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☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material §240.14a-12 |
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☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act 14a-6(i)(1) and | |||
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KYMERA THERAPEUTICS, INC.
200 Arsenal Yards Blvd., Suite 230
Watertown, MA 02472
NOTICE OF 20212023 ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS
To be held June 16, 202115, 2023
Notice is hereby given that the 20212023 Annual Meeting of Stockholders,Shareholders, or Annual Meeting, of Kymera Therapeutics, Inc., will be held online on June 16, 202115, 2023 at 8:9:00 a.m. Eastern Time. Due to the public health concerns about the coronavirus, or COVID-19, and to support the health and well-being of our stockholders, employees and communities, theThe Annual Meeting will be a virtual meeting, which will be conducted via live webcast. You will be able to attend the meeting online and vote electronically and submit questions by registering at www.virtualshareholdermeeting.com/KYMR2021 prior to the deadline of June 14, 2021 at 5:00 p.m. Eastern Time.KYMR2023.
The purpose of the Annual Meeting is the following:
1. | To elect |
2. | To approve, on a non-binding advisory basis, the compensation of our named executive officers; |
3. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, |
To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
StockholdersShareholders of record at the close of business on April 19, 2021,18, 2023, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.
You can find more information on each of the matters to be voted on at the Annual Meeting, including information regarding the nominees for election to our board of directors, in the accompanying proxy statement. The board of directors recommends a vote “FOR” the election of the threefour nominees for class I directorsIII directors; “FOR” the advisory resolution to approve the compensation of our named executive officers, as disclosed in the accompanying proxy statement; and “FOR” the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2021,2023, as disclosed in the accompanying proxy statement.
We are pleased to comply with the rules of the Securities and Exchange Commission that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, we are mailing to our stockholdersshareholders a Notice of Internet Availability of Proxy Materials, or Notice of Availability, instead of a paper copy of our proxy materials and our Annual Report for the fiscal year ended December 31, 2020,2022, or the 20202022 Annual Report. We will mail the Notice of Availability on or about May 1, 2021,April 27, 2023, and it contains instructions on how to access those documents and to cast your vote over the Internet. This process allows us to provide our stockholdersshareholders 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. If you would like to receive a printed copy of our proxy materials, including our proxy statement, our 20202022 Annual Report and a form of proxy card, free of charge, please follow the instructions on the Notice of Availability.
In order to attend the Annual Meeting virtually, you must register in advance at www.virtualshareholdermeeting.com/KYMR2021 prior to the deadline of June 14, 2021 at 5:00 p.m. Eastern
Time. You will be required to enter the control number provided in the Notice of Availability or the proxy card at www.virtualshareholdermeeting.com/KYMR2021 and beneficialKYMR2023. Beneficial owners
of shares held in street name will need to register as well, and additionally must follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares. Upon completing your registration, you will receive further instructions via email, including your unique link to access the Annual Meeting and to submit questions in advance of the Annual Meeting. Please see the “General Information” section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Annual Meeting. You will not be able to attend the Annual Meeting in person.
Your vote is important. Whether or not you are able to attend the Annual Meeting and vote your shares online, 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 attend the Annual Meeting, by submitting your proxy over the Internet or by telephone as described in the instructions included in the Notice of Availability or by signing, dating and returning the proxy card. Voting promptly will help avoid the additional expense of further solicitation to ensure a quorum at the meeting.
By order of the Board of Directors, |
/s/ Nello Mainolfi |
Nello Mainolfi |
President and Chief Executive Officer |
Watertown, Massachusetts
April 30, 202127, 2023
PROPOSAL NO. 2 – NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 15 | |||
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KYMERA THERAPEUTICS, INC.
200 Arsenal Yards Blvd., Suite 230
Watertown, MA 02472
FOR THE 20212023 ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS
TO BE HELD JUNE 16, 202115, 2023
This proxy statement contains information about the 20212023 Annual Meeting of Stockholders,Shareholders, or the Annual Meeting, of Kymera Therapeutics, Inc., which will be held on June 16, 202115, 2023 at 8:9:00 a.m. Eastern Time. Due to the public health concerns about the coronavirus, or COVID-19, and to support the health and well-being of our stockholders, employees and communities, theThe Annual Meeting will be a virtual meeting, which will be conducted via live webcast. You will be able to attend the meeting online and vote electronically and submit questions by registering at www.virtualshareholdermeeting.com/KYMR2021 prior to the deadline of June 14, 2021 at 5:00 p.m. Eastern Time.KYMR2023. The board of directors of Kymera Therapeutics, Inc. is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “Kymera Therapeutics,” “we,” “us,” and “our” refer to Kymera Therapeutics, Inc. The mailing address of our principal executive office is Kymera Therapeutics, Inc., 200 Arsenal Yards Blvd., Suite 230, Watertown, Massachusetts 02472.
In order to attend the Annual Meeting virtually, you must register in advance at www.virtualshareholdermeeting.com/KYMR2021 prior to the deadline of June 14, 2021 at 5:00 p.m. Eastern Time. You will be required to enter the control number provided in the Notice of Internet Availability of Proxy Materials, or Notice of Availability, or the proxy card at www.virtualshareholdermeeting.com/KYMR2021 and beneficialKYMR2023. Beneficial owners of shares held in street name will need to register as well, and also follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares. Upon completing your registration, you will receive further instructions via email, including your unique link to access the Annual Meeting and to submit questions in advance of the Annual Meeting. Please see the “General Information” section of the proxy statement for more details regarding the logistics of the virtual Annual Meeting. You will not be able to attend the 20212023 Annual Meeting in person.
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 proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect.
We made this proxy statement and our Annual Report to StockholdersShareholders for the fiscal year ended December 31, 20202022 available to stockholdersshareholders on or about April 30, 2021.
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 provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, 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. 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 August 2020; (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, or the SEC. Even after we are no longer an “emerging growth company,” we may remain a “smaller reporting company.”27, 2023.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of StockholdersShareholders to be Held on June 16, 2021:15, 2023:
This proxy statement and our 20202022 Annual Report to StockholdersShareholders are
available for viewing, printing and downloading at www.proxyvote.com.
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2022, as filed with the Securities and Exchange Commission, or the SEC, except for exhibits, will be furnished without charge to any stockholdershareholder upon written request to Kymera Therapeutics, Inc., 200 Arsenal Yards Blvd., Suite 230, Watertown, Massachusetts 02472, Attention: Corporate Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20202022 are also available on the SEC’s website at www.sec.gov.
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KYMERA THERAPEUTICS, INC
PROXY STATEMENT
FOR THE 20212023 ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS
GENERAL INFORMATION
When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?shareholders?
We have elected to provide access to our proxy materials to our stockholdersshareholders via the Internet. Accordingly, on or about April 30, 2021,27, 2023, we will begin mailing the Notice of Availability. Our proxy materials, including the Notice of the 20212023 Annual Meeting of Stockholders,Shareholders, this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker, bank or other nominee), a voting instruction form, and the 20202022 Annual Report to Stockholders,Shareholders, or the 20202022 Annual Report, will be mailed or made available to stockholdersshareholders on the Internet on or about the same date.
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
Pursuant to rules adopted by the SEC, for most stockholders,shareholders, 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 proxy materials. Therefore, the Notice of Availability was mailed to holders of record and beneficial owners of our common stock starting on or about April 30, 2021.27, 2023. The Notice of Availability provides instructions as to how stockholdersshareholders may access and review our proxy materials, including the Notice of the 20212023 Annual Meeting of Stockholders,Shareholders, this proxy statement, the proxy card and our 20202022 Annual Report, on the website referred to in the Notice of Availability or, alternatively, how to request that a printed copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice of Availability also provides voting instructions. In addition, stockholdersshareholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholdershareholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice of Availability and our Notice of the 20212023 Annual Meeting of Stockholders,Shareholders, this proxy statement and our 20202022 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 is soliciting your vote for the Annual Meeting.
When is the record date for the Annual Meeting?
The record date for determination of stockholdersshareholders entitled to vote at the Annual Meeting is the close of business on, April 19, 2021.18, 2023.
How many votes can be cast by all stockholders?shareholders?
There were 45,066,15555,291,099 shares of our common stock, par value $0.0001 per share, outstanding on April 19, 2021,18, 2023, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting of the StockholdersShareholders on June 16, 2021,15, 2023, or the Annual Meeting. Each stockholdershareholder of record is entitled to one vote for each share of our common stock held by such stockholder.shareholder. None of our shares of undesignated preferred stock were outstanding as of April 30, 2021.18, 2023.
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How do I vote?
If you are a stockholdershareholder of record, there are several ways for you to vote your shares.
• | By Internet prior to the Annual Meeting. You may vote at |
• | By QR Code. You may vote using your mobile device to scan the QR code on your proxy card. Votes submitted by scanning your QR code must be received no later than 11:59 p.m. Eastern Time on June 14, 2023. |
• | By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will be required to provide the control number provided in the Notice of Availability or the proxy card. Votes submitted by telephone must be received |
• | By Mail. If you requested and received a printed copy of the proxy materials, you may vote by mail by completing, signing and dating the enclosed proxy card and returning it in the enclosed prepaid envelope. Votes submitted through the mail must be received |
• | During the Annual Meeting. |
If the Annual Meeting is adjourned or postponed, the deadlines above may be extended.
If you are a beneficial owner of shares held in “street name” by your broker, bank or other nominee, you should
have received a voting instruction form with these proxy materials from your broker, bank or other nominee rather than from us. The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares will depend on the voting processes of the broker, bank or other nominee that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction form and any other materials that you receive from that organization. If you hold your shares of Kymera Therapeutics common stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive.
If you submit a proxy without giving voting instructions, your shares will 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 in the proxy card 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, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy 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 can I virtually attend the Annual Meeting?
To attend and participate in the Annual Meeting, stockholdersshareholders will need to access the live webcast of the meeting. To do so, stockholdersshareholders of record will need to visit www.virtualshareholdermeeting.com/KYMR2021KYMR2023 and enter the control number provided in the Notice of Availability to pre-register for the Annual Meeting prior to the deadline of June 14, 2021 at 5:00 p.m. Eastern Time, and beneficialAvailability. Beneficial owners of shares held in street name will need to follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares.
The live webcast of the Annual Meeting will begin promptly at 8:9:00 a.m. Eastern Time on June 16, 2021.15, 2023. We encourage stockholdersshareholders to login to this website and access the webcast before the Annual Meeting’s start time by following the instructions in the email received on the morning of the Annual Meeting. Youtime. Online check-in will begin at 8:45 a.m. Eastern Time, and you should allow ample time in advance of the meeting.meeting for check-in procedures.
Additionally,We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting, voting at the Annual Meeting or submitting questions regarding how to attend and participate viaat the Internet canAnnual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be answered by following the assistance instructions included at www.virtualshareholdermeeting.com/KYMR2021 or by calling the phone number provided in the email receivedposted on the morning of the Annual Meeting.virtual meeting login page.
If you wish to submit a question during the Annual Meeting, you may log into, and submit a question on, the virtual meeting platform using the unique link provided to you via email following the completion of your registration at www.virtualshareholdermeeting.com/KYMR2021KYMR2023 and following the instructions there. Our Annual MeetingOnly shareholders will be governed by the Annual Meeting’s Rules of Conduct and will address the ability of stockholdersable to ask questions during the meeting and rules for how questionssubmit a question. Shareholders will be recognized and addressed. The Annual Meeting’s Rules of Conduct will be posted on www.virtualshareholdermeeting.com/KYMR2021 approximately two weeksable to submit questions upon logging into the virtual platform 15 minutes prior to the datestart of the Annual Meeting. The question portal will close after the preliminary results of the voting are reported. In order to provide an opportunity to as many shareholders as possible who wish to ask a question, each shareholder will be limited to one question. We will endeavor to answer as many questions submitted by shareholders as time permits. 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. Questions regarding topics that are not pertinent to meeting matters or company business will not be answered.
How do I revoke my proxy?
If you are a stockholdershareholder of record, you may revoke your proxy by (1) following the instructions on the Notice of Availability and submitting a new vote by Internet, telephone or mail using the procedures described in the “How do I Vote?” section above before the applicable deadline, (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 Kymera Therapeutics, Inc., 200 Arsenal Yards Blvd., Suite 230, Watertown, Massachusetts 02472, 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 out how to change your vote.
How is a quorum reached?
Our Second 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. There are 55,291,099 shares of our common stock outstanding and entitled to vote on the record date. Therefore, a quorum will be present if 27,645,550 shares of our common stock are present in person or
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represented by executed proxies timely received by us at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the 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 Fourth Amended and Restated Certificate of Incorporation, or certificate of incorporation, or bylaws.
Each holder of common stock is entitled to one vote for each share held by such shareholder as of the record date on each matter to come before the Annual Meeting, including the election of a director. Votes cast during the Annual Meeting or by proxy by mail, via the Internet or by telephone will be tabulated by the inspector of election appointed for the Annual Meeting, who will also determine whether a quorum is present. 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 broker, bank or other nominee, your broker, bank or other nominee is required to vote your shares according to your instructions. If you do not give instructions to your broker, bank or other nominee, the broker, bank or other nominee will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to “non-discretionary” items. Each of Proposal No. 1 and, Proposal No. 2 is a “non-discretionary” item. If you do not instruct your broker how to vote with respect to this proposal,these proposals, your broker, bank or other nominee may not vote for this proposal, and those votes will be counted as broker “non-votes.” Proposal No. 23 is considered to be a discretionary item, and your broker, bank or other nominee will be able to vote on this proposal even if it does not receive instructions from you.
To be elected, the directors nominated via Proposal No. 1 must receive a plurality of the votes properly cast and entitled to vote on the proposal, meaning that the four director nominees receiving the most votes “FOR” will be elected. If nominees are unopposed, election requires only a single “FOR” vote. Shares voting “withheld” have no effect on the election of directors.
The vote required, and the method of calculation, for each proposal at the Annual Meeting is described below.
Proposal | Vote Required | Discretionary Voting Permitted? | ||
Election of Directors | Plurality | No | ||
Approval, on a Non-Binding, Advisory Basis, of the Compensation of our Named Executive Officers | Majority of votes cast | No | ||
Approval of the Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm | Majority of votes cast | Yes |
Proposal One – Election of Directors
The four class III director nominees receiving the highest number of votes, in person or by proxy, will be elected. You may vote “FOR” all nominees, “WITHHOLD” for all nominees, or you may vote “FOR” all nominees except for any nominee you “WITHHOLD” by specifying the name of the nominee on your proxy card. This
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proposal is not considered to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker “non-votes.” Withheld votes and broker non-votes will have no effect on the outcome of the election of the directors.
Proposal Two – Approval, on a Non-Binding, Advisory Basis, of the Compensation of our Named Executive Officers
Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against this proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this proposal, your shares will not be counted as “votes cast” with respect to this proposal, and the abstention will have no effect on this proposal. This proposal is not considered to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker “non-votes.” Broker non-votes will have no effect on the outcome of this proposal.
Proposal Three – Approval of the Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm
Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against this proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this proposal, your shares will not be counted as “votes cast” with respect to this proposal, and the abstention will have no effect on the proposal. This proposal is considered to be a discretionary item, and your broker will be able to vote on this proposal even if it does not receive instructions from you. Accordingly, we do not anticipate that there will be any broker non-votes on this proposal; however, any broker non-votes will not be counted as “votes cast” and will therefore have no effect on this proposal.
Who pays the cost for soliciting proxies?
We are making this solicitation and will pay the entire cost of preparing and distributing the Notice of Availability and our proxy materials and soliciting votes. 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.
How may stockholdersshareholders 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 later than the close of business on the 90th90th day nor earlier than the close of business on the 120th120th day prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is convened more than 30 days before or more than 60 days after the first anniversary of the preceding year’s annual meeting, or if no annual meeting were held in the preceding year, a stockholder’sshareholder’s notice must be so received not later than the close of business on the later of (A) the 90th day prior to the scheduled date of such annual meeting or (B) the tenth day following the day on which public announcement of the date of such annual meeting was first made.
In addition, any stockholdershareholder proposal intended to be included in the proxy statement for the next annual meeting of our stockholdersshareholders in 20222024 must also satisfy the requirements of SEC Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and be received not later than December 31, 2021.29, 2023. 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.
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In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 16, 2024. Shareholder proposals and the required notice should be addressed to our Secretary at our principal executive offices at the address set forth above.
How can I know the voting results?
We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.
PROPOSAL NO. 1 — ELECTION OF CLASS IIII DIRECTORS
Our board of directors currently consists of ten 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 Pamela Esposito, Ph.D., Gorjan Hrustanovic, Ph.D. and Donald W. Nicholson, Ph.D.Victor Sandor, M.D., and their terms will expire at the Annual Meeting;annual meeting of shareholders to be held in 2024;
the class II directors are Jeffrey Albers, J.D., MBA, Steven Hall, Ph.D. and Joanna Horobin, M.B., Ch.B., and Leigh Morgan and their terms will expire at the annual meeting of stockholdersshareholders to be held in 2022;2025; and
the class III directors are Bruce Booth, D.Phil., Elena Ridloff, CFA, John Maraganore, Ph.D. and Nello Mainolfi, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2023.Annual Meeting.
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 stockholdersshareholders in the year in which their term expires.
Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote at 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.
Our board of directors has nominated Pamela Esposito, Ph.D.Bruce Booth, D.Phil., Gorjan Hrustanovic,Elena Ridloff, CFA, John Maraganore, Ph.D. and Donald W. Nicholson,Nello Mainolfi, Ph.D. for election as the class IIII directors at the Annual Meeting. EachAll of the nominees are currently directors, and each has indicated a willingness to continue to serve as a director, if elected.
Andrew Hedin, a member of our board of directors and currently a class I director, informed us in March 2021 that he does not intend to stand for reelection at the Annual Meeting. Mr. Hedin’s intention not to stand for reelection was not the result of any disagreement with the us on any matter relating to our operations, policies or practices.
Our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, or the Director Guidelines, provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, judgment, skills, education, expertise and absence of conflicts of interest. Our priority in selection of board members is identification of members who will further the interests of our stockholdersshareholders through their established records 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 in which we operate and adherence to high ethical standards.
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Board Diversity Matrix
In accordance with Nasdaq’s Board Diversity Rules (Rule 5605(f) and Rule 5606), the following Board Diversity Matrix presents our board diversity statistics. The rule’s minimum diversity objective is two diverse directors, including one who self-identifies as female, and one who self-identifies as either an underrepresented minority or LGBTQ+. “Underrepresented Minority” means an individual who self-identifies as one or more of the following: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or Two or More Races or Ethnicities. “Two or More Races or Ethnicities” means a person who identifies with more than one of the following categories: White (not of Hispanic or Latinx origin), Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander. Our board currently includes three directors who self-identify as female, and one director who self-identifies as an underrepresented minority or as LGBTQ+.
As of April 27, 2023 | ||||||||
Total Number of Directors | 10 | |||||||
Female | Male | Non- Binary | Did Not Disclose Gender | |||||
Part I: Gender Identity | ||||||||
Directors | 3 | 6 | — | 1 | ||||
Part II: Demographic Background | ||||||||
African American or Black | — | — | — | — | ||||
Alaskan Native or Native American | — | — | — | — | ||||
Asian | — | — | — | — | ||||
Hispanic or Latinx | — | — | — | — | ||||
Native Hawaiian or Pacific Islander | — | — | — | — | ||||
White | 3 | 6 | — | — | ||||
Two or More Races or Ethnicities | — | — | — | — | ||||
LGBTQ+ | 1 | |||||||
Did Not Disclose Demographic Background | 1 |
In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to Kymera Therapeutics and our board of directors.
Nominees for Election as Class IIII Directors
The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and their ages as of April 1, 2021.2023.
Name | Positions and Offices Held with Kymera Therapeutics | Director Since | Age | |||||||
Pamela Esposito, Ph.D. | Director | 2020 | 47 | |||||||
Gorjan Hrustanovic, Ph.D. | Director | 2020 | 32 | |||||||
Donald W. Nicholson, Ph.D. | Director | 2017 | 63 |
Name | Positions and Offices Held with Kymera Therapeutics | Director Since | Age | |||||||
Bruce Booth, D.Phil. | Founder, Chair | 2015 | 48 | |||||||
Nello Mainolfi, Ph.D. | Founder, President, Chief Executive Officer and Director | 2019 | 44 | |||||||
Elena Ridloff, CFA | Director | 2021 | 43 | |||||||
John Maraganore, Ph.D. | Director | 2022 | 60 |
Pamela Esposito, Ph.D. Dr. Esposito has served as a member of our board of directors since September 2020. She has served as Chief Business Officer of Replimune Group, Inc. since 2015. Dr. Esposito is also a member of the board of directors of Accent Therapeutics, a private oncology company. Previous to her position at Replimune, she was Chief Business Officer at Ra Pharmaceuticals, Inc. from 2013 to 2015. As a member of Ra Pharmaceuticals, Inc.’s senior management team, Dr. Esposito played a leadership role in strategy, helping Ra Pharmaceuticals, Inc. transform from a discovery platform to a clinical-stage company. Prior to Ra Pharmaceuticals, Inc., from 2010 to 2011, she was Vice President of Business Development at BioVex Group, Inc. Dr. Esposito earned a Ph.D. in Pharmacology from Tufts University School of Medicine in 2002 and a B.A. in Biochemistry/Molecular Biology from Dartmouth College. We believe Dr. Esposito is qualified to serve on our board of directors because of her extensive experience in the life sciences industry in operational roles for high-growth life science companies.
Gorjan Hrustanovic, Ph.D.Dr. Hrustanovic has served as a member of our board of directors since March 2020. Dr. Hrustanovic is a Managing Director at BVF Partners L.P. where he focuses on biotechnology and therapeutic investments. Dr. Hrustanovic is a member of the board of directors of Olema Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, and serves as a member on the boards of directors of several privately held companies, including Rain Therapeutics, Inc. Dr. Hrustanovic received his B.S. in molecular biology and economics/management science from the University of California, San Diego and a Ph.D. in Biomedical Sciences, Cancer Biology and Cell Signaling from the University of California, San Francisco. We believe Dr. Hrustanovic is qualified to serve as a member of our board of directors due to his experience in the life sciences industry as a venture capitalist and a director.
Donald W. Nicholson, Ph.D. Dr. Nicholson has served as a member of our board of directors since November 2017. Dr. Nicholson is the former chief executive officer of Nimbus Therapeutics, LLC, or Nimbus, serving from August 2014 to October 2018. Prior to joining Nimbus, Dr. Nicholson held various strategic, leadership and operational roles in diverse therapeutic areas, including respiratory, inflammation, immunology, bone, endocrine, urology, infectious disease and neurosciences at Merck from April 1998 to July 2013. Dr. Nicholson has co-authored more than 150 publications in peer-reviewed scientific and medical journals and is internationally recognized for his contributions to the field of apoptotic cell death. He also serves as a member on the board of directors of Generation Bio and is chairman of the board of Disc Medicine, Jnana Therapeutics and NodThera. Dr. Nicholson received his Ph.D. and an Honors B.Sc. degree in Biochemistry from the University of Western Ontario, and trained as a Medical Research Council postdoctoral fellow at the University of Munich in Germany. We believe Dr. Nicholson is qualified to serve as a member of our board of directors due to his extensive experience in leadership positions throughout the life sciences industry and his strong scientific background.
Vote Required and Board of Directors’ Recommendation
The nominees for class I director who receive the most votes (also known as a plurality) will be elected. You may vote either FOR all the nominees, FOR any one of the nominees, WITHHOLD your vote from all the nominees or WITHHOLD your vote from any one of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors. If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee does not have authority to vote your unvoted shares held by the firm for the election of directors. As a result, any shares not voted by you will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as directors, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.
The proposal for the election of directors relates solely to the election of class I directors nominated by our board of directors.
The board of directors recommends voting “FOR” the election of Pamela Esposito, Ph.D., Gorjan Hrustanovic, Ph.D. and Donald W. Nicholson, Ph.D. as the class I directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2024.
Directors Continuing in Office
The following table identifies our continuing directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 1, 2021.
Name | Position and Offices Held with Kymera Therapeutics | Director Since | Class and Year in Which Term Will Expire | Age | ||||||
Jeffrey Albers, J.D., MBA | Director | 2020 | Class II – 2022 | 49 | ||||||
Steven Hall, Ph.D. | Director | 2017 | Class II – 2022 | 66 | ||||||
Joanna Horobin, M.B., Ch.B. | Director | 2018 | Class II – 2022 | 66 | ||||||
Bruce Booth, D.Phil. | Director | 2015 | Class III – 2023 | 47 | ||||||
Nello Mainolfi, Ph.D. | Founder, President, Chief Executive Officer and Director | 2019 | Class III – 2023 | 42 | ||||||
Elena Ridloff, CFA | Director | 2021 | Class III – 2023 | 41 |
Class II Directors (Term Expires at the 2022 Annual Meeting of Stockholders)
Jeffrey Albers, J.D., MBA. Mr. Albers has served as a member of our board of directors since July 2020. Mr. Albers has more than 15 years of experience bringing important new medicines to patients with cancer and rare diseases in leadership roles in the biopharmaceutical industry. In July 2014, he joined Blueprint Medicines Corp. as Chief Executive Officer and a member of the board of directors. He led the research-stage company through an initial public offering and now to a fully integrated, global biotechnology company. Mr. Albers previously served as President of Algeta ASA from January 2012 to April 2014, where he oversaw the successful commercial launch of a targeted cancer therapy prior to the company’s acquisition by Bayer. Prior to Algeta, he held senior commercial and corporate development positions at Genzyme (now a division of Sanofi) from July 2005 to November 2011, most recently as vice president of the U.S. hematology and oncology business unit. Earlier in his career from 2000 to 2005, Mr. Albers was a life sciences corporate attorney at Mintz Levin Cohn Ferris Glovsky & Popeo. He currently serves on the board of directors of Magenta Therapeutics, Inc., a publicly traded biotechnology company, and is on the Board of Advisors for Life Sciences Cares. He holds a B.S. from Indiana University and an MBA and J.D. from Georgetown University. We believe that Mr. Albers is qualified to serve on our board of directors due to his broad leadership experience in the life sciences industry.
Steven Hall, Ph.D. Dr. Hall has been a member of our board of directors since August 2017. From May 2009 until December 2020, Dr. Hall was employed as a venture capital investor with Lilly Ventures. In addition, Dr. Hall currently serves as President and Chief Executive Officer of Esanex, Inc. Dr. Hall has held multiple research management positions at companies including Serenex, Inc., Eli Lilly and Company, Sphinx Inc, and Bristol Myers Squibb Company. Dr. Hall is the author of more than forty papers and sixty patents. Dr. Hall has served on the board of several privately held life sciences companies, as well as two public companies, Cerulean Inc. and FORMA Therapeutics, Inc. Dr. Hall holds a B.S. in chemistry from Central Michigan University and a Ph.D. in organic chemistry from Massachusetts Institute of Technology. We believe that Dr. Hall is qualified to serve on our board of directors due to his broad experience in the life sciences industry as a venture capitalist, director and senior executive.
Joanna Horobin, M.B., Ch.B. Dr. Horobin has served as a member of our board of directors since May 2018. Dr. Horobin served as the Senior Vice President and Chief Medical Officer of Idera Pharmaceuticals, Inc., or Idera, a publicly traded clinical-stage biopharmaceutical company focused on the clinical development, and ultimately the commercialization, of drug candidates for both oncology and rare disease indications, from November 2015 until July 2019. Prior to joining Idera, Dr. Horobin served as the Chief Medical Officer of
Verastem, Inc., a publicly traded biopharmaceutical company focused on developing and commercializing medicines to improve the survival and quality of life of cancer patients, from September 2012 to July 2015. Dr. Horobin currently serves as a non-executive director of Nordic Nanovector ASA (publicly traded on the Oslo Stock Exchange), a member of the board of directors of Liquidia Corporation, a publicly traded biotechnology company, a member of the board of StemoniX Inc., and chair of the board of directors of iOnctura SA. Dr. Horobin received her medical degree from the University of Manchester, England. We believe Dr. Horobin is qualified to serve on our board of directors due to her extensive industry experience and knowledge in drug development and commercialization.
Class III Directors (Term Expires at the 2023 Annual Meeting of Stockholders)
Bruce Booth, D.Phil.Dr. Booth has served as Chairman of our board of directors and has been a member of our board of directors since September 2015. Dr. Booth was our co-founder, President and Chief Executive Officer from September 2015 to August 2017. Dr. Booth joined Atlas Venture in 2005, and currently serves as a partner
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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. BoothHe is currently serves as chairman of AVROBIO Inc. and Vigil Neuroscience, Inc. and serves on the Board of Magenta Therapeutics Inc. He also serves on the board of several public and privately held companies, including Magenta Therapeutics, Inc., AvroBio, Inc., Nimbus Therapeutics, LLC, HotSpot Therapeutics, Inc., Arkuda Therapeutics, Inc., Vigil Neurosciences,Matchpoint Therapeutics, Inc. and QuenchSionna Therapeutics, Inc. Dr. Booth previously served on the boards of directors of Miragen Therapeutics, Inc. and Zafgen, Inc. Dr. Booth holds a D.Phil. 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 multiple start-up companies in the life sciences sector.
Nello Mainolfi, Ph.D.Dr. Mainolfi has served as our co-founder, President, Chief Executive Officer and a member of our board of directors since November 2019. Previously, Dr. Mainolfi served as President and Chief Scientific Officer from June 2019 to November 2019, Chief Scientific Officer from January 2019 to June 2019, Chief Technology Officer from October 2017 to January 2019, and Vice President of Drug Discovery from May 2016 to September 2017. Prior to founding Kymera, Dr. Mainolfi was an entrepreneur in residence at Atlas Venture from January 2016 to June 2018 and has since transitioned to a role as an advisor. From January 2015 to April 2016, Dr. Mainolfi also held various roles at Raze Therapeutics, Inc., including as the Senior Director, Head of Drug Discovery from January 2016 to April 2016 and as Director, Head of Chemistry from January 2015 to January 2016. Prior to that, Dr. Mainolfi worked at the Novartis Institutes for Biomedical Research from October 2007 to January 2015, leading teams to identify multiple novel potential medicines that have entered clinical development across a series of disease areas. Dr. Mainolfi holds a Ph.D. from King’s College, University of London and a BSc from Queen Mary, University of London. We believe Dr. Mainolfi is qualified to serve as a member of our board of directors due to his significant history with the company, as well as his extensive experience in drug development and the life sciences industry.
Elena Ridloff, CFA. Ms. Ridloff has served as a member of our board of directors since March 2021. Ms. Ridloff is presentlyhas served as the Chief Financial Officer of Sionna Therapeutics, Inc., a life sciences company, since September 2021. Ms. Ridloff previously served as the Executive Vice President, Chief Financial Officer of ACADIA Pharmaceuticals Inc. (ACADIA), or ACADIA, a publicly traded pharmaceutical company. Ms. Ridloff joined ACADIA in April 2018 as Senior Vice President, Investor Relations, where she led investor and financial communications activities, and sinceserved as ACADIA’s Chief Financial Officer from October 2018 Ms. Ridloff has served as Chief Financial Officer.to September 2021. Before that,ACADIA, Ms. Ridloff held various roles at Alexion Pharmaceuticals, Inc. (Alexion), or Alexion, including Executive Director, Investor Relations from April 2014 to January 2016, and Vice President, Investor Relations from January 2016 to March 2018. Ms. Ridloff also served as a member of Alexion’s Operating Committee. While at Alexion, Ms. Ridloff was responsible for building and leading an investor relations function. Prior to joining Alexion, Ms. Ridloff served as the Chief Executive Officer and Managing Member of BIOVISIO, an independent consulting firm providing strategic, financial and investor relations counsel to the life sciences industry, from January 2012 to April 2014. Ms. Ridloff also serves as a member on the board of directors of Kronos Bio, Inc. (Nasdaq: KRON). Ms. Ridloff also spent over a decade as
an institutional investor and from July 2005 to January 2012 served as Managing Director at Maverick Capital, a hedge fund, where she was responsible for investments in the biotechnology, pharmaceutical, medical device and life science sectors. Ms. Ridloff earned her B.A. in history and sociology of science from the University of Pennsylvania, and is a Chartered Financial Analyst. Ms. Ridloff also serves as a member on the board of directors of Kronos Bio, Inc. (Nasdaq: KRON). We believe Ms. Ridloff is qualified to serve on our board of directors due to her financial and accounting expertise and her experience in the finance and life sciences industries.
John Maraganore, Ph.D. Dr. Maraganore has served as a member of our board of directors since January 2022. Dr. Maraganore is the principal of JMM Innovations, LLC, and currently serves as a Venture Partner at ARCH Venture Partners, a Venture Advisor at Atlas Venture, a Senior Advisor at Blackstone Life Sciences, an Executive Partner at RTW Investments and an Advisor at M28. Previously, Dr. Maraganore served as the Chief Executive Officer and a member of the Board of Directors of Alnylam Pharmaceuticals, Inc. from December 2002 to December 2021, and as President of Alnylam from December 2002 to December 2007. He currently
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serves on the Alnylam Scientific Advisory Board. Dr. Maraganore is a member of the Board of Directors of Agios Pharmaceuticals, Inc., Beam Therapeutics Inc., ProKidney Corp., and Takeda Pharmaceuticals, and a member on the Board of the Biotechnology Industry Organization, of which he was previously Chair, and as a member of the BIO Executive Committee. He also previously served on the board of directors of bluebird bio, Inc. from January 2012 to September 2017. Dr. Maraganore holds a B.A. in biological sciences from the University of Chicago and an M.S. and a Ph.D. in biochemistry and molecular biology from the University of Chicago. We believe that Dr. Maraganore’s experience as chief executive officer of a public biotechnology company and as a board member of other public biotechnology companies qualify him to serve as a member of our board of directors.
Vote Required and Board of Directors’ Recommendation
The four nominees for class III director who receive the most “FOR” votes (also known as a plurality) will be elected. Shares that are voted “withheld” and broker non-votes will have no effect on the election of directors.
The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as directors, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.
The proposal for the election of directors relates solely to the election of class III directors nominated by our board of directors.
The board of directors recommends voting “FOR” the election of Bruce Booth, D.Phil., Nello Mainolfi, Ph.D., Elena Ridloff, CFA, and John Maraganore, Ph.D. as the class III directors, to serve for a three-year term ending at the annual meeting of shareholders to be held in 2026.
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Directors Continuing in Office
The following table identifies our continuing directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 1, 2023.
Name | Position and Offices Held with Kymera | Director Since | Class and Year in Which Term Will Expire | Age | ||||||
Pamela Esposito, Ph.D. | Director | 2020 | Class I – 2024 | 49 | ||||||
Gorjan Hrustanovic, Ph.D. | Director | 2020 | Class I – 2024 | 34 | ||||||
Victor Sandor, M.D.C.M. | Director | 2022 | Class I – 2024 | 56 | ||||||
Jeffrey Albers, J.D., MBA | Director | 2020 | Class II – 2025 | 51 | ||||||
Joanna Horobin, M.B., Ch.B. | Director | 2018 | Class II – 2025 | 68 | ||||||
Leigh Morgan | Director | 2022 | Class II – 2025 | 55 |
Class I Directors (Term Expires at the 2024 Annual Meeting of Shareholders)
Pamela Esposito, Ph.D. Dr. Esposito has served as a member of our board of directors since September 2020. She has served as Chief Business Officer of Replimune Group, Inc. since 2015. Dr. Esposito is also a member of the board of directors of Accent Therapeutics, a private oncology company. Previous to her position at Replimune, she was Chief Business Officer at Ra Pharmaceuticals, Inc. from 2013 to 2015. As a member of Ra Pharmaceuticals, Inc.’s senior management team, Dr. Esposito played a leadership role in strategy, helping Ra Pharmaceuticals, Inc. transform from a discovery platform to a clinical-stage company. Prior to Ra Pharmaceuticals, Inc., from 2010 to 2011, she was Vice President of Business Development at BioVex Group, Inc. Dr. Esposito earned a Ph.D. in Pharmacology from Tufts University School of Medicine in 2002 and a B.A. in Biochemistry/Molecular Biology from Dartmouth College. We believe Dr. Esposito is qualified to serve on our board of directors because of her extensive experience in the life sciences industry in operational roles for high-growth life science companies.
Gorjan Hrustanovic, Ph.D. Dr. Hrustanovic has served as a member of our board of directors since March 2020. Dr. Hrustanovic is a Managing Director at BVF Partners L.P. where he focuses on biotechnology and therapeutic investments. Dr. Hrustanovic is a member of the board of directors of Olema Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, as well as Rain Therapeutics, Inc., a publicly traded biopharmaceutical company, and serves as a member or observer on the boards of directors of several privately held companies. Dr. Hrustanovic received his B.S. in molecular biology and economics/management science from the University of California, San Diego and a Ph.D. in Biomedical Sciences, Cancer Biology and Cell Signaling from the University of California, San Francisco. We believe Dr. Hrustanovic is qualified to serve as a member of our board of directors due to his experience in the life sciences industry as a venture capitalist and a director.
Victor Sandor, M.D.C.M. Dr. Sandor has served as a member of our board of directors since November 2022. He was most recently Chief Medical Officer at Array Biopharma, Inc. prior to its acquisition in 2019 by Pfizer Inc. Dr. Sandor is also a member of the board of directors of Prelude Therapeutics Incorporated, a publicly traded precision oncology company, ADCT Therapeutics SA, a publicly traded antibody drug conjugate company and Merus N.V., a publicly traded oncology company. He also serves as a member on the board of directors of a privately held company. Prior to joining Array, Dr. Sandor was Senior Vice President for Global Clinical Development at Incyte Corporation. Dr. Sandor was also Vice President and Chief Medical Officer for Oncology at Biogen Idec and held positions of increasing responsibility in oncology product development at AstraZeneca. Dr. Sandor received his M.D.C.M. from McGill University and completed his fellowship in Medical Oncology at the National Institutes of Health. We believe Dr. Sandor is qualified to serve as a member of our board of directors due to his medical expertise and extensive industry experience.
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Class II Directors (Term Expires at the 2025 Annual Meeting of Shareholders)
Jeffrey Albers, J.D., MBA. Mr. Albers has served as a member of our board of directors since July 2020. Mr. Albers has more than 20 years of experience bringing important new medicines to patients with cancer and rare diseases in leadership roles in the biopharmaceutical industry. He is currently serving as the Chair of the board of directors of Blueprint Medicines Corp., or Blueprint, and previously served as Blueprint’s Executive Chair from April to December 2022 and Chief Executive Officer from 2014 to 2022, and as a member of the board of directors since July 2014. During that time, he led the research-stage company through an initial public offering and now to a fully integrated, global biotechnology company. Mr. Albers previously served as President of Algeta ASA from January 2012 to April 2014, where he oversaw the successful commercial launch of a targeted cancer therapy prior to the company’s acquisition by Bayer. Prior to Algeta, he held senior commercial and corporate development positions at Genzyme (now a division of Sanofi) from July 2005 to November 2011, most recently as vice president of the U.S. hematology and oncology business unit. Earlier in his career from 2000 to 2005, Mr. Albers was a life sciences corporate attorney at Mintz Levin Cohn Ferris Glovsky & Popeo. He currently serves on the board of directors of Magenta Therapeutics, Inc., a publicly traded biotechnology company, and is Chair of the Board at Pheon Therapeutics, Inc. and MOMA Therapeutics, each a privately held biotechnology company. He currently serves as a Venture Partner at Atlas Venture and is on the Board of Advisors for Life Sciences Cares. He holds a B.S. from Indiana University and an MBA and J.D. from Georgetown University. We believe that Mr. Albers is qualified to serve on our board of directors due to his broad leadership experience in the life sciences industry.
Joanna Horobin, M.B., Ch.B. Dr. Horobin has served as a member of our board of directors since May 2018. Dr. Horobin served as the Senior Vice President and Chief Medical Officer of Idera Pharmaceuticals, Inc., or Idera, a publicly traded clinical-stage biopharmaceutical company focused on the clinical development, and ultimately the commercialization, of drug candidates for both oncology and rare disease indications, from November 2015 until July 2019. Prior to joining Idera, Dr. Horobin served as the Chief Medical Officer of Verastem, Inc., a publicly traded biopharmaceutical company focused on developing and commercializing medicines to improve the survival and quality of life of cancer patients, from September 2012 to July 2015. Dr. Horobin currently serves as a member of the board of directors of Liquidia Corporation, a publicly traded biotechnology company, a member of the board of Vyant Bio Inc., and chair of the board of directors of iOnctura SA. Dr. Horobin received her medical degree from the University of Manchester, England. We believe Dr. Horobin is qualified to serve on our board of directors due to her extensive industry experience and knowledge in drug development and commercialization.
Leigh Morgan Ms. Morgan has served as a member of our board of directors since July 2022. Leigh Morgan is a senior executive with experience scaling profitable, high performing organizations in domestic, global, and highly regulated market sectors. She has served as Chief Strategy & Operating Officer of Nia Tero Foundation since 2019 and from 2018 as an Executive in Residence. Prior to Nia Tero, she served as Chief Operating Officer of the Bill & Melinda Gates Foundation from September 2014 to May 2017. She brings deep strategy, operations, human resource, M&A, and public-private partnership competencies to risk/governance oversight roles in the biopharmaceutical sector. As an executive in prominent global brands, she also brings deep insight into the evolving role of business in society including diversity, equity and inclusion (DE&I). She holds a master’s degree in organizational development from the American University and a B.A. from Duke University. We believe Ms. Morgan is qualified to serve on our board of directors due to her experience in human resources, governance and scaling high performing organizations.
There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiary.
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Executive Officers Who Are Not Directors
The following table identifies our executive officers who are not directors and sets forth their current positions at Kymera Therapeutics and their ages as of April 1, 2021.15, 2023.
Name | Position Held with Relay Therapeutics | Officer Since | Age | Position Held with Kymera Therapeutics | Officer Since | Age | ||||||
Richard Chesworth, D.Phil. | Chief Scientific Officer | 2020 | 50 | |||||||||
Jared Gollob, M.D. | Chief Medical Officer | 2018 | 57 | Chief Medical Officer | 2018 | 59 | ||||||
Bruce Jacobs, CFA, MBA | Chief Financial Officer | 2019 | 51 | Chief Financial Officer | 2019 | 53 | ||||||
Ellen Chiniara, J.D. | Chief Legal Officer and Corporate Secretary | 2023 | 64 |
Richard Chesworth, D. Phil.Dr. Chesworth has served as our Chief Scientific Officer since August 2020. Dr. Chesworth has more than 20 years of experience in the pharmaceutical and biotechnology industry and has contributed to the research and development programs of nine different compounds entering clinical trials. In February 2019, Dr. Chesworth joined Third Rock Ventures as an Entrepreneur-In-Residence where he focused on building new drug discovery and development companies. From December 2015 through January 2019, Dr. Chesworth served as Senior Vice President of Research of Epizyme, Inc., or Epizyme, a biopharmaceutical company, where he was responsible for pipeline activities from target selection to IND as well as nonclinical support of clinical candidates. Prior to that, he held various positions at Epizyme, including Vice President of Molecular Discovery, Executive Director of Molecular Discovery and Senior Director of Molecular Discovery. Prior to Epizyme, Dr. Chesworth held the positions of Director of Chemistry at EnVivo (Forum Pharmaceuticals), where he led the medicinal chemistry department, and Principal Scientist. Earlier in his career, from July 2004 to August 2005, Dr. Chesworth worked as a Principal Scientist at Surface Logix, and, from July 1997 to June 2004, at Pfizer working in the cardiovascular and metabolic disease group. Dr. Chesworth holds a BSc in Chemistry from Imperial College of Science, Technology and Medicine at the University of London and a D.Phil. in Chemistry from the University of Oxford.
Jared Gollob, M.D. Dr. Gollob has served as our Chief Medical Officer since September 2018. Prior to joining Kymera, Dr. Gollob was Vice President of Clinical Development and Global Vice President of Medical Affairs for Amyloidosis from June 2012 to August 2018 and Senior Director, Clinical Research from October 2007 to May 2012 at Alnylam Pharmaceuticals, Inc., where he led early and late stagelate-stage clinical programs in infectious disease, oncology, and amyloidosis that provided that first proof of concept in humans for RNA interference therapeutics. Dr. Gollob has previously held academic positions at Harvard Medical School and Duke University School of Medicine, and was on staff at Dana-Farber Cancer Institute, Beth Israel Deaconess Medical Center and Duke University Medical Center, where he was engaged in both clinical and laboratory research in oncology and immunology. Dr. Gollob received his B.A. and M.D. from Columbia University and completed clinical training in internal medicine and medical oncology at Massachusetts General Hospital and the Dana-Farber Cancer Institute, respectively.
Bruce Jacobs, CFA, MBA.Mr. Jacobshas served as our Chief Financial Officer since July 2019. Mr. Jacobs has more than 25 years of experience in health care financial services, investment banking and equity research. He was previously managing partner for Westfield Capital Management, or Westfield, a Boston-based equity investment firm from April 2004 to June 2019, also serving on Westfield’s management committee and as health care team lead. Mr. Jacobs graduated magna cum laude from the Wharton School of the University of Pennsylvania, earned aan MBA from the Harvard Business School and is a Chartered Financial Analyst. Mr. Jacobs currently serves on the board of directors atof the Boys & Girls Clubs of Boston and on the Board of Advisors for Life Sciences Cares.
Ellen Chiniara, J.D. Ms. Chiniara has served as our Chief Legal Officer since January 2023. Ms. Chiniara has more than thirty years legal experience in the life sciences and healthcare industries. Prior to joining Kymera, Ms. Chiniara served as Executive Vice President, Chief Legal Officer and Corporate Secretary of Alexion Pharmaceuticals from February 2018 to July 2021, where she was responsible for all legal, intellectual property and governance matters, and was the executive sponsor of the Corporate Social Responsibility program, until the company’s acquisition by AstraZeneca in 2021. Prior to Alexion, from October 2006 to October 2017, Ms. Chiniara was General Counsel at Alere Inc., a point-of-care diagnostics company, where she oversaw legal, government affairs, and governance functions. Earlier in her career, she was responsible for the legal function of the US neurology division at Serono and was a Partner at the law firm Hale and Dorr LLP. Ms. Chiniara currently serves as a member of the Board of Directors at Compass Therapeutics. She graduated magna cum laude from Bryn Mawr College and earned her Juris Doctor from Stanford University School of Law.
The principal occupation and employment during the past five years of each of our executive officers was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he was or is to be selected as an executive officer. There are no material legal proceedings to which any of our executive officers is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.
PROPOSAL NO. 2 – NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14A of the Exchange Act, our shareholders are entitled to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. This is commonly known as a “Say-on-Pay” proposal. At our 2022 Annual Meeting of Shareholders, our shareholders approved one year as the preferred frequency for holding non-binding advisory votes to approve the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, we believe that our compensation policies and decisions are strongly aligned with our shareholders’ interests and are consistent with current market practices. Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment. Accordingly, we are asking our shareholders to vote for the following resolution:
RESOLVED, that the Company’s shareholders approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the 2023 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
This vote is advisory, and therefore not binding on us, the board of directors, or our compensation and talent committee. However, our board of directors and compensation and talent committee value your opinion and intend to consider the outcome of the vote when making compensation decisions in the future.
Vote Required and Board of Directors’ Recommendation
A majority of the votes properly cast FOR this proposal is required to approve, on an advisory basis, the compensation of our named executive officers. Shares that are voted “abstain” and broker non-votes will have no effect on the outcome of this proposal.
The board of directors recommends voting “FOR” Proposal No. 2 to approve, on a non-binding, advisory basis, the compensation of our named executive officers.
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PROPOSAL NO. 3 – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS KYMERA THERAPEUTICS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 20212023
Kymera Therapeutics’ stockholdersshareholders are being asked to ratify the appointment by the audit committee of the board of directors of Ernst & Young LLP as Kymera Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2021.2023. Ernst & Young LLP has served as Kymera Therapeutics’ independent registered public accounting firm since 2018.
The audit committee is solely responsible for selecting Kymera Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2021. Stockholder2023. Shareholder approval is not required to appoint Ernst & Young LLP as Kymera Therapeutics’ independent registered public accounting firm. However, the board of directors believes that submitting the appointment of Ernst & Young LLP to the stockholdersshareholders for ratification is good corporate governance. If the stockholdersshareholders do not ratify this appointment, the audit committee will reconsider whether to retain Ernst & Young LLP. If the selection of Ernst & Young LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Kymera Therapeutics and its stockholders.shareholders.
A representative of Ernst & Young 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.shareholders.
We incurred the following fees from Ernst & Young LLP for the audit of the consolidated financial statements and for other services provided during the years ended December 31, 20202022 and 2019.2021.
Fee Category | Fiscal Year 2020 ($) | Fiscal Year 2019 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | ||||||||||||
Audit fees(1) | $ | 1,167,116 | $ | 259,173 | 1,048,500 | $ | 1,137,000 | |||||||||
Audit-related fees(2) | — | — | — | — | ||||||||||||
Tax fees(3) | $ | 25,000 | — | 17,500 | 45,900 | |||||||||||
All other fees(4) | — | — | — | — | ||||||||||||
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Total Fees | $ | 1,192,116 | $ | 259,173 | $ | 1,066,000 | $ | 1,182,900 | ||||||||
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(1) | Audit fees consist of fees for the audit of our annual financial statements, the review of our interim financial statements included in our quarterly reports on Form 10-Q and fees related to our |
(2) | Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of audits or reviews of our financial statements and were not reported above under “Audit fees”. There were no audit-related fees in fiscal years |
(3) | Tax fees consist of fees for tax compliance, tax advice and tax planning. |
(4) | There were no other fees for fiscal years |
Audit Committee Pre-approval Policy and Procedures
Our audit 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 provides that 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 committee or the engagement is entered into pursuant to the pre-approval procedure described below.
From time to time, our audit 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 fiscal years 20202022 and 2019,2021, no services were provided to us by Ernst & Young LLP other than in accordance with the pre-approval policies and procedures described above.
Vote Required and Board of Directors’ Recommendation
The affirmative vote of aA majority of the votes properly cast FOR this proposal is required to ratify the appointment of our independent public accountant. VotesShares that are withheldvoted “abstain” and broker non-votes will be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote. If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee has authority to vote your unvoted shares held by the firm on this proposal. If your broker, bank or other nominee does not exercise this authority, such broker non-votes will have no effect on the resultsoutcome of this vote.proposal.
The board of directors recommends voting “FOR” Proposal No. 23 to ratify the appointment of Ernst & Young LLP as Kymera Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2021.2023.
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Director Nomination Process
Our nominating and corporate governance committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board of directors, and recommending such persons to be nominated for election as directors, 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 members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by management, recruiters, members of the committee and our board. The qualifications, qualities and skills that our nominating and corporate governance 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 member of the board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities.
StockholdersShareholders may recommend individuals 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 90th90th day nor earlier than the close of business on the 120th120th day prior to the one-year anniversary of the date 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 shares of our stock beneficially owned by the stockholdershareholder proposing the candidate. StockholderShareholder proposals should be addressed to Kymera Therapeutics, Inc., 200 Arsenal Yards Blvd., Suite 230, Watertown, Massachusetts 02472, Attention: Corporate Secretary. Assuming that biographical and background material have been provided on a timely basis in accordance with our bylaws, any recommendations received from stockholdersshareholders will be evaluated in the same manner as potential nominees proposed by the nominating and corporate governance committee. If our board of directors determines to nominate a stockholdershareholder recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting of stockholders.shareholders. See “Stockholder“Shareholder Proposals” for a discussion of submitting stockholdershareholder proposals.
Director Independence
Applicable Nasdaq Global Market, or Nasdaq, 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 and talent 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, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment
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in carrying
out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, other than compensation for board service; or (ii) 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 and talent 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 and talent committee member, including, but not limited to: the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.
Our board of directors has determined that all members of the board of directors, except Nello Mainolfi, Ph.D., are independent directors, including for purposes of the rules of Nasdaq and the SEC. In making such independence determination, our board of directors considered the relationships that each director has with us and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the potential deemed beneficial ownership of our capital stock by each director, including non-employee directors that are affiliated with certain of our major stockholders.shareholders. In considering the independence of the directors listed above, our board of directors considered the association of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers. Dr. Mainolfi is not an independent director under these rules because he is currently employed as the chief executive officer of the company.
Board Committees
Our board of directors has established an audit committee, a compensation and talent committee and a nominating and corporate governance committee. Each of the audit committee, compensation and talent committee and nominating and corporate governance committee operates under a 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 and talent committee, nominating and corporate governance committee is posted on the corporate governance section of our website, https://investors.kymeratx.com/corporate-governance.
The table below shows current membership for each of the standing committees of our board of directors.
Audit Committee | Compensation and Talent Committee | Nominating and Corporate
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Elena Ridloff, CFA* | ||||
Pamela Esposito, Ph.D. | ||||
Joanna Horobin, M.B., Ch.B. | Joanna Horobin, M.B., Gorjan Hrustanovic, Ph.D. |
* | Denotes committee chair. |
Audit Committee
Elena Ridloff, CFA, Andrew Hedin,Pamela Esposito, Ph.D., and Joanna Horobin, M.B., Ch.B. serve on the audit committee, which is chaired by Elena Ridloff, CFA. Our board of directors has determined that each member of the audit committee is “independent” for audit committee purposes as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee.
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Our board of directors has designated Elena Ridloff, CFA as an “audit committee financial expert,” as defined under the applicable rules of the SEC. During the fiscal year ended December 31, 2020,2022, the audit committee met four
times. Effective upon Mr. Hedin’s resignation as a director, our board of directors expects to appoint a new member to the audit committee who is also “independent” for audit committee purposes as that term is defined by the rules of the SEC times and Nasdaq.acted via written consent once. 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 permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
• | pre-approving auditing and permissible non-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 consolidated 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 of accounting-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 on Form 10-K;
• | 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 on Form 10-K; |
monitoring the integrity of our consolidated financial statements and our compliance with legal and regulatory requirements as they relate to our consolidated 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 than de 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 and Talent Committee
Steven Hall, Ph.D., Jeffrey Albers, J.D., MBA, John Maraganore, Ph.D. and Donald W. Nicholson, Ph.D.Leigh Morgan serve on the compensation and talent committee, which is chaired by Steven Hall, Ph.D.Jeffrey Albers, J.D., MBA. Our board of directors has determined that each member of the compensation and talent committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2020,2022, the compensation and talent committee met twofour times and acted via written consent twoseven times. The compensation and talent committee’s responsibilities include:
annually reviewing and recommending to the board of directors the 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, based on such evaluation, (i) recommending to the board of directors the cash compensation of our chief executive officer and (ii) reviewing and recommending to the board of directors any grants and awards to our chief executive officer under equity-based plans;
reviewing and approving the cash compensation of our other executive officers;
reviewing and establishing our overall management compensation philosophy and policy;
overseeing and administering our compensation and similar plans;
evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;
reviewing and approving our policies and procedures for the grant of equity-based awards;
reviewing and recommending to the board of directors the compensation of our directors;
preparing our compensation committee report if and when required by SEC rules;
reviewing and discussing annually with management our “Compensation Discussion and Analysis,” if and when required,Analysis” 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.matters; and
reviewing our human capital management practices, including matters related to talent management and development, organizational engagement and Diversity, Equity & Inclusion.
Nominating and Corporate Governance Committee
Bruce Booth, D. Phil.,Leigh Morgan, Pamela Esposito, Ph.D., Joanna Horobin, M.B., Ch.B. and Gorjan Hrustanovic, Ph.D. serve on the nominating and corporate governance committee, which is chaired by Bruce Booth, D.Phil.Leigh Morgan. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2020,2022, the nominating and corporate governance committee acted via written consent one time.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;shareholders;
reviewing the 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.directors.
The nominating and corporate governance committee considers candidates for board of director membership suggested by its members and our chief executive officer. Additionally, in selecting nominees for directors, the nominating and corporate governance committee will review candidates recommended by stockholdersshareholders 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 stockholdershareholder 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“Shareholder Proposals.” The nominating and corporate governance committee will also consider whether to nominate any person proposed by a stockholdershareholder in accordance with the provisions of our bylaws relating to stockholdershareholder nominations as described later in this proxy statement under the heading “Stockholder“Shareholder Proposals.”
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Identifying and Evaluating Director Nominees.Nominees
Our board of directors is responsible for filling vacancies on our board of directors and for nominating candidates for election by our stockholdersshareholders 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 stockholdersshareholders 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 stockholdersshareholders 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 sixfive times and acted via written consent seveneight times during 2020.2022. During 2020,2022, each member of the board of directors attended in person or participated in 75%80% or more of the aggregate of (i) the total number of meetings of the board of directors (held during the period for which such person has been a director), and (ii) 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 StockholdersShareholders
Directors are responsible for attending the annual meeting of stockholdersshareholders to the extent practicable. We did not hold anAll the members of our board of directors who were then directors attended our 2022 annual meeting of stockholders during the time we were a public company in 2020.shareholders.
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.shareholders. 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 derivative transactions of our stock by our executive officers, directors and employees. Our insider trading policy expressly prohibits purchases of 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 at https://investors.kymeratx.com/corporate-governance. If
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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 chairperson of the board is separated from the role of chief executive officer, and we plan to keep these roles separate. We believe that separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing the chairperson 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 chairperson, particularly as the board of directors’ oversight responsibilities continue to grow. While our bylaws and our corporate governance guidelines do not require that our chairperson 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 the day-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 chairperson 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 Kymera Therapeutics
Any interested party with concerns about our company may report such concerns to the board of directors or the chairperson 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 Kymera Therapeutics, Inc.
200 Arsenal Yards Blvd., Suite 230
Watertown, Massachusetts 02472
United States
You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder,shareholder, customer, supplier or other interested party.
A copy of any such written communication may also be forwarded to Kymera Therapeutics’ legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with Kymera Therapeutics’ legal counsel, with independent advisors, with non-management directors, or
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with Kymera Therapeutics’ 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 Kymera Therapeutics 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. Kymera Therapeutics has also established a third-party website, https://whistleblowerservices.com/kymeratx, and toll-free telephone number, (877) 306-2141, for the reporting of such activity.
Director Compensation
The table below shows all24
COMPENSATION DISCUSSION AND ANALYSIS
Our compensation earnedand talent committee is responsible for reviewing and approving, or recommending for approval by or paid to our non-employee directors during the year ended December 31, 2020. Nello Mainolfi, Ph.D., our chief executive officer, does not receive any compensation for his services as director and, consequently, is not included in this table. The compensation received by Dr. Mainolfi during 2020 is set forth in the section of this Proxy Statement captioned “Executive Compensation — Summary Compensation Table.”
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | |||||||||
Bruce Booth, D. Phil.(2) | 26,527 | 487,543 | 514,070 | |||||||||
Steven Hall, Ph.D.(3) | 16,352 | 487,543 | 503,895 | |||||||||
Andrew Hedin(4) | 18,169 | 487,543 | 505,712 | |||||||||
Joanna Horobin, M.B., Ch.B.(5) | 26,612 | 559,519 | 586,131 | |||||||||
Jeffrey Albers, J.D., MBA(6) | 19,556 | 686,923 | 706,479 | |||||||||
Wei Li, Ph.D.(7) | — | — | — | |||||||||
Donald W. Nicholson, Ph.D.(8) | 24,250 | 559,519 | 583,769 | |||||||||
Christopher O’Donnell, Ph.D.(9) | — | — | — | |||||||||
Gorjan Hrustanovic, Ph.D.(10) | 14,172 | 487,543 | 501,715 | |||||||||
Pamela Esposito, Ph.D.(11) | 12,680 | 720,681 | 733,361 |
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Under our director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors, the compensation of our named executive officers, including base salary, cash and equity incentive compensation levels, severance arrangements, change-in-control benefits and other forms of executive compensation. This committee is also responsible for service on each committee on which the director is a member. The chairperson of each committee receives a higher retainer for such service. The fees paid to non-employee directors for service on the board of directorsevaluating our company’s performance against its goals and for service on each committee of the board of directors on which the director is a member are as follows:
Member Annual Fee ($) | Chairperson Annual Fee ($) | |||||||
Board of Directors | $ | 35,000 | $ | 65,000 | ||||
Audit Committee | 7,500 | 15,000 | ||||||
Compensation Committee | 5,000 | 10,000 | ||||||
Nominating and Corporate Governance Committee | 4,000 | 8,000 |
We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred by our non-employee directors in connection with attending our meetings of the board of directors and committees thereof.
In addition, each new non-employee director electedmaking related recommendations to our board of directors, will be granted an option to purchase 40,127 sharesassessing the performance of our common stock on the date of such director’s election or appointment to the board of directors, which will vest ratably in 36 equal monthly installments following the grant date, subject to the director’s continued service onnamed executive officers, and ensuring our board of directors through such vesting date. On the date of each annual meeting of stockholders of our company, each continuing non-employee director will be granted an option to purchase 20,063 shares of our common stock, which will vest in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting, subject to the director’s continued service on our board of directors through such vesting date.
Thiscompensation program is intended to provide a total compensation package that enables us to attractaligned with the objectives described below and retain qualified and experienced individuals to serve as directors and to align our directors’ interestscompetitive with those of other companies in our stockholders.industry that compete with us for talent. This section discusses the principles underlying our compensation and talent committee’s policies and decisions with respect to the compensation of our named executive officers.
Executive Compensation
OurFor 2022, our named executive officers for the year ended December 31, 2020 arewere as follows:
Nello Mainolfi, Ph.D., our Founder, President and Chief Executive Officer;
Richard Chesworth, D.Phil,Bruce Jacobs, CFA, MBA, our Chief ScientificFinancial Officer; and
Jared Gollob, M.D., our Chief Medical Officer.Officer; and
Summary Compensation TableElaine Caughey, MBA, our Chief Business Officer
The following table presentsdiscussion should be read together with the compensation awardedtables and related disclosures set forth below.
Fiscal Year 2022 Performance Highlights and Achievement of 2022 Corporate Goals
We are a biopharmaceutical company focused on discovering and developing novel small molecule therapeutics that selectively degrade disease-causing proteins by harnessing the body’s own natural protein degradation system. Our proprietary targeted protein degradation, or TPD, platform, which we refer to earnedas Pegasus™, allows us to discover highly selective small molecule protein degraders with activity against disease-causing proteins throughout the body. We believe that our small molecule protein degraders have unique advantages over existing therapies and our platform allows us to address a large portion of the human genome that was previously intractable with traditional modalities. We focus on biological pathways that have been clinically validated but where key biological nodes/proteins have not been drugged or inadequately drugged.
To date, we have utilized our Pegasus™ platform to design novel protein degraders focused in the areas of immunology-inflammation and oncology, and we continue to apply our platform’s capabilities to additional therapeutic areas. We have a mission to drug all target classes in human cells using TPD. Our first three clinical stage programs are IRAK4, IRAKIMiD, and STAT3, which each address high impact targets within the interleukin-1 receptor/toll-like receptor, or IL-1R/TLR, and janus kinase/signal transducers and activators of transcription, or JAK/STAT, pathways, providing the opportunity to treat a broad range of immune-inflammatory diseases, hematologic malignancies, and solid tumors. Our fourth clinical program, MDM2, targets both solid and hematologic malignancies. Our programs exemplify our focus on addressing high impact targets that have been elusive to conventional modalities and that drive the pathogenesis of multiple serious diseases with significant unmet medical needs.
2022 was a pivotal year for Kymera Therapeutics as we disclosed encouraging clinical data in patients for KT-474, dosed patients in our two lead oncology programs, IRAKIMiD and STAT3, announced IND clearance for our next oncology program, MDM2, and continued to expand our pipeline of preclinical programs and augment our drug development capabilities. We achieved these significant advancements while maintaining a well-capitalized balance sheet and growing our organization both in terms of size and functional capabilities.
We have made substantial progress towards our goal of bringing life-changing therapies to patients and achieved significant milestones, including the following, towards the corporate goals we established for 2022, which are described below.
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Performance Highlights
Clinical Programs
We are developing KT-474, a highly active and selective, orally bioavailable IRAK4 degrader, for the treatment of IL-1R/TLR-driven immune-inflammatory conditions and diseases with high unmet medical need, initially including hidradenitis suppurativa, or HS, an inflammatory skin disease, and atopic dermatitis, or AD. In 2022, we completed our Phase 1 trial of KT-474, and in December 2022, Sanofi notified us of its intent to advance KT-474 into Phase 2 clinical trials. Phase 2 clinical trials of KT-474 will initially investigate its potential in HS and AD, with the clinical trial for the first indication initiating in 2023.
We are developing another group of IRAK4 degraders, which we call IRAKIMiDs, with a unique profile that combines the activity of IRAK4 degradation and immunomodulatory imide drugs, or IMiDs, for the treatment of MYD88-mutated diffuse large B-cell lymphoma, or DLBCL. In 2022, patient enrollment and dosing commenced in the Phase 1a portion of the IRAKIMiD trial in patients with relapsed/refractory B cell lymphomas, including MYD88 DLBCL, and we shared initial clinical data in December 2022. Patient enrollment and dosing are ongoing, and we expect to provide additional clinical data in 2023.
We are developing selective STAT3 degraders for the treatment of hematological malignancies and solid tumors, as well as autoimmune diseases and fibrosis. In 2022, patient enrollment and dosing commenced in the Phase 1a portion of the STAT3 trial in patients with relapsed/refractory liquid and solid tumors, including aggressive lymphomas, and we shared initial clinical data in December 2022. Patient enrollment and dosing are ongoing, and we expect to provide additional clinical data in 2023.
We are developing degraders that target MDM2 for the treatment of solid tumors and hematological malignancies. MDM2 is the crucial regulator of the most common tumor suppressor, p53, which remains intact (or wild type) in more than 50% of cancers. Unlike small molecule inhibitors, our MDM2 degrader, KT-253, has been shown preclinically to have the ability to overcome the MDM2 feedback loop and rapidly induce apoptosis, even with brief exposures. In December 2022, we announced that we received clearance from the FDA for our IND for KT-253. We plan to initiate a Phase 1 clinical trial of KT-253 in early 2023, which is designed to evaluate the safety, tolerability, PK/PD and clinical activity of KT-253 in adult patients with liquid and solid tumors.
Pre-Clinical Efforts
In addition to the four programs described above, we continued the progression of several discovery stage programs. We have a goal of generating at least one new IND per year while focusing on novel or previously intractable targets.
Organizational Growth
As an organization, we successfully managed our growth with respect to headcount. Our organization continues to thoughtfully grow our workforce and invest in key areas across the business. Specifically, we grew from 141 employees at year-end 2021 to 167 full-time employees at year-end 2022, hiring for key strategic capabilities to support our growth and execute on our business objectives.
Financial Stability
As of December 31, 2022, we had cash, cash equivalents and investments of approximately $560 million, which included a private investment in public equity (PIPE) offering of $150 million that we completed in August 2022. In 2022, we managed our cash expenditures in line with our board-approved budget and our research and development plans while operating effectively as a public company.
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Corporate Goals and Key Outcomes
Annually, we establish goals for the upcoming calendar year. A subset of those goals is publicly announced, typically at a widely attended investor conference at the beginning of each year. Additional goals not included in the public presentation are also established, and collectively the publicly disclosed goals and those maintained internally form the company’s overall corporate goals. The Company often realizes achievements that were not specifically stated in the corporate goals, but which are nonetheless important accomplishments, and those are also considered in evaluating management’s performance. Our 2022 corporate goals were approved by our board of directors and were considered by our management and compensation and talent committee in their respective assessment of the company’s performance for 2022. As described in more detail below in “— Primary Elements of Executive Compensation — Annual Cash Incentive Compensation,” based on an evaluation of our performance in 2022 and input from our compensation and talent committee, our board of directors established a bonus payout ratio of 110% of target due to achievement of our corporate goals for 2022 and in recognition of our additional successes beyond our stated corporate goals.
Because our corporate goals include highly sensitive competitive data, including pre-clinical, clinical, regulatory and financial targets, we do not disclose all the specific portions of each of these goals because we believe that such disclosure would result in competitive harm to us. Revealing certain elements of these goals could potentially reveal insights about our pre-clinical, clinical, regulatory and strategic plans or paidobjectives that our competitors or potential collaborators could use against us. We purposely set these goals at challenging levels, and not every goal was fully achieved.
Our goals were centered around three overall strategic objectives, each of which contained more specific tactical and operational goals. The three categories in order of weighting were:
1. | Advance our oncology and immunology clinical pipeline – 45% weighting |
2. | Advance our discovery pipeline – 30% weighting |
3. | Build a world-class, widely respected and differentiated organization that can attract and engage the best talent and business partners – 25% weighting |
The following highlights key objectives within each category, with the aforementioned exclusions.
Advance our Oncology and Immunology Clinical Pipeline (45% weighting)
For our IRAK4 program, including our lead candidate, KT-474, we publicly stated our goal to complete the Phase 1 patient cohort to enable the transition of the program to Sanofi. Additionally, other key goals were to demonstrate proof-of-mechanism and proof-of-biology in patients and to generate data that would enable the selection of a Phase 2 dose. We also had as a critical goal, as previously stated, to deliver a full data package to our partner, Sanofi, to enable their decision to advance KT-474 into Phase 2 clinical trials. Our IRAK4 program goals also included the submission of the Phase 1 study to a leading medical journal. While the timing of the trial completion did not allow us to submit the results for publication in 2022, we achieved all our other goals related to our IRAK4 program. We had other important accomplishments that were not specifically part of our goals for the IRAK4 program. Most notably, we demonstrated encouraging clinical activity in HS and AD patients, and we enabled Sanofi to communicate to us their intention to advance KT-474 into Phase 2 clinical trials earlier than expected.
For our IRAKIMiD program, including our drug candidate KT-413, our primary goal was to begin patient enrollment and demonstrate proof-of-mechanism, which we had declared publicly and which we defined as the molecule’s ability to degrade the proteins of interest which, in the case of KT-413, are IRAK4 and the IMiD substrates, Ikaros and Aiolos. Specifically, we established goals for target degradation in patients at tolerated doses. In December 2022, we shared IRAKIMiD data that met our proof-of-mechanism goals, although with fewer patients than we had initially anticipated.
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For our STAT3 program, namely our drug candidate KT-333, our primary goal was to begin patient enrollment and demonstrate proof-of-mechanism, which we had declared publicly and which we defined as the molecule’s ability to degrade the STAT3. Specifically, we established goals for target degradation in patients at tolerated doses. In December 2022, we shared STAT3 data that met our proof-of-mechanism goals, although with fewer patients than we had initially anticipated.
Advance our discovery pipeline (30% weighting)
Our objective for 2022 was to build a sustainable pipeline to deliver one IND per year, focusing on first-in-class and best-in-class targets. To accomplish this goal in future years, we progressed multiple programs in each stage of development, including target qualification, hit-to-lead and lead-optimization. Notably, in 2022 we advanced our MDM2 program to IND, a critical and publicly-stated 2022 objective, and we plan to initiate a Phase 1 clinical trial of KT-253 in early 2023. We also set the objective of delivering a best-in-class platform enabled by tissue selective/restricted E3 ligases. Our achieved goals included adding lead optimization programs and increasing our pipeline of hit-to-lead programs, including “undruggable” and “novel E3 enabled” programs. We also achieved objectives for establishing a novel screening platform and advancing our novel molecular glue platform. As part of our publicly stated goals, we expected to have both the first tissue-restricted E3 ligase enabled program, and additional programs in oncology and immunology, in development. We have multiple programs in these areas in development, but none has yet reached IND.
Build a world-class, widely respected and differentiated organization that can attract and engage the best talent and business partners (25% weighting)
As a means of building toward a fully-integrated company, we had goals across many departments and functions at Kymera, including Finance, Communications/Investor Relations, Business Development, Operations and People & Culture. Financial goals included completing a 5-year business plan and budget and financing strategy for which we sought and received board of directors’ approval. We also had a goal to complete a detailed long-range plan (LRP) to inform program and strategic decision making. Our financial goals also included extending our cash runway to enable adequate investment in our current clinical pipeline and in our platform and discovery pipeline, which we achieved with the completion of a $150 million equity offering in 2022. With respect to Communications and Investor Relations, we sought to attract new investors and analysts to the Kymera story by maintaining leadership in the TPD space through scientific communications, including presentations and peer-reviewed Kymera-authored publications. These goals also included executing on an evolved communications strategy, including enhancements to our website, social media and our employer presence. In Business Development, we had goals to explore synergistic program and platform collaborations aligned with our long-term goals. With respect to our organization and operations, our goals also included ensuring our quality systems were stage-appropriate and audit-ready and continuing to build an efficient and scalable operating and manufacturing model. Lastly, with respect to people and culture, we sought to foster a differentiated culture that fully engages our people by creating experiences which empower people to be their best selves and inspire how we live and work. Our People and Culture goals also included achieving 80% of our talent recruitment goals and making key investments in professional development and talent programs to support the growth and engagement of our people and enhance organizational effectiveness, goals which were achieved.
In summary, we achieved many of our 2022 corporate goals and, in some cases, we delivered data and outcomes that were above and beyond expectations. Highlights of our accomplishments included the completion of the IRAK4 Phase 1 study, including encouraging signs of clinical activity, and the decision by Sanofi to advance the program into Phase 2 clinical trials. As planned, our first two oncology programs, IRAKIMiD and STAT3, enrolled patients and demonstrated proof of mechanism data. Our next oncology program, MDM2, received IND clearance, and our earlier stage pipeline continues to advance in line with our expectations. We believe we sustained a strong and leading reputation in TPD as measured by investor and analyst engagement. We completed a $150 million equity financing that helped to extend our cash runway into 2H25. Additionally, in an intensely competitive market, we succeeded in increasing the size and quality of our workforce in 2022,
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including several key hires across many functions. Overall, all our accomplishments support our long-term objective to become a successful, fully integrated organization that can make a real impact on the lives of patients, and each of these achievements were given due consideration by our compensation and talent committee and our board of directors when determining our achievement level for fiscal year 2022.
Consideration of Say-On-Pay Advisory Vote
Until 2022, we were an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended; therefore, we were not required to hold a non-binding advisory vote on the compensation of our named executive officers, forcommonly known as a “Say-on-Pay” vote. We held our first Say-On-Pay vote and the years indicated. On August 20, 2020,related “Say on Frequency” vote at the 2022 Annual Meeting and 94% of shareholders voted to approve named executive officer compensation at the 2022 Annual Meeting. The shareholders approved an annual “Say on Pay” and our board of directors have adopted an annual “Say on Pay” vote. Although this is a non-binding advisory vote, because we effected a 1-for-1.5949 reverse stock splitvalue the opinion of our issuedshareholders, our board of directors and outstanding sharesour compensation and talent committee will consider the outcome of common stock. Accordingly, all sharethe “Say-on-Pay” vote as well as feedback received throughout the year, when making compensation determinations for our executive officers in the future.
Compensation Objectives and per share amounts for all periods presented in this proxy statement have been adjusted retroactively, where applicable, to reflect this reverse stock split.Philosophy
Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Nello Mainolfi, Ph.D. | 2020 | 453,619 | — | 2,845,382 | 379,000 | — | 3,678,001 | |||||||||||||||||||||
Founder, President and Chief Executive Officer | 2019 | 362,472 | 1,304,199 | 142,061 | — | 1,808,732 | ||||||||||||||||||||||
Richard Chesworth, Ph.D. | 2020 | 144,946 | — | 4,329,297 | 60,000 | — | 4,534,243 | |||||||||||||||||||||
Chief Scientific Officer(1) | — | — | — | — | — | — | — | |||||||||||||||||||||
Jared Gollob, M.D. | 2020 | 383,210 | — | 875,506 | 194,000 | — | 1,452,716 | |||||||||||||||||||||
Chief Medical Officer | 2019 | 344,908 | — | 229,908 | 113,383 | — | 688,199 |
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