UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)14a-6(e)(2))

Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12

 

Definitive Proxy Statement

 

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

UNUM THERAPEUTICS INC.Cogent Biosciences, Inc.

(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 No fee required.
 Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 (1) 

Title of each class of securities to which transaction applies:

 

 (2) 

Aggregate number of securities to which transaction applies:

     

 (3) 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

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Total fee paid:

     

 Fee paid previously with preliminary materials.
 Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1.Amount Previously Paid:
 (1) 

Amount Previously Paid:

     

2.(2) 

Form, Schedule or Registration Statement No.:

 (3) 

3.Filing Party:

 (4) 

4.Date Filed:

     

 

 

 


LOGO

UNUM THERAPEUTICS INC.LOGO

200 Cambridge Park Drive, Suite 3100

2500, Cambridge, Massachusetts 02140

NOTICE OF 2019THE 2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 16, 2021

To be held June 18, 2019the Stockholders of Cogent Biosciences, Inc.:

Notice is hereby given that the 2019Cogent Biosciences, Inc. (the “Company”) will hold its 2021 Annual Meeting of Stockholders or(the “Annual Meeting”) on Wednesday, June 16, 2021, at 9:00 a.m. (Eastern Time). The Annual Meeting of Unum Therapeutics Inc.will be a virtual meeting conducted exclusively online via live audio webcast at www.virtualshareholdermeeting.com/COGT2021. The Annual Meeting will be held on June 18, 2019 at 8:00 a.m. Eastern Time at AC Hotel Boston Cambridge, Alewife A Meeting Space, 10 Acorn Park Drive, Cambridge, Massachusetts 02140. The purpose offor the Annual Meeting isfollowing purposes, as more fully described in the following:accompanying proxy statement (the “Proxy Statement”):

 

 1.(1)

To elect one class Ithe two Class III director to our board of directors,nominees named in the Proxy Statement to serve until the 2022 annual meeting2024 Annual Meeting of stockholdersStockholders and until her successor has beentheir successors are duly elected and qualified or until her earlier death, resignation or removal;(“Proposal 1”);

 

 2.(2)

To approve an increase of 6,000,000 shares reserved for issuance pursuant to our 2018 Stock Option and Incentive Plan (“Proposal 2”);

(3)

To ratify the appointmentselection of PricewaterhouseCoopers LLP as ourthe Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019;2021 (“Proposal 3”); and

 

 3.(4)

To transact any other businessmatters that may properly broughtcome before the Annual Meeting or any adjournmentadjournments or postponement of the Annual Meeting.postponements thereof.

The proposal for the election of directors relates solely to the election of class I directors nominated by the Board of Directors.

Directors has fixed April 26, 2021 as the record date. Only Unum Therapeutics Inc. stockholders of record at the close of business on April 22, 2019,that date will be entitled to notice of, and to vote at, the Annual Meeting andor any adjournment or postponement thereof.

WeInstructions for accessing the virtual Annual Meeting are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials overprovided in the Internet. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or Notice, insteadStatement. In the event of a paper copytechnical malfunction or other situation that the chairman of our proxy materials and our 2018the Annual ReportMeeting determines may affect the ability of the Annual Meeting to Stockholders,satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or 2018that otherwise makes it advisable to adjourn the Annual Report. The Notice contains instructions on how to access those documents and to cast your vote viaMeeting, the Internet. The Notice also contains instructions on how to request a paper copychairman or secretary of our proxy materials and our 2018the Annual Report. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Your vote is important. Whether or not you are able to attendMeeting will convene the meeting in person, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attendat 10:00 a.m. Eastern Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by submitting your proxy via the Internet atchairman or secretary of the address listedAnnual Meeting. Under either of the foregoing circumstances, we will post information regarding the announcement on the proxy card or by signing, dating and returningInvestors page of the proxy card.Company’s website at https://investors.cogentbio.com/.

 

By orderOrder of the Board of Directors,

/s/ Andrew Robbins

/s/ Charles Wilson, Ph.D.Andrew Robbins

Charles Wilson, Ph.D.
President and

Chief Executive Officer, President and Director

Cambridge, Massachusetts

April 30, 2021

Whether or not you expect to participate in the virtual Annual Meeting, please vote as promptly as possible in order to ensure your representation at the Annual Meeting. You may vote online or, if you requested printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.

Cambridge, Massachusetts

April 30, 2019


Table of ContentsTABLE OF CONTENTS

 

   Page 

QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENTMATERIALS AND VOTING

   1 

PROPOSAL NO. 1 –1: ELECTION OF CLASS I DIRECTORS

   56 

PROPOSAL NO. 2 – RATIFICATION2: APPROVAL OF THE APPOINTMENTAN AMENDMENT AND RESTATEMENT OF PRICEWATERHOUSECOOPERS LLP AS UNUM’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019OUR 2018 STOCK OPTION AND INCENTIVE PLAN

   10 

CORPORATE GOVERNANCEPROPOSAL 3: RATIFICATION OF AUDITOR SELECTION

   1118 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSCORPORATE GOVERNANCE

   2320 

PRINCIPAL STOCKHOLDERSEXECUTIVE OFFICERS

25

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   27 

REPORT OF THE AUDIT COMMITTEEEXECUTIVE COMPENSATION

   28 

HOUSEHOLDINGCERTAIN INFORMATION ABOUT OUR COMMON STOCK

   2934 

STOCKHOLDER PROPOSALSCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

   2938 

OTHER MATTERS

   2940

APPENDIX A

A-1 

LEGAL MATTERS

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Stockholders to Be Held on June 16, 2021. The Proxy Statement and Annual Report for the year ended December 31, 2020 are available at www.proxyvote.com.

Forward-Looking Statements. The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical facts, included in the Proxy Statement are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement.

 

i


LOGO

UNUM THERAPEUTICS INC.LOGO

200 Cambridge Park Drive, Suite 3100

2500, Cambridge, Massachusetts 02140

PROXY STATEMENT

FOR THE 20192021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 18, 2019QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING

ThisWhat Is the Purpose of These Proxy Materials?

We are making these proxy statement contains information aboutmaterials available to you in connection with the 2019solicitation of proxies by the Board of Directors (the “Board”) of Cogent Biosciences, Inc. (“we,” “us,” “our” or the “Company”) for use at the 2021 Annual Meeting of Stockholders or the Annual Meeting, of Unum Therapeutics Inc., which will(the “Annual Meeting”) to be held virtually on June 18, 201916, 2021 at 8:9:00 a.m. Eastern Time, at AC Hotel Boston Cambridge, Alewife A Meeting Space, 10 Acorn Park Drive, Cambridge, Massachusetts 02140. The board of directors of Unum Therapeutics Inc. is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “Unum,” “we,” “us,” and “our” refer to Unum Therapeutics Inc. The mailing address of our principal executive offices is Unum Therapeutics Inc., 200 Cambridge Park Drive, Suite 3100, Cambridge, Massachusetts 02140.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in the accompanying Notice of Meeting. You may revoke your proxyor at any other time before it is exercised at the meeting by giving our corporate secretary written noticefollowing adjournment or postponement thereof. You are invited to that effect.

We made this proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2018 available to stockholders on May 2, 2019.

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provideparticipate in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering in June 2018; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.07 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission. Even after we are no longer an “emerging growth company,” we may remain a “smaller reporting company.”

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting and Stockholders as of Stockholdersthe record date are eligible to be Heldvote on June 18, 2019:the proposals described in this Proxy Statement. The proxy materials are first being made available to our stockholders on or about April 30, 2021.

This proxy statement and our 2018 Annual ReportWhy Did I Receive a Notice of Internet Availability?

Pursuant to Stockholders are

available for viewing, printing and downloading at www.edocumentview.com/UMRX

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with theU.S. Securities and Exchange Commission (SEC), except for exhibits, will be furnished without charge to any stockholder upon written request to Unum Therapeutics Inc., 200 Cambridge Park Drive, Suite 3100, Cambridge, Massachusetts 02140, Attention: Corporate Secretary. This proxy statement and our Annual Report on Form 10-K for(“SEC”) rules, we are furnishing the fiscal year ended December 31, 2018 are also available on the SEC’s website at www.sec.gov.

UNUM THERAPEUTICS INC.

PROXY STATEMENT

FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?

We have elected to provide access to our proxy materials to our stockholders primarily via the Internet. Accordingly, on or about May 2, 2019, we will beginInternet instead of mailing printed copies. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials and reduce the environmental impact of our Annual Meeting. If you received a Notice of Internet Availability of Proxy Materials or Notice. Our proxy materials, including the Notice of 2019 Annual Meeting of Stockholders, this proxy statement and the accompanying proxy card or, for shares held in street name (i.e. held for your account by a broker or other nominee)(the “Notice”), a voting instruction form, and the 2018 Annual Report to Stockholders, or 2018 Annual Report,you will be mailed or made available to stockholders on the Internet on or about the same date.

Why did Inot receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, for most stockholders, we are providing access to our proxy materials over the Internet rather than printing and mailing our proxy materials. We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, the Notice was mailed to holders of record and beneficial owners of our common stock starting on or about May 2, 2019. The Notice provides instructions as to how stockholders may access and review our proxy materials, including the Notice of 2019 Annual Meeting of Stockholders, this proxy statement, the proxy card and our 2018 Annual Report, on the website referred to in the Notice or, alternatively, how to request that aprinted copy of the proxy materials including a proxy card, be sent to them by mail.unless you request one. The Notice also provides voting instructions.instructions on how to access the proxy materials for the Annual Meeting via the Internet, how to request a printed set of proxy materials and how to vote your shares.

Why Are We Holding a Virtual Annual Meeting?

We have adopted a virtual meeting format for the Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location. We believe this expands stockholder access, improves communications and lowers our costs while reducing the environmental impact of the meeting. Utilizing a virtual meeting format is particularly important to protect our stockholders and employees in light of the evolving public health and safety considerations posed by the ongoing coronavirus (COVID-19) pandemic. In addition,structuring our virtual Annual Meeting, our goal is to enhance rather than constrain stockholder participation in the meeting, and we have designed the meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.

Who Can Vote?

Only stockholders of record may request to receive the proxy materials in printed form by mail or electronically bye-mail on an ongoing basis for future stockholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of 2019 Annual Meeting of Stockholders, this proxy statement and our 2018 Annual Report are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this proxy statement.

Who is soliciting my vote?

Our Board of Directors, or the Board of Directors, is soliciting your vote for the Annual Meeting.

When is the record date for the Annual Meeting?

The record date for determination of stockholders entitled to vote at the Annual Meeting is the close of business on April 22, 2019.

How many votes can be cast by all stockholders?

There were 30,118,82226, 2021 (the “Record Date”) are entitled to notice of, and to vote on, the proposals described in this Proxy Statement at the Annual Meeting. At the close of business on the Record Date, 38,410,267 shares of our common stock par value $0.001 per share, outstandingwere issued and outstanding.

What Is the Difference between Holding Shares of Common Stock as a Registered Stockholder and as a Beneficial Owner?

Registered Stockholder: Shares of Common Stock Registered in Your Name

If your shares of common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered to be, with respect to those shares of common stock, the registered stockholder, and these proxy materials are being sent directly to you by us.

Beneficial Owner: Shares of Common Stock Registered in the Name of a Broker, Fiduciary or Custodian

If your shares of common stock are held by a broker, fiduciary or custodian, you are considered the beneficial owner of shares of common stock held in “street name,” and these proxy materials are being forwarded to you from that broker, fiduciary or custodian.

How Can I Participate in the Virtual Annual Meeting?

Stockholders of record as of the close of business on April 22, 2019, all of whichthe record date are entitled to participate in and vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholderTo participate in the Annual Meeting, including to vote, ask questions and view the list of registered stockholders as of the record date during the meeting, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/COGT2021, enter the 16-digit control number found on your proxy card or Notice, and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.

We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

The meeting webcast will begin promptly at 9:00 a.m. Eastern Time. Online check-in will begin approximately 15 minutes before then, and we encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call the number listed on the meeting website for technical support. Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting at the meeting website. Regardless of whether you plan to participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to vote in advance of the Annual Meeting.

What Am I Voting on?

The proposals to be voted on at the Annual Meeting are as follows:

(1)

Election of the two Class III director nominees named in the Proxy Statement to serve until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”);

(2)

Approval of an increase of 6,000,000 shares reserved for issuance pursuant to our 2018 Stock Option and Incentive Plan (“Proposal 2”); and

(3)

Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 (“Proposal 3”).

How Does the Board Recommend That I Vote?

The Board recommends that you vote your shares of common stock “FOR” each director nominee in Proposal 1 and “FOR” Proposal 2 and Proposal 3.

What If Another Matter Is Properly Brought before the Annual Meeting?

As of the date of filing this Proxy Statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named as proxies in the proxy card to vote on such matters in accordance with their best judgment.

How Many Votes Do I Have?

Each share of common stock is entitled to one vote foron each shareproposal to be voted on at the Annual Meeting.

What Does It Mean If I Receive More Than One Set of ourProxy Materials?

If you receive more than one set of proxy materials, your shares of common stock may be registered in more than one name or held by such stockholder. Nonein different accounts. Please cast your vote with respect to each set of ourproxy materials that you receive to ensure that all of your shares of undesignated preferredcommon stock were outstanding as of April 22, 2019.are voted.

How doDo I vote?Vote?

In PersonRegistered Stockholder: Shares of Common Stock Registered in Your Name

If you are athe registered stockholder, of record, you may vote in person at the Annual Meeting. We will give you a ballot when you arrive. If you hold your shares through a bankonline during the virtual Annual Meeting (see “How Can I Participate in the Virtual Annual Meeting?” above) or broker and wish to voteby proxy in person at the meeting, you must obtain a valid proxy from the firm that holds your shares.

By Proxy

If you do not wish to vote in person or will not be attendingadvance of the Annual Meeting you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice,(at www.proxyvote.com) or, if you requested printedpaper copies of the proxy materials, by mail,completing and mailing a proxy card or by telephone (at (800) 690-6903). Even if you canplan to attend the Annual Meeting, we recommend that you also submit your vote by mailingin advance so that your proxy as describedvote will be counted if you later decide not to, or are unable to, virtually attend the Annual Meeting.

Beneficial Owner: Shares of Common Stock Registered in the proxy materials. In orderName of a Broker, Fiduciary or Custodian

If you are the beneficial owner, you may vote your shares online during the virtual Annual Meeting or you may direct your broker, fiduciary or custodian how to be counted, proxies submitted by Internet must be received by the cutoff time of 11:59 p.m. Eastern Time on June 17, 2019. Proxies submitted by mail must be received before the startvote in advance of the Annual Meeting by following the instructions they provide.

See “How Can I Participate in the Virtual Annual Meeting” above for information on how to access and participate in the Annual Meeting.

What Happens If I Do Not Vote?

Registered Stockholder: Shares of Common Stock Registered in Your Name

If you completeare the registered stockholder and submit your proxy beforedo not vote by attending the Annual Meeting virtually, vote by proxy using the persons named as proxies willenclosed proxy card or vote by proxy via telephone or the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions,Internet, your shares of common stock will not be voted in the manner recommended by the Board of Directors on all matters presented in this proxy statement, and as the persons named as

proxies may determine in their discretion with respect to any other matters properly presented at the Annual Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.

If any other matters are properly presented for consideration at the Annual Meeting including, among other things, considerationand will not be counted toward the quorum requirement.

Beneficial Owner: Shares of Common Stock Registered in the Name of a motion to adjournBroker, Fiduciary or Custodian

If you are the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxybeneficial owner and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

How do I revoke my proxy?

You may revokedirect your proxy by (1) following the instructions on the Notice and entering a new vote by mail that we receive before the start of the Annual Meetingbroker, fiduciary or over the Internet by the cutoff time of 11:59 p.m. Eastern Time on June 17, 2019, (2) attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not in and of itself revoke a proxy), or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or sent to our principal executive offices at Unum Therapeutics Inc., 200 Cambridge Park Drive, Suite 3100, Cambridge, Massachusetts 02140, Attention: Corporate Secretary.

If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find outcustodian how to change your vote.

How is a quorum reached?

Our Amended and Restated Bylaws, or bylaws, provide that a majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” and broker“non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

How is the vote counted?

Under our bylaws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our Amended and Restated Certificate of Incorporation, or certificate of incorporation, or bylaws. Abstentions and broker“non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have an impact on such proposals. A broker“non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item, and has not received instructions from the beneficial owner.

If your shares are held in “street name” by a brokerage firm, your brokerage firm is required to vote your shares according toof common stock, your instructions. If you do not give instructions to your brokerage firm, the brokerage firmbroker, fiduciary or custodian will stillonly be able to vote your shares with respect to certain “discretionary” items, but willproposals considered to be “routine.” Your broker, fiduciary or custodian is not be allowedentitled to vote your shares with respect tonon-discretionary”non-routine” items. Proposal No. 1 isproposals, which we refer to as a “broker “non-discretionary”non-vote.” item.

What If I Sign and Return a Proxy Card or Otherwise Vote but Do Not Indicate Specific Choices?

Registered Stockholder: Shares of Common Stock Registered in Your Name

The shares of common stock represented by each signed and returned proxy will be voted at the Annual Meeting by the persons named as proxies in the proxy card in accordance with the instructions indicated on the proxy card. However, if you do not instructare the registered stockholder and sign and return your broker how toproxy card without giving specific instructions, the persons named as proxies in the proxy card will vote your shares in accordance with respect to this proposal, your broker may not vote for this proposal, and those votesthe recommendations of the Board. Your shares will be counted astoward the quorum requirement.

Beneficial Owner: Shares of Common Stock Registered in the Name of a Broker, Fiduciary or Custodian

If you are the beneficial owner and sign and return your voting instruction form without giving specific instructions, your broker,“non-votes.” Proposal No. 2 is considered to be a discretionary item, and your brokerage firm fiduciary or custodian will only be able to vote your shares with respect to proposals considered to be “routine.” Your broker, fiduciary or custodian is not entitled to vote your shares of common stock with respect to “non-routine” proposals, resulting in a broker non-vote with respect to such proposals.

Can I Change My Vote after I Submit My Proxy?

Registered Stockholder: Shares of Common Stock Registered in Your Name

If you are the registered stockholder, you may revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways:

(1)

You may complete and submit a new proxy card, but it must bear a later date than the original proxy card;

(2)

You may submit new proxy instructions via telephone or the Internet; or

(3)

You may vote by attending the Annual Meeting virtually. However, your virtual attendance at the Annual Meeting will not, by itself, revoke your proxy.

Your last submitted vote is the one that will be counted.

Beneficial Owner: Shares of Common Stock Registered in the Name of a Broker, Fiduciary or Custodian

If you are the beneficial owner, you must follow the instructions you receive from your broker, fiduciary or custodian with respect to changing your vote.

What Is the Quorum Requirement?

The holders of a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting must be present at the Annual Meeting, either virtually or represented by proxy, to constitute a quorum. A quorum is required to transact business at the Annual Meeting.

Your shares will be counted toward the quorum only if you submit a valid proxy (or a valid proxy is submitted on this proposal evenyour behalf by your broker, fiduciary or custodian) or if it does not receive instructions from you.you attend the Annual Meeting virtually and vote. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no

To

quorum, the chairman of the Annual Meeting or the holders of a majority of shares of common stock virtually present at the Annual Meeting, either personally or by proxy, may adjourn the Annual Meeting to another time or date.

How Many Votes Are Required to Approve Each Proposal and How Are Votes Counted?

Votes will be counted by Borden Consulting Group, the Inspector of Elections appointed for the Annual Meeting.

Proposal 1: Election of Directors

A nominee will be elected as a director at the director nominated via Proposal No. 1 must receiveAnnual Meeting if the nominee receives a plurality of the votes cast and entitled“FOR” his or her election. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Proposal 1 is expected to be considered a non-routine voting matter on which brokers may not have discretion to vote uninstructed shares. Broker non-votes and votes that are withheld will not be counted as votes cast on the proposal, meaning that the director nominees receiving the most votes will be elected. Shares voting “withheld”matter and have no effect on the outcome of the election. We do not have cumulative voting rights for the election of directors.

Proposal 2: Approval of Amendment to the 2018 Stock Option and Incentive Plan

The majority of votes cast on the proposal is required for approval of Proposal 2. Proposal 2 is expected to be considered a non-routine voting matter on which brokers may not have discretion to vote uninstructed shares. Abstentions and broker non-votes will not be counted as votes cast on the matter.

Proposal 3: Ratification of Independent Auditor Selection

The majority of votes cast on the proposal is required for approval of Proposal 3. Abstentions will not be counted as votes cast on the matter. Proposal 3 is expected to be considered a routine voting matter on which brokers may have discretion to vote uninstructed shares.

Who paysIs Paying for This Proxy Solicitation?

Proxies will be solicited on behalf of the cost for soliciting proxies?

We are making this solicitationBoard by mail, telephone, other electronic means or in person, and we will pay the entirecosts associated with the solicitation, including the preparation, assembly, printing and mailing of the proxy materials. We may also reimburse brokers, fiduciaries or custodians for the cost of preparing and distributing the Notice and ourforwarding proxy materials to beneficial owners of shares of common stock held in “street name.”

Morrow Sodali LLC has been retained to assist in soliciting proxies for a fee of $8,500 plus distribution costs and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsibleother expenses. Our employees, officers and directors may also solicit proxies, but we will not pay additional compensation for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions,e-mails, or otherwise. We have hired Computershare Inc. to assist us in the distribution of proxy materials and the solicitation of votes described above. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies.

How may stockholders submit matters for consideration at an annual meeting?

The required notice must be in writing and received by our corporate secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, or if no annual meeting were held in the preceding year, a stockholder’s notice must be so received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs.    

In addition, any stockholder proposal intended to be included in the proxy statement for the next annual meeting of our stockholders in 2020 must also satisfy the requirements of SEC Rule14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and be received not later than January 2, 2020. If the date of the annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC.these services.

How canCan I knowFind out the voting results?Voting Results?

We planexpect to announce preliminary voting results at the Annual Meeting andMeeting. Final voting results will publish final resultsbe published in a Current Report on Form 8-K to be filed with the SEC within four business days followingafter the Annual Meeting.

PROPOSAL NO. 1 –1: ELECTION OF CLASS I DIRECTORS

Our board of directors currently consists of six members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

the class I directors are Liam Ratcliffe, M.D., Ph.D. and Robert Perez, and their terms will expire at the Annual Meeting;

the class II directors are Bruce Booth, DPhil. and Karen Ferrante, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2020; and

the class III directors are Jörn Aldag and Charles Wilson, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2021.

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

The directorships expiring this year are Class I directorships, currently filled by Liam Ratcliffe, M.D., Ph.D. and Robert Perez. Dr. Ratcliffe and Mr. Perez, who have served as a directors since 2015 and 2018, respectively, were not nominated forre-election and their terms as directors will expire at the Annual Meeting. In order to achieve a more equal balance of membership among the Company’s classes of directors in accordance with the Company’s amended and restated bylaws, it is intended that one of our current directors, Karen Ferrante, M.D., would move from Class II to Class I. To effect this, the board of directors, upon the recommendation of the nominating and corporate governance committee, has nominated Dr. Ferrante for election as a Class I director atAt the Annual Meeting, and Dr. Ferrante has provided a conditional notice of her intention to resign from Class II of the board of directors, which will only become effective if she is elected by our stockholders to Class I of the board of directors at the Annual Meeting. Assuming she is elected by the stockholders Dr. Ferrante’s designation will change from avote to elect the two Class IIIII director nominees named in this Proxy Statement to Class I director followingserve until the 2024 Annual Meeting and she will serve as a directorof Stockholders or until the annual meeting of the stockholders in 2022 and until her successor istheir successors are duly elected and qualified, or until her earlier death, resignation, or removal. If Dr. Ferrante is not elected byqualified. Our Board has unanimously nominated Andrew Robbins and Peter Harwin for election to our stockholders to Class I of the board of directors at the Annual Meeting, her conditional resignation will not take effect, and she will continue to serve as a member of the board of directors in Class II.

The nominee is presently a director, and has indicated a willingness to continue to serve as a director, if elected. If the nominee becomes unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our board of directors.

Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at leasttwo-thirds (2/3) of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

We have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape.

Nominees for Election as Class I Director

The following table identifies our director nominee, and sets forth her principal occupation and business experience during the last five years and her age as of April 22, 2019.

Name  Positions and Offices Held with Unum  

Director

Since

   Age 

Karen Ferrante, M.D.

  Director   2018    61 

Karen Ferrante, M.D.Board. Mr. Robbins has served as a member of our boardBoard since his appointment as CEO in October 2020, and Mr. Harwin has served as a member of our Board since our acquisition of Kiq Bio LLC in July 2020 (and pursuant to the terms of the related merger agreement).

The director nominees have indicated that they are willing and able to serve as directors. However, if any of the director nominees becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.

Information Regarding Director Nominees and Continuing Directors

Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class I directors, whose terms expire at the 2022 Annual Meeting of Stockholders; three Class II directors, whose terms expire at the 2023 Annual Meeting of Stockholders; and two Class III directors, who are up for election for a term expiring at the 2024 Annual Meeting of Stockholders (in all cases until their successors have been elected and qualified or until the earlier of their resignation or removal).

Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experience considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as directors, is set forth below.

Name

ClassAge
(as of April 30)

Position

Andrew Robbins

Class III45Chief Executive Officer, President and Director

Chris Cain, Ph.D.(2)

Class II37Independent Director

Karen Ferrante, M.D.(2)(3)

Class I63Independent Director

Peter Harwin(1)(3)

Class III35Chairman and Independent Director

Arlene M. Morris(1)(2)

Class II69Independent Director

Matthew E. Ros(1)(3)

Class I54Independent Director

Todd Shegog(1)(3)

Class II56Independent Director

(1)

Member of the Audit Committee

(2)

Member of the Compensation Committee

(3)

Member of the Nominating Committee

Class I Directors Continuing in Office

Karen Ferrante, M.D. Dr. Ferrante has served as a member of our Board since February 2018. Dr. Ferrante isserved as the former Chief Medical Officer and Head of Research and Development of Tokai Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, where she developedfrom April 2014 until August 2016, developing treatments for prostate cancer and other hormonally driven diseases between April 2014 and August 2016.diseases. From 2007 to July 2013, Dr. Ferrante held senior positions at Millennium Pharmaceuticals, Inc. and its parent company, Takeda Pharmaceutical Company Limited, including Chief Medical Officer and most recently as Oncology Therapeutic Area Head and Cambridge USA Site Head from May 2013 to July 2013. Dr. Ferrante previously held positions of increasing responsibility at Pfizer Global Research and Development and Bristol-Myers Squibb. Dr. Ferrante serves on the board of directors of Progenics Pharmaceuticals, Inc. (Nasdaq: PGNX), MacroGenics, Inc. (Nasdaq: MGNX), and Hutchinson China MediTechHUTCHMED (China) Limited (Nasdaq: HDM)HCM). Dr. Ferrante also served as a director of Progenics Pharmaceuticals, Inc. (Nasdaq: PGNX) from 2014 until its acquisition by Lantheus Holdings (Nasdaq: LNTH) in 2020 and Baxalta Inc., a publicly traded global biopharmaceutical company, from July 2015 until its acquisition by Shire Pharmaceuticals in June 2016. She has also served as an advisory

board member for Kazia Therapeutics (Nasdaq: KZIA) since 2016 and Trillium Therapeutics (Nasdaq: TRIL) since 2020. Dr. Ferrante holds an M.D. from Georgetown University and a B.S. in chemistry and biology from Providence College.

We believe Dr. Ferrante’s qualificationsFerrante is qualified to sitserve on our boardBoard because of directors includes her extensive leadership, scientific, business and managerial experience in the biotechnology industry and her experience and expertise serving as a member of the board of directors of several biotechnology companies.

The proxies will be voted in favor of the above nominee unless a contrary specification is made in the proxy. The nominee has consented to serve as our directors if elected. However, if the nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.

The board of directors recommends voting “FOR” the election of Karen Ferrante, M.D. as a class I director, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2022.

Directors Continuing in Office

The following table identifies our directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 22, 2019.

Name  Positions and Offices Held with Unum  Director
Since
   Class and Year
in Which Term
Will Expire
   Age 

Bruce Booth, DPhil.

  Director   2014    Class II—2020    44 

Jörn Aldag

  Director   2016    Class III—2021    60 

Charles Wilson, Ph.D.

  Chief Executive Officer, President and Director   2014    Class III—2021    54 

Class II Directors (Term Expires at 2020 Annual Meeting)Matthew E. Ros.

Bruce Booth, DPhil.has served as Chairman of our board of directors since February 2018 and as a member of our board of directors since October 2014. Dr. Booth joined Atlas Venture in 2005, and currently serves as a partner of Atlas Venture. Previously, from 2004 to 2005, Dr. Booth was a principal at Caxton Health Holdings L.L.C., a healthcare-focused investment firm, where he focused on the firm’s venture capital activities. Dr. Booth serves on the board of several public and privately held companies, including Miragen Therapeutics, Inc. (Nasdaq: MGEN) and Zafgen, Inc. (Nasdaq: ZFGN), among others. Dr. Booth holds a DPhil. in molecular immunology from Oxford University’s Nuffield Department of Medicine and a B.S. in biochemistry from Pennsylvania State University. Dr. Booth’s qualifications to sit on our board of directors include his extensive leadership, executive, managerial and business experience with life sciences companies, including experience in the formation, development, and business strategy of multiplestart-up companies in the life sciences sector.

Class III Directors (Term Expires at 2021 Annual Meeting)

Jörn AldagMr. Ros has served as a member of our board of directorsBoard since February 2016.July 2019. Mr. AldagRos has been the Chief Executive Officer at Hookipa Pharma Inc. (formerly Hookipa Biotech AG) since June 2016. Mr. Aldag served as Chief Strategy and Business Officer of Epizyme, a late-stage biopharmaceutical company, since September 2018. He served as Chief Operating Officer of Epizyme from May 2016 to September 2018. Prior to joining Epizyme, from September 2010 to May 2016, Mr. Ros served in increasing levels of responsibility at Sanofi, a multinational pharmaceutical company, most recently as Chief Operating Officer/Global Head of the Chief Executive Officer at uniQure N.V. (formerly, Amsterdam Molecular Therapeutics N.V.)Oncology business unit from October 2009 to December 2015 and as an advisor to the board of uniQure N.V. from January 20162014 to May 2016. Prior to his tenure at uniQure N.V.,that role, Mr. Aldag wasRos served in the rare disease business of Genzyme, a Sanofi company, where he served as Vice President and Chief Executive OfficerFranchise Head of Evotec AGits Pompe disease unit from November 1997September 2012 to December 2008. Mr. Aldag2014, and also served as the Chairman of Molecular Partners AG, Zurich, Switzerland (SWIX:MOLN)Associate Vice President and Iniparib Global Brand Leader in Sanofi’s Oncology business unit from September 2010 to September 2012. From October 2007 to 2018.June 2010, Mr. Ros served at ARIAD Pharmaceuticals, Inc., a global oncology company, most recently as Senior Vice President, Commercial Operations. He co-founded G7 Therapeutics AGstarted his pharmaceutical career in 2014, which was acquired by Heptares Therapeutics Ltd.Bristol-Myers Squibb’s Oncology Division, serving in 2016. Mr. Aldagroles with increasing responsibility from 1990 to 2007. He received business degreesa B.S. from the Harvard BusinessState University of New York, College at Plattsburgh and completed the Executive Education Program in Finance and Accounting for the Non-Financial Manager at Wharton School (Advanced Management Program) in 1994 and fromof the European Business School (Diplom Betriebswirt) in 1982.University of Pennsylvania.

We believe Mr. Aldag’s qualificationsRos is qualified to sitserve on our boardBoard because of directors include his extensive leadership, executive, managerial and business experience with life sciences companies.

Charles Wilson,Class II Directors Continuing in Office

Chris Cain, Ph.D.Dr. Cain has served as a member of our Chief Executive OfficerBoard since July 2020 and is a designee of Fairmount Funds Management LLC (“Fairmount Funds”), a healthcare investment fund. Dr. Cain has served as Director of Research at Fairmount Funds since March 2014 andApril 2020. From February 2019 to February 2020, Dr. Cain served as our President since January 2019. From 2008 until he joined Unum, Dr. Wilson was Vice President and Global Head of Strategic Alliances at the Novartis Institutes for BioMedical Research. InSamsara BioCapital, a biotherapeutics-focused venture capital fund. Prior to that role, Dr. Cain served at Apple Tree Partners, a life sciences-focused venture capital fund, from July 2016 to January 2019, most recently as Senior Associate. Dr. Cain served as an Associate at RA Capital Management, an investment management company, from November 2014 to May 2016. Before this, role, he was responsible for partneringDr. Cain served at BioCentury Publications from June 2010 to support Novartis’ research and early development efforts through to clinical proof of concept. Dr. Wilson has held both scientific and business management roles in biotechnology, includingOctober 2014, most recently asco-founder and Chief Technology Officer of Archemix between 2001 and 2008. Dr. Wilson Associate Editor. He received a B.A. in Biology and Chemistry and an M.A. in Cell Biology from Bostonthe University of California, Santa Barbara and a Ph.D. in BiophysicsBiochemistry and Molecular Biology from the University of California, San Francisco. Dr. Wilson completed his post-doctoral training at Harvard University and Massachusetts General Hospital.

We believe that Dr. WilsonCain is qualified to serve on our boardBoard because of directors due to his extensive knowledge of our companyleadership, scientific, business and managerial experience in the life sciences sector.biotechnology industry.

Directors Not Nominated forRe-Election

The following table identifies our directors whose terms expire at the Annual Meeting and were not nominated by the nominating and corporate governance committee, and sets forth their principal occupation and business experience during the last five years and their ages as of April 22, 2019.

Name  Positions and Offices Held with Unum  Director
Since
   Class and Year
in Which Term
Will Expire
   Age 

Liam Ratcliffe, M.D., Ph.D.

  Director   2015    Class I—2019    55 

Robert J. Perez

  Director   2018    Class I—2019    54 

Liam Ratcliffe, M.D., Ph.D.Arlene M. Morris. Ms. Morris has served as a member of our boardBoard since July 2019. Ms. Morris has served as Chief Executive Officer of directorsWillow Advisors, a consultancy advising biotech companies on financing, strategy and business development, since June 2015. Dr. Ratcliffe isPreviously, she spent over a Managing Director at New Leaf Venture Partners where he isdecade leading public biotechnology companies. From 2012 to 2015, Ms. Morris served as Chief Executive Officer of Syndax Pharmaceuticals, a biopharmaceutical company focused on biopharmaceutical investing. Dr. Ratcliffe joined New Leaf in September 2008. Dr. Ratcliffe was previously Senior Vicethe development and commercialization of an epigenetic therapy for treatment-resistant cancers. Prior to this, she served as President and Development Head for Pfizer Neuroscience, as well as Worldwide HeadChief Executive Officer of Affymax, where she led the company through the development of peginesatide (Omontys®). She spent 15 years at Johnson &

Clinical ResearchJohnson in marketing, sales and Development at Pfizer. Dr. Ratcliffe received his M.D. degree and Ph.D. degree in immunology from the University of Cape Town and his M.B.A. degree from the University of Michigan. Dr. Ratcliffe serves on the board of public companies, including Edge Therapeutics, Inc. (Nasdaq: EDGE) and Deciphera Pharmaceuticals, Inc. (Nasdaq: DCPH). He previouslysenior level business development positions. Ms. Morris served on the board of Array Biopharmaceuticals, Inc.directors of Dimension Therapeutics (Nasdaq: ARRY) (2012-2014). Dr. Ratcliffe’s term expires at the Annual MeetingDMTX) from 2015 to 2018 and heNeovacs, SA (Euronext: ALNEV) from 2011 to 2020. She was not nominated forre-election by our nominating and corporate governance committee.

Robert J. Perez has served asalso a memberdirector of our board of directors since February 2018. Mr. Perez is the managing partner of Vineyard Sound Advisors, a biopharmaceutical advisory firm. Mr. Perez is the former Chief Executive Officer of Cubist Pharmaceuticals,Biodel Inc., a publicpublicly traded specialty pharmaceutical development company, which was acquired by Merck & Company, Inc.from 2015 until its merger with Albireo Limited in January 2015. Mr. Perez joined Cubist in August 2003 as Senior Vice President, Sales and Marketing. He served as Executive Vice President and Chief Operating Officer from August 2007 to July 2012 and President and Chief Operating Officer from July 2012 to December 2014. Prior to joining Cubist, he served as Vice President of Biogen, Inc.’s CNS business unit. Mr. Perez2016. Ms. Morris is currently serves as a member of the board of directors of AMAG Pharmaceuticals, Inc.Viveve (Nasdaq: AMAG)VIVE), CidaraPalatin Technologies (NYSE: PTN) and Viridian Therapeutics, Inc. (Nasdaq: CDTX)VRDN). She received a B.A. in biology and chemistry from Carlow College.

We believe Ms. Morris is qualified to serve on our Board because of her extensive leadership, executive, managerial and board experience within pharmaceutical and biotechnology industries.

Todd Shegog. Mr. Shegog has served as a member of our Board since February 2021. Mr. Shegog has more than 25 years of financial, operations, corporate strategy and compliance expertise in the biotechnology and pharmaceutical industries. He has served as Senior Vice President and Chief Financial Officer of Forma Therapeutics (Nasdaq: FMTX), Sparka clinical-stage biopharmaceutical company, since September 2019. Prior to Forma Therapeutics, Mr. Shegog served as Chief Financial Officer of Synlogic, Inc. (Nasdaq: ONCE)SYBX), a clinical-stage biopharmaceutical company, where he directed the company’s financial strategy and Zafgen, Inc. (Nasdaq: ZFGN),management as well as facilities and information systems from September 2016 to September 2019. From April 2014 to August 2016, Mr. Shegog served as Senior Vice President and Chief Financial Officer at Forum Pharmaceuticals, Inc., an early-stage biopharmaceutical company, where he was responsible for finance, operations and information systems during their pursuit of innovative therapies for schizophrenia and Alzheimer’s disease. He also served as the Chief Financial Officer of Millennium Pharmaceuticals, Inc., now Takeda Oncology, where he was responsible for management of the company’s financial resources, corporate planning, financial reporting and compliance from 1998 to 2014. Mr. Shegog earned a directorB.S. in electrical engineering from Lafayette College and an M.B.A. from the Tepper School of Management at Carnegie Mellon University.

We believe Mr. Shegog is qualified to serve on our Board because of his financial expertise, extensive leadership, executive, managerial and business experience with life sciences companies.

Class III Director Nominees

Andrew Robbins. Mr. Robbins has served as our Chief Executive Officer, President, principal executive officer and a member of our Board since October 2020. Prior to joining Cogent, Mr. Robbins served as Chief Operating Officer at Array BioPharma Inc., a pharmaceutical company, from March 2015 through its acquisition by Pfizer Inc., a pharmaceutical company, in July 2019, after serving as its Senior Vice President, Commercial Operations from July 2012 to March 2015. From January 2007 to July 2012, Mr. Robbins held management positions at Hospira, Inc., a pharmaceutical and medical device company, including General Manager and Vice President of the U.S. Alternate Site business unit and Vice President of Corporate Development. Prior to Hospira, Mr. Robbins held commercial and leadership positions within Pfizer’s oncology unit. Additionally, Mr. Robbins currently serves on the boardsboard of certain private companies, including Vir Biotechnology, Inc.directors for Harpoon Therapeutics (Nasdaq: HARP) and Akili Interactive Labs, Inc.Turmeric Acquisition Corporation (Nasdaq: TMPMU). Mr. Robbins holds an M.B.A. from the Kellogg School of Management, Northwestern University and a bachelor’s degree from Swarthmore College.

We believe Mr. Robbins is qualified to serve on our Board because of his extensive commercial, development and strategic leadership experience in the pharmaceutical industry.

Peter Harwin. Mr. Harwin has served as a member of our Board since July 2020 and is a designee of Fairmount Funds. He alsois currently a managing member at Fairmount Funds, a healthcare investment fund he co-founded in April 2016. Prior to Fairmount Funds, Mr. Harwin served as a member of the boardinvestment team at Boxer Capital, LLC, part of directors of Cubist from April 2014 until January 2015 andthe Tavistock Group, based in San Diego, most recently serving as a senior member of the team. In addition to his responsibilities at Fairmount Funds, Mr. Harwin serves as strategic advisor to Dianthus Therapeutics, Inc. Mr. Harwin also serves on the board of directors of Flex Pharma,Viridian Therapeutics, Inc. (Nasdaq: FLKS),VRDN). Mr. Harwin received his B.B.A. from Emory University.

We believe Mr. Harwin is qualified to serve on our Board because of his extensive leadership, executive, managerial and board experience within pharmaceutical and biotechnology industries.

Board Recommendation

The Board recommends a public biopharmaceutical company, from 2015 to January 2018. Mr. Perez isvote “FOR the Founder and Chairman of Life Science Cares and has been a member of the Board of Trustees at The Dana Farber Cancer Institute, Inc. since January 2013. Mr. Perez received a B.S. in business from California State University, Los Angeles and an M.B.A. from the Anderson Graduate School of Management at the University of California, Los Angeles. Mr. Perez’s term expires at the Annual Meeting and he was not nominated forre-election by our nominating and corporate governance committee.

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five yearselection of each of the Class III director nominees set forth above.

PROPOSAL 2: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2018 STOCK OPTION AND INCENTIVE PLAN

Summary

Our Board is asking you to approve an amendment and restatement of the Cogent Biosciences, Inc. 2018 Stock Option and Incentive Plan (the “2018 Plan”) to increase the number of shares reserved for issuance thereunder. If stockholders approve this proposal, the number of shares of our directorscommon stock that may be delivered pursuant to awards granted under the 2018 Plan will be increased by an additional 6,000,000 shares. There would be a corresponding increase in the number of shares that may be delivered pursuant to incentive stock options granted under the 2018 Plan (for clarity, such shares also count against, and are not in addition to, the aggregate share limit for the 2018 Plan).

On April 21, 2021, our Board of Directors approved the amendment and restatement of the 2018 Plan, including the proposed increase to the shares issuable thereunder, subject to stockholder approval.

We also maintain the Cogent Biosciences, Inc. 2020 Inducement Plan (the “2020 Plan,” and together with the 2018 Plan, the “Plans”). As of March 31, 2021, (i) a total of 6,937,279 shares of our common stock were then subject to outstanding options granted under the Plans, including 2,782,918 options that are contingent upon stockholder approval of this proposal as discussed below under “Specific Benefits under the 2018 Plan,” (ii) 10,000 shares of our common stock were then subject to unvested restricted stock awards and unvested restricted stock unit awards granted under the Plans, (iii) 864,395 shares were available for new award grants under the 2020 Plan and (iv) 1,588,831 shares were available for new award grants under the 2018 Plan (without taking into account the 6,000,000 shares that would be added to the 2018 Plan if stockholders approve this proposal or the 2,782,918 shares subject to options that are contingent on stockholder approval of this proposal). As of March 31, 2021, the average weighted per share exercise price of all outstanding stock options granted under the Plans was carried$9.88 ($9.57 under the 2018 Plan only) and the weighted average remaining contractual term was 9.69 years (9.67 years under the 2018 Plan only). If stockholders approve this proposal, we currently expect the number of additional shares being requested for approval, combined with the evergreen provision in the 2018 Plan, will be sufficient to meet our expected needs through the remaining term of the 2018 Plan based on our historical grant practices and performance. If stockholders do not approve this proposal, we will continue to have the authority to grant awards under the 2018 Plan, but the proposed 6,000,000 share increase in each case exceptthe 2018 Plan share limit will not be effective and could result in a serious disruption of our compensation programs and will limit our ability to provide retention incentives to our executives and other employees. Equity awards are a significant component of total compensation for our executive officers and other employees and are vital to our ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor markets in which we must compete. If stockholders do not approve the proposal, we would need to grant cash and other non-equity rewards to these individuals. We believe that such alternative forms of compensation do not align employee interests with those of stockholders as specifically identified above,efficiently as equity-based awards, and we feel it is important to provide compensation that continues to effectively align employees with stockholders and which provides a corporation or organizationtotal compensation package that is notcompetitive with other companies. We strongly believe that the approval of this proposal is instrumental to our continued success.

Please see the discussion below under “Specific Benefits under the 2018 Plan” and “Aggregate Past Grants Under the 2018 Plan” for detailed information on certain awards that we granted that are contingent on stockholder approval of this 2018 Plan proposal, as well as past awards granted under the Plans.

Award Burn Rate

The following table presents information regarding our net burn rate for the past three complete fiscal years, with average annual net burn rate over such three years being 11%. For this purpose, the “net burn rate” for any one particular fiscal year means the total number of shares of our common stock issuable upon exercise or

payment, as the case may be, of the equity-based awards granted by us in that fiscal year, less the total number of such shares canceled, terminated or forfeited in the fiscal year without the awards having become vested or paid, as the case may be, divided by our weighted average number of basic shares of common stock issued and outstanding during that particular fiscal year.

   2020  2019  2018 

Options granted

   3,866,049   666,221   232,307 

Restricted stock unit awards granted

   —     92,790   —   

Less: shares subject to canceled, terminated or forfeited awards

   (1,396,861  (262,475  (49,734

Net shares granted

   2,469,188   496,536   182,573 

Weighted average basic common shares outstanding

   11,081,257   7,620,082   6,223,917 

Net burn rate(1)(2)

   22.3%   6.5%   2.9% 

(1)

Net burn rate is equal to (x) divided by (y), where (x) is equal to the sum of total options granted during the fiscal year, plus the total restricted stock unit awards granted during the fiscal year, minus the total number of shares subject to stock options and restricted stock unit awards canceled, terminated or forfeited during the fiscal year without the awards having become vested or paid, as the case may be, and where (y) is equal to our weighted average basic common shares outstanding for each respective year.

(2)

For the three-year period ended December 31, 2020, our average annual net burn rate using the methodology described in note (1) above was 11%.

We currently expect that the additional shares requested for the 2018 Plan under this proposal (taking into account the stock options that have been granted that are conditioned on stockholder approval of this proposal, as discussed above), along with the evergreen provision under the 2018 Plan, would provide us with flexibility to continue to grant equity-based awards for the remaining term of the 2018 Plan, assuming a parent, subsidiarylevel of grants consistent with the number of equity-based awards granted during 2020 and usual levels of shares becoming available for new awards as a result of forfeitures of outstanding awards throughout the projected period. However, this is only an estimate, in our management’s judgment, based on current circumstances. The total number of shares that are awarded under the 2018 Plan in any one year or other affiliatefrom year to year may change based on any number of us. There is no arrangementvariables, including, without limitation, the value of our common stock (since higher stock prices generally require that fewer shares be issued to produce awards of the same grant date fair value), changes in competitors’ compensation practices or understanding between anychanges in compensation practices in the market generally, changes in the number of our employees, changes in the number of our directors and officers, acquisition activity and the potential need to grant awards to new employees in connection with acquisitions, the need to attract, retain and incentivize key talent, the types of awards we grant, and how we choose to balance total compensation between cash and equity-based awards. The type and terms of awards granted may also change in any other personone year or persons pursuantfrom year to which heyear based on any number of variables, including, without limitation, changes in competitors’ compensation practices or she ischanges in compensation practices generally, and the need to be selected as a director.attract, retain and incentivize key talent.

There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.

Executive Officers Who Are Not DirectorsDilution

The following table identifiesshows the total number of shares of our executive officers,common stock that were (i) subject to unvested restricted stock unit awards granted under the Plans, (ii) subject to outstanding stock options granted under the Plans and sets forth their current positions at Unum and their ages(iii) available for new award grants under the 2018 Plan, in each case, as of April 22, 2019.each of December 31, 2020 and March 31, 2021. In this Proposal 2, the number of shares of our common stock subject to awards granted during any particular period or outstanding on any particular date is presented based on the actual number of shares of our common stock covered by those awards.

 

Name  Position Held with Unum  Officer
Since
   Age 

Seth Ettenberg, Ph.D.

  Chief Scientific Officer   2014    46 

Michael Vasconcelles, M.D.

  Chief Medical Officer   2015    55 

Geoffrey Hodge

  Chief Technical Officer   2015    54 
   December 31, 2020   March 31, 2021 

Shares subject to unvested restricted stock units unit awards

   —      10,000 

Shares subject to outstanding stock options(1)

   3,253,033    4,154,361(2) 

Shares available for new award grants under the 2018 Plan

   212,926    1,588,831(3) 

Seth Ettenberg, Ph.D. has served

(1)

Our outstanding options generally may not be transferred to third parties for value and do not include dividend equivalent rights.

(2)

This excludes the 2,782,918 shares subject to options that are contingent on stockholder approval of this proposal.

(3)

This does not take into account the 6,000,000 shares that would be added to the 2018 Plan if stockholders approve this proposal or the 2,782,918 shares subject to options that are contingent on stockholder approval of this proposal.

To help assess the potential dilutive impact of this proposal, the number of shares of our common stock outstanding as our Chief Scientific Officer since September 2014. From 2005 until he joined Unum, Dr. Ettenberg served as Headat the end of Novartis Oncology Biotherapeutics, Cambridge Site. Dr. Ettenberg is a cancer biologist and drug development scientist with experience building and leading teams in biotechnology and large pharmaceutical drug discovery settings. Dr. Ettenberg received his Ph.D. from the Uniform Services Universityeach of the Health Sciences and completed his post-doctoral traininglast three fiscal years is as follows: 7,514,492 shares outstanding at the National Cancer Institute.end of fiscal year 2018, 7,665,763 shares outstanding at the end of fiscal year 2019 and 32,347,905 shares outstanding at the end of fiscal year 2020. The number of shares of our common stock outstanding as of March 31, 2021 was 37,194,267.

Michael Vasconcelles, M.D. has served asThe closing market price of our Chief Medical Officer since October 2015. From March 2012 until he joined Unum, Dr. Vasconcelles served as the Senior Vice President, Head, Oncology Therapy Area Unit at Takeda Pharmaceuticals, where hecommon stock on The Nasdaq Global Select Market on April 26, 2021 was accountable for the oncology research and development strategy and progression$8.71.

Our Board believes that approval of the oncology portfolio from candidate selection through life cycle managementamendment and a memberrestatement of the research2018 Plan, including the proposed increase to the shares reserved for issuance thereunder, will promote our interests and development executive committee. From 2000 until 2012, Dr. Vasconcelles served in several positions at Genzyme Corporationthose of our stockholders and Sanofi S.A., including Group Vice Presidentwill help us continue to be able to attract, motivate, retain and Global Therapeutic Area Head, Transplantreward persons important to our success. All members of our Board of Directors and Oncology. In this capacity, he was also a member of the Oncology Business Unit leadership team. Dr. Vasconcelles is a Clinical Instructor in Medicine at Harvard Medical School and a staff physician at the Dana-Farber Cancer Institute and Brigham & Women’s Hospital. Dr. Vasconcelles received his B.A. from Northwestern University and his M.D. from Northwestern University’s Feinberg School of Medicine.

Geoffrey Hodge has served as our Chief Technical Officer and Senior Vice President of Operations since July 2015. From 2003 and until he joined Unum, Mr. Hodge held several roles at GE Healthcare, the most recent of which was Bioprocess Technology Leader and prior to that Fast Trak Solutions Leader. Prior to GE Healthcare, Mr. Hodge wasa co-founder of Xcellerex where he served as its VP of Process Development & Manufacturing. During his tenure at Xcellerex, Mr. Hodge is the inventor of record on multiple technology patents. Mr. Hodge holds a B.A. in Biology from Colgate University and an M.S. in Biotechnology from Worcester

Polytechnic Institute.

The principal occupation and employment during the past five years of eachall of our executive officers was carried on,are eligible for awards under the 2018 Plan and thus have a personal interest in each case exceptthe approval of the proposed amendment and restatement of the 2018 Plan.

Board Recommendation

The Board recommends a vote “FOR” the increase to the shares reserved for issuance pursuant to our 2018 Stock Option and Incentive Plan.

Summary Description of the 2018 Plan

The principal terms of the 2018 Plan are summarized below. The following summary is qualified in its entirety by the full text of the 2018 Plan, which appears as specifically identified above,Appendix A to this proxy statement and reflects the impact of the proposed increase in the shares reserved for issuance pursuant to the 2018 Plan in Section 3(a) thereof.

Purpose

The purpose of the 2018 Plan is to encourage and enable the officers, employees, non-employee directors and consultants of the Company and its subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its businesses to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a corporationdirect stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

Administration

Our Compensation Committee administers the 2018 Plan (the “Administrator”). The Administrator has broad authority under the 2018 Plan including, without limitation, the authority:

to select the individuals to whom awards may from time to time be granted;

to determine the time or organizationtimes of grant, and the extent, if any, of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, cash-based awards and dividend equivalent rights, or any combination of the foregoing, granted to any one or more grantees;

to determine the number of shares of stock to be covered by any award;

to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the 2018 Plan, of any award, which terms and conditions may differ among individual awards and grantees, and to approve the forms of award certificates;

to accelerate at any time the exercisability or vesting of all or any portion of any award;

subject to certain provisions, to extend at any time the period in which stock options may be exercised; and

at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the 2018 Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the 2018 Plan and any award (including related written instruments); to make all determinations it deems advisable for the administration of the 2018 Plan; to decide all disputes arising in connection with the 2018 Plan; and to otherwise supervise the administration of the 2018 Plan.

No Repricing

In no case (except due to an adjustment to reflect a stock split, merger or other event referred to under “Adjustments” below, or any repricing that may be approved by stockholders) will the Administrator reduce the exercise price of outstanding stock options or stock appreciation rights or effect repricing through cancellation and re-grants or cancellation of stock options and stock appreciation rights in exchange for cash or other awards.

Eligibility

Persons eligible to receive awards under the 2018 Plan include our full or part-time officers and other employees, non-employee directors and consultants of the Company and its subsidiaries. As of March 31, 2021, approximately 32 of our officers and employees (including all of our named executive officers currently

employed by us), each of our six non-employee directors and approximately 10 other individuals who provide services to us as consultants were considered eligible under the 2018 Plan. While consultants are generally considered eligible under the 2018 Plan to preserve our flexibility, over the last five years we have only granted equity awards under the 2018 Plan to one individual who, at the time of grant of the awards, was neither employed by us, nor a member of our Board, and we do not expect to grant any equity awards under the 2018 Plan to consultants in the future.

Authorized Shares and Limits on Awards

Assuming stockholders approve this proposal, subject to adjustment for certain dilutive events as provided in the 2018 Plan, the maximum number of shares of our common stock reserved and available for issuance under the 2018 Plan will be 6,636,890, (the “Initial Limit”), plus on January 1, 2022 and each January 1 thereafter, the number of shares of stock reserved and available for issuance under the 2018 Plan will be cumulatively increased by four percent of the number of shares of our common stock issued and outstanding on the immediately preceding December 31 or such lesser number determined by the Administrator. In addition, the shares of common stock underlying any awards under the 2018 Plan and under the Company’s previously outstanding 2015 Stock Incentive Plan that are forfeited, canceled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of common stock or otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2018 Plan. Subject to such overall limitation, the maximum aggregate number of shares of common stock that may be issued in the form of incentive stock options will not exceed the Initial Limit as cumulatively increased each year. In the event the Company repurchases shares of common stock on the open market, such shares will not be added to the shares of common stock available for issuance under the 2018 Plan. The shares available for issuance under the 2018 Plan may be authorized but unissued shares of common stock or shares of common stock reacquired by the Company.

The value of all awards granted under the 2018 Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year may not exceed $1,000,000. For the purpose of this limitation, the value of any award is its grant date fair value, as determined in accordance with ASC 718 or its successor provision but excluding the impact of estimated forfeitures related to service-based vesting provisions.

Types of Awards

The 2018 Plan authorizes incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights. A stock option is the right to purchase shares of our common stock at a future date at a specified price per share (the “exercise price”). The per share exercise price of an option generally may not be less than the fair market value of a share of our common stock on the date of grant. The maximum term of an option is ten years from the date of grant. An option may either be an incentive stock option or a non-qualified stock option. Incentive stock option benefits are taxed differently from non-qualified stock options, as described under “U.S. Federal Income Tax Consequences of Awards Under the 2018 Plan” below. Incentive stock options are also subject to more restrictive terms and are limited in amount by the Internal Revenue Code and the 2018 Plan. Incentive stock options may only be granted to employees.

A stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market value of a share of our common stock on the date of exercise of the stock appreciation right over the base price of the stock appreciation right. The base price will be established by the Administrator at the time of grant of the stock appreciation right and generally may not be less than the fair market value of a share of our common stock on the date of grant. Stock appreciation rights may be granted in connection with other awards or independently. The maximum term of a stock appreciation right is ten years from the date of grant. Options and stock appreciation rights may be fully vested at grant or may be subject to time- and/or performance-based vesting requirements.

The other types of awards that may be granted under the 2018 Plan include, without limitation, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights that represent the right to receive credits based on cash dividends that would have been paid on the shares of stock specified in the right (or other award to which it relates) if such shares had been issued to and held by the grantee. Any awards under the 2018 Plan may be fully vested at grant or may be subject to time- and/or performance-based vesting requirements.

Assumption and Termination of Awards

The 2018 Plan provides that upon the effectiveness of a “sale event,” as defined in the 2018 Plan, an acquirer or successor entity may assume, continue or substitute outstanding awards under the 2018 Plan. To the extent that awards granted under the 2018 Plan are not assumed or continued or substituted by the successor entity, upon the effective time of the sale event, such awards under the 2018 Plan shall terminate. In the event of such termination, individuals holding options and stock appreciation rights will be permitted to exercise such options and stock appreciation rights (to the extent exercisable) within a specified period of time prior to the sale event. In addition, in connection with the termination of the 2018 Plan upon a sale event, we may make or provide for a cash payment to participants holding vested and exercisable options and stock appreciation rights equal to the difference between the per share cash consideration payable to stockholders in the sale event and the exercise price of the options or stock appreciation rights and we may make or provide for a cash payment to participants holding other vested awards.

Transfer Restrictions

Subject to certain exceptions contained in the 2018 Plan, awards under the 2018 Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution and are generally exercisable, during the recipient’s lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or legal representative. The Administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to his or her immediate family members, to trusts for the benefit of such family members or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of the 2018 Plan and the applicable award. In no event may an award be transferred by a grantee for value.

Adjustments

As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2018 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends or other similar events that change the number or kind of shares outstanding and extraordinary dividends or distributions of property to the stockholders.

Term

No awards may be granted under the 2018 Plan after the date that is not a parent, subsidiaryten years from the date of stockholder approval of the 2018 Plan.

Termination of or Changes to the 2018 Plan

Our Board may amend or discontinue the 2018 Plan, and our Compensation Committee may amend or cancel outstanding awards for purposes of satisfying changes in law or any other affiliate of us. There islawful purpose, but no arrangement or understanding between anysuch action may adversely affect rights under an award without the holder’s consent. Certain amendments to the 2018 Plan require the approval of our stockholders.

U.S. Federal Income Tax Consequences of Awards Under the 2018 Plan

The U.S. federal income tax consequences of the 2018 Plan under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the 2018 Plan. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the Internal Revenue Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local or international tax consequences.

With respect to non-qualified stock options, we are generally entitled to deduct and the participant recognizes taxable income in an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. With respect to incentive stock options, we are generally not entitled to a deduction (unless the employee sells the underlying shares upon exercise before the tax holding period) nor does the participant recognize income at the time of exercise, although the participant may be subject to the U.S. federal alternative minimum tax. Upon the sale or exchange of the shares more than two years after grant of an incentive stock option and one year after exercising an incentive stock option, any gain or loss will be treated as long-term capital gain or loss. If these holding periods are not satisfied, the optionee will recognize ordinary income and we will be entitled to a deduction at the time of sale or exchange equal to the difference between the exercise price and the lower of (i) the fair market value of the shares at the date of the option exercise, or (ii) the sale price of the shares. A different rule for measuring ordinary income upon such a premature disposition may apply if the optionee is also an officer or director of the Company. Any gain or loss recognized on such a premature disposition of the shares in excess of the amount treated as ordinary income will be characterized as long-term or short-term capital gain or loss, depending on the holding period.

The current U.S. federal income tax consequences of other awards authorized under the 2018 Plan generally follow certain basic patterns: nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); bonuses, stock appreciation rights, cash and stock-based performance awards, dividend equivalents, restricted stock units and other types of awards are generally subject to tax at the time of payment; and compensation otherwise effectively deferred is taxed when paid. In each of the foregoing cases, we will generally have a corresponding deduction at the time the participant recognizes income.

If an award is accelerated under the 2018 Plan in connection with a “change in control” (as this term is used under the Internal Revenue Code), we may not be permitted to deduct the portion of the compensation attributable to the acceleration (“parachute payments”) if it exceeds certain threshold limits under the Internal Revenue Code (and certain related excise taxes may be triggered).

U.S. federal income tax law generally prohibits a publicly held company from deducting compensation paid to certain current or former officers that qualify as “covered employees” within the meaning of Section 162(m) of the Internal Revenue Code that exceeds $1 million during the tax year.    

Specific Benefits Under the 2018 Plan

The Administrator has approved certain awards under the 2018 Plan that are contingent on stockholder approval of this proposal. These grants are set forth in the following table. If stockholders do not approve this proposal, these grants will be forfeited, and we will not be able to grant the equity incentives we believe are necessary to provide retention incentives.    

Awards Subject to Stockholder Approval of 2018 Plan Proposal

Name and Position

Number of Shares Underlying
Contingent Stock Options

Named Executive Officers and Directors

Andrew Robbins

Chief Executive Officer, President and Director

288,933

John Green

Chief Financial Officer

372,771

Jessica Sachs, M.D.

Chief Medical Officer

515,958

Chris Cain, Ph.D.

55,000

Karen Ferrante, M.D.

55,000

Peter Harwin

55,000

Arlene M. Morris

55,000

Matthew E. Ros

55,000

Todd Shegog

55,000

All Other Employees

1,275,256

If the proposed amendments to the 2018 Plan had been in effect in fiscal year 2020, we expect that our award grants for fiscal year 2020 would not have been substantially different from those actually made in that year. For information regarding stock-based awards granted to our named executive officers during fiscal year 2020, see “Executive Compensation.”

Aggregate Past Grants Under the 2018 Plan

Other than the contingent options presented in the table above, the benefits that will be awarded or paid in the future under the 2018 Plan are not currently determinable. Such awards are within the discretion of the Compensation Committee, and any other personthe Compensation Committee has not determined future awards or persons pursuant to which he was or is to be selected as an executive officer.

There are no material legal proceedings to which anywho might receive them. As of March 31, 2021, awards covering 4,061,674 shares of our executive officers is a party adverse to us orcommon stock have historically been granted under the 2018 Plan. The following table shows information regarding the distribution of awards, including the contingent awards, covering such shares as of such date among the persons and groups identified below. The closing market price of our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.

common stock on The Nasdaq Global Select Market on April 26, 2021 was $8.71.

Name and Position

  Number of Shares
Underlying Options
   Number of Shares
Underlying Restricted
Stock Units
 
Named Executive Officers:  Exercisable   Unexercisable     

Andrew Robbins

Chief Executive Officer, President and Director

   6,567    765,326    —   

John Green

Chief Financial Officer

   30,186    553,652    —   

Jessica Sachs, M.D.

Chief Medical Officer

   102,107    523,865    10,000 

Total for All Named Executive Officers as a Group (3 persons):

   138,860    1,842,843    —   

Chris Cain, Ph.D.

   1,393    65,772    —   

Karen Ferrante, M.D.

   55,665    60,000    —   

Peter Harwin

   1,393    65,772    —   

Arlene M. Morris

   10,748    60,000    —   

Matthew E. Ros

   45,129    60,000    —   

Todd Shegog

   1,042    58,958    —   

Total for All Current Non-Executive Directors as a Group (6 persons):

   115,370    370,502    —   

Each Other Person Who Has Received 5% or More of the Options, Warrants or Rights Under the 2018 Plan

   —      —      —   

All Others, Including Any Current Officers Who Are Not Executive Officers or Directors, as a Group

   105,644    1,478,455    —   

Total

   359,874    3,691,800    10,000 

PROPOSAL NO. 2 –3: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLPAUDITOR SELECTION

AS UNUM’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE

FISCAL YEAR ENDING DECEMBER 31, 2019

Unum’s stockholders are being asked to ratify the appointment by the audit committee of the board of directors ofOur Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as Unum’sthe Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. PricewaterhouseCoopers LLP has served2021. In this Proposal 3, we are asking stockholders to vote to ratify this selection. Representatives of PwC are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions from stockholders.

Stockholder ratification of the selection of PwC as Unum’sthe Company’s independent registered public accounting firm since 2015.

The audit committee is solely responsible for selecting Unum’s independent registered public accounting firm for the fiscal year ending December 31, 2019. Stockholder approval is not required to appoint PricewaterhouseCoopers LLPby law or our bylaws. However, we are seeking stockholder ratification as Unum’s independent registered public accounting firm. However, the boarda matter of directors believes that submitting the appointment of PricewaterhouseCoopers LLP to the stockholders for ratification is good corporate governance.practice. If our stockholders fail to ratify the stockholders do not ratify this appointment, the audit committeeselection, our Audit Committee will reconsider whether to retain PricewaterhouseCoopers LLP. Ifits selection. Even if the selection of PricewaterhouseCoopers LLP is ratified, the audit committee, atin its discretion, may direct the appointmentselection of a different independent registered public accounting firm at any time during the year if it decidesdetermines that such a change would be in the best interestinterests of Unumthe Company and its stockholders.

A representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

Unum incurredPwC has served as our independent registered public accounting firm since 2015. The following table summarizes the following fees from PricewaterhouseCoopers LLPbilled by them to us for the auditeach of the consolidated financial statementslast two fiscal years. All services associated with such fees were pre-approved by our Audit Committee in accordance with the “Pre-Approval Policies and for other services provided during the years ended December 31, 2018 and 2017.Procedures” described below.

 

   2018   2017 

Audit fees (1)

  $665,000   $1,409,200 

Audit-related fees(2)

   10,000    20,000 

Tax fees (3)

   15,000    12,000 

All other fees (4)

    
  

 

 

   

 

 

 

Total fees

  $690,000   $1,441,200 
  

 

 

   

 

 

 
   Year Ended
December 31,
 

Fee Category

  2020   2019 

Audit Fees(1)

  $948,000   $588,700 

Audit-Related Fees(2)

   —      —   

Tax Fees(3)

   100,000    20,000 

All Other Fees(4)

   2,800    2,756 
  

 

 

   

 

 

 

Total Fees

  $1,050,800   $611,456 
  

 

 

   

 

 

 

 

(1)

Audit fees consistConsist of aggregate fees for professional services provided in connection with the annual audit of our consolidated financial statements, the review of our quarterly condensed consolidated financial statements, and comfort letters, consents and assistance with and review of documents filed with the SEC.

(2)

Audit-related fees consistConsist of services associated with consultations on matters directly related to the audit.

(3)

Tax Fees consistConsist of fees for tax compliance, advice and tax services.

(4)

All otherConsist of fees represent aggregate fees billed for products and services provided by the independent registered accounting firm other than those fees disclosed above.

Audit Committee Pre-approval PolicyPre-Approval Policies and Procedures

Our audit committeeAudit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy providesfirm in order to ensure that these services do not impair the auditor’s independence. In accordance with these policies and procedures, we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committeeAudit Committee or the engagement is entered into pursuant to the pre-approval procedure described below. The Audit Committee does not delegate its responsibility to approve services performed by the independent registered public accounting firm to any member of management.

From time to time, our audit committeeAudit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

During our 2018

Report of the Audit Committee

The Audit Committee has reviewed and 2017 fiscal years, no services were provided to us by PricewaterhouseCoopers LLP other than in accordancediscussed the audited financial statements for the year ended December 31, 2020 with the pre-approval policiesCompany’s management and procedures described above.

The board of directors recommends voting “FOR” Proposal No. 2 to ratifywith PwC, the appointment of PricewaterhouseCoopers LLP as Unum’sCompany’s independent registered public accounting firmfirm. The Audit Committee has discussed with PwC the matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from PwC pursuant to applicable PCAOB requirements regarding its communications with the Audit Committee concerning independence, and the Audit Committee has discussed with PwC its independence. Based on the foregoing, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year endingended December 31, 2019.

2020 for filing with the SEC.

This report is provided by the following directors, who serve on the Audit Committee:

Peter Harwin

Arlene M. Morris

Matthew E. Ros

Todd Shegog (Chair)

Board Recommendation

The Board recommends a vote “FOR” the ratification of the selection of PwC to serve as our independent auditor.

CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our Board. Our Board has adopted a set of Corporate Governance Guidelines as a framework for the governance of the Company, which is posted on our website located at https://investors.cogentbio.com/, under “Corporate Governance.”

Board Composition

Director Nomination Process

Our nominating and corporate governance committeeThe Nominating Committee is responsible for, identifying individualsamong other things, overseeing succession planning for directors and ensuring that we have a qualified board to serve as directors, consistentoversee management’s execution of the Company’s strategy and safeguard the long-term interests of stockholders. In this regard, the committee is charged with criteria approved by our board,developing and recommending such personsBoard membership criteria to be nominatedthe Board for election asapproval, evaluating the composition of the Board annually to assess the skills and experience that are currently represented on the Board and the skills and experience that the Board may find valuable in the future, and identifying, evaluating and recommending potential director candidates.

In identifying potential candidates for Board membership, the Nominating Committee considers recommendations from directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.

The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board membersstockholders, management and others, for recommendations, meetingsincluding, from time to time, third-party search firms to evaluate biographical informationassist it in locating qualified candidates. The committee does not distinguish between nominees recommended by stockholders and background material relating toother nominee recommendations. Once potential director candidates and interviews of selected candidates by management, recruiters, members ofare identified, the committee, with the assistance of management, undertakes a vetting process that considers each candidate’s background, independence and our board. The qualifications, qualities and skills that our nominating and corporate governancefit with the Board’s priorities. As part of this vetting process, the committee, believes must be met by a committee-recommended nominee for a position on our board of directors are as follows:

Nominees should demonstrate high standards of personal and professional ethics and integrity.

Nominees should have proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment.

Nominees should have skills that are complementary to those of the existing board.

Nominees should have the ability to assist and support management and make significant contributions to the Company’s success.

Nominees should have an understanding of the fiduciary responsibilities that is required of a memberwell as other members of the Board and the commitmentCEO, may conduct interviews with the candidates. If the committee determines that a potential candidate meets the needs of the Board and has the desired qualifications, it recommends the candidate to the full Board for appointment or nomination and to the stockholders for election at the annual meeting.

Criteria for Board Membership

In assessing potential candidates for Board membership and in assessing Board composition, the Nominating Committee considers a wide range of factors, including directors’ experience, knowledge, integrity, understanding of our business environment and specific skills they may possess that are helpful to the Company (including leadership experience, financial expertise and industry knowledge). At minimum, the committee generally believes that it is important for all Board members to possess the following qualifications:

The candidate shall have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing.

The candidate shall be highly accomplished in his or her respective field, with superior credentials and recognition.

The candidate shall be well regarded in the community and shall have a long-term reputation for high ethical and moral standards.

The candidate shall have sufficient time and energy necessaryavailability to diligently carry out those responsibilities.

Stockholders may recommend individualsdevote to the nominating and corporate governance committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary at our principal executive offices no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to theone-year anniversaryaffairs of the dateCompany, particularly in light of the preceding year’s annual meeting and should include appropriate biographical and background material to allow the nominating and corporate governance committee to properly evaluate the potential director candidate and the number of sharesboards of our stock beneficially owned bydirectors on which such candidate may serve.

To the stockholder proposingextent such candidate serves or has previously served on other boards, the candidate. candidate shall have a demonstrated history of actively contributing at board meetings.

The Nominating Committee seeks to balance the experience, skills and characteristics represented on the Board and does not assign specific weight to any of these factors. The committee also seeks to achieve a diversity of occupational and personal backgrounds on the Board, including with respect to gender, race/ethnicity and sexual orientation, and assesses its effectiveness in this regard in connection with its annual review of the Board’s composition.

Stockholder proposals should be addressedRecommendations for Directors

It is the Nominating Committee’s policy to Unum Therapeutics Inc., 200 Cambridge Park Drive, Suite 3100, Cambridge, Massachusetts 02140, Attention: Corporate Secretary. Assuming that biographical and background material has been provided on a timely basis in accordance with our bylaws, anyconsider written recommendations received from stockholders will be evaluatedfor nominees for director. The committee considers nominees recommended by our stockholders in the same manner as potential nominees proposeda nominee recommended by our Board members or management. Any such recommendations should be submitted to the committee as described in the section titled “Stockholder Communications” below and should include the following information: (i) the name, age, business address and residence address of the nominee; (ii) the principal occupation or employment of the nominee; (iii) the class and number of shares of the Company that are held of record or are beneficially owned by the nominatingnominee and any derivative positions held or beneficially held by the nominee; (iv) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the Company, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee; (v) a description of all arrangements or understandings between or among the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or concerning the nominee’s potential service on the Board; (vi) a written statement executed by the nominee acknowledging that as a director of the Company, the nominee will owe fiduciary duties under Delaware law with respect to the Company and its stockholders and (vii) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

Board Leadership Structure

Mr. Harwin serves as our independent Chairman. Our Corporate Governance Guidelines provide our Board with the flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer. Currently, the Board believes that the roles of Chairman and CEO should be separate and that the Chairman should be an independent director as this structure enables our independent Chairman to oversee corporate governance committee. Ifmatters and our boardCEO to focus on leading the Company’s business.

The independent directors meet in regularly scheduled executive sessions without management present. The purpose of directors determinesthese executive sessions is to nominateencourage and enhance communication among independent directors.

The Board believes that its programs for overseeing risk, as described in the “Board Risk Oversight” section below, would be effective under a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card forvariety of leadership frameworks. Accordingly, the next annual meetingBoard’s risk oversight function did not significantly impact its selection of stockholders. See “Stockholder Proposals” for a discussion of submitting stockholder proposals.the current leadership structure.

Director Independence

Applicable Nasdaq Stock Market LLC, or Nasdaq,listing rules require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensation committee members satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if,who, in the opinion of the listed company’s board of directors, that person doesdo not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In orderSubject to be considered independent for purposes of Rule 10A-3, aspecified exceptions, each member of an audit committee of a listed company may not, other than incompany’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the Exchange Act.

Our Board undertook a review of its composition and the independence of each director. Based upon information requested from and provided by each director concerning his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors must consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including: the source of compensation to the director, including any consulting, advisory or other compensatory fee paid by such company to the director,background, employment and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our board of directorsaffiliations, our Board has determined that all memberseach of our current directors listed above under “Information Regarding Director Nominees and Continuing Directors,” with the boardexception of directors, except Dr.Andrew Robbins, is an “independent director” as defined under the Nasdaq listing rules. Mr. Robbins is not an independent director

because he is our chief executive officer. In addition, former director Charles Wilson arewas not independent directors, including for purposes ofwhile he served on the rules of Nasdaq andBoard due to his employment with the SEC.Company. In making such independence determination,determinations, our board of directorsBoard considered the relationships that each such non-employee director has with usour Company and all other facts and circumstances that our board of directorsBoard deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independenceOur Board also determined that each of the directors listed above, our board of directors consideredcurrently serving on the association of our directors withAudit Committee and the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers. Dr. Wilson is not an independent directorCompensation Committee satisfy the additional independence criteria under these rules because he is an executive officer of the Company.Exchange Act applicable to such committees.

Board Committees

Our boardBoard has a separately designated Audit Committee, Compensation Committee and Nominating Committee, each of which is comprised solely of independent directors has established an audit committee, a compensation committee,with the membership and a nominating and corporate governance committee.responsibilities described below. Members serve on the committees until their resignation or until otherwise determined by our Board. Each of these committees is empowered to retain outside advisors as it deems appropriate, regularly reports its activities to the audit committee, compensation committee,full Board and nominating and corporate governance committee operates underhas a written charter that satisfies the applicable standards of the SEC and Nasdaq. Each such committee reviews its respective charter at least annually. A current copy of the charter for each of the audit committee, compensation committee, and nominating and corporate governance committee is posted on the corporate governance section of our website located at https://investors.unumrx.com/corporate-governanceinvestors.cogentbio.com/., under “Corporate Governance.”

Name

  Audit
Committee
  Compensation
Committee
  Nominating
Committee

Andrew Robbins

      

Chris Cain, Ph.D.

    X  

Karen Ferrante, M.D.

    X  Chair

Peter Harwin

  X    X

Arlene M. Morris

  X  Chair  

Matthew E. Ros

  X    X

Todd Shegog

  Chair    X

# of Meetings in 2020

  4  6  2

Audit Committee

Jörn Aldag, Robert Perez.The primary responsibilities of our Audit Committee are to oversee the accounting and Liam Ratcliffe, M.D., Ph.D. currently serve on the audit committee, which is chaired by Jörn Aldag. At the timefinancial reporting processes of the Annual Meeting, since Mr. PerezCompany and Dr. Ratcliffe were not nominated forre-election by our nominatingits subsidiaries, including the audits of the Company’s financial statements and corporate governancethe integrity of the financial statements and annual review of the performance, effectiveness and independence of the outside auditor. This includes reviewing the financial information provided to stockholders and others and the adequacy and effectiveness of the Company’s internal controls. The committee they will each be stepping down from the audit committee and Karen Ferrante, M.D. and Bruce Booth, DPhil will be appointedalso makes recommendations to the audit committee.Board as to whether financial statements should be included in the Company’s Annual Report on Form 10-K.

Our board of directors has determined that each member of the auditMr. Shegog qualifies as an “audit committee with the exception of Dr. Booth, is “independent” for audit committee purposesfinancial expert,” as that term is defined in the rules ofand regulations established by the SEC, and the applicable Nasdaq rules, and each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our board of directors has designated Jörn Aldag as an “audit committee financial expert,” as defined under the applicable rules of the SEC.

Dr. Booth will be appointed as anon-independent member of the audit committee pursuant to the exceptional and limited circumstances exemption under Nasdaq Rule 5605, Dr. Booth is not considered independent due to his affiliation with Atlas Venture Fund IX, L.P. Nasdaq Rule 5605(c)(2)(B) has an exception that allows onenon-independent member of the Audit Committee “if the board, under exceptional and limited circumstances, determines that membership on the committee is required by the best interests of the Company and its Shareholders.” The board of directors made that determination based on Dr. Booth’s deep understanding of the Company’s internal control systems and financial reporting. Dr. Booth may not serve longer than two years and may not chair the Audit Committee. The remaining twoall members of the Audit Committee are independent.“financially literate” under Nasdaq listing rules.

DuringCompensation Committee.The primary responsibilities of our Compensation Committee are to periodically review and approve the fiscalcompensation and other benefits for our senior officers and directors. This includes reviewing and approving corporate goals and objectives relevant to the compensation of our senior officers, evaluating the performance of these officers in light of the goals and objectives, and setting the officers’ compensation based on those evaluations. The committee also administers and makes recommendations to the Board regarding equity incentive plans that are subject to the Board’s approval and approves the grant of equity awards under the plans.

The Compensation Committee may delegate its authority to one or more subcommittees or to one member of the committee. The committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers. Even where the committee does not delegate authority, our executive officers will typically make recommendations to the committee regarding compensation to be paid to

our employees and the size of equity awards under our equity incentive plans, but will not be present during voting or deliberations on their own compensation. The committee has the authority to engage independent advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The committee engaged Radford, an AON company, in 2020 to provide advice regarding the amount and form of executive and director compensation.

Nominating Committee.The primary responsibilities of our Nominating Committee are to engage in succession planning for the Board, develop and recommend to the Board criteria for identifying and evaluating qualified director candidates, and make recommendations to the Board regarding candidates for election or reelection to the Board at each annual stockholders’ meeting. In addition, the committee is responsible for overseeing our corporate governance practices and making recommendations to the Board concerning corporate governance matters. The committee is also responsible for making recommendations to the Board concerning the structure, composition and functioning of the Board and its committees.

Board Risk Oversight

We believe that risk management is an important part of establishing and executing on the Company’s business strategy. Our Board, as a whole and at the committee level, focuses its oversight on the most significant risks facing the Company and on its processes to identify, prioritize, assess, manage and mitigate those risks. The committees oversee specific risks within their purview, as follows:

The Audit Committee is responsible for overseeing management of risks related to our accounting and financial reporting processes.

The Compensation Committee is responsible for overseeing management of risks related to our compensation policies and programs.

The Nominating Committee is responsible for overseeing management or risks related to our operations and corporate governance.

Our Board and its committees receive regular reports from members of the Company’s senior management on areas of material risk to the Company, including strategic, operational, financial, legal and regulatory risks. While our Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.

Other Corporate Governance Practices and Policies

Director Attendance

The Board met ten times during the year ended December 31, 2018,2020. During the audit committee met four times. The report of the audit committee is included in this proxy statement under “Report of the Audit Committee.” The audit committee’s responsibilities include:

appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

pre-approving auditing and permissiblenon-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

establishing policies and procedures for the receipt and retention ofaccounting-related complaints and concerns;

recommending based upon the audit committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our Annual Report onForm 10-K;

monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and

reviewing quarterly earnings releases.

All audit and non-audit services, other thande minimisnon-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.

Compensation Committee

Karen Ferrante, M.D., Robert Perez and Liam Ratcliffe, M.D., Ph.D. currently serve on the compensation committee, which is chaired by Liam Ratcliffe, M.D., Ph.D. At the time of the Annual Meeting, since Mr. Perez and Dr. Ratcliffe were not nominated forre-election by our nominating and corporate governance committee, they willlast year, each be stepping down from the compensation committee and Bruce Booth, DPhil and Jörn Aldag will be appointed to the compensation committee, and Jörn Aldag will serve as the chair of the compensation committee. Our board of directors has determined that eachcurrent member of the compensation committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2018, the compensation committee met one time. The compensation committee’s responsibilities include:

annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;

evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining the compensation of our chief executive officer;

reviewing and approving the compensation of our other executive officers;

overseeing management’s decisions regarding the compensation of senior management;

reviewing and approving grants and awards under incentive-based compensation plans and equity-based plans;

evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;

retaining and approving the compensation of any compensation advisors;

reviewing and making recommendations with regards to our policies and procedures for the grant ofequity-based awards;

evaluating director compensation and making recommendations on director compensation to the board of directors;

preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement; and

reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters.

Nominating and Corporate Governance Committee

Karen Ferrante, M.D., Jörn Aldag and Bruce Booth, DPhil. serve on the nominating and corporate governance committee, which is chaired by Bruce Booth, DPhil. Our board of directors has determined that each memberBoard attended at least 75% of the nominating and corporate governance committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2018, the

nominating and corporate governance committee met four times. The nominating and corporate governance committee’s responsibilities include:

developing and recommending to the board of directors criteria for board and committee membership;

establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;

reviewing the size and composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;

identifying individuals qualified to become members of the board of directors;

recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;

developing and recommending to the board of directors a code of business conduct and ethics and a set of corporate governance guidelines; and

overseeing the evaluation of our board of directors and management.

The nominating and corporate governance committee considers candidates for Board of Director membership suggested by its members and the Chief Executive Officer. Additionally, in selecting nominees for directors, the nominating and corporate governance committee will review candidates recommended by stockholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our Board of Directors. Any stockholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described later in this proxy statement under the heading “Stockholder Proposals.” The nominating and corporate governance committee will also consider whether to nominate any person proposed by a stockholder in accordance with the provisions of our bylaws relating to stockholder nominations as described later in this proxy statement under the heading “Stockholder Proposals.”

Identifying and Evaluating Director Nominees. Our Board of Directors is responsible for filling vacancies on our Board of Directors and for nominating candidates for election by our stockholders each year in the class of directors whose term expires at the relevant annual meeting. The Board of Directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the Board of Directors, and of management, will be requested to take part in the process as appropriate.

Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board of Directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the Board of Directors’ approval to fill a vacancy or as director nominees for election to the Board of Directors by our stockholders each year in the class of directors whose term expires at the relevant annual meeting.

Board and Committee Meetings Attendance

The full board of directors met five times during 2018. During 2018, each member of the board of directors attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the board of directors (heldBoard and the committees on which he or she served during the period forin which such person has been a director) and (ii)he or she was on the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served).

Director Attendance at Annual Meeting of Stockholders

Board or committee. Directors are responsible for attendingencouraged to attend the annual meeting of stockholders. Three of our then-current directors attended the 2020 Annual Meeting of Stockholders.

Stockholder Communications

Stockholders and other interested parties may communicate with our Board or a particular director by sending a letter addressed to the Board or a particular director to our Corporate Secretary at the address set forth on the first page of this Proxy Statement. These communications will be compiled and reviewed by our Corporate Secretary, who will determine whether the communication is appropriate for presentation to the Board or the particular director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications).

To enable the Company to speak with a single voice, as a general matter, senior management serves as the primary spokesperson for the Company and is responsible for communicating with various constituencies, including stockholders, on behalf of the Company. Directors may participate in discussions with stockholders and other constituencies on issues where Board-level involvement is appropriate. In addition, the Board is kept informed by senior management of the Company’s stockholder engagement efforts.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is available on our website located at https://investors.cogentbio.com/, under “Corporate Governance.” We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent practicable. We did not hold an annual meeting of stockholders in 2018.required by applicable rules.

Anti-Hedging Policy on Trading, Pledging and Hedging of Company Stock

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy expressly prohibits short sales and derivative transactions of our stock by our executive officers, directors, employees and certain designated consultants and contractors, including short sales of our securities. Our insider trading policy expressly prohibits, without the advance approval of our audit committee, purchases or sales of puts, calls or other derivative securities of the companyCompany or any derivative securities that provide the economic equivalent of ownership.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on the corporate governance section of our website, which is located athttps://investors.unumrx.com/corporate-governance. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Board Leadership Structure and Board’s Role in Risk Oversight

Currently, the role of chairman of the board is separated from the role of chief executive officer. We believe that separating these positions allows our chief executive officer to focus on ourday-to-day business, while allowing the chairman of the board to lead the board of directors in its fundamental role of providing advice to, and independent oversight, of management. Our board of directors recognizes the time, effort, and energy that the chief executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the board of directors’ oversight responsibilities continue to grow. While our bylaws and our corporate governance guidelines do not require that our chairman and chief executive officer positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Risk is inherent to every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development and commercialization activities, operations, strategic direction, and intellectual property. Management is responsible for theday-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of the board of directors in overseeing the management of our risks is conducted primarily through committees of the board of directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. The full board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting. This enables the board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Communication with the Directors of Unum

Any interested party with concerns about our company may report such concerns to the board of directors or the chairman of our board of directors and nominating and corporate governance committee, by submitting a written communication to the attention of such director at the following address:

c/o Unum Therapeutics Inc.

200 Cambridge Park Drive, Suite 3100

Cambridge, Massachusetts 02140

United States

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.

A copy of any such written communication may also be forwarded to Unum’s legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with Unum’s legal counsel, with independent

advisors, with non-management directors, or with Unum’s management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and applying his or her own discretion. Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications.

The audit committee oversees the procedures for the receipt, retention, and treatment of complaints received by Unum regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters. Unum has also established a toll-free telephone number for the reporting of such activity, which is (888)639-7294 and a website https://www.whistleblowerservices.com/unum.

Director Compensation

The table below shows all compensation paid to or earned byOutside Director Compensation Policy

We adopted a policy for compensating our non-employee directors during the fiscal year ended December 31, 2018. Dr. Wilson, our Chief Executive Officer and a member of our board of directors, did not receive any compensation for his service as a member of our board of directors during 2018. Dr. Wilson’s compensation for service as an employee for fiscal year 2018 is presented below in the “Summary Compensation Table” below.

Name

    Fees Earned or  
Paid
In Cash
($)(1)
   Option
Awards
          ($)(2)(3)           
   All Other
      Compensation      
($)
            Total($)           

Jörn Aldag

    $26,979      $      -    $      -             $26,979  

Liam Ratcliffe, M.D., Ph.D.

    $26,231      $      -    $      -             $26,231  

Robert Perez

    $199,153      $      -    $      -             $        199,153  

Karen Ferrante, M.D.

    $197,573      $      -    $      -             $197,573  

Bruce Booth, D.Phil.

    $36,479      $      -    $      -             $36,479  

(1)

Amounts represent fees earned in cash for services rendered by each member of the board of directors. Each director elected to receive his or her cash compensation in the form of options to purchase our common stock.

(2)

Amounts shown reflect the grant date fair value of option awards granted during 2018. The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718,Compensation — Stock Compensation(ASC Topic 718), disregarding the effect of estimated forfeitures related to service-based vesting. See note 10 to the financial statements in our annual report on Form 10-K for the year ended December 31, 2018 regarding assumptions we made in determining the fair value of option awards.

(3)

As of December 31, 2018, ournon-employee directors held the outstanding options to purchase the following number of shares of common stock: Mr. Aldag – 45,115, Dr. Ratcliffe – 3,615, Mr. Perez – 31,932, Dr. Ferrante – 31,718 and Dr. Booth – 5,027.

Under our director compensation policy, which became effective upon the completion of our initial public offering, we pay our non-employee directors a cash retainer for service on the board of directorsBoard and for service on each committee on which the director is a member. The chairman of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors.Board. The fees paid to non-employee directors for service on the board of directorsBoard and for service on each committee of the board of directorsBoard on which the director is a member are as follows:

 

  Annual Retainer   Annual Retainer 

Board of Directors:

    

All nonemployee members

  $35,000   $35,000 

Additional retainer forNon-Executive Chairman of the Board

  $30,000   $30,000 

Audit Committee:

    

Chairman

  $15,000   $15,000 

Non-Chairman members

  $7,500   $7,500 

Compensation Committee:

    

Chairman

  $10,000   $10,000 

Non-Chairman members

  $5,000   $5,000 

Nominating and Corporate Governance Committee:

  

Nominating Committee:

  

Chairman

  $8,000   $8,000 

Non-Chairman members

  $4,000   $4,000 

We also reimburse our non-employee directors for reasonable travel andout-of-pocket expenses incurred in connection with attending our board of directorBoard and committee meetings.

Pursuant to our director compensation policy, directors are given the opportunity to elect to receive all or a portion of their retainer and committee fees in the form of an equity award of (a) unrestricted shares having a grant date fair value equal to the amount (or portion thereof) of such retainer and committee fees or (b) fully vested stock options to purchase common stock based on the Black-Scholes option-pricing model as of the date of grant. Any such election must be made (i) for any continuingnon-employee director, before the start of the calendar year with respect to any cash compensation for such calendar year and (ii) for any newnon-employee director, within 30 days of her or his election to the board of directors.Board. Any such stock options are vested upon grant and expire ten years from the date of grant.

In addition, our director compensation policy provides that each newnon-employee director elected to our boardBoard of directorsDirectors receives an initial,one-time stock option grant to purchase 28,66137,500 shares of our common stock (the “Initial Award”), which vests in equal monthly installments over three years, subject to continued service as a member of the board of directors.Board. In addition, each continuingnon-employee member of the boardBoard, other than a director receiving an Initial Award, receives, at the time of the Company’s annual meeting, an annual equity grant of options to purchase 14,33118,750 shares of our common stock, which vests in full upon the earlier of the first anniversary of the date of grant or the date of the next annual meeting of the Company’s stockholders, subject to continued service as a member of the board of directorsBoard through such date.

This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

ExecutiveFiscal Year 2020 Director Compensation Table

The table below shows all compensation paid to or earned by our non-employee directors during the fiscal year ended December 31, 2020. Executives who serve as directors do not receive any compensation for service as a director. The compensation received by Mr. Robbins and Dr. Wilson for their services to us during 2020 as our chief executive officers is presented in the 2020 Summary Compensation Table in “Executive Compensation” below.

Name

  Fees Earned or Paid
In Cash ($)(1)
   Option Awards
($)(2)(3)
   Total ($) 

Jörn Aldag(4)

  $25,000   $6,154  $31,154 

Bruce Booth, D.Phil.(4)

  $38,250   $6,154  $44,404 

Chris Cain, Ph.D.(5)

  $20,000   $54,688   $74,688 

Peter Harwin(5)

  $38,250   $54,688   $92,938 

Karen Ferrante, M.D.

  $48,000   $6,154  $54,154 

Arlene M. Morris

  $54,500   $6,154  $60,654 

Matthew E. Ros

  $47,000   $6,154  $53,154 

(1)

Amounts represent fees earned in cash for services rendered by each member of the Board. Mr. Aldag, Dr. Booth, Dr. Ferrante and Mr. Ros elected to receive their cash compensation in the form of fully vested options to purchase our common stock.

(2)

Amounts shown reflect the grant date fair value of option awards granted during 2020. The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (ASC Topic 718), disregarding the effect of estimated forfeitures related to service-based vesting. See note 10 to the financial statements in the Company’s Annual Report on Form 10-K regarding assumptions we made in determining the fair value of option awards.

(3)

As of December 31, 2020, our non-employee directors held the outstanding options to purchase the following number of shares of common stock: Mr. Aldag – 58,247, Dr. Booth – 66,434, Dr. Cain – 7,165, Mr. Harwin – 7,165, Dr. Ferrante – 54,090, Ms. Morris – 10,748 and Mr. Ros – 43,488. On July 6, 2020, in connection with our acquisition of Kiq (the “Merger”), all stock options held by our then-current directors, which included all of the directors in the table above other than Mr. Harwin and Dr. Cain, had their vesting schedules fully accelerated. The value of accelerated options, measured as described above in footnote (2) to the Summary Compensation Table, was $22,501 for each of Mr. Aldag, Dr. Booth and Dr. Ferrante and $24,094 for each of Ms. Morris and Mr. Ros. These amounts are separate from the 2020 compensation disclosed in the table above.

(4)

Mr. Aldag and Dr. Booth ceased to serve on the Board as of July 6, 2020.

(5)

All or a portion of the director’s fees is remitted directly to the investor with which such director is affiliated.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of our Board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

EXECUTIVE OFFICERS

Biographical and other information regarding our executive officers is set forth below. There are no family relationships among any of our directors or executive officers.

Name

Age
(as of April 30)

Position

Andrew Robbins(1)

45Chief Executive Officer, President and Director

John Green

40Chief Financial Officer

Jessica Sachs, M.D.

46Chief Medical Officer

(1)

For Mr. Robbins’s biographical information, see “Information Regarding Director Nominees and Continuing Directors” above.

John Green. Mr. Green has served as our Chief Financial Officer, principal accounting officer and principal financial officer since July 2020. Prior to his promotion, Mr. Green was our Vice President of Finance and Controller from April 2018 to June 2020. Mr. Green brings nearly 20 years of strategic finance and accounting experience to his position, nearly half of which has been in the biotechnology industry for both public and private companies. Prior to joining Cogent, Mr. Green served as Principal Accounting Officer at Merrimack Pharmaceuticals, Inc. (Nasdaq: MACK), a biopharmaceutical company, from March 2017 to June 2018. From November 2015 to March 2017, he served as the Controller at Fractyl Laboratories, Inc., a medical technology company. From June 2014 to November 2015, Mr. Green served as Director of Accounting at Dicerna Pharmaceuticals, Inc. (Nasdaq: DRNA), a biopharmaceutical company. From November 2013 to June 2014, Mr. Green served as a Senior Manager at Corporate Finance Group, Inc., a financial consulting firm. From 2008 to September 2013, Mr. Green served as an Assurance Manager at PricewaterhouseCoopers LLP, an accounting firm. Mr. Green is a Chartered Professional Accountant and holds a B.S. in Chemistry and Biology from Acadia University.

Jessica Sachs, M.D. Dr. Sachs has served as our Chief Medical Officer since June 2019. Prior to assuming this role, she served as our Vice President of Clinical Sciences from April 2017 to June 2019, and she was responsible for the clinical development strategy and medical and translational oversight of the Cogent portfolio. Dr. Sachs has over 16 years of experience in oncology and pediatrics. From 2012 to April 2017, Dr. Sachs served as Senior Medical Director of Clinical Research at Takeda Pharmaceutical Company Limited, a global biopharmaceutical company, where she led multiple clinical programs in oncology and transplantation. From 2010 to 2012, Dr. Sachs was Associate Director at Genzyme Corporation, a biotechnology company, where she was responsible for post-marketing safety surveillance and risk management activities for a variety of oncology products. Dr. Sachs has been a faculty member of the Harvard Medical School since 2007 and is an Assistant in Pediatrics in the Division of Pediatric Hematology/Oncology at the Massachusetts General Hospital. She completed her fellowship in pediatric hematology and oncology at the Dana Farber Cancer Institute and Children’s Hospital Boston. She received her M.D. from Washington University in St. Louis and her B.S. from Duke University.

EXECUTIVE COMPENSATION

Our named executive officers, or NEOs, for 2020, which consist of all individuals who served as our principal executive officers during 2020 and the year ended December 31, 2018next two most highly compensated executive officers, are:

Andrew Robbins, our Chief Executive Officer;

Charles Wilson, Ph.D., our chief executive officer;former Chief Executive Officer;

John Green, our Chief Financial Officer; and

 

Michael Vasconcelles,Jessica Sachs, M.D., our chief medical officer; andChief Medical Officer.

Christiana Stamoulis, our former president and chief financial officer.

2020 Summary Compensation Table

The following table presentssummarizes the compensation awarded to, earned by or paid to each of our named executive officersNEOs for the years indicated.2020 and 2019.

 

 

    Year                

Salary

($)

   

Bonus

($)

   

Option

awards

($)(1)

   

Total 

($) 

 

 Charles Wilson, Ph.D.

   2018              486,000    248,160    1,340,955    2,117,115  

 Chief Executive Officer

   2017              360,000    113,400    -    473,400  

 Michael Vasconcelles, M.D.

   2018              415,200    139,824    505,179    1,070,003  

 Chief Medical Officer

   2017              384,844    121,669    473,507    980,020  

 Christiana Stamoulis (2)

   2018              409,300    -    606,995    1,031,995  

 Former President and Chief Financial Officer

   2017              348,750    132,300    473,507    954,557  
  

Name and Principal Position

  Year   Salary
($)
   Bonus
($)
  Option
Awards
($)(1)(2)
   All Other
Compensation
($)
  Total
($)
 

Andrew Robbins

Chief Executive Officer

   2020    101,731    65,219   17,692,794    —     17,859,744 

Charles Wilson, Ph.D.

Former Chief Executive Officer

   2020    481,340    —     —      1,315,411(3)   1,796,751 
   2019    543,417    232,263(4)   941,736    —     1,717,416 

John Green

Chief Financial Officer

   2020    323,957    440,030(5)   1,375,258    —     2,139,245 

Jessica Sachs, M.D.

Chief Medical Officer

   2020    278,738    —     115,396    795,323(6)   1,189,457 

 

(1)

Amounts reflect the grant-date fair value of option awards granted in 20172020 and 20182019 in accordance with ASC Topic 718 disregarding the effect of any estimated forfeitures related to service-vesting conditions. For 2020, amounts for Mr. Green and Dr. Sachs also reflect the incremental value arising from the modification of awards pursuant to the repricing of stock options in May 2020. For information regarding assumptions underlying the valuation of equity awards, see Note 10 to the financial statements in our annual reportthe Company’s Annual Report on Form10-K10-K. for the year ended December 31, 2018. These amounts do not correspond to the actual value that may be recognized by the executives upon exercise of the options.

(2)

Ms. Stamoulis resignedOn July 6, 2020, in connection with the Merger, the unvested equity awards held by Dr. Wilson, Mr. Green and Dr. Sachs were accelerated in full. The value of accelerated options, measured as the product of (x) the number of unvested options held by each executive as of July 6, 2020 multiplied by (y) the difference between the closing price of our common stock on July 6, 2020 and the exercise price of the options, was $0 for Mr. Wilson, $169,585 for Mr. Green and $559,120 for Dr. Sachs. As of July 6 2020, Mr. Green also held unvested restricted stock units that were accelerated, valued at $240,810, measured as the product of the number of unvested restricted stock units multiplied by the closing price of our common stock on July 6, 2020. These amounts are separate from the 2020 compensation disclosed in the table above.

(3)

In connection with Dr. Wilson’s termination of employment, he received cash severance equal to $860,737, bonus severance equal to $430,369 and $24,305 in respect of COBRA premiums for health benefit coverage, all as described in further detail in the section titled “Employment Arrangements with our Named Executive Officers” below.

(4)

The Company’s proxy statement filed on April 29, 2020 reported that Dr. Wilson received a bonus equal to $264,000. The correct bonus value for 2019 has been reported in the table above.

(5)

Represents an annual bonus equal to $160,580 earned for fiscal year 2020 performance as well as the value of a retention bonus equal to $279,450.

(6)

In connection with Dr. Sachs’s change in employment status, she received cash severance equal to $434,400, bonus severance equal to $173,760 and $187,163 in consulting fees for her continued service as our president and chief financial officer and her employmentconsultant, each as described in further detail in the section titled “Employment Arrangements with Unum terminated effective January 31, 2019.our Named Executive Officers” below.

Narrative to Summary Compensation Table

Our board of directorsBoard and compensation committeeCompensation Committee review compensation annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, they consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations

and objectives, our desire to motivate our employees to achieve short-and long-term results that are in the best interests of our stockholders, and our desire to incentivize a long-term commitment to our company. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, bonus and long-term incentives.

Our compensation committeeCompensation Committee has historically determined our executives’ compensation. Our compensation committeeCompensation Committee typically reviews and discusses management’s proposed compensation with the chief executive officer for all executives other than the chief executive officer. Based on those discussions and its discretion, taking into account the factors noted above, the compensation committee then determines the compensation for each executive officer. In 2018,2020, the compensation committeeCompensation Committee retained the services of Radford, an AON company, as its external compensation consultant and the board of directorsBoard and the compensation committeeCompensation Committee considered Radford’s input on certain compensation matters as they deemed appropriate. Our compensation committeeCompensation Committee has assessed the independence of Radford consistent with Nasdaq listing standards and has concluded that the engagement of Radford does not raise any conflict of interest.

Annual base salaryBase Salary

Each named executive officer’s base salary is a fixed component of annual compensation for performing specific duties and functions, and has been established by our board of directorsBoard taking into account each individual’s role, responsibilities, skills and experience. Base salaries for our named executive officers are reviewed annually by our compensation committee,Compensation Committee, typically in connection with our annual performance review process, and adjusted from time to time, based on the recommendation of the compensation committee,Compensation Committee, to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

Cash bonusBonus

From time to time, our board of directorsBoard or compensation committeeCompensation Committee may approve annual bonuses for our named executive officers based on individual performance, company performance or as otherwise determined appropriate. In fiscal year 2020, the Company also awarded Mr. Green with a retention bonus subject to his continued employment through September 30, 2020 in appreciation of his continued support in connection with the Merger.

Long-term equity incentivesLong-Term Equity Incentives

Our equity grant program is intended to align the interests of our named executive officers with those of our stockholders and to motivate them to make important contributions to our performance. During the year ended December 31, 2018,2020, we made grants of stock options to each of our named executive officers.officers other than Dr. Wilson, who elected not to receive any stock options in 2020 in order to increase the stock options available for annual grants to other employees. The grant date fair values of such awards are set forth in the “Summary“2020 Summary Compensation Table” above and the number of shares underlying such awards and the vesting terms of such awards are set forth in the “Outstanding Equity Awards at 20182020 Fiscal Year End Table” below.

OutstandingAcceleration of Equity Awards at 2018 Fiscal Year End Table

The following table presents information regarding all outstanding stock options held by each of our named executive officers on December 31, 2018.

 

 
   

 

   

 

Option awards

 
 Name  Grant Date   

                                         Number of

securities

underlying

unexercised

options (#)

exercisable

   

Number of

securities

underlying

unexercised

options (#)

        unexercisable

  

            

   

Option

exercise price

($)

   

Option

expiration

date

 

  Charles Wilson, Ph.D.

   3/28/2018        213,357 (1)    $12.00    3/27/2028 

  Michael Vasconcelles, M.D.

   11/4/2015    218,320    57,452 (2)    $5.23    11/3/2025 
   10/27/2017    23,220    56,391 (3)    $9.77    10/26/2027 
   3/28/2018        80,376 (4)    $12.00    3/27/2028 

  Christiana Stamoulis

   1/29/2015    389,762    8,293 (5)    $0.18    1/28/2025 
   4/30/2015    140,484    12,771 (6)    $0.18    4/29/2025 
   10/27/2017    23,220    56,391 (7)    $9.77    10/26/2027 
   3/28/2018        96,577 (8)    $12.00    3/27/2028 
  

(1)Dr. Wilson’s stock option granted on March 28, 2018 vests over four years,in Connection with 25% of the shares vesting on the first anniversary of the vesting commencement date, March 16, 2018, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to Dr. Wilson’s continuous service with us.

(2)Dr. Vasconcelles’ stock option granted on November 4, 2015 vests over four years, with 25% of the shares vesting on the first anniversary of the vesting commencement date, October 20, 2015, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to Dr. Vasconcelles’ continuous service with us.

(3) Dr. Vasconcelles’ stock option granted on October 27, 2017 vests over four years, with 25% of the shares vesting on the first anniversary of the vesting commencement date, October 27, 2017, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to Dr. Vasconcelles’ continuous service with us.

(4) Dr. Vasconcelles’ stock option granted on March 28, 2018 vests over four years, with 25% of the shares vesting on the first anniversary of the vesting commencement date, March 16, 2018, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to Dr. Vasconcelles’ continuous service with us.

(5) Ms. Stamoulis’ stock option granted on January 29, 2015 vests over four years, with 25% of the shares vesting on the first anniversary of the vesting commencement date, January 9, 2015, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to Ms. Stamoulis’ continuous service with us

(6) Ms. Stamoulis’ stock option granted on April 30, 2015 vests over four years, with 25% of the shares vesting on the first anniversary of the vesting commencement date, April 30, 2015, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to Ms. Stamoulis’ continuous service with us.

(7) Ms. Stamoulis’ stock option granted on October 27, 2017 vests over four years, with 25% of the shares vesting on the first anniversary of the vesting commencement date, October 27, 2017, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to Ms. Stamoulis’ continuous service with us.

(8) Ms. Stamoulis’ stock option granted on March 28, 2018 vests over four years, with 25% of the shares vesting on the first anniversary of the vesting commencement date, March 16, 2018 and the remaining shares vesting in 36 equal monthly installments thereafter, subject to Ms. Stamoulis’ continuous service with us.

Employment arrangements with our named executive officersMerger

In connection with the Merger, on July 6, 2020, all outstanding unvested equity awards held by our IPO, weemployees, including our named executive officers, were accelerated in full.

Outstanding Equity Awards at 2020 Fiscal Year End Table

The following table sets forth information regarding outstanding equity awards at the end of 2020 for each of our NEOs.

       Option Awards 

Name

  Grant Date   Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
   Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
  Option
Exercise Price
($)
   Option
Expiration
Date
 

Andrew Robbins

   10/23/2020    —      1,860,605(1)   11.16    10/22/2030 
   12/07/2020    —      456,693(1)   12.76    12/06/2030 

Charles Wilson, Ph.D.(2)

   03/28/2018    53,340    —     48.00    03/27/2028 
   03/01/2019    43,600    —     17.44    02/28/2029 

John Green

   05/07/2020    27,867    —     1.67    05/06/2030 
   10/13/2020    —      173,925(1)   11.56    10/12/2030 

Jessica Sachs, M.D.

   05/07/2020    99,472    —     1.67    05/06/2030 

(1)

Stock options vest over four years, with 25% of the shares vesting on the first anniversary of the grant date, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to continuous service with us.

(2)

Due to Dr. Wilson’s termination of employment, his outstanding stock options expired on January 30, 2021.

Employment Arrangements with our Named Executive Officers

We have entered into employment agreements with each of our named executive officers. Each of our named executive officers is employed at will.

Charles Wilson, Ph.D.Andrew Robbins.

For the year ended December 31, 2018, priorMr. Robbins’s employment agreement provides for “at will” employment. Pursuant to the completionterms of our IPO, Dr. Wilson’shis employment agreement, Mr. Robbins is entitled to an annual base salary was $360,000 and hisof $575,000. Mr. Robbins is also eligible for annual cash incentive bonus target was equal to 30%compensation targeted at 60% of his base salary. UponPursuant to the effectiveness of our IPO, Dr. Wilson’s base salary was increased to $528,000 and his annual cash incentive bonus target was increased to 50%terms of his base salary.

Dr. Wilson’s employment agreement, provides that,and as approved by the Board on October 23, 2020 (the “Grant Date”), Mr. Robbins was granted a non-qualified stock option “inducement award” to purchase 1,860,605 shares of the Company’s common stock pursuant to the terms of a stock option award agreement (the “New Hire Option”) under the Company’s Inducement Plan as an inducement material to Mr. Robbins becoming an employee of the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The New Hire Option has a ten-year term and vests as to

25% of the shares underlying the stock option on the first anniversary of the Grant Date and as to the remaining 75% of the shares underlying the stock option in equal monthly installments over the 36 months thereafter. The New Hire Option granted to Mr. Robbins has an exercise price per share equal to the closing price of the Company’s common stock on the grant date.

Mr. Robbins is eligible to participate in the event that Dr. Wilson’semployee benefit plans generally available to full-time employees, subject to the terms of those plans. Pursuant to the terms of his employment agreement, if Mr. Robbins’s employment is terminated by usthe Company without “cause” or Dr. Wilson resigns for “good reason”cause (as each is defined in thehis employment agreement) or by Mr. Robbins for good reason (as defined in his employment agreement), Mr. Robbins will receive any base salary through the date of termination, unpaid expense reimbursements, unused vacation accrued through the date of termination and any vested benefits under any employee benefit plan through the date of termination. Additionally, subject to theMr. Robbins’s execution and effectiveness of a separation agreement, including a general release of potential claims in our favor, heagainst the Company, Mr. Robbins will be entitled to receivereceive: (i) a lump sum in cash in an amount equal to 12 months of base salary, payable in lump sum within 60 days after the date of termination, (ii) if Dr. Wilson is participating in our group health plan immediately prior to his termination and elects COBRA health continuation, a monthly cash payment until the earlier offor 12 months following terminationfor medical and dental benefits or the end of Dr. Wilson’sMr. Robbins’s COBRA health continuation period, whichever ends earlier, (iii) a lump sum in cash in an amount equal to 100% of Mr. Robbins’s target bonus for the amount that we would have made to provide health insurance to Dr. Wilson had he remained employed with us,then-current year and (iii)(iv) acceleration of equity awardsvesting on any time-based options in an amount thatwhich Mr. Robbins would have vested if he had remained employed for an additional 12 months following the date of his termination. The employment agreement also provides that, in lieu of the payments and benefits described above,months. However, in the event that Dr. Wilson’sMr. Robbins’s employment is terminated by usthe Company without cause, or Dr. Wilson resignsMr. Robbins terminates his employment with the Company for good reason, in either case withinfor a period of 90 days prior to or 12 months following the occurrence of a “changechange in control”control (as defined in thehis employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to theMr. Robbins’s execution and effectiveness of a separation agreement, including a general release of potential claims in our favor, heagainst the Company, Mr. Robbins will be entitled to receivereceive: (i) a lump sum in cash paymentin an amount equal to 18 months of his then-current base salary, (or(ii) a lump sum in cash in an amount equal to 150% of Mr. Robbins’s target bonus for the then-current year, (iii) a monthly cash payment for 18 months for medical and dental benefits or Mr. Robbins’s COBRA health continuation period, whichever ends earlier and (iv) acceleration of vesting on any options.

Charles Wilson, Ph.D. Dr. Wilson resigned as Chief Executive Officer effective as of October 23, 2020 and terminated his base salary in effect immediately prioremployment with the Company as of October 30, 2020 (the “Wilson Separation Date”). In connection with Dr. Wilson’s departure, the Company and Dr. Wilson entered into a Separation Agreement (the “Wilson Separation Agreement”). Pursuant to the changeWilson Separation Agreement, in control, if higher) plus 150 percentexchange for granting and not revoking a customary release agreement after the Wilson Separation Date, Dr. Wilson received (i) severance pay in an amount equal $860,737, (ii) an amount equal to 150% of his target bonus, (ii) if Dr. Wilson is participating in our group health plan immediately priorwhich equates to his termination, a monthly cash payment until the earlier of 18 months following termination or the end of Dr. Wilson’s COBRA health continuation period in an amount equal to

the amount that we would have made to provide health insurance to him had he remained employed with us$430,369 and (iii) full acceleration of$24,305 as reimbursement for COBRA premiums for health benefit coverage. Additionally, all equity awards held by Dr. Wilson.Wilson became vested and exercisable or non-forfeitable as of the Wilson Separation Date.

Dr. WilsonJohn Green. On June 30, 2020, John Green was promoted from Vice President of Finance and Controller to Chief Financial Officer, effective as of July 4, 2020. In connection therewith, the Company entered into an employment agreement with Mr. Green providing for “at will” employment. Mr. Green’s employment agreement was amended effective as of October 13, 2020. Pursuant to the terms of his employment agreement, as amended, Mr. Green is entitled to an annual base salary of $ 401,450 ($350,000 prior to the amendment). Mr. Green is also eligible for annual incentive compensation targeted at 40% of his base salary. Mr. Green is eligible to participate in the employee benefit plans generally available to ourfull-time employees, subject to the terms of those plans.

Michael Vasconcelles, M.D.

For the year ended December 31, 2018, prior Pursuant to the completion of our IPO, Dr. Vasconcelles’ base salary was $386,250 and his annual cash incentive bonus target was equal to 30%terms of his base salary. Upon the effectiveness of our IPO, Dr. Vasconcelles’ base salary was increased to $425,000 and his annual cash incentive bonus target was increased to 35% of his base salary.

Dr. Vasconcelles’ employment agreement, provides that, in the event that Dr. Vasconcelles’if Mr. Green’s employment is terminated by us without “cause” or Dr. Vasconcelles resigns for “good reason”cause (as each is defined in thehis employment agreement) or by Mr. Green for good reason (as defined in his employment agreement), Mr. Green will receive any base salary through the date of termination, unpaid expense reimbursements, unused vacation accrued through the date of termination and any vested benefits under any employee benefit plan through the date of termination. Additionally, subject to theMr. Green’s execution and effectiveness of a separation agreement, including a general release of potential claims in our favor, heagainst us, Mr. Green will be entitled to receivereceive: (i) a lump sum in cash in an amount equal to nine months of base salary, payable in lump sum within 60 days after the date of termination, (ii) if Dr. Vasconcelles is participating in our group health plan immediately prior to his termination and elects COBRA health continuation, a monthly cash payment until the earlier offor nine months following terminationfor medical and dental benefits or the end of Dr. Vasconcelles’Mr. Green’s COBRA health continuation period, in an amount equal to the amount that we would have made to provide health insurance to Dr. Vasconcelles had he remained employed with us,whichever ends earlier and (iii) acceleration of equity awardsvesting on any Options in an amount thatwhich Mr. Green would have vested if he had remained employed for an additional nine months following the date of his termination. The employment agreement also provides that, in lieu of the payments and benefits described above,months.

However, in the event that Dr. Vasconcelles’Mr. Green’s employment is terminated by us without cause, or Dr. Vasconcelles resignsMr. Green terminates his employment with us for good reason, in either case within 12 months following the occurrence of a “changechange in control”control (as defined in thehis employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to theMr. Green’s execution and effectiveness of a separation agreement, including a general release of potential claims in our favor, heagainst us, Mr. Green will be entitled to receivereceive: (i) a lump sum in cash paymentin an amount equal to 12 months of his then-current base salary, (or his base salary(ii) a lump sum in effect immediately prior to the change in control, if higher) plus 100 percent of his target bonus, (ii) if Dr. Vasconcelles is participating in our group health plan immediately prior to his termination, a monthly cash payment until the earlier of 12 months following termination or the end of Dr. Vasconcelles’ COBRA health continuation period in an amount equal to 100% of Mr. Green’s target bonus for the amount that we would have made to providethen-current year, (iii) a monthly cash payment for 12 months for medical and dental benefits or Mr. Green’s COBRA health insurance to him had he remained employed with uscontinuation period, whichever ends earlier and (iii) full(iv) acceleration of all equity awards held byvesting on any Options.

Jessica Sachs, M.D. As of February 1, 2021, Jessica Sachs’s employment agreement provides for “at will” employment. Pursuant to the terms of her employment agreement, Dr. Vasconcelles.

Sachs is entitled to an annual base salary of $460,000. Dr. VasconcellesSachs is also eligible for annual incentive compensation targeted at 40% of her base salary. Dr. Sachs is eligible to participate in the employee benefit plans generally available to ourfull-time employees, subject to the terms of those plans.

Christiana Stamoulis

Effective January 31, 2019, Ms. Stamoulis resigned from her position of President and Chief Financial Officer of Unum. For the year ended December 31, 2018, prior Pursuant to the completion of our IPO, her base salary was $360,000 and her annual cash incentive bonus target was 35%terms of her base salary. Upon the effectiveness of our IPO, Ms. Stamoulis’ annual base salary was increased to $425,000 and her annual cash incentive bonus target remained at 35% of her base salary.

Ms. Stamoulis’ employment agreement, provided that, in the event that Ms. Stamoulis’if Dr. Sachs’s employment wasis terminated by us without “cause” or Ms. Stamoulis resigned for “good reason”cause (as each is defined in theher employment agreement) or by Dr. Sachs for good reason (as defined in her employment agreement), Dr. Sachs will receive any base salary through the date of termination, unpaid expense reimbursements, unused vacation accrued through the date of termination and any vested benefits under any employee benefit plan through the date of termination. Additionally, subject to theDr. Sachs’s execution and effectiveness of a separation agreement, including a general release of potential claims in our favor, she would have beenagainst us, Dr. Sachs will be entitled to receivereceive: (i) a lump sum in cash in an amount equal to nine months of base salary, payable in lump sum within 60 days after the date of termination, (ii) if Ms. Stamoulis is participating in our group health plan immediately prior to her termination and elects COBRA health continuation, a monthly cash payment until the earlier offor nine months following terminationfor medical and dental benefits or the end of Ms. Stamoulis’Dr. Sachs’s COBRA health continuation period, in an amount equal to the amount that we would have made to provide health insurance to Ms. Stamoulis had she remained employed with us,whichever ends earlier and (iii) acceleration of equity awardsvesting on any time-based Options in an amount thatwhich Dr. Sachs would have vested if she had remained employed for an additional nine months following the date of her termination. The employment agreement also provided that, in lieu of the payments and benefits described above,months. However, in the event that Ms. Stamoulis’Dr. Sachs’s employment wasis terminated by us without cause, or Ms. Stamoulis resignsDr. Sachs terminates her employment with us for good reason, in either case within 12 months following the occurrence of a “changechange in control”control (as defined in theher employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to theDr. Sachs’s execution and effectiveness of a separation agreement, including a general release of potential claims in our favor, she would have beenagainst us, Dr. Sachs will be entitled to receivereceive: (i) a lump sum in cash paymentin an amount equal to 12 months of her then-current base salary, (or her(ii) a lump sum in cash in an amount equal to 100% of Dr. Sachs’s target bonus for the then-current year, (iii) a monthly cash payment for 12 months for medical and dental benefits or Dr. Sachs’s COBRA health continuation period, whichever ends earlier and (iv) acceleration of vesting on any time-based Options. During fiscal year 2020, Dr. Sachs served as both an employee and a consultant. While serving as an employee, Dr. Sachs’s annual base salary in effect immediately priorduring 2020 was $434,400 and her annual incentive compensation opportunity was targeted at 40%. Effective August 21, 2021 (the “Sachs Separation Date”), the Company changed Dr. Sachs’s employment status by entering into a Separation Agreement (the “Sachs Separation Agreement”) but Dr. Sachs continued to serve as our Chief Medical Officer as our consultant at the rate of $525 per hour. Pursuant to the changeSachs Separation Agreement, in control, if higher) plus 100 percentexchange for granting and not revoking a customary release agreement after the Sachs Separation Date, Dr. Sachs received (i) severance pay in an amount equal $434,400 and (ii) an amount equal to 100% of her target bonus, (ii) if Ms. Stamoulis is participating in our groupwhich equates to $173,760. Pursuant to the terms of the Sachs Separation Agreement, Dr. Sachs was also eligible to receive reimbursement of COBRA premiums for health plan immediately priorbenefit coverage for up to her termination, a monthly cash payment until the earlier of 12twelve months, following termination or the end of Ms. Stamoulis’ COBRA health continuation period in an amount equal to the amountmonthly employer contribution that wethe Company would have made to provide health insurance to herDr. Sachs had she remained employed with us and (iii) full acceleration ofthe Company, but Dr. Sachs did not elect COBRA continuation. Additionally, all equity awards held by Ms. Stamoulis.Dr. Sachs became vested and exercisable or non-forfeitable as of the Sachs Separation Date.

Ms. Stamoulis was also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans.

Additional Narrative Disclosure

401(k) Plan

401(k) Plan.We maintain the Unum TherapeuticsCogent Biosciences, Inc. 401(k) Plan, atax-qualified retirement plan for our employees. The 401(k) planPlan is intended to qualify under Section 401(k) of the Internal Revenue Service Code of 1986, as amended, so that contributions to the 401(k) planPlan by employees or by us, and the investment earnings thereon, are not taxable to the employees until withdrawn from the 401(k) plan,Plan, and so that contributions by us, if any,

will be deductible by us when made. Under the 401(k) plan,Plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to the 401(k) plan.Plan. We currently match 100% of an employee’s contributions to the 401(k) Plan up to 4% of an employee’s compensation.

Health and Welfare Benefits.

All of our full-time employees, including our executive officers, are eligible to participate in certain medical, disability and life insurance benefit programs offered by us. We pay the premiums for term life insurance and long-term disability for all of our employees, including our executive officers. We also provide all employees, including executive officers, with a flexible spending account plan, an employee stock purchase plan and paid time off benefits, including vacation, sick time and holidays. Although we have adopted an employee stock purchase plan, the Company has not yet made any offerings under such plan. We do not sponsor any qualified or non-qualified defined benefit plans for any of our employees or executives.

Equity Compensation Plan InformationOther Retirement Benefits

We do not maintain any defined benefit pension plans or any nonqualified deferred compensation plans.

CERTAIN INFORMATION ABOUT OUR COMMON STOCK

Security Ownership of Certain Beneficial Owners and Management

The following table providessets forth information, to the extent known by us or ascertainable from public filings, regarding beneficial ownership of our equity interests as of DecemberMarch 31, 20182021 by:

each stockholder or group of stockholders known by us to be the beneficial owner of more than 5% of our outstanding equity interests (our 5% and Greater Stockholders);

each of our directors;

each of our NEOs; and

all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC based on Company records and stockholder filings with the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under the SEC rules, beneficial ownership represents voting or investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after the date of this table. Except as otherwise noted, to our knowledge and subject to applicable community property rules, the persons and entities named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned.

The percentage ownership information shown in the table below is based on 37,194,267 shares of our common stock that may be issued under our existing equity compensation plans.outstanding as of the date of this table (plus, as to any particular beneficial owner, any shares as to which such person has the right to acquire beneficial ownership within 60 days). Unless otherwise indicated, the address of each beneficial owner listed in this table is 200 Cambridge Park Drive, Suite 2500, Cambridge, Massachusetts 02140.

 

Plan Category  Number of

Securities to be

Issued Upon

Exercise of

Outstanding

Options, Warrants      

and Rights

  Weighted

Average

Exercise Price

of Outstanding    

Options,

Warrants and

Rights

  Number of

Securities

Remaining

Available for

Future Issuance
Under Equity

Compensation

Plans (Excluding      

Securities

Reflected in the

First Column)

 

Equity compensation plans approved by stockholders(1)

 

  3,661,982

 

  $5.92

 

  3,107,738

 

Equity compensation plans not approved by stockholders

 

  -

 

  -

 

  -

 

Total

 

  3,661,982

 

  $5.92

 

  3,107,738

 

   Shares Beneficially Owned 

Name and Address of Beneficial Owner

  Number   Percentage 

5% Stockholders:

    

Entities affiliated with Fairmount Funds Management LLC(1)

   8,903,224    19.99

Entities affiliated with Atlas Venture Fund IX, L.P.(2)

   3,757,196    10.10

Entities affiliated with Venrock Healthcare Capital Partners II, L.P.(3)

   4,007,068    9.99

Entities affiliated with Biotechnology Value Fund, L.P.(4)

   3,114,532    8.03

Entities affiliated with RTW Investments, LP(5)

   1,988,750    5.08

Named Executive Officers and Directors:

    

Andrew Robbins(6)

   19,700    * 

Charles Wilson, Ph.D.

   —      * 

John Green(7)

   56,477    * 

Jessica Sachs, M.D.(8)

   107,378    * 

Chris Cain, Ph.D.(9)

   5,124    * 

Karen Ferrante, M.D.(10)

   58,998    * 

Peter Harwin(11)

   5,124    * 

Arlene M. Morris(12)

   14,081    * 

Matthew E. Ros(13)

   48,461    * 

Todd Shegog(14)

   4,375    * 

All current executive officers and directors as a group (9 persons)(15)

   319,719    * 

 

(1)*

Includes the following plans: our 2018 Stock Option and Incentive Plan and our 2018 Employee Stock Purchase Plan.Represents beneficial ownership of less than one percent.

As of December 31, 2018, a total of 2,793,738 shares of our common stock were reserved for issuance pursuant to the 2018 Stock Option and Incentive Plan, or the 2018 Plan, which number excludes the 1,202,319 shares that were added to the plan as a result of the automatic annual increase on January 1, 2019. The 2018 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2019, by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the board of directors. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the 2018 Plan and the 2015 Stock Incentive Plan, or the 2015 Plan, will be added back to the shares of common stock available for issuance under the 2018 Plan. The Company no longer makes grants under the 2015 Plan. As of December 31, 2018, a total of 314,000 shares of our common stock have been reserved for issuance pursuant to the 2018 Employee Stock Purchase Plan, or the 2018 ESPP, which number excludes the 300,580 shares that were added to the plan as a result of the automatic annual increase on January 1, 2019. The 2018 ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2019, by the least of 500,000 shares of our common stock, 1% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the administrator. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

Compensation Risk Assessment

We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. Our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with ourpay-for-performance compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Certain Relationships and Transactions

Other than the compensation agreements and other arrangements described under “Executive compensation” and “Director compensation” in this proxy statement and the transactions described below, since January 1, 2017, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 (or, if less, 1% of the average of our total assets amounts at December 31, 2017 and 2018) and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Participation in our IPO

Our existing stockholders, including certain affiliates of our directors purchased an aggregate of approximately 1,060,718 shares of our common stock in our initial public offering at the initial public offering price. The following table sets forth the number of shares of our common stock purchased by directors, executive officers and 5% stockholders and their affiliates and the aggregate purchase price paid for such shares.

Name

    Shares of Common  
Stock Purchased
      Aggregate Cash   
Purchase Price
 

New Leaf(1)

   550,000   $6,600,000 

Atlas Venture Fund IX, L.P. (2)

   94,052   $1,128,624 

Aventisub LLC

   416,666   $4,999,992 

Total

   1,060,718   $12,728,616 
  

 

 

   

 

 

 

(1)

Consists of:Based on Company records and the Schedule 13D filed by Fairmount Funds Management LLC with the SEC on July 9, 2020, adjusted to reflect the 1-for-4 reverse stock split effective November 2020. Includes (i) 275,0001,272,124 shares of common stock purchased and receivedheld by New Leaf Biopharma Opportunities I, L.P. andFairmount Healthcare Fund II LP, (ii) 275,000286,851 shares of

common stock held by Fairmount Healthcare Fund LP, (iii) 7,334,000 shares of common stock purchasedissuable upon conversion of 29,377 shares of Series A Preferred Stock and received by New Leaf Ventures III, L.P. New Leaf, through its affiliates New Leaf Ventures III, L.P.(iv) 10,284 shares of common stock underlying options exercisable within 60 days of the date of this table. Excludes an estimated 9,509,252 shares of common stock issuable upon conversion of an estimated 38,037 shares of Series A Preferred Stock, the conversion of which is subject to a beneficial ownership limitation of 19.99% of the outstanding common stock. Fairmount Healthcare Fund GP LLC is the general partner of Fairmount Healthcare Fund LP and New Leaf Biopharma Opportunities I, L.P.,Fairmount Healthcare Fund II GP LLC is a holderthe general partner of more than 5%Fairmount Healthcare Fund II LP. Fairmount Funds Management LLC is the investment manager of our capital stockFairmount Healthcare Fund LP and was formerly affiliatedFairmount Healthcare Fund II LP. Fairmount Funds Management LLC, as the investment manager, along with Liam Ratcliffe, M.D., Ph.D., a member of our board of directors whose term will expire atFairmount Healthcare Fund GP LLC and Fairmount Healthcare Fund II GP LLC, as the Annual Meeting.

general partners, exercise voting and investment power over Fairmount Healthcare Fund LP and Fairmount Healthcare Fund II LP. The address for the beneficial owners is 2001 Market Street, Suite 2500, Philadelphia, Pennsylvania 19103.
(2)

Based on Company records and the Schedule 13G/A filed by Atlas Venture Fund IX, L.P. with the SEC on February 2, 2021. Includes an estimated 2,841,000 shares of common stock issuable upon conversion of an estimated 11,364 shares of Series A Preferred Stock. The shares are held directly by Atlas Venture Fund IX, L.P. (“Atlas Venture Fund IX”). The general partner of Atlas Venture Fund IX, L.P. (“Atlas IX”) is Atlas Venture Associates IX, L.P. (“AVA IX LP”). Atlas Venture Associates IX, LLC (“AVA IX LLC”) is the general partner of AVA IX LP.L.P. Each of AVA IX L.P. and AVA IX LLC through its affiliatesdisclaims beneficial ownership of the shares held by Atlas Venture Fund IX, L.P., except to the extent of its pecuniary interest therein, if any. Each of Atlas IX, AVA IX L.P. and AVA IX LLC have shared voting power with respect to the shares owned by Atlas IX. The address of Atlas Venture Fund IX, L.P., AVA IX LP, and AVA IX LLC is 46 Wareham Street, Boston, Massachusetts 02118.

(3)

Based on Company records and the Schedule 13G/A filed by Venrock Healthcare Capital Partners II, L.P. with the SEC on August 19, 2020, adjusted to reflect the 1-for-4 reverse stock split effective November 2020. Includes (i) 287,775 shares of common stock owned by Venrock Healthcare Capital Partners II, L.P., (ii) 116,611 shares of common stock owned by VHCP Co-Investment Holdings II, LLC, (iii) 622,260 shares of common stock owned by Venrock Healthcare Capital Partners III, L.P. and (iv) 62,171 shares of common stock owned by VHCP Co-Investment Holdings III, LLC. Excludes an estimated 490,750 shares of common stock issuable upon conversion of an estimated 1,963 shares of Series A Preferred Stock, the conversion of which is subject to a holderbeneficial ownership limitation of 9.99% of the outstanding common stock. VHCP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. Messrs. Nimish Shah and Bong Koh are the voting members of VHCP Management II, LLC and VHCP Management III, LLC. The address for the individuals and entities listed above is 3340 Hillview Avenue, Palo Alto, California 94304.

(4)

Based on a Schedule 13G filed by Biotechnology Value Fund, L.P. (“BVF”) with the SEC on February 11, 2021. Consists of (i) 1,696,450 shares of common stock, including 826,000 shares of common stock issuable upon the conversion of 3,304 shares of Series A Preferred Stock held by BVF, (ii) 1,194,406 shares of common stock, including 615,250 shares of common stock issuable upon the conversion of 2,461 shares of Series A Preferred Stock held by Biotechnology Value Fund II, L.P. (“BVF2”), (iii) 185,668 shares of common stock, including 104,500 shares issuable upon the conversion of 418 shares of Series A Preferred Stock held by Biotechnology Value Trading Fund OS LP (“Trading Fund OS”) and (iv) shares of common stock beneficially owned by a certain partners managed account (the “Partners Managed Account”). BVF I GP LLC (“BVF GP”), as the general partner of BVF, may be deemed to beneficially own the shares of common stock beneficially owned by BVF. BVF II GP LLC (“BVF2 GP”), as the general partner of BVF2, may be deemed to beneficially own the shares of common stock beneficially owned by BVF2. BVF Partners OS Ltd. (“Partners OS”), as the general partner of Trading Fund OS, may be deemed to beneficially own the shares of common stock beneficially owned by Trading Fund OS. BVF GP Holdings LLC (“BVF GPH”), as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the shares of common stock beneficially owned by BVF and BV2. BVF Partners L.P. (“Partners”), as the investment

manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the shares of common stock beneficially owned by BVF, BVF2, Trading Fund OS and the Partners Managed Account. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the shares of common stock beneficially owned by Partners. Mr. Mark N. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the shares of common stock beneficially owned by BVF Inc. BVF GP disclaims beneficial ownership of the securities beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the securities beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the securities beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the securities beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the securities beneficially owned by BVF, BVF2, Trading Fund OS and the Partners Managed Account. BVF and BVF GP have shared voting power with respect to the shares of common stock beneficially owned by BVF. BVF2 and BVF2 GP have shared voting power with respect to the shares of common stock beneficially owned by BVF2. Trading Fund OS GP and Partners OS have shared voting power with respect to the shares of common stock beneficially owned by Trading Fund OS. BVF GPH has shared voting power with respect to the shares of common stock beneficially owned by BVF and BVF2. Mr. Lampert, Partners and BVF Inc. have shared voting power with respect to the shares of common stock beneficially owned by BVF, BVF2, Trading Fund OS and the Partners Managed Account. The address of each of BVF, BVF GP, BVF2, BVF2 GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert is 44 Montgomery St., 40th Floor, San Francisco, California 94104. The address of each of Partners OS and Trading Fund OS is P.O. Box 309 Ugland House Grand Cayman, KY1-1104, Cayman Islands.
(5)

Based on a Schedule 13G filed by RTW Investments, LP (“RTW Investments”) with the SEC on February 12, 2021. The shares are issuable upon the conversion of 7,955 shares of Series A Preferred Stock and held by RTW Master Fund, Ltd. (“Master Fund”) and one or more than 5%private funds (together the “Funds”) managed by RTW Investments. Mr. Roderick Wong is the managing partner of RTW Investments. RTW Investments, in its capacity as the investment manager of the Funds, and Mr. Wong have the shared power to vote and the power to direct the disposition of all shares held by the Funds. Master Fund has shared voting power with respect to the 1,396,250 shares of common stock beneficially owned by it. Mr. Wong and each of the foregoing entities disclaim beneficial ownership of the shares held by the aforementioned funds except to the extent of their pecuniary interest therein. The address of RTW Investments and Mr. Wong is 40 10th Avenue Floor 7 New York, New York 10014. The address of RTW Master Fund, Ltd. is 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands.

(6)

Consists entirely of shares of common stock underlying options exercisable within 60 days of the date of this table.

(7)

Includes 34,823 shares of common stock underlying options exercisable within 60 days of the date of this table.

(8)

Consists entirely of shares of common stock underlying options exercisable within 60 days of the date of this table.

(9)

Consists entirely of shares of common stock underlying options exercisable within 60 days of the date of this table.

(10)

Consists entirely of shares of common stock underlying options exercisable within 60 days of the date of this table.

(11)

Consists entirely of shares of common stock underlying options exercisable within 60 days of the date of this table.

(12)

Consists entirely of shares of common stock underlying options exercisable within 60 days of the date of this table.

(13)

Consists entirely of shares of common stock underlying options exercisable within 60 days of the date of this table.

(14)

Consists entirely of shares of common stock underlying options exercisable within 60 days of the date of this table.

(15)

Includes 293,690 shares of common stock underlying options exercisable within 60 days of the date of this table.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Based solely on a review of such reports filed with the SEC and written representations that no other reports were required, during the fiscal year ended December 31, 2020, the Company’s officers, directors and greater than ten percent beneficial owners filed all required reports on a timely basis, other than one Form 4 filed late on December 7, 2020 due to administrative error to report the issuance of common stock distributed to Mr. Green pursuant to a CVR.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2020 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

Plan Category

  Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
   Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
   Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
the First Column)
 

Equity compensation plans approved by stockholders(1)

   1,392,428   $11.24    420,683 

Equity compensation plans not approved by stockholders(2)

   1,860,605   $11.16    1,889,395 

Total

   3,253,033   $11.19    2,310,078 
  

 

 

   

 

 

   

 

 

 

(1)

Includes the following plans: our 2018 Stock Option and Incentive Plan and our 2018 Employee Stock Purchase Plan.

(2)

Includes our 2020 Inducement Plan. The 2020 Inducement Plan was adopted by the Board in October 2020. A total of 3,750,000 shares of common stock have been reserved for issuance under the 2020 Inducement Plan, subject to adjustment for stock dividends, stock splits or other changes in our common stock or capital structure. The purpose of the 2020 Inducement Plan is to secure and retain the services of eligible employees, to provide incentives for such eligible employees to exert maximum efforts for the success of the Company and to provide such eligible employees an opportunity to benefit from increases in value of the Company’s common stock through the granting of certain stock awards. The Inducement Plan was approved by our Compensation Committee without stockholder approval pursuant to Nasdaq Stock Market Listing Rule 5635(c)(4), and is affiliatedutilized exclusively for the grant of stock awards to individuals who were not previously an employee or non-employee director of the Company (or following a bona fide period of non-employment with Bruce Booth, DPhil.the Company) as an inducement material to such individual’s entry into employment with the Company, within the meaning of Nasdaq Listing Rule 5635(c)(4). The 2020 Inducement Plan is administered by our Compensation Committee. Stock awards under the 2020 Inducement Plan may only be granted by: (i) the Compensation Committee, (ii) another committee of the Board composed solely of at least two members of the Board who meet the requirements for independence under the Nasdaq Stock Market Listing Rules (the “Independent Directors”) or (iii) at the Board level by at least a majority of the Independent Directors (the foregoing subsections (i), a member(ii) and (iii) are collectively referred to as the “Committee”). The Committee may choose to grant (i) nonstatutory stock options, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock unit awards and (v) other stock awards to eligible recipients, with each grant to be evidenced by an award agreement setting forth the terms and conditions of our boardthe grant as determined by the Committee in accordance with the terms of directors.the 2020 Inducement Plan.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Person Transaction Policy

Our Board has adopted a written related person transactions policy providing that transactions with our directors or executive officers or any beneficial owners of 5% of any class of our voting capital stock or an affiliate or immediate family member thereof, each a related person, must be approved by our Audit Committee. Pursuant to this policy, the Audit Committee has the primary responsibility for reviewing and approving or disapproving “related person transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. In determining whether to approve any such transaction, the Audit Committee will review and consider:

the related person’s interest in the related person transaction;

the approximate dollar amount involved in the related person transaction;

the approximate dollar amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

whether the transaction was undertaken in the ordinary course of our business;

whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

the purpose, and the potential benefits to us, of the related-party transaction; and

any other information regarding the related-party transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

Certain Relationships and Transactions

The following is a summary of each transaction or series of similar transactions since January 1, 2019 to which we were a party in which:

the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years; and

any of our directors or executive officers or any beneficial owners of 5% of any class of our voting capital stock or any affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described under the section titled “Executive Compensation” or that were approved by our Compensation Committee.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to such securities.

Limitation of Liability and Indemnification of Officers and Directors

Our certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

any breach of their duty of loyalty to our company 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 Delaware General Corporation Law; or

any transaction from which they derived an improper personal benefit.

certain circumstances. Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability

of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

In addition, we adoptedIndemnification

Our bylaws which provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust

or other enterprise. Our bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Our bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very limited exceptions.

We In addition, we have entered into and in the future plan to enter into agreements to indemnify our directors and executive officers. These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our boardBoard of directorsDirectors to the maximum extent allowed under Delaware law.

Related person transaction policyLease Agreement

Our board of directors adoptedIn April 2021, we entered into a written related person transactions policy providing that transactionslease agreement with our directors, officers and holders of five percent orViridian Therapeutics, Inc. (“Viridian”). Entities associated with Fairmount Funds Management LLC beneficially own more than 5% of our voting securitiescapital stock and their affiliates, each a related person, must be approved by our audit committee. This policy became effective on March 28, 2018, the date our registration statement for our IPO became effective. Pursuant to this policy, the audit committee has the primary responsibility for reviewing and approving or disapproving “related person transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members.

As appropriate for the circumstances, the audit committee will review and consider:

the related person’s interest in the related person transaction;

the approximate dollar amount involved in the related person transaction;

the approximate dollar amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

whether the transaction was undertaken in the ordinary course of our business;

whetherViridian’s capital stock. Under the terms of the nine-month lease, which expires in December 2021, we will pay Viridian an aggregate of $0.1 million in rent payments plus related taxes and lease operating costs. The lease was negotiated on an arm’s-length basis and is a market rate transaction on terms that we believe are no less favorable to us than terms that couldwould have been reached with an unrelated third party;

the purpose of, and the potential benefitsparty. Although we do not consider this transaction to us of, therelated-party transaction; and

any other information regarding therelated-party transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

PRINCIPAL STOCKHOLDERS

The following table sets forth information, to the extent known by us, or ascertainable from public filings, with respect to the beneficial ownership of our common stock as of April 22, 2019 by:

each of our directors;

each of our named executive officers;

all of our directors and executive officers as a group; and

each person, or group of affiliated persons, who is known by us to beneficially owner ofgreater-than-5.0% of our common stock.

The column entitled “Shares Beneficially Owned” is based on a total of 30,118,822 shares of our common stock outstanding as of April 22, 2019.

Beneficial ownership is determinedwe are disclosing it in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 22, 2019 are considered outstanding and beneficially owned by therelated person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable. Except as otherwise indicated in the table below, addresses of named beneficial owners are in care of Unum Therapeutics Inc., 200 Cambridge Park Drive, Suite 3100, Cambridge, Massachusetts 02140.transactions policy described above.

         

Shares beneficially

owned

 
Name and address of beneficial owner(1)                 Number   Percentage 

5% Stockholders:

      

Dario Campana, M.D., Ph.D.

     5,095,114    16.9

Atlas Venture Fund IX, L.P. (2)

     3,361,535    11.2

Entities affiliated with New Leaf (3)

     1,795,545    6.0

Aventisub LLC (4)

     1,773,481    5.9

Named Executive Officers and Directors:

      

Charles Wilson, Ph.D.(5)

     5,161,789    17.1

Michael Vasconcelles, M.D. (6)

     309,422    1.0

Jörn Aldag (7)

     48,182    * 

Bruce Booth, DPhil. (8)

     3,380,033    11.2

Karen Ferrante, M.D. (9)

     23,119    * 

Robert Perez (10)

     23,979    * 

Liam Ratcliffe, M.D., Ph.D. (11)

     13,304    * 

All executive officers and directors as a group (9 persons)(12)

        9,647,841    30.8

*            Represents beneficial ownership of less than one percent.

(1)

Unless otherwise indicated, the address for each beneficial owner is c/o Unum Therapeutics Inc., 200 Cambridge Park Drive, Suite 3100, Cambridge, Massachusetts 02140.

(2)

Information herein is based on a Schedule 13D filed by Atlas Venture Fund IX, L.P. with the SEC on February 8, 2019. The shares are held directly by Atlas Venture Fund IX, L.P. The general partner of Atlas Venture Fund IX, L.P. is Atlas Venture Associates IX, L.P. (“AVA IX LP”). Atlas Venture Associates IX, LLC (“AVA IX LLC”) is the general partner of AVA IX LP. Bruce Booth, DPhil. is a member of AVA IX LLC and is a member of our board of directors. Bruce Booth, DPhil. disclaims beneficial ownership of the shares held by each of the aforementioned funds except to the extent of their pecuniary interest therein. The address of Atlas Venture Fund IX, L.P., AVA IX LP, and AVA IX LLC is 46 Wareham Street, Boston, MA 02118.

(3)

Information herein is based on a Schedule 13D filed by New Leaf Ventures with the SEC on February 12, 2019. Consists of: (i) 897,772 shares of common stock held by New Leaf Ventures III, L.P., orNLV-III; and (ii) 897,773 shares of common stock

held by New Leaf Ventures Biopharma Opportunities I, L.P., or NLV Biopharma. The general partner ofNLV-III is New Leaf Venture Associates III, L.P., orNLVA-III. The general partner of NLV Biopharma is New Leaf BPO Associates I, L.P., orNLBA-I. The general partner of bothNLVA-III andNLBA-I is New Leaf Venture Management III, L.L.C., orManagement-III. Ronald M. Hunt and Vijay K. Lathi are individual members ofManagement-III, or Individual Members, which is responsible for the investment decisions ofNLV-III andBiopharma-I. Each of the Individual Members disclaims beneficial ownership of the shares held byNLV-III andBiopharma-I except to the extent of their pecuniary interest therein. The address of the entities and individuals listed above is 7 Times Square, Suite 3502, New York, New York 10036.

(4)

Information herein is based on a Schedule 13D filed by Sanofi with the SEC on February 11, 2019. Consists of 1,773,481 shares of common stock held by Aventisub LLC, a wholly owned subsidiary of Sanofi. The address of Sanofi is 54 Rue La Boétie, 75008 Paris (France).

(5)

Consists of: (i) 5,095,114 shares of common stock held by Dr. Wilson and (ii) 66,675 shares of common stock underlying options exercisable within 60 days of April 22, 2019.

(6)

Consists of: 309,422 shares of common stock underlying options exercisable within 60 days of April 22, 2019.

(7)

Consists of: 48,182 shares of common stock underlying options exercisable within 60 days of April 22, 2019.

(8)

Consists of: (i) the shares referenced in Footnote (2) and (ii)18,498 shares of common stock underlying options exercisable within 60 days of April 22, 2019.

(9)

Consists of: 23,119 shares of common stock underlying options exercisable within 60 days of April 22, 2019.

(10)

Consists of: 23,979 shares of common stock underlying options exercisable within 60 days of April 22, 2019.

(11)

Consists of: 13,304 shares of common stock underlying options exercisable within 60 days of April 22, 2019.

(12)

See notes 5 through 11 above; also includes Seth Ettenberg, Ph.D. and Geoffrey Hodge, who are executive officers but not named executive officers.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEOTHER MATTERS

Section 16(a)Stockholder Proposals and Director Nominations for Next Year’s Annual Meeting

Pursuant to Rule 14a-8 of the Exchange Act, requires our directors, executive officers, and persons holding more than 10% of our common stockstockholders who wish to report their initial ownership of the common stock and other equity securities and any changessubmit proposals for inclusion in that ownership in reports that must be filed with the SEC. The SEC has designated specific deadlines for these reports, and we must identify in this proxy statement those persons who did not file these reports when due.

To our knowledge, based solely on a review of our records and representations made by our directors and officers regarding their filing obligations, all Section 16(a) filing requirements were satisfied with respect to 2018, except that Bruce Booth, DPhil., Jörn Aldag, Karen Ferrante, M.D., Robert Perez and Liam Ratcliffe, M.D., Ph.D. did not timely file a Form 4 with respect to transactions on July 26, 2018, which were submitted on September 26, 2018.

REPORT OF THE AUDIT COMMITTEE

The audit committee is appointed by the board of directors to assist the board of directors in fulfilling its oversight responsibilities with respect to (1) the integrity of Unum’s financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory requirements, (2) the qualifications, independence, and performance of Unum’s independent registered public accounting firm, (3) the performance of Unum’s internal audit function, if any, and (4) other matters as set forth in the charter of the audit committee approved by the board of directors.

Management is responsible for the preparation of Unum’s financial statements and the financial reporting process, including its system of internal control over financial reporting and its disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an audit of Unum’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and issuing a report thereon. The audit committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the audit committee reviewed and discussed with management and the independent registered public accounting firm the audited consolidated financial statements of Unum for the fiscal year ended December 31, 2018. The audit committee also discussed with the independent registered public accounting firm the matters required to be discussed by the PCAOB’s Auditing Standard No. 1301,Communication with Audit Committees. In addition, the audit committee received written communications from the independent registered public accounting firm confirming their independence as required by the applicable requirements of the PCAOB and has discussed with the independent registered public accounting firm their independence.

Based on the reviews and discussions referred to above, the audit committee recommended to the board of directors that the audited consolidated financial statements of Unum be included in Unum’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, that was filed with the SEC. The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.

THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS OF UNUM THERAPEUTICS INC.
Jörn Aldag, Chairperson
Robert Perez
Liam Ratcliffe, M.D., Ph.D.

April 30, 2019

HOUSEHOLDING

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our documents, including the annual report to stockholders and proxy statement, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to Unum Therapeutics Inc., 200 Cambridge Park Drive, Suite 3100, Cambridge, Massachusetts 02140, Attention: Corporate Secretary, telephone:617-945-5576. If you want to receive separate copies of the proxy statement or annual report to stockholders infor the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

STOCKHOLDER PROPOSALS

A stockholder who would like to have a proposal considered for inclusion in our 2020 proxy statement must submit the proposal in accordance with the procedures outlined in Rule 14a-8 of the Exchange Act so that it is received by us no later than December 28, 2019. However, if the date of the 20202022 Annual Meeting of Stockholders is changedmust send such proposals to our Corporate Secretary at the address set forth on the first page of this Proxy Statement. Such proposals must be received by more than 30 days from the dateus as of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and sendclose of business (6:00 p.m. Eastern Time) on December 31, 2021.

As set forth in our proxy statement for the 2020 Annual Meeting of Stockholders. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. Stockholder proposals should be addressed to Unum Therapeutics Inc., 200 Cambridge Park Drive, Suite 3100, Cambridge, Massachusetts 02140, Attention: Corporate Secretary.

Ifbylaws, if a stockholder wishesintends to proposemake a nomination of persons for director election to our board of directors or present a proposal at an annual meeting but does not wishfor other business (other than pursuant to haveRule 14a-8 of the proposal considered for inclusion in our proxy statement and proxy card, our bylaws establish an advance notice procedure for such nominations and proposals. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by orExchange Act) at the direction2022 Annual Meeting of the board of directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely notice in proper form to our corporate secretary ofStockholders, the stockholder’s intention to bring such business before the meeting.

The required notice must be in writing and received by our corporate secretaryCorporate Secretary at our principal executive offices not lessthe address set forth on the first page of this Proxy Statement no earlier than 90 days nor morethe 120thday and no later than 120 days prior to the first90th day before the anniversary of the preceding year’slast annual meeting. However, in the eventmeeting; provided, however, that if the date of the annual meeting is advanced by more than 30 days before or delayed by more than 60 days fromafter such anniversary date, the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received no earlier than the 120th day prior to such annual meeting anddelivered not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B)or the tenth10th day following the daydate on which noticethe first public announcement of the date of such annual meeting was mailed or public disclosure ofis made by the date of such annual meeting was made, whichever first occurs. For stockholder proposals to be brought beforeCompany. Therefore, unless the 20202022 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after the requiredanniversary of the Annual Meeting, notice of proposed nominations or proposals (other than pursuant to Rule 14a-8 of the Exchange Act) must be received by our corporate secretary at our principal executive officesCorporate Secretary no earlier than February 19, 202016, 2022 and no later than the close of business on March 20, 2020. Stockholder18, 2022. Such nominations or proposals may or may not be included in the proxy statement.

Any stockholder proposal must be a proper matter for stockholder action and must comply either with Rule 14a-8 of the Exchange Act or the terms and conditions set forth in our bylaws, as applicable.

Delivery of Documents to Stockholders Sharing an Address

A number of brokerage firms have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain stockholders who have the same address and do not participate in electronic delivery of proxy materials will receive only one copy of the proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2020, until such time as one or more of these stockholders notifies us that they wish to receive individual copies. This procedure helps to reduce duplicate mailings and save printing costs and postage fees, as well as natural resources. If you received a “householding” mailing this year and would like to have additional copies of the proxy materials mailed to you, please send a written request to our Corporate Secretary at the address set forth on the first page of this Proxy Statement, or call (617) 945-5576, and we will promptly deliver the proxy materials to you. Please contact your broker if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future, or if you would like to opt out of “householding” for future mailings.

Availability of Additional Information

We will provide, free of charge, a copy of our Annual Report on Form 10-K for the year ended December 31, 2020, including exhibits, on the written or oral request of any stockholder of the Company. Please send a written request to our Corporate Secretary at the address set forth on the first page of this Proxy Statement or call (617) 945-5576.

By Order of the Board of Directors,

/s/ Andrew Robbins

Andrew Robbins

Chief Executive Officer, President and Director

Cambridge, Massachusetts

April 30, 2021

APPENDIX A

AMENDED AND RESTATED COGENT BIOSCIENCES, INC.

2018 STOCK OPTION AND INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Cogent Biosciences, Inc. 2018 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Cogent Biosciences, Inc. (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its businesses to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

“Act” means the Securities Act of 1933, as amended, and the required notice shouldrules and regulations thereunder.

“Administrator” means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards, and Dividend Equivalent Rights.

“Award Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan.

“Board” means the Board of Directors of the Company.

“Cash-Based Award” means an Award entitling the recipient to receive a cash-denominated payment.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Consultant” means any natural person that provides bona fide services to the Company, and such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

“Dividend Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee.

“Effective Date” means the date on which the Plan becomes effective as set forth in Section 19.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System, Nasdaq Global Market, The New York Stock Exchange or another national securities exchange, the determination shall be addressedmade by reference to Unum Therapeutics Inc.the Stock’s closing price on such exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price; provided further, however, that if the date for which Fair Market Value is determined is the Registration Date, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering.

“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Initial Public Offering” means the first underwritten, firm commitment public offering pursuant to an effective registration statement under the Act covering the offer and sale by the Company of its equity securities, or such other event as a result of or following which the Stock shall be publicly held.

“Non-Employee Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.

“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

“Registration Date” means the date upon which the registration statement on Form S-1 that is filed by the Company with respect to the Initial Public Offering is declared effective by the Securities and Exchange Commission.

“Restricted Shares” means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company’s right of repurchase.

“Restricted Stock Award” means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Restricted Stock Units” means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.

“Sale Event” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.

Sale Price” means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event.

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Stock” means the Common Stock, par value $0.001 per share, of the Company, subject to adjustments pursuant to Section 3.

“Stock Appreciation Right” means an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.

“Unrestricted Stock Award” means an Award of shares of Stock free of any restrictions.

SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS

(a)    Administration of Plan. The Plan shall be administered by the Administrator.

(b)    Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

(i)    to select the individuals to whom Awards may from time to time be granted;

(ii)    to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, and Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more grantees;

(iii)    to determine the number of shares of Stock to be covered by any Award;

(iv)    to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;

(v)    to accelerate at any time the exercisability or vesting of all or any portion of any Award;

(vi)    subject to the provisions of Section 5(c), 200 Cambridge Park Drive, Suite 3100, Cambridge, Massachusetts 02140, Attention: Corporate Secretary.to extend at any time the period in which Stock Options may be exercised; and

OTHER MATTERS(vii)    at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

Our boardAll decisions and interpretations of directorsthe Administrator shall be binding on all persons, including the Company and Plan grantees.

(c)    Delegation of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to a committee consisting of one or more officers of the Company all or part of the Administrator’s authority and duties with respect to the granting of Awards to individuals who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not members of the delegated committee. Any such delegation by the Administrator shall include a limitation as to the amount of Stock underlying Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.

(d)    Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service terminates.

(e)    Indemnification. Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

(f)    Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

(a)    Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 6,636,890 shares, plus the number of shares of Stock which were available for grant, as of the date of approval of the Plan by the Company’s stockholders under the Company’s 2015 Stock Incentive Plan, (the “Initial Limit”), subject to adjustment as provided in Section 3(d), plus on January 1, 2019 and each January 1 thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by 4 percent of the number of shares of Stock issued and outstanding on the immediately preceding December 31 or such lesser number determined by the Administrator (the “Annual Increase”). In addition, the shares of Stock underlying any awards under the Plan and under the Company’s 2015 Stock Incentive Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be

issued in the form of Incentive Stock Options shall not exceed the Initial Limit cumulatively increased on January 1, 2019 and on each January 1 thereafter by the Annual Increase for such year, subject in all cases to adjustment as provided in Section 3(d). In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

(b)    Maximum Awards to Non-Employee Directors. Notwithstanding anything to the contrary in this Plan, the value of all Awards awarded under this Plan and all other cash compensation paid by the Company to any Non-Employee Director in any calendar year shall not exceed $1,000,000. For the purpose of this limitation, the value of any Award shall be its grant date fair value, as determined in accordance with ASC 718 or successor provision but excluding the impact of estimated forfeitures related to service-based vesting provisions.

(c)    Reserved.

(d)    Changes in Stock. Subject to Section 3(e) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued in the form of Incentive Stock Options, (ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (iv) the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.

(e)    Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case, except as may be otherwise provided in the relevant Award Certificate, all Options and Stock Appreciation Rights that are not exercisable immediately prior to the effective time of the Sale Event shall become fully exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate. In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options

and Stock Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights (provided that, in the case of an Option or Stock Appreciation Right with an exercise price equal to or less than the Sale Price, such Option or Stock Appreciation Right shall be cancelled for no consideration); or (ii) each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee. The Company shall also have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding other Awards in an amount equal to the Sale Price multiplied by the number of vested shares of Stock under such Awards.

SECTION 4. ELIGIBILITY

Grantees under the Plan will be such full or part-time officers and other employees, Non-Employee Directors and Consultants of the Company and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion.

SECTION 5. STOCK OPTIONS

(a)    Award of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve.

Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not knowqualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.

Stock Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator may establish.

(b)    Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date. Notwithstanding the foregoing, Stock Options may be granted with an exercise price per share that is less than 100 percent of the Fair Market Value on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.

(c)    Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the date of grant.

(d)    Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.

(e)    Method of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the

purchase price may be made by one or more of the following methods except to the extent otherwise provided in the Option Award Certificate:

(i)    In cash, by certified or bank check or other instrument acceptable to the Administrator;

(ii)    Through the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of shares of Stock that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date;

(iii)    By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment procedure; or

(iv)    With respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price.

Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other mattersrequirements contained in the Option Award Certificate or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be brought beforenet of the number of attested shares. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system.

(f)    Annual Meeting. IfLimit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other mattersplan of the Company or its parent and subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not mentioned inexceed $100,000. To the extent that any Stock Option exceeds this proxy statement are properly brought beforelimit, it shall constitute a Non-Qualified Stock Option.

SECTION 6. STOCK APPRECIATION RIGHTS

(a)    Award of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the meeting,Plan. A Stock Appreciation Right is an Award entitling the individuals namedrecipient to receive shares of Stock (or cash, to the extent explicitly provided for in the enclosed proxy intendapplicable Award Certificate) having a value equal to use their discretionary voting authoritythe excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.

(b)    Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value of the Stock on the date of grant.

(c)    Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted pursuant to Section 5 of the Plan.

(d)    Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined on the date of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.

SECTION 7. RESTRICTED STOCK AWARDS

(a)    Nature of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the proxyPlan. A Restricted Stock Award is any Award of Restricted Shares subject to votesuch restrictions and conditions as the proxyAdministrator may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives.

(b)    Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that if the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any dividends paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the performance goals are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator may prescribe.

(c)    Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing after the Award is issued, if a grantee’s employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of Restricted Shares that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.

(d)    Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.”

SECTION 8. RESTRICTED STOCK UNITS

(a)    Nature of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award of stock units that may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate) upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards

and grantees. Except in the case of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock. Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A.

(b)    Election to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with their best judgmentSection 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on those matters.

the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.

LOGO(c)    Rights as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock units underlying his Restricted Stock Units, subject to such terms and conditions as the Administrator may determine.

Using(d)    Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing after the Award is issued, a black ink pen, mark your votesgrantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 9. UNRESTRICTED STOCK AWARDS

Grant or Sale of Unrestricted Stock. The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of Stock free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

SECTION 10. CASH-BASED AWARDS

Grant of Cash-Based Awards. The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon the attainment of specified performance goals. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash.

SECTION 11. DIVIDEND EQUIVALENT RIGHTS

(a)    Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that

would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments. A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award.

(b)    Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

SECTION 12. TRANSFERABILITY OF AWARDS

(a)    Transferability. Except as provided in Section 12(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.

(b)    Administrator Action. Notwithstanding Section 12(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non-Qualified Stock Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.

(c)    Family Member. For purposes of Section 12(b), “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent of the voting interests.

(d)    Designation of Beneficiary. To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.

SECTION 13. TAX WITHHOLDING

(a)    Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee.

(b)    Payment in Stock. Subject to approval by the Administrator, a grantee may elect to have the Company’s minimum required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an Xaggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory tax rate or such lesser amount as shownis necessary to avoid liability accounting treatment. The Administrator may also require Awards to be subject to mandatory share withholding up to the required withholding amount. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock includible in income of the participants. The required tax withholding obligation may also be satisfied, in whole or in part, by an arrangement whereby a certain number of shares of Stock issued pursuant to any Award are immediately sold and proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding amount due.

SECTION 14. SECTION 409A AWARDS

To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may not be accelerated except to the extent permitted by Section 409A.

SECTION 15. TERMINATION OF EMPLOYMENT, TRANSFER, LEAVE OF ABSENCE, ETC.

(a)    Termination of Employment. If the grantee’s employer ceases to be a Subsidiary, the grantee shall be deemed to have terminated employment for purposes of the Plan.

(b)    For purposes of the Plan, the following events shall not be deemed a termination of employment:

(i)    a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or

(ii)    an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.

SECTION 16. AMENDMENTS AND TERMINATION

The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in Section 3(d) or 3(e), without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash or other Awards. To the extent required under the rules of any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this example. PleaseSection 16 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(d) or 3(e).

SECTION 17. STATUS OF PLAN

With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.

SECTION 18. GENERAL PROVISIONS

(a)    No Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.

(b)    Issuance of Stock. To the extent certificated, stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any evidence of book entry or certificates evidencing shares of Stock pursuant to the exercise or settlement of any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed, quoted or traded. Any Stock issued pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate or notations on any book entry to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.

(c)    Stockholder Rights. Until Stock is deemed delivered in accordance with Section 18(b), no right to vote or receive dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an Award.

(d)    Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not write outsideconfer upon any employee any right to continued employment with the designated areas. 2019 AnnualCompany or any Subsidiary.

(e)    Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time.

(f)    Clawback Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.

SECTION 19. EFFECTIVE DATE OF PLAN

This Plan shall become effective upon the date immediately preceding the Registration Date following stockholder approval of the Plan in accordance with applicable state law, the Company’s bylaws and articles of incorporation, and applicable stock exchange rules. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board.

SECTION 20. GOVERNING LAW

This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of laws principles.

DATE APPROVED BY BOARD OF DIRECTORS: February 9, 2018

DATE APPROVED BY STOCKHOLDERS: March 15, 2018

DATE AMENDMENT AND RESTATEMENT APPROVED BY BOARD OF DIRECTORS: April 21, 2021

DATE AMENDMENT AND RESTATEMENT APPROVED BY STOCKHOLDERS: , 2021

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COGENT BIOSCIENCES, INC.
200 CAMBRIDGE PARK DRIVE, SUITE 2500
CAMBRIDGE, MASSACHUSETTS 02140
VOTE BY INTERNET
Before The Meeting Proxy Card IF VOTING- Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery
of information up until 11:59 p.m. Eastern Time on June 15, 2021. Have your
proxy card in hand when you access the web site and follow the instructions to
obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/COGT2021
You may attend the meeting via the Internet and vote during the meeting. Have
the information that is printed in the box marked by the arrow available and
follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 p.m. Eastern Time on June 15, 2021. Have your proxy card in hand when
you call and then follow the instructions.
VOTE BY MAIL SIGN,
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D53506-P56446
KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THE BOTTOMTHIS PORTION IN THE ENCLOSED ENVELOPE. q Proposals — ONLY
COGENT BIOSCIENCES, INC.
For
All
Withhold
All
For All
Except
To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
The Board of Directors recommend arecommends you vote FOR the nomineeALL director nominees listed in Proposal 1 and FOR Proposal 2. Proposals 2 and 3.
1. Election of one Class I directorIII Directors for terms expiring in 2024
Nominees:
01) Andrew Robbins
02) Peter Harwin
For Against Abstain
2. An amendment and restatement of the 2018 Stock Option and Incentive Plan to our boardincrease the number of directors, to serve until the 2022 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. For Withhold 01 - Karen Ferrante 2.shares reserved for issuance.
3. Ratification of the Appointmentselection of PricewaterhouseCoopers LLP as Unum Therapeutics Inc.’s Independent Registered Public Accounting Firmthe Company’s independent registered public accounting firm for the Fiscal Year Ending year ending
December 31, 2019. For Against Abstain Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. 2021.
NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.
Please sign exactly as your name(s) appearsappear(s) hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, corporate officer, trustee, guardian, or custodian,other fiduciary, please give full title.title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full corporate
or partnership name by authorized officer
Signature [PLEASE SIGN WITHIN BOX] Date (mm/dd/yyyy) — Please print date below.
Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX 417134(Joint Owners) Date


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Important notice regardingNotice Regarding the Internet availabilityAvailability of proxy materialsProxy Materials for the
Annual Meeting of Shareholders. Stockholders to Be Held on June 16, 2021:
The material isProxy Statement and Annual Report for the year ended December 31, 2020 are available at: www.edocumentview.com/umrx qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Unum Therapeutics Inc. Notice of 2019 at www.proxyvote.com.
D53507-P56446
COGENT BIOSCIENCES, INC.
Annual Meeting of Shareholders Proxy SolicitedStockholders
June 16, 2021 9:00 AM, ET
This proxy is solicited by the Board of Directors for Annual Meeting — June 18, 2019 Charles Wilson, Seth Ettenberg, Michael Vasconcelles,
The undersigned hereby appoint(s) Andrew Robbins, John Green and Geoffrey Hodge,Jessica Sachs, or any of them, as proxies, each with the power of substitution, areto appoint his or her substitute, and hereby authorizedauthorize(s) them to represent and to vote, as designated on the reverse side of this form, all of the shares of common stock of COGENT BIOSCIENCES, INC. that the undersigned with all the powers which the undersigned would possess if personally present,is/are entitled to vote at the Annual Meeting of Shareholders of Unum Therapeutics Inc.Stockholders to be held at 9:00 AM, ET on June 18, 201916, 2021, live via the Internet, at www.virtualshareholdermeeting.com/COGT2021, and any adjournment or at any postponement or adjournment thereof. Shares represented by
This proxy, when properly executed and returned, will be voted in the manner directed herein. If no such direction is made but the card is signed, this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election ofin accordance with the Board of DirectorsDirectors’ recommendations and FOR item 2. In theirin the discretion of the Proxies are authorizedproxies with respect to vote upon such other business as may properly come before the meeting. (Items to be voted appearmeeting or any adjournment or postponement thereof. In the event that any of the nominees named on the reverse side)


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000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! You may vote onlineside of this form are unavailable for election or by phone instead of mailing this card. Votes submitted electronically must be received by 11:59p.m. Eastern Time, on June 17, 2019 Online Go to www.investorvote.com/umrx or scan the QR code — login details are located in the shaded bar below. Phone Call toll free1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/umrx Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2019 Annual Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommend a vote FOR the nominee listed and FOR Proposal 2. 1. Election of one Class I director to our board of directors,unable to serve, until the 2022 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. For Withhold 01—Karen Ferrante For Against Abstain 2. Ratification of the Appointment of PricewaterhouseCoopers LLP as Unum Therapeutics Inc.’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1UPX 417134 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND


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2019 Annual Meeting Admission Ticket 2019 Annual Meeting of Unum Therapeutics Inc. Shareholders June 18, 2019, 8:00am ET AC Hotel Boston Cambridge Alewife A Meeting Space 10 Acorn Park Drive, Cambridge, MA 02140 Upon arrival, please present this admission ticket and photo identification at the registration desk. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.envisionreports.com/umrx Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/umrx IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Unum Therapeutics Inc. Notice of 2019 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — June 18, 2019 Charles Wilson, Seth Ettenberg, Michael Vasconcelles, and Geoffrey Hodge, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Unum Therapeutics Inc. to be held on June 18, 2019 or at any postponement or adjournment thereof. Shares represented by this proxy willmay be voted for a substitute nominee selected by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of DirectorsDirectors.
Continued and FOR item 2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appearsigned on reverse side) CNon-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below.side