,718,130 |
(1) | The cash severance payment amount was determined based on the base salaries in effect on December 31, 2023. |
(2) | Represents nine months (or in the case of Mr. Bender, 12 months) of cash payments equal to the monthly employer COBRA payments for continuation of health insurance. |
(3) | The value of option acceleration is based on the number of shares of common stock associated with the vested and unexercised and the unvested portion of the awards that accelerate multiplied by the difference between $14.60 and the per share exercise price of the stock options. The value of common stock and RSU acceleration is based on the number of shares of common stock associated with the unvested portion the awards that accelerate multiplied by $14.60. |
(4) | The cash severance payment amount was determined based on the base salaries and bonus opportunities in effect on December 31, 2023. |
(5) | Represents 18 months (or in the case of Mr. Bender, 24 months) of cash payments equal to the monthly employer COBRA payments for continuation of health insurance. |
(6) | Mr. Dubow has elected to not participate in the Company’s medical benefits. |
Year(1) | | | Summary Compensation Table Total for PEO ($)(2) | | | Compensation Actually Paid For PEO ($)(3) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | | | Average Compensation Actually Paid for Non-PEO NEOs ($)(4) | | | Value of Initial Fixed $100 Investment Based on: | | |||||
| Total Shareholder Return ($)(5) | | | Peer Group Total Shareholder Return ($)(6) | | | Net Income (Loss) ($) | ||||||||||||||
2023 | | | 6,913,959 | | | (9,653,551) | | | 2,934,914 | | | (945,110) | | | 56 | | | 94 | | | (188,917,000) |
2022 | | | 5,086,456 | | | 12,585,855 | | | 2,198,324 | | | 3,989,344 | | | 83 | | | 90 | | | (142,181,000) |
2021 | | | 19,761,110 | | | 22,201,175 | | | 5,427,365 | | | 7,770,283 | | | 65 | | | 100 | | | (70,645,000) |
(1) | Jeremy Bender served as the Company’s Principal Executive (our “PEO”) for the entirety of fiscal years 2021, 2022, and 2023. The Company’s other non-PEO NEOs for the indicated fiscal years were as follows: |
– | 2023: Charles York, II, Samuel Blackman, and Adam Dubow |
– | 2021 and 2022: Charles York, II and Samuel Blackman |
(2) | Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the non-PEO NEOs in the indicated year for such years. |
(3) | Amounts reported in these columns represent the compensation actually paid to our PEO for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below: |
| | | | 2021 ($) | | | 2022 ($) | | | 2023 ($) | ||
| | Summary Compensation Table - Total Compensation(a) | | | 19,761,110 | | | 5,086,456 | | | 6,913,959 | |
- | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | | | 18,924,289 | | | 4,174,256 | | | 5,865,559 |
+ | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | | | 21,251,082 | | | 5,759,191 | | | 2,317,141 |
+/- | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | | | — | | | 7,488,830 | | | (7,618,215) |
+ | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | | | 113,272 | | | 1,315,382 | | | 721,743 |
+/- | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | | | — | | | (2,889,748) | | | (6,122,619) |
- | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Applicable Fiscal Year(g) | | | — | | | — | | | — |
= | | | Compensation Actually Paid | | | 22,201,175 | | | 12,585,855 | | | (9,653,551) |
(a) | Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |
(b) | Represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table granted to the PEO during the indicated fiscal year, computed in accordance with ASC 718. |
(c) | Represents the aggregate fair value as of the applicable fiscal year-end of the PEO's outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with ASC 718. |
(d) | Represents the aggregate change in fair value during the applicable fiscal year of the outstanding and unvested stock awards and option awards held by the PEO as of the last day of the applicable fiscal year (from the end of the prior fiscal year), computed in accordance with ASC 718.. |
(e) | Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to the PEO and vested during the same applicable fiscal year, computed in accordance with ASC 718. |
(f) | Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the PEO that was granted in a prior fiscal year and which vested during the applicable fiscal year, computed in accordance with ASC 718. |
(g) | Represents the aggregate fair value as of the last day of the prior fiscal year of the PEOs stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions during the applicable fiscal year, computed in accordance with ASC 718. |
(4) | Amounts reported in this column represent the compensation actually paid to the non-PEO NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |
| | | | 2021 ($) | | | 2022 ($) | | | 2023 ($) | ||
| | Summary Compensation Table - Total Compensation(a) | | | 5,427,365 | | | 2,198,324 | | | 2,934,914 | |
- | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | | | 4,756,410 | | | 1,503,124 | | | 2,232,014 |
+ | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | | | 7,099,328 | | | 2,074,024 | | | 881,521 |
+/- | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | | | — | | | 1,321,669 | | | (1,730,931) |
+ | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | | | — | | | 473,622 | | | 274,593 |
+/- | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | | | — | | | (575,172) | | | (1,073,193) |
- | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | | | — | | | — | | | — |
= | | | Compensation Actually Paid | | | 7,770,283 | | | 3,989,344 | | | (945,110) |
(a) | Represents the average “Total Compensation” as reported in the Summary Compensation Table for the non-PEO NEOs (as a group) in the applicable fiscal year. |
(b) | Represents the average of the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table granted to our non-PEO NEOs (as a group) during the applicable fiscal year, computed in accordance with ASC 718. |
(c) | Represents the average aggregate fair value as of the applicable fiscal year-end of our non-PEO NEOs’ (as a group) outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with ASC 718. |
(d) | Represents the average aggregate change in fair value during the applicable fiscal year of the outstanding and unvested stock awards and option awards held by our non-PEO NEOs (as a group) as of the last day of the applicable fiscal year, computed in accordance with ASC 718. |
(e) | Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to our non-PEO NEOs (as a group) and vested during the same applicable fiscal year, computed in accordance with ASC 718. |
(f) | Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by our non-PEO NEOs (as a group) that was granted in a prior fiscal year and which vested during the applicable fiscal year, computed in accordance with ASC 718. |
(g) | Represents the average aggregate fair value as of the last day of the prior fiscal year of our non-PEO NEOs’ (as a group) stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the applicable fiscal year, computed in accordance with ASC 718. |
(5) | Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on May 27, 2021, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance. |
(6) | The TSR Peer Group is the Nasdaq Biotechnology Index (NBI). This calculation assumes that $100 was invested in this index on May 27, 2021 (aligned with the period used in footnote #5 above). |
Plan category | | | Number of securities to be issued upon exercise of outstanding securities (#) | | | Weighted- average exercise price of outstanding options ($)(1) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column) (#) |
Equity compensation plans approved by security holders | | | 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 | | | 10,198,662 | | | | | 2,941,531 |
Plan category | | | Number of securities to be issued upon vesting and exercise of outstanding securities (#) | | | Weighted- average exercise price of outstanding options ($)(1) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column) (#) |
Equity compensation plans approved by security holders | | | 11,456,307(2) | | | 17.00 | | | 3,680,760(3) |
Equity compensation plans not approved by security holders(4) | | | 344,550 | | | 21.14 | | | 643,600 |
Total | | | 11,800,857 | | | | | 4,324,360 |
(1) | The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, since RSUs have no exercise price. |
(2) | Excludes |
(3) | As of December 31, |
(4) | Represents shares subject to our 2022 Equity Inducement Plan. |
Name of stockholder | | | Number of Series B redeemable convertible preferred shares | | | Total purchase price ($) |
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 |
Affiliates of RA Capital(4) | | | 2,965,588 | | | 39,999,987 |
Name of stockholder | | | Number of shares of common stock (#) | | | Total purchase price ($) |
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 |